Attachment G – U.S. Government Customer Amendment

This U.S. Government Customer Amendment (“Amendment”) forms part of the Caspio Platform Terms of Service or other master agreement between Caspio, Inc. (“Caspio”) and Customer governing Customer’s use of the Service (the “Agreement”). This Amendment applies automatically, without signature, whenever Customer is a Government Customer as defined below. In the event of a conflict between this Amendment and the Agreement, this Amendment controls. In the event of a conflict between this Amendment and a government contract, purchase order, or solicitation provision required by applicable procurement law (including the Federal Acquisition Regulation (“FAR”) and agency supplements), the government contract provision controls.

“Government Customer” means (a) an agency or instrumentality of the United States Government (a “Federal Customer”), or (b) a U.S. state, territorial, tribal, or local government entity, or a public education institution or other public body subject to state procurement, appropriations, or sovereign immunity law (a “Public Sector Customer”). Government entities and public bodies of jurisdictions outside the United States are addressed in Section C-3 and are not Government Customers under this Amendment.

PART A – FEDERAL CUSTOMERS

The following provisions apply when Customer is a Federal Customer, and the Agreement is deemed modified as follows:

A-1. No Indemnification or Unauthorized Obligations by the Government.

Any provision of the Agreement requiring Customer to indemnify, defend, or hold harmless Caspio or any third party, or imposing on Customer any open-ended obligation for legal costs, damages, or other amounts not authorized in an appropriation, is deleted and shall have no effect. Nothing in the Agreement requires the Government to obligate or pay funds in violation of the Anti-Deficiency Act (31 U.S.C. 1341). Caspio’s indemnification obligations to Customer under the Agreement remain in effect.

A-2. Limitation of Liability.

The limitations and exclusions of liability in the Agreement apply only to the extent permitted by federal law. Nothing in the Agreement limits Customer’s rights or remedies under the Contract Disputes Act of 1978 or the FAR, or limits Caspio’s liability for fraud or claims arising under 28 U.S.C. 2514, or impairs the Government’s right to recover for fraud or crimes arising out of or related to the Agreement under any federal fraud statute, including the False Claims Act (31 U.S.C. 3729–3733).

A-3. Term; No Automatic Renewal.

Any provision providing for automatic renewal of a subscription term or automatic incurrence of future charges is deleted. Subscription terms renew only upon an affirmative order or modification executed by an authorized representative of Customer, and all obligations of Customer extending beyond the current fiscal year are subject to the availability of appropriated funds.

A-4. Governing Law.

The Agreement’s governing law and venue provisions are deleted with respect to Federal Customers. The Agreement is governed by the federal laws of the United States.

A-5. Disputes; No Arbitration.

Any provision requiring binding arbitration, establishing a contractual dispute-resolution forum, or waiving jury trial is deleted. Disputes are resolved in accordance with the Contract Disputes Act of 1978 and FAR 52.233-1 (Disputes). Customer may continue use of the Service, and Caspio shall continue performance, pending resolution of a dispute as required by the applicable disputes clause.

A-6. Modifications to Terms.

Notwithstanding any provision permitting Caspio to modify the Agreement by posting revised terms or by Customer’s continued use of the Service, no revision that materially changes the terms applicable to a Federal Customer is enforceable against Customer unless incorporated into the applicable government contract by bilateral modification. Acceptance of terms by an end user through a click-through or comparable mechanism does not bind the Government or any Government authorized end user beyond the scope of the underlying contract.

A-7. Assignment.

Caspio may not assign the Agreement, and Customer’s approval rights are preserved, except as permitted under FAR 52.232-23 (Assignment of Claims) and 41 U.S.C. 6305. Caspio may assign its right to receive payment as permitted by the Assignment of Claims Act.

A-8. Attorneys’ Fees; Costs.

Any provision entitling Caspio to recover attorneys’ fees, costs, interest, or penalties from Customer is deleted, except as authorized by federal statute, including the Prompt Payment Act (31 U.S.C. chapter 39) with respect to interest on overdue payments and the Equal Access to Justice Act with respect to litigation costs.

A-9. Confidentiality of the Agreement; FOIA.

Neither the Agreement nor its pricing is “confidential information” of Caspio as against the Government. Release of information relating to the Agreement is governed by the Freedom of Information Act (5 U.S.C. 552). Customer may retain confidential information as required by law, regulation, or its document-retention procedures, subject to the continuing confidentiality obligations of the Agreement.

A-10. Taxes.

Customer is not required to pay any tax from which it is exempt as an agency or instrumentality of the United States. Tax responsibility, if any, is governed by the applicable government contract.

A-11. Equitable Relief; Audits.

Any provision permitting Caspio to obtain injunctive or other equitable relief against Customer, or granting Caspio automatic audit rights against Customer with associated payment obligations, applies only to the extent permitted by federal law, and nothing in the Agreement constitutes a waiver of the sovereign immunity of the United States.

A-12. Publicity.

Caspio will not use the name, seal, or logo of Customer or any federal agency, or state or imply agency endorsement of the Service, without prior written permission of the agency.

PART B – PUBLIC SECTOR (STATE, LOCAL, TRIBAL, AND EDUCATION) CUSTOMERS

The following provisions apply when Customer is a Public Sector Customer, and the Agreement is deemed modified as follows:

B-1. Indemnification; Sovereign Immunity.

Any obligation of Customer to indemnify, defend, or hold harmless Caspio or any third party applies only to the extent permitted by the constitution and laws of Customer’s jurisdiction and does not require Customer to incur obligations in advance of or in excess of appropriations. Nothing in the Agreement waives any sovereign or governmental immunity available to Customer, or any statutory limitation on Customer’s liability.

B-2. Limitation of Liability.

The limitations and exclusions of liability in the Agreement apply only to the extent permitted by the laws of Customer’s jurisdiction.

B-3. Renewal; Non-Appropriation.

Automatic renewal applies only to the extent permitted by the laws of Customer’s jurisdiction; where prohibited, subscription terms renew only upon Customer’s affirmative order. Customer’s payment obligations beyond its current fiscal period are subject to the appropriation of funds. If sufficient funds are not appropriated for a subsequent fiscal period, Customer may terminate the affected subscription effective at the end of the last funded period, upon written notice to Caspio, without penalty or early-termination charge, provided Customer pays all amounts due for the funded period.

B-4. Governing Law; Venue.

Where the laws of Customer’s jurisdiction require, the Agreement is governed by the laws of the state in which Customer is located, without regard to conflict-of-law rules, and venue lies in the state or federal courts of that state, in place of the governing law and venue stated in the Agreement.

B-5. Dispute Resolution.

Any provision requiring binding arbitration or waiving jury trial applies only to the extent permitted by the laws of Customer’s jurisdiction and is otherwise deleted.

B-6. Public Records.

Customer’s obligations of confidentiality under the Agreement are subject to applicable public records, open records, and freedom of information laws of Customer’s jurisdiction. Customer will, where legally permitted, provide Caspio prompt notice of any request for records constituting Caspio’s confidential information so that Caspio may seek available protections at its own expense.

B-7. Publicity.

Caspio will not use Customer’s name, seal, or logo, or state or imply Customer’s endorsement of the Service, without Customer’s prior written permission.

PART C – GENERAL

C-1. Scope.

Except as expressly modified by this Amendment, the Agreement remains in full force and effect. This Amendment applies to the Agreement and to its attachments and addenda, including the AI Solutions Addendum, and to any Business Associate Agreement between Caspio and Customer, including its amendments and addenda, to the same extent.

C-2. Business Associate Agreement Amendments.

Notwithstanding any provision of a Business Associate Agreement between Caspio and Customer permitting amendment by notice, lapse of an objection period, or continued use of the Service, no amendment to a Business Associate Agreement is effective against a Government Customer unless agreed in writing by both parties.

C-3. Non-U.S. Government and Public Sector Customers.

This Amendment does not apply to government entities or public bodies of jurisdictions outside the United States. Caspio serves such customers under a mutually executed agreement; prospective customers should contact legal@caspio.com. In any event, nothing in the Agreement waives any immunity available to such an entity under applicable law, and the Agreement applies to such an entity only to the extent consistent with the mandatory public procurement law of its jurisdiction.

C-4. Severability.

If any provision of this Amendment is held unenforceable, the remaining provisions remain in effect, and the affected provision will be enforced to the maximum extent permitted by applicable law.