GENERAL TERMS OF SUBSCRIPTION AND USE

This Agreement is drafted in English. Both Parties confirm they have sufficient command of the English language to understand and agree to all terms herein. In the event of any translation, the English version shall prevail.

Chloris SAS, a French simplified joint-stock company (société par actions simplifiée), with registered office at 47 rue Vivienne, 75002 Paris, France, SIREN 103898094, TVA intracommunautaire FR23103898094, represented by its President, Alessandro Rossi,

hereinafter referred to as "Chloris" or the "Provider",

These General Terms apply to all subscriptions to the Platform unless the Parties expressly agree otherwise in writing.

Article 1 - Definitions

Agreement: the contractual binding relationship between the Client and the Provider defined by the present General Terms of Subscription and Use (hereinafter: “GTSU”), the specific accepted Quotation and any appendices explicitly accepted by the Parties.

Platform: the Chloris software-as-a-service platform, including its front end user interface, APIs made available as part of the subscription if expressly stated in the Quotation or under a separate Data & Intelligence License Agreement, embedded analytics, workflow tools, and related documentation, used to support renewable energy and infrastructure project development.

Subscription: the Client's paid right to access and use the Platform during the Subscription Term in accordance with the Agreement.

Modules: the Platform features, workflows, or product components included in the Client's subscription plan or purchased as add-ons.

Credits: usage units consumed when performing certain on-demand operations on the Platform, including AI-assisted tasks, specific data retrievals, or other metered functionality identified by Chloris in the applicable commercial documentation or on the Platform.

Authorized User: a named employee, officer, director, contractor, or consultant of the Client or of a Client Affiliate authorized by the Client to access and use the Platform under the Subscription.

Client: means the individual or legal entity (through its representative) that subscribes to a Subscription and accepts the GTSU. These GTSU describe the contractual relationship between the Provider and the Client, each a "Party" and together the "Parties".

Client Data: any data, content, prompts, project information, files, coordinates, layers, or other materials submitted, uploaded, connected, or otherwise made available by or on behalf of the Client through the Platform.

Output Materials: reports, maps, tables, charts, analyses, exports, and other project materials generated by the Client's permitted use of the Platform, excluding the Platform itself, its source code, underlying models, and Chloris proprietary datasets as such.

Affiliate: any entity controlling, controlled by, or under common control with a Party.

Project Stakeholders: the Client's Affiliates, project companies, SPVs, advisers, consultants, lenders, investors, insurers, auditors, landowners, utilities, grid operators, public authorities, EPC contractors, O&M contractors, co-development partners, and prospective buyers or financing counterparties involved in the Client's project or transaction.

Professional Services: consulting, technical studies, custom analyses, custom development, or other services delivered by Chloris outside the Client's self-serve use of the Platform and governed, where applicable, by a separate Professional Services Agreement and/or Statement of Work.

Quotation: the commercial offer, order form, proposal, or quote issued by Chloris and accepted by the Client, which sets out the applicable Subscription details, including where relevant the subscribed plan or Modules, scope of access, number of Authorized Users, usage limits, Credits, fees, currency, taxes, invoicing cadence, payment terms, Subscription Term, effective date, renewal terms, support level, and any specific conditions agreed between the Parties.

Confidential Information: any non-public information disclosed by one Party to the other in connection with this Agreement, including commercial, technical, financial, strategic, security, and project-related information, Client Data, and the non-public aspects of the Platform.

Article 2 - Subscription and Scope

2.1. Subject to this Agreement and the applicable Quotation, Chloris grants the Client a non-exclusive, non-transferable, non-sublicensable right to access and use the Platform during the Subscription Term for the Client's internal business purposes.

2.2. The Subscription includes only the Modules, seat count, Credits, support level, and any other entitlements expressly identified in the Quotation.

2.3. The Client may purchase additional Authorized User seats, Modules, or Credits during the Subscription Term at the rates or pricing mechanism set out in the Quotation or otherwise agreed in writing. Unless expressly stated otherwise, such additions are prorated to align with the then-current Subscription Term.

2.4. Credits allowance, expiry, rollover, and top-up rules are defined in the Quotation or any other applicable commercial or technical documentation accepted by the Parties..

2.5. Authorized User credentials are personal and may not be shared. The Client is responsible for provisioning and deprovisioning its Authorized Users and for all activity performed through its accounts.

2.6. Subject to Article 3, the Client may use Output Materials for its internal business purposes and may share Output Materials, or limited excerpts from them, with Project Stakeholders strictly as needed for the evaluation, development, financing, permitting, construction, acquisition, sale, or operation of the Client's projects or transactions, provided that such recipients are bound by confidentiality obligations or professional duties of confidentiality no less protective than those set out in this Agreement.

2.7. Except as expressly permitted in Article 2.6 or in the Quotation, the Subscription does not include any right to resell access to the Platform, redistribute raw Chloris proprietary data, or offer Platform functionality to third parties as a managed service, bureau service, or white-label solution.

2.8. Professional Services are outside the scope of this Agreement unless the Parties expressly incorporate them into an executed Quotation or separate services document.

Article 3 - Restrictions

3.1. The Client shall not, and shall not permit any Authorized User or third party to:

(a) copy, modify, adapt, translate, or create derivative works of the Platform except to the limited extent expressly permitted by mandatory law;

(b) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive the source code, models, algorithms, data structures, or underlying technology of the Platform;

(c) sell, sublicense, lease, rent, time-share, outsource, or otherwise make the Platform available to any third party except as expressly permitted by this Agreement;

(d) use the Platform, or any substantial portion of Chloris proprietary data or non-public output made available through the Platform, to build, train, fine-tune, benchmark, or commercialize a competing product or service;

(e) use the Platform in violation of applicable law or in a manner that infringes third-party rights;

(f) circumvent or interfere with authentication, access controls, rate limits, security protections, or usage restrictions;

(g) scrape, harvest, or systematically extract content, data, or metadata from the Platform beyond the scope of permitted use;

(h) knowingly introduce malicious code, denial-of-service activity, or other harmful material into the Platform.

3.2. The Client is responsible for ensuring that all Project Stakeholders and Authorized Users receiving Output Materials from the Client use them only for the purposes permitted by this Agreement.

Article 4 - Intellectual Property and Data Rights

4.1. Chloris retains all right, title, and interest in and to the Platform, including all software, interfaces, workflows, documentation, AI models, algorithms, proprietary datasets, database rights, know-how, and any improvements, updates, and derivatives of the foregoing (collectively, "Chloris IP"). No rights are granted except those expressly set out in this Agreement.

4.2. The Client retains ownership of Client Data. The Client grants Chloris a limited, non-exclusive, worldwide license to host, process, transmit, back up, analyze, and otherwise use Client Data solely as necessary to provide, secure, support, and improve the Platform and to comply with applicable law.

4.3. As between the Parties, the Client owns the specific Output Materials it generates through its permitted use of the Platform, subject always to Chloris retaining ownership of the underlying Chloris IP, proprietary datasets, methodologies, and non-public Platform logic embodied in or used to generate such Output Materials.

4.4. The Client may not remove proprietary legends from Output Materials where such legends identify Chloris ownership of underlying data, methodologies, or software.

4.5. Chloris may use aggregated and anonymized usage information to operate, support, secure, and improve its products and services, provided such information does not identify the Client, its projects, or any natural person.

4.6. Any suggestions, ideas, or feedback provided by the Client regarding the Platform may be used by Chloris without restriction and without any obligation to the Client.

Article 5 - Support, Availability, and Security

5.1. Chloris shall use commercially reasonable efforts to make the Platform available during the Subscription Term, subject to maintenance, security interventions, force majeure, internet and telecommunications failures, and third-party service disruptions outside Chloris's reasonable control.

5.2. Planned maintenance that is expected to materially affect Platform availability shall, where reasonably practicable, be communicated in advance to the Client's designated contact.

5.3. Any specific uptime target, support response time, or service credit shall apply only if expressly stated in the Quotation. Unless the Quotation expressly provides otherwise, no service credits are due.

5.4. Unless otherwise stated in the Quotation, the Subscription includes standard product support for the Client's use of the Platform, such as reasonable assistance with access, bug reporting, and ordinary use of subscribed functionality. The Subscription does not include custom analysis, training, implementation, configuration services, data interpretation, strategic advisory support, or other services extending beyond standard product support. Such additional assistance may be provided by Chloris at its then-current rates or under a separate Professional Services Agreement or Statement of Work.

5.5. Chloris shall maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect Client Data against unauthorized access, destruction, loss, alteration, or disclosure, and shall notify the Client without undue delay after becoming aware of a confirmed security incident materially affecting Client Data processed by Chloris under this Agreement.

5.6. The Platform may incorporate or rely on data from public or third-party sources. Chloris does not guarantee the accuracy, completeness, or timeliness of such third-party source data. The Platform is a decision-support tool and does not constitute legal, engineering, tax, accounting, or investment advice.

Article 6 - Confidentiality

6.1. Each Party shall keep the other Party's Confidential Information confidential and shall use it only to perform or exercise its rights under this Agreement.

6.2. A receiving Party may disclose Confidential Information only to its employees, Affiliates, advisers, subcontractors, and Project Stakeholders who have a need to know it for the purposes of this Agreement and who are bound by confidentiality obligations or professional duties of confidentiality no less protective than those set out herein.

6.3. The obligations in this Article do not apply to information that the receiving Party can demonstrate:

(a) is or becomes publicly available without breach of this Agreement;

(b) was already lawfully known to the receiving Party without restriction before disclosure;

(c) is lawfully received from a third party without breach of a duty of confidentiality; or

(d) is independently developed without use of the disclosing Party's Confidential Information.

6.4. If disclosure is required by law, regulation, stock-exchange rule, or court order, the receiving Party shall, where legally permitted, promptly notify the disclosing Party and disclose only the portion legally required.

6.5. The obligations in this Article survive for five (5) years after termination or expiration of this Agreement, except for trade secrets, which remain protected for as long as they retain trade secret status under applicable law.

Article 7 - Data Protection

7.1. Chloris SAS undertakes to strictly comply with personal data protection regulations, including, as a company governed by French law, Law No. 78-17 of January 6, 1978 on information technology, data files and civil liberties, as amended (known as the French Data Protection Act), as well as Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016, known as the General Data Protection Regulation (the “GDPR”).

7.2. Clients are therefore invited to carefully read the Privacy Policy of Chloris SAS. This Privacy Policy aims to define the rules applicable to the collection, processing and transfer of personal data.

7.3. For any request for information, please use the following email address: privacy@chloris.ai, specifying the client reference where applicable, and/or consult the website of the French Data Protection Authority (Commission Nationale de l’Informatique et des Libertés - CNIL).

7.4. Some of the data collected and processed by Chloris SAS is necessary to enable Chloris SAS to pursue the purposes described in this Privacy Policy, including the provision of the Services or the management of Subscriptions. Failure to provide such data may therefore prevent Chloris SAS from providing the Services, in particular access to the Platform. Chloris SAS shall not be held liable for any such impediment in the event that the Client and/or the User refuses to provide the relevant data.

Article 8 - Limitation of Liability

8.1. Chloris SAS shall only be liable for direct damages caused by a breach of its obligations under this Agreement. To the maximum extent permitted by law, Chloris shall not be liable for any indirect, incidental, consequential, special, exemplary, punitive, unforeseeable, or non-direct damages, nor for any damages arising from or relating to the Client’s or any User’s use of the Platform.

8.2. To the maximum extent permitted by law, Chloris's total aggregate liability arising out of or in connection with this Agreement shall not exceed the total Subscription fees actually paid by the Client under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

8.3. The limitations in this Article shall not apply to liability that cannot be limited under applicable law, including fraud or willful misconduct.

Article 9 - Term, Renewal, and Termination

9.1. The initial Subscription Term, renewal mechanics, and effective date are set out in the Quotation.

9.2. Unless the Quotation provides otherwise, the Subscription renews automatically for successive periods equal to the initial term unless either Party gives written notice of non-renewal at least sixty (60) calendar days before the end of the then-current term.

9.3. Chloris may adjust fees for any renewal term by giving at least sixty (60) calendar days' prior written notice before the renewal term begins.

9.4. Either Party may terminate this Agreement with immediate effect by written notice if the other Party:

(a) commits a material breach that remains uncured thirty (30) calendar days after receipt of written notice describing the breach; or

(b) becomes insolvent, enters liquidation, or is the subject of analogous insolvency proceedings.

9.5. Upon expiration or termination:

(a) the Client's right to access the Platform ceases immediately;

(b) Chloris shall make Client Data reasonably available for export for thirty (30) calendar days, after which Chloris may delete it unless legal retention obligations apply;

(c) the Client may retain and continue to use Output Materials previously generated in accordance with this Agreement, subject to Article 3 and Article 4;

(d) accrued payment obligations remain due.

Article 10 - Fees and Payment

10.1. Fees, invoicing cadence, and payment terms are stated in the Quotation.

10.2. All amounts are exclusive of taxes, duties, and similar charges, except to the extent expressly stated otherwise.

10.3. Late payments shall bear penalties at the rate specified on the applicable invoice, provided that such rate shall not be lower than three (3) times the French legal interest rate, plus the fixed recovery indemnity of EUR 40, in accordance with Articles L.441-10 and D.441-5 of the French Commercial Code.

10.4. If the Client disputes an invoice in good faith, it shall notify Chloris in writing before the payment due date, describing the disputed amount and the basis for the dispute in reasonable detail. The Client shall timely pay all undisputed amounts, and the Parties shall work in good faith to resolve the dispute promptly.

10.5. Chloris may suspend access to the Platform if any undisputed invoice remains unpaid more than fifteen (15) calendar days after Chloris has sent a written payment reminder.

Article 11 - VAT

11.1. For Clients established in France, French VAT shall be charged at the applicable rate.

11.2. For Clients established in another EU Member State and validly identified for VAT purposes, the reverse charge mechanism shall apply where legally applicable. Chloris invoices may bear the mention "Autoliquidation - Article 283-2 du CGI" or any other legally required wording.

11.3. For Clients established outside France or outside the European Union, invoicing shall follow the VAT treatment required by applicable law for the relevant transaction.

Article 12 - Force Majeure

Neither Party shall be liable for delay or failure to perform caused by an event beyond its reasonable control, including natural disaster, war, terrorism, epidemic, labor disturbance, governmental action, internet outage, or failure of a critical third-party supplier, provided that the affected Party promptly informs the other Party and uses reasonable efforts to mitigate the effects of the event.

Article 13 - General Provisions

13.1. Each Party represents and warrants that it is duly organized, validly existing, and has the full right, power, and authority to enter into and perform this Agreement, and that the person signing this Agreement on its behalf is duly authorized to do so.

13.2. Each Party shall comply with the laws and regulations applicable to its performance under this Agreement.

13.3. This Agreement is governed by the laws of France.

13.4. Any dispute arising out of or in connection with this Agreement shall be submitted to the exclusive jurisdiction of the courts of Paris, France.

13.5. This Agreement, together with the Quotation and any annexes expressly incorporated by reference, constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior discussions and understandings relating thereto.

13.6. Any purchase order, vendor onboarding form, procurement portal entry, click-through procurement workflow, or similar document issued by the Client is for administrative purposes only. No term contained in any such document shall modify or supplement this Agreement unless expressly agreed in a written amendment signed by both Parties.

13.7. No amendment to this Agreement shall be effective unless made in writing and signed by both Parties.

13.8. Neither Party may assign this Agreement without the other Party's prior written consent, except in connection with a merger, acquisition, internal reorganization, or sale of all or substantially all of its relevant assets or business.

13.9. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions remain in full force and effect.

13.10. Chloris may identify the Client as a customer and use the Client's name and logo in factual customer lists, website materials, investor materials, and sales presentations, provided that Chloris does not imply the Client's endorsement of Chloris or any specific product claim. The Client may withdraw this permission for future use by written notice.

13.11. Notices under this Agreement shall be sent to the contact details stated in the Quotation and are deemed received on the first business day after confirmed transmission by email, unless the sender receives an error message or delivery failure notice.

13.12. The following provisions survive expiration or termination of this Agreement to the extent applicable: Article 3, Article 4, Article 6, Article 7, Article 8, Article 10 with respect to accrued payment obligations, Article 11, and Article 13, together with any other provision that by its nature is intended to survive.

13.13. Any Professional Services agreement between the Parties is separate from this Agreement unless expressly stated otherwise.