UNANET CHAMP AGENTS - SUPPLEMENTAL TERMS AND CONDITIONS

Version 2.0

Effective Date: June 11, 2026

These Supplemental Terms govern Customer’s subscription to Champ Agents - powered by Wyatt, an AI-first analytics and orchestration add-on (the “AI Solution”) for the Unanet AE ERP, GovCon ERP, and CRM products. Access to the AI Solution requires an active subscription to the Unanet AE ERP, GovCon ERP, or CRM product and Unanet DataLake solution, and Customer must be in good standing. The AI Solution is designed to access copies of data from Customer’s instance of the Unanet AE ERP, GovCon ERP, or CRM product to enable Customer’s Authorized Users (defined below) to ask natural language questions on the ingested data, create configurable widgets and data visualizations, and build orchestrations (human-in-the-loop business processes) using natural language prompts and guided configuration.

Prior to accessing the AI Solution, please carefully review these supplemental terms and conditions (“Supplemental Terms”). These Supplemental Terms govern use of the AI Solution by Customer (defined below) and the processing of Customer Data in Unanet’s environment for the purposes set forth herein.

These Supplemental Terms are an agreement between Customer and Unanet, Inc. (“Unanet”). BY EXECUTING AN ORDER FORM THAT REFERENCES THESE SUPPLEMENTAL TERMS, YOU AGREE TO THESE SUPPLEMENTAL TERMS ON BEHALF OF CUSTOMER AND YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE THAT CUSTOMER IS BOUND BY THESE SUPPLEMENTAL TERMS. YOU REPRESENT AND WARRANT TO UNANET THAT YOU ARE AUTHORIZED TO AGREE TO THESE SUPPLEMENTAL TERMS ON BEHALF OF CUSTOMER AND THAT THESE SUPPLEMENTAL TERMS WILL BE BINDING UPON CUSTOMER. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE SUPPLEMENTAL TERMS, YOU MUST NOT ACCEPT THESE SUPPLEMENTAL TERMS AND MAY NOT USE THE AI SOLUTION.

These Supplemental Terms govern Customer’s authorization to Unanet to provide access to applicable production Customer Data, as available in the Customer’s instance of the Unanet DataLake solution, to Wyatt, Inc. for the purpose of providing the AI Solution as set forth herein. Capitalized terms not otherwise defined are set forth in the Unanet Cloud Terms and Conditions (the “Cloud Terms”) and Conditions and AI Supplemental Terms between Customer and Unanet (the “Agreement”). These Supplemental Terms are incorporated into the Agreement; provided, that, in the event of any conflict between these Supplemental Terms and the Cloud Terms, these Supplemental Terms will prevail and govern solely with respect to the AI Solution.

1. Customer Obligations and Authorization; Data Handling.
   1. Customer acknowledges that it must have and maintain during the Subscription Term (defined below), an active license to the Unanet DataLake solution in order to access and use the AI Solution. If Customer does not have an existing subscription to the Unanet DataLake solution, a limited DataLake license will be included in the applicable Order Form for the AI Solution (a “Limited DataLake License”). Customer’s use of a Limited DataLake License is subject to the following restrictions: (i) the Limited DataLake License may only be used as necessary to access and use the AI Solution; (ii) Customer may not use the Limited DataLake License for any other purpose, including but not limited to independent data analytics, reporting, or any use unrelated to the AI Solution; and (iii) Unanet reserves the right, in its sole discretion, to limit, throttle, or restrict Customer’s DataLake usage under a Limited DataLake License at any time and without prior notice. For the avoidance of doubt, if Customer desires expanded DataLake functionality beyond that required to access the AI Solution, Customer must purchase a full subscription to the Unanet DataLake solution under a separate Order Form.
      
   2. Customer hereby consents and authorizes Unanet, Wyatt, Inc., and their respective sub-processors to access, process, store and use its Customer Data and to transfer such Customer Data as required to (i) perform and provide the AI Solution to Customer, (ii) for the purpose of maintaining, testing, validating, processing, offering product support and using the AI Solution, and (iii) detecting and preventing technical defects, fraud, or misuse of the AI Solution and Unanet AE ERP, GovCon ERP, or CRM products. Customer acknowledges that Customer Data will be transferred to and processed by Wyatt, Inc.’s infrastructure and AI models. Customer acknowledges that the AI Solution uses generative artificial intelligence models to ingest data and provide generated Output (defined below) as further described in section 3 below. Customer represents and warrants that it has obtained all necessary rights, consents, and authorizations to provide Customer Data to Unanet and its licensors, including Wyatt Inc., for the purposes described herein, including all consents required under applicable data protection laws. Accordingly, Customer agrees to indemnify, defend, and hold harmless Unanet and its affiliates and licensors and its and their respective directors, officers, employees, and agents from third-party claims and Losses directly arising from the Customer Data or Unanet’s or its service providers’ use thereof in accordance with these Supplemental Terms. For the avoidance of doubt, with respect to all other Unanet Services provided under the Agreement, the Cloud Terms and Unanet DPA shall govern Unanet’s processing of Customer Data (as defined in the Cloud Terms).
      
      
2. Access Rights.
   1. License Grant. Subject to these Supplemental Terms, Unanet grants Customer a limited, revocable, non-exclusive, non-sublicensable, non-transferable right to access and use the AI Solution during the Subscription Term solely for use by its Authorized Users, and solely for Customer’s internal business purposes, subject to payment of all applicable Fees as set forth in the Order Form, and provided that Customer remains responsible for all acts and omissions of Authorized User. Customer shall use the AI Solution only in compliance with all applicable laws, rules, and regulations.
   2. Restrictions. Customer shall not, and shall not permit or allow its Authorized Users to: (i) license, rent, publish, sublicense, sell, resell, transfer, assign, distribute, time share, offer in a service bureau, or otherwise commercially exploit or make available to any third party the AI Solution in any way; (ii) modify or make derivative works based upon the AI Solution; (iii) “mirror” the AI Solution on any other server or wireless or Internet-based device or indirectly use or access the AI Solution through interfaces, links or other tools to avoid fees; (iv) collect any information from the AI Solution through use of “scraping” or “crawling” or any other method not authorized by Unanet or Wyatt Licensor; (v) reverse engineer, decompile, or disassemble the AI Solution; or (vi) access and use the AI Solution in order to (1) build a competitive product or service or conduct competitive analysis, (2) build a product using similar ideas, features, functions or graphics of the AI Solution, or (3) copy any ideas, features, functions or graphics of the AI Solution. Customer may use the AI Solution only for Customer's internal business purposes and shall not use the AI Solution: (i) in violation of any laws, rules, or regulations, or in any manner that infringes, misappropriates, or otherwise violates the intellectual property right of any third party, or knowingly bypass or breach any security device or protection used by the AI Solution; (ii) to send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third-party privacy rights; (iii) to knowingly send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) to knowingly interfere with or disrupt the integrity or performance of the AI Solution or the data contained therein (for example, by conducting load tests without Unanet’s, or its licensor’s prior written consent); (v) attempt to gain unauthorized access to the AI Solution, or its related systems or networks; (vi) conduct network discovery, port and service identification, vulnerability scanning, remote access testing, or penetration testing on the Software; or (vii) remove, alter, or obscure any trademarks or proprietary rights notices from any of the AI Solution.
      
      
3. Artificial Intelligence.
   1. The AI Solution uses generative artificial intelligence models (“AI Functionality”) to generate output, which may include text and other content, including widgets and orchestrations (“Output”), for Customer in connection with its use of the Unanet AE ERP, GovCon ERP, or CRM product, as applicable. The Output is considered Customer-owned content and Unanet waives any rights it may have to the Output except as it relates to any creation of De-Identified Data or Analytics Data under the Agreement; however, Customer acknowledges and agrees that the AI Functionality could generate the same or similar Output for other users.
   2. Customer acknowledges Outputs generated by AI Functionality are inherently probabilistic in nature and accepts the inherent risks associated with machine generated content. While the AI Solution applies safeguards and validation steps, no guarantee is made that AI-generated responses, insights, or recommendations will be correct, complete, or fit for a particular purpose. Customer agrees and understands that Output might not always meet expectations, be accurate or complete, and that the quality of Output is directly dependent on the quality and accuracy of the Customer Data provided. Output may contain errors, inaccuracies, or biases due to the limitations of AI technology. Customer shall be solely responsible for reviewing, validating, and determining the appropriateness of using any Output. Accordingly, Customer agrees to indemnify, defend, and hold harmless Unanet and its affiliates and licensors and their respective directors, officers, employees, and agents from third-party claims and Losses directly arising from Customer’s use of the Output, including its modification of the Output or use of the Output without conducting the required human review.
   3. Unanet requires Wyatt, Inc. to represent and warrant in its agreement with Unanet that Wyatt, Inc. will not use Customer Data to train or otherwise develop public AI large language models or any AI models accessible to third parties outside providing the AI Solution to Customer. Customer Data may be used by Wyatt Licensor to provide, maintain, and improve the AI Solution for Customer’s benefit, and for related safety, quality, and fraud prevention purposes.
   4. Customer may request to opt out of having its Customer Data used for AI model training or improvement purposes (excluding operational improvements, safety, quality, and fraud prevention) by providing written notice to Unanet. Customer acknowledges and agrees that: (a) any such opt-out request is prospective only and does not apply to Customer Data already processed prior to Unanet’s receipt of such request; (b) Unanet cannot guarantee that Wyatt Licensor will honor any opt-out request; (c) opting out may limit, degrade, or otherwise adversely affect the functionality, accuracy, or performance of the AI Solution; and (d) notwithstanding any opt-out, Unanet and Wyatt Licensor retain the right to use De-Identified Data and aggregated or anonymized data derived from Customer Data for any purpose, including product improvement and development.
      
      
4. Pass-Through Of Third-Party Terms. Customer agrees to comply with all terms, conditions, acceptable use policies, and restrictions imposed by the Wyatt Licensor (as defined below) as communicated to Customer. Unanet makes no independent representations, warranties, or guarantees regarding the AI Solution beyond those expressly set forth in these Supplemental Terms. Unanet’s sole obligation with respect to any warranties relating to the AI Solution is to pass through to Customer, to the extent permitted under Unanet’s agreement with Wyatt Licensor, any warranties Unanet actually receives from Wyatt Licensor. Any such pass-through warranties are provided solely for Customer’s benefit.
   
   
5. Data Processing.
   1. Notwithstanding anything to the contrary in the Agreement, the Unanet Data Processing Addendum (“DPA”) incorporated into the Cloud Terms does not apply to Customer Data processed through or in connection with the AI Solution. Data processing for the AI Solution is governed solely by these Supplemental Terms.
   2. Customer is solely responsible for ensuring that it has obtained all necessary rights, consents, and authorizations to provide Customer Data to Unanet and its licensors for the purposes set forth herein, and Unanet relies on Customer’s compliance with applicable data privacy laws with respect to all Customer Data provided.
   3. Customer expressly authorizes Unanet and its licensors (including Wyatt) and their respective subprocessors to access, process, and store Customer Data submitted to or generated by the AI Solution for the following purposes: (a) enabling Customer’s authorized use of the AI Solution; (b) operating, improving, maintaining, supporting, and securing the AI Solution; (c) detecting and preventing bugs, security incidents, fraud, or misuse of the AI Solution; and (d) as otherwise authorized by Customer in writing or required by applicable law. Customer Data will not be used for unrelated marketing purposes. Unanet will not Sell or Share personal information (as such terms are defined under the California Consumer Privacy Act of 2018, including its regulations and amendments (“CCPA”)), and shall not retain, use, or disclose personal information outside of the direct business relationship or use such personal information for any purpose other than as contemplated in these Supplemental Terms.
      
      
6. Proprietary Rights; Confidentiality.
   1. Customer shall own and retain all right, title, and interest in and to any Customer Data processed in the AI Solution as set forth herein. In addition to the rights granted in Section 1, Customer hereby grants Unanet a limited non-transferable license to access, use, and transfer the Customer Data for the purposes set forth in these Supplemental Terms, including without limitation enabling Customer’s authorized use of the AI Solution and operating, maintaining, supporting, and securing the AI Solution. Customer represents and warrants to Unanet that it has and will maintain all necessary rights, authorization, and consents necessary or required to transfer or otherwise provide the Customer Data to Unanet for the purposes set forth herein.
   2. The AI Solution is developed and owned by Wyatt, Inc., a licensor to Unanet (“Wyatt Licensor”). Customer acknowledges that Wyatt, Inc. owns all right, title, and interest in and to the AI Solution, including all intellectual property rights therein. Unanet grants no intellectual property rights to Customer with respect to the AI solution other than the limited right to access and use the AI solution as expressly provided in this Agreement and these Supplemental Terms.
   3. Customer acknowledges and agrees that Unanet owns all right, title, and interest in and to the Unanet products and services, including but not limited to the Unanet ERP and CRM software, all Unanet-developed integrations between the Unanet products and the AI Solution, Unanet’s data infrastructure and data lake, Unanet’s APIs, and all other Unanet intellectual property (collectively, “Unanet IP”). These Supplemental Terms do not grant Customer any rights to Unanet IP beyond those set forth in the Agreement. Unanet and its licensors (including Wyatt Licensor), respectively, expressly reserve all right, title, and interest in and to the AI Solution, Unanet IP, and any related intellectual property rights not expressly granted to Customer under these Supplemental Terms or the Agreement. No rights or licenses are grated to Customer by implication, estoppel, or otherwise, except as expressly set forth herein. Any rights not expressly granted are reserved.
   4. Customer acknowledges that the AI Solution, its features, functionality, and performance characteristics constitute Unanet’s or its licensor’s Confidential Information. Customer agrees to maintain the confidentiality of all aspects of the AI Solution in accordance with Section 13 of the Cloud Terms and not to disclose any information about the AI Solution to any third party without Unanet’s prior written consent.
   5. Customer acknowledges and agrees that a breach of these Supplemental Terms may cause Unanet and its licensors irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach, Unanet will be entitled to seek equitable relief that may be available from any court, without any requirement to post a bond or security. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.
      
      
7. Termination. In addition to the termination rights and obligations set forth in Section 11 of the Cloud Terms, Customer acknowledges that its access to the AI Solution is contingent upon the continuation of Unanet’s reseller agreement with Wyatt, Inc. In the event that Unanet’s agreement with Wyatt, Inc. terminates, expires, or is suspended for any reason, Unanet may immediately terminate or suspend Customer’s access to the AI Solution without liability. Customer shall not be entitled to any refund of Fees paid for periods during which the AI Solution was available, and Unanet’s sole obligation shall be to provide a pro-rata refund of prepaid subscription fees for periods after such termination during which the AI Solution is unavailable. Unanet shall use commercially reasonable efforts to provide Customer with thirty (30) days’ prior written notice of any such termination, to the extent Unanet has advance knowledge thereof.
   
   
8. Feedback.
   1. Customer may provide suggestions, comments, or other feedback (“Feedback”) regarding the AI Solution or the Unanet IP. Customer hereby grants Unanet and its licensors a worldwide, non-exclusive, perpetual, irrevocable, royalty-free license to use, incorporate, modify, sublicense, and distribute such Feedback for any purpose, including to improve Unanet’s products and services and the AI Solution, without attribution or compensation to Customer. Additionally, Unanet may monitor Customer’s use of the AI Solution and it or its licensors may use such information to improve its products and services, including the AI Solution.
   2. Customer agrees to: (i) Provide reasonable responses to Unanet surveys regarding the AI Solution, if requested, including questions regarding product functionality, performance, user experience, and any material bugs or issues encountered; (ii) upon mutual agreement, participate in calls with Unanet and/or its licensor’s representatives to discuss Customer’s use of the AI Solution and provide feedback on product functionality and user experience; and (iii) upon Unanet’s request and subject to Customer’s review and approval (not to be unreasonably withheld), Customer agrees to participate in case studies, provide testimonials, and serve as a reference for other potential customers interested in the AI Solution.
      
      
9. Support. Unanet will provide Level 1 support for the AI Solution. Any technical support or bug fixes for the AI Solution will be provided by Wyatt, Inc. and Unanet makes no representations regarding the availability, quality, or timing of such support. Support shall be available during business hours Monday through Friday (8:30 am through 7:30 pm EST) and performed in accordance with Wyatt’s internal support policies. Customer acknowledges that Wyatt, Inc. may release updates, bug fixes, or new features for the AI Solution during the Subscription Term, which may be installed automatically without notice and may change or remove features or functionality of the AI Solution.
   
   
10. Service Availability: Unanet makes no service level commitments with respect to the AI Solution. For the avoidance of doubt, the SLA provided in the Cloud Terms shall not apply to or govern with respect to the AI Solution.
    
    
11. Disclaimer; Limitation of Liability; No Indemnity. THE AI SOLUTION IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT REPRESENTATIONS, WARRANTIES, OR INDEMNITIES OF ANY KIND. UNANET SHALL NOT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY UNAVAILABILITY, INTERRUPTION, OR DISCONTINUATION OF THE AI SOLUTION. CUSTOMER ACKNOWLEDGES THAT THE AI SOLUTION MAY BE SUBJECT TO CHANGES, UPDATES, OR INTERRUPTIONS. ACCORDINGLY, CUSTOMER AGREES TO USE THE AI SOLUTION AT ITS OWN RISK. UNANET EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE AI SOLUTION AND THE OUTPUT, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER ACKNOWLEDGES THAT UNANET IS A RESELLER OF THE AI SOLUTION AND DOES NOT DEVELOP, MAINTAIN, OR CONTROL THE UNDERLYING TECHNOLOGY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CUSTOMER’S SOLE REMEDY FOR ANY ISSUES WITH THE AI SOLUTION SHALL BE TERMINATION OF THESE SUPPLEMENTAL TERMS AND CESSATION OF USE. WITHOUT LIMITING THE FOREGOING, UNANET DOES NOT WARRANT THAT THE AI SOLUTION OR ANY OUTPUT WILL MEET CUSTOMER’S REUIREMENTS, ACHIEVE ANY PARTICULAR BUSINESS RESULT, BE ERROR FREE OR FREE OF HARMFUL CODE.
    
    
12. Customer Indemnification. Customer shall defend, indemnify, and hold harmless Unanet, its affiliates, licensors (including Wyatt Licensor), and their respective directors, officers, employees, agents, successors, and assigns (collectively, the “Indemnified Parties”) from and against any and all third-party claims, demands, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and costs of litigation) (collectively, “Losses”) arising out of, relating to, or resulting from, directly or indirectly: (i) Customer’s or any of its Authorized Users’ material breach of these Supplemental Terms or violation of applicable law or regulation; or (ii) any third-party claims arising from or relating to Customer’s or any of its Authorized Users’ use, misuse, or reliance upon the AI Solution or Output. The Indemnified Parties shall provide Customer with prompt written notice of any claim subject to indemnification hereunder and shall reasonably cooperate with Customer in the defense of such claim at Customer’s expense. The indemnification obligations set forth in this Section 14 are in addition to, and not in lieu of, any other indemnification obligations Customer may have under the Agreement or otherwise.
    
    
13. Governing Law. These Supplemental Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflicts of laws principles. The parties agree that any legal action arising out of or relating to these Supplemental Terms shall be brought exclusively in the state or federal courts located in Delaware, and each party consents to the personal jurisdiction of such courts. EACH PARTY HEREBY WAIVES ANY RIGHT TO JURY TRIAL IN CONNECTION WITH ANY ACTION OR LITIGATION IN ANY WAY ARISING OUT OF OR RELATED TO THESE SUPPLEMENTAL TERMS.
    
    
14. Third-Party Beneficiaries. To the extent necessary to give effect to the protections provided in this Addendum (including IP ownership, use restrictions, and disclaimers), Unanet’s third‑party licensors of the AI Services (including Wyatt, Inc.) are intended third‑party beneficiaries of these Supplemental Terms and may enforce such provisions directly against Customer, subject to all limitations and defenses available to Unanet. Except as expressly set forth above, there are no other third-party beneficiaries.
    
    
15. Entire Agreement. These Supplemental Terms, together with the Agreement, constitute the entire agreement between the parties with respect to the AI Solution and supersede all prior or contemporaneous communications, representations, or agreements, whether oral or written. To the extent these Supplemental Terms expressly reference and amend, modify, or supersede a specific provision of the Cloud Terms, such amendment, modification, or supersession shall be effective as to that specific provision without affecting other provisions of the Cloud Terms not so referenced. Notwithstanding anything to the contrary in the Agreement, the following provisions of the Cloud Terms shall not apply to Customer's access to or use of the AI Solution: (a) any mobile application terms; (b) the Unanet Data Processing Addendum set forth in Section 4 of the Cloud Terms; (c) the Service Level Agreement terms set forth in Section 17 of the Cloud Terms; (d) the sandbox provisions set forth in Section 4 of the Cloud Terms; (e) the information security and incident response provisions set forth in Section 5 of the Cloud Terms; and (f) the representations and warranties set forth in Section 12(b) of the Cloud Terms. All pricing terms set forth in the Order Form for the AI Solution shall govern and control over any conflicting pricing terms in the Agreement or Cloud Terms. In the event of any conflict between these Supplemental Terms and the Cloud Terms, these Supplemental Terms will prevail and govern solely with respect to the AI Solution.