TofuPilot SA Terms and Conditions

Version 2 – Effective Date 07.07.2025

1 Scope

These terms and conditions ("Terms") apply to the access to, and the use of the TofuPilot solution and related services (together the "Services"), available on https://www.tofupilot.com/ ("Website"), offered by TofuPilot SA, Rue du Petit-Valentin 6, 1004 Lausanne, Switzerland ("Company").

To access or use the Services, you ("Customer") have to agree to these Terms. The Customer agrees to these Terms by acceptance, or for Customers having selected the Enterprise Subscription Plan ("Enterprise Customers"), by signing the relevant Order Form. The Company's Privacy Policy, https://www.tofupilot.com/docs/legal/privacy-policy is an integral part of the Terms.

Enterprise Customers will need to complete an order form ("Order Form"). Unless stated otherwise, all references to 'Customer' in these Terms include Enterprise Customers.

These Terms and, where applicable together with an Order Form, form a legally binding agreement between the Company and the Customer ("Agreement").

Unless explicitly stated otherwise, any reference to goods and services on the Website is for informational purposes only and does not constitute an offer to buy or sell any goods or services.

If the Customer does not agree to these Terms, the Customer may not use or access the Services.

2 Services

2.1 Description

The Company offers the Customer a range of Service options tailored to their hardware testing needs and project scale. The Services are organised into different subscription plans (each a "Subscription Plan"), each including distinct sets of features and modules. These may include, but are not limited to, tools for designing and running production test procedures for hardware products, automation of test execution, real-time test monitoring and data streaming, advanced analytics, and integration with various hardware platforms.

A complete overview of the available Services, Subscription Plans, related modules and features, as well as pricing and further information, can be found on the Website. Upgrades and downgrades of Subscription Plans are permitted under the conditions set forth in the Agreement.

2.2 Registration

Based on the applicable Subscription Plan, the Customer may be able and need to register one or more user account(s) (each a "User") to enable its employees and/or authorised representatives to access and use all or part of the Services.

The Customer is entitled to designate one or multiple User(s) as administrator(s) ("Admin Account"), who shall have the ability to configure the Services settings and assign or modify permissions and access rights of other Users according to the Customer's business requirements.

The Customer shall provide accurate, current, and complete information during registration and keep their account information up-to-date. Accounts registered by bots or automated methods are not authorised and will be terminated.

The Customer is responsible for maintaining the confidentiality and security of their account credentials and may not disclose their credentials to any third party. The Customer is responsible and liable for activities conducted through their account and/or the account controlled by the Admin Account, and must immediately notify the Company if there is any suspicion that their credentials have been lost, stolen, or their account is otherwise compromised.

2.3 Self-Hosting

"Self-Hosting" refers to the use of the Services by the Enterprise Customer its own infrastructure, including but not limited to servers, virtual machines, containers, or cloud environments independently selected and maintained by the Enterprise Customer. This applies to the extent that Self-Hosting is agreed upon by the parties in the relevant Order Form.

Unless otherwise agreed in the Order Form, the Company is not responsible for the performance, security, or availability of the Services in Self-Hosting environments. The Company may offer support, consultancy, or update services to Self-Hosting Customers on a case-by-case basis, subject to separate fees and conditions.

To the extent necessary to verify compliance with the Agreement, the Company reserves the right to request written certification of compliance from the Self-Hosting Customer and may, upon reasonable prior notice, audit the Customer's use of the Services. Any such audit shall be conducted during normal business hours and in a manner that does not unreasonably interfere with the Self-Hosting Customer's operations. Company shall treat all audit-related data as Confidential Information and limit access to such data to those necessary to verify compliance.

The Company shall provide Enterprise Customers having selected Self-Hosting all product updates, feature enhancements, and technical improvements ("Updates") in due time or as agreed upon by the parties in text form, and in accordance with this Agreement. Updates shall be provided as part of the Enterprise Subscription Plan services, at no additional cost, unless expressly agreed otherwise in text form.

2.4 Free Trial or Demo Use

The Company may offer access to the Services on a free trial or demo basis ("LAB Access") as advertised on the Website or otherwise communicated to the Customer.

Lab Access is granted for evaluation purposes and is limited to the duration and/or features communicated to the Customer in text form or otherwise made available on the Website on the activation date and during the trial period.

The Terms apply to Lab Access Users, except for payment obligations, unless the trial is explicitly converted into a Subscription Plan.

The Company reserves the right to modify, extend, or terminate Lab Access at its sole discretion without notice.

3 Rights & Obligations

3.1 Of the Company

The Company shall provide the Customer with the Services as agreed in the Agreement.

The Company:

• makes the Services available to the Customer and uses reasonable care and skill in the performance of the Services and in keeping the Services free from viruses and other malicious software programs.
• regularly carries out maintenance or improvements to the Services and its infrastructure, but does not guarantee that the Services will function without any interruption or disruption. The Customer acknowledges that this may result in temporary delays and interruption from time to time. Where reasonably possible, Company will inform the Customer about potential interruptions in advance.
• provides the Customer with reasonable support during Company's business hours.
• warrants an availability of the Services of at least 99.9% during 24 hours for 365 days a year for non-Self-Hosting Enterprise Customers. Downtime (e.g. for maintenance) announced by Company reasonably in advance will not be counted towards the minimum availability.
• may subcontract third parties for all its obligations under this Agreement.
• is liable to the Customer for its subcontractors and ensures that subcontractors are bound to appropriate confidentiality and data protection obligations.
• is permitted and possibly required by law to suspend access to the Services or the Customer's account or the provision of Updates based upon reasonable determination of the occurrence or potential for occurrence of illegal or wrongful activity (including violation of the Agreement), fraudulent use or attempted fraudulent activity. In case of a suspension, the Customer remains liable for all charges and fees incurred during the suspension period.

The Company constantly develops and improves its Services and may modify or either temporarily or permanently stop providing the offered Services or any part of it at its sole discretion. In case of material changes to the Services, i.e., changes significantly altering the nature and scope of the Services provided to the Customer according to the Agreement, Company will notify the Customers that are directly affected by such changes in due time, and where reasonably possible.

The Company may collect, generate, and derive performance, analytical, or usage data relating to the Customer's access to or use of the Services ("Usage Data"). The Company may use such Usage Data in order to improve the Services, as well as for security, support, maintenance, product and operations management, and research and development purposes

Usage Data will not include any data, text, and any other works, including source code ("Customer Data") that the Customer submits, uploads, or otherwise posts to or transmit.

For the avoidance of doubt, the Company does not have access to any Usage Date or Customer Data for Self-Hosting Enterprise Customers.

The Company reserves a right to ask the Customer to provide feedback through forms, questionnaires, and polls in order to improve their Services ("Feedback"). Company may use, or not use, any such Feedback, without any obligation, whether financial or otherwise, to the Customer. The Customer assigns all rights (including but not limited to intellectual property rights), title, and interest in the Feedback to Company and acknowledges it has no claim in relation to the Feedback.

3.2 Of the Customer

The Customer agrees to use the Services in compliance with the Agreement and all legal and moral obligations applicable in the territory where they are located. The Customer shall cooperate in the performance of the Agreement to the necessary extent free of charge. The Customer shall provide the Company with all necessary information, documents, materials, access, software, data, as well as competent staff, and anything else reasonably required for the provision of Services. Furthermore, the Customer shall inform the Company immediately if errors or faults occur and to support the Company in the analysis and, if necessary, in the elimination of errors and faults to the extent required. If the provision of Services under this Agreement is delayed due to the Customer's failure to comply with their duty to cooperate or due to other circumstances for which the Customer is responsible, the Customer shall bear the disadvantages and additional costs incurred.

The Customer shall prevent any unauthorized access or use of the Services and use the Services through its own employees, agents and/or duly authorised representatives only and for its own business purposes and shall take appropriate steps to ensure compliance with the Agreement by such Users.

The Customer shall not:

• circumvent or attempt to circumvent any security protection of the Services;
• use the Services in unlawful or fraudulent ways or for any unlawful or fraudulent purpose or effect;
• access the Services via any automated system or take any action that may impose an unreasonable load on Company's infrastructure;
• harass, intimidate, threaten or otherwise unreasonably annoy any of the Company's employees or agents engaged in providing any portion of the Services;
• bypass the measures that Company may use to prevent or restrict access to or use of the Services; or
• sell, sublicense, allow access or make the Services or any part of it otherwise available to third-parties, including, but not limited to unauthorised sharing of account credentials.

The Customer agrees it will not, unless with Company's prior written permission:

• try to decompile or reverse engineer the Services or any part of it, or derive the source code;
• copy, modify, distribute, reproduce, translate, disassemble or use in any other way any information, text, graphics, images, software obtained from the Services, or any other part of the Services;
• use the Services to provide commercial hosting services, Software-as-a-Service, or similar offerings to third parties; or
• create derivative works based on the whole or any part of the Services or any content available on the Services.

Self-Hosting Enterprise Customers are additionally solely responsible for:

• ensuring that the installation environment meets and is compatible with the minimum system and security requirements specified by the Company;
• maintaining and securing the infrastructure on which the Services are installed, including data backups, access controls, and compliance with applicable data protection laws; and
• installing Updates, security patches, or bug fixes provided by the Company, if and when such Updates, patches or fixes are made available.

4 Payment

4.1 Subscription Fees

Depending on the applicable Subscription Plan, the Customer shall pay the fees (the "Subscription Fees"), in accordance with the payment terms set forth in the Agreement or displayed on the Website and via the payment methods made available by Company.

4.2 Payment Terms and Billing

Unless otherwise agreed, all fees are payable in advance, on a monthly or yearly basis (as agreed or otherwise displayed on the Website) by the last day of the previous subscription period. If not explicitly stated otherwise, all fees are in CHF and excluding VAT.

The Company may adjust its subscriptions fees from time to time. Any price changes or changes to the Customer's Subscription Plans will apply no earlier than 30 days following notice to the Customer.

Enterprise Customers may object to such price changes by providing written notice to the Company within this 30-day notice period. In the event of an objection, and unless otherwise agreed in text form, the current pricing shall remain in effect for the remainder of the then-current Subscription Term, after which the subscription shall not be renewed.

In case the Customer does not pay the applicable fees as agreed between the parties and after notice of non-payment, Company reserves the right to limit or suspend access to the Services. In case of a suspension, the Customer remains liable for all charges and fees incurred during the suspension period. In addition, Enterprise Customers who fail to pay as agreed will no longer receive Updates during the suspension period.

Except where prohibited by law, all fees are non-refundable.

5 Term & Termination

The Agreement between the parties remains in full force and effect for the duration of the term indicated on the Website for the relevant Subscription Plan, or for Enterprise Customers as indicated in the Order Form ("Initial Term"). The Agreement will automatically renew for subsequent periods of the same duration as the Initial Term (including the Initial Term, "Subscription Term"), unless the Agreement is terminated.

Either party may terminate the Agreement at any time with immediate effect if the other party is in material breach of the Agreement and fails to remedy this violation within 30 days after a notice. This includes in particular Customer's failure to pay on time or the start of insolvency procedures against the other party.

In all other cases, either party may terminate at any time by notifying the other party in text form with a notice period of 30 days for the end of the then-current Subscription Term.

Upgrades to higher Services options are possible at any time, downgrades of Services can only be carried out foe the end of the then-current Subscription Term.

If the Customer chooses an upgrade during an ongoing Subscription Term, the surcharge must be paid proportionately in advance.

If the Customer terminates or downgrades the Services, such Customer will not receive a refund for any amounts already charged. Cancellation will take effect at the end of the then-current Subscription Term, subject to applicable law, and the Customer will be able to use the Services until the termination or downgrade takes effect. Once the termination or downgrade took effect, and unless otherwise agreed in text form by the Parties, the Customer will loose access to the Services (respectively part of the Services) as well as any related Customer Data.

Termination does not affect any rights, obligations, or liabilities of either party that have accrued before or are intended to stay effective beyond termination.

6 Intellectual Property

Each party retains all rights, titles, and interests in and to its own intellectual property, including all copyrights, inventions, trademarks, designs, domain names, know-how, trade secrets, data, and other intangible rights ("Intellectual Property Rights"). All Intellectual Property Rights in and to the Services (including any updates or modifications) remain vested in the Company.

The Company hereby grants the Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Services in accordance with the Agreement.

In the case of Self-Hosting, the Company hereby further grants the Self-Hosting Enterprise Customer a non-exclusive, non-transferable, and non-sublicensable right to install the Services solely for the Enterprise Customer's internal business (or personal) use, and only in accordance with this Agreement.

Solely to the extent necessary to fulfil the purposes of this Agreement, the Customer hereby grants the Company a non-revocable, non-exclusive, non-transferable, and non-sublicensable right to access and use the Customer Data for the duration of the Agreement.

The Customer hereby further grants the Company a non-revocable, exclusive, transferable, and sublicensable right to access and use the Usage Data in accordance with this Agreement

The Services may include third-party components that are subject to their own license terms, which the Enterprise Customer agrees to comply with as provided or referenced by the Company.

7 Open Source Components & Contributions

The Services may include open-source software components, which are subject to their respective open-source licenses. The applicable license terms will be made available by the Company upon request or referenced in the documentation.

Where applicable, the Customer agrees to comply with all relevant open-source license obligations.

If the Company enables Customers to develop and contribute to plugins, SDKs, or other integration tools ("Contributions"), the Customer retains ownership of its Contributions but grants the Company a worldwide, royalty-free, irrevocable, sub-licensable license to use, modify, and distribute the Contributions for the purpose of integrating and improving the Services.

The Company assumes no liability for any third-party use or misuse of publicly shared Contributions.

8 Confidentiality & Privacy

The parties may disclose to each other confidential information ("Confidential Information"). Confidential Information includes, without limitation, any information which is marked as confidential such as organization information, customer databases, functionalities and features of the Services, or information which has otherwise been indicated as being confidential or could reasonably be deemed confidential and attributable to the Customer or Company.

Publicly available or accessible information, information lawfully and unrestrictedly received or independently developed by the receiving party, is not considered confidential.

Each party undertakes to protect all confidential information that becomes accessible or known based on the Agreement. This confidentiality obligation remains in force even after the termination of the Agreement. Company and the Customer may further define their duties regarding confidentiality in a non-disclosure agreement, in which case the provisions of the non-disclosure agreement prevail.

Company collects and processes personal data as described in its Privacy Policy available at https://www.tofupilot.com/docs/legal/privacy-policy. Company protects the collected personal data by means of appropriate technical and organizational measures and in accordance with the data protection legislation applicable in Switzerland and the European Union.

The parties may further define their duties regarding data protection in a data processing agreement, in which case the provisions of the data processing agreement prevail.

9 Liability & Indemnity

The Company is fully liable to the Customer for damages resulting from the Company's gross negligence or wilful misconduct. In all other cases, and unless otherwise explicitly agreed in the Order Form, Company's liability under the Agreement is excluded to the maximum extent permitted under applicable law.

Neither party may recover from the other party, regardless of the legal reason, any amount with respect to loss of profit, data, or goodwill, or any consequential, incidental, indirect, punitive, or special damages in connection with claims arising out of this Agreement or otherwise relating to the Services, whether or not the likelihood of such loss or damage was contemplated.

The Company will not be held liable for inaccuracy or incompleteness of the Services, or the incompatibility of the Services with any specific objectives that the Customer is hoping to achieve.

The Customer agrees to indemnify, and hold Company harmless from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by any third party due to or arising out of: (i) breach of this Agreement or any legal regulation by the Customer, its employees or other persons acting on behalf of the Customer; (ii) any breach of Customer's representations and warranties set forth in the Agreement; (iii) Customer's violation of the rights of a third party; (iv) Customer Data uploaded on the Services.

Neither party shall be liable for any delay or failure to perform due to causes beyond their reasonable control, including but not limited to natural disasters, war, pandemics, or governmental action.

10 Warranties & Representations

The Customer acknowledges that the Services are provided "as is" and "as available", and the Company makes no warranties or representations of any kind related to the Services or the information and materials contained thereon. The Company makes the Services available to the Customer and uses reasonable care and skill in the performance of the Services.

Company does not warrant or guarantee that the Services are error-free and will function without any interruption or disruption. The Company may at its own discretion carry out maintenance or improvements to the Services and its infrastructure, and the Customer acknowledges that this may result in temporary delays and interruptions from time to time. Where reasonably possible, The Company will inform the Customer about potential interruptions in advance. Any further warranty is excluded.

11 Marketing

Unless agreed otherwise, each party is entitled to use the other party's name, logo, and a brief description of the services provided for advertising purposes on the party's website and other marketing or investment materials. Any other use requires the prior consent of the other party.

Unless otherwise agreed on a case-by-case basis, the Company is entitled to use any testimonial provided by the Customer on its website and other marketing or investment materials.

12 Miscellaneous

Entire Agreement: The Agreement constitutes the entire agreement between Company and the Customer, and supersedes all prior agreements, between the parties relating to the subject matter of the Order Form.

Any deviation from the Terms requires an explicit reference to the altered clause of the Terms. General terms and conditions of the Customer are excluded unless they have been expressly accepted by Company.

Changes to Terms: The Company may, from time to time, change these Terms. The Company will notify the Customer at least 14 days before such changes apply to the Customer.

Notices: Notices must be given in writing, including e-mail, and need to be communicated:

• To Company's attention: via email to: support@tofupilot.com;
• To Customer's attention: via email to the last e-mail address provided for this purpose by the Customer. It is the Customer's responsibility to keep provided contact information current.

No Assignment: The Customer may not assign any of its rights, obligations, or claims under the Agreement without the previous consent of Company.

Severability: If any provision of the Agreement (in whole or part) is held to be illegal, invalid or otherwise unenforceable, the other provisions will remain in full force and effect.

Links: The Services may contain third-party content or links to third-party websites. The Company does not assume any responsibility for and does not make any warranties or representations as to any third-party content or websites, including but not limited to the accuracy, subject matter, quality, or timeliness.

Governing Law & Jurisdiction: The Agreement, and all claims or causes of action that may be based upon, arise out of or relate to the Agreement shall be governed by and construed in accordance with the substantive laws of Switzerland, excluding its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

The ordinary court at the seat of Company has exclusive jurisdiction for all disputes arising from or in connection with the Agreement.

Contact Information: If you have any questions about these Terms, please contact: support@tofupilot.com