SNAPMAGIC MASTER SERVICES AGREEMENT

Date of Last Revision: April 3, 2025

This SnapMagic Master Services Agreement (“Agreement”) is entered into by and between SnapEDA, Inc., a Delaware corporation (“SnapMagic”), and the customer identified in the Order Form as the entity that is purchasing the Services from SnapMagic (“Customer”), to provide the master terms and conditions under which SnapMagic will provide such Services to Customer.  This Agreement is effective as of the date Customer first accesses the Services or signs the applicable Order Form, whichever comes first (“Effective Date”).

SnapMagic has developed and operates the CAD Platform, on which SnapMagic makes available a Database of Design Files used by electronics designers to rapidly design-in and discover electronic components. SnapMagic makes the Design Files available through its Terms of Service.  During the term of this Agreement, Customer wishes to obtain certain Services from SnapMagic with respect to the CAD Platform and Database, as provided in one or more Order Forms.

This Agreement consists of the following Master Terms and Conditions (“Master Terms”) and each Order Form and constitutes the complete understanding of the parties, superseding all prior and contemporaneous agreements and understandings (whether written or oral) between the parties with regard to the subject matter of this Agreement.
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MASTER TERMS AND CONDITIONS

1. DEFINITIONS

1.1 “CAD Platform” means the website currently located at www.snapmagic.com, and its API integrations.
1.2 “Customer Content” means any and all content, including logos, provided by Customer for use by SnapMagic in connection with the Services, but excluding Customer Design Files.  
1.3 “Customer Products” means Customer’s electronic components.“
1.4 Database” means SnapMagic’s database of Design Files, made available through the CAD Platform, and external integrations, including Syndicate Platforms.  
1.5 “Design Files” means all digital models, schematics, footprints, symbols, layouts, blueprints, and other CAD files distributed by SnapMagic.  Any Design Files for Customer Products that have been separately provided by Customer to SnapMagic for distribution as part of the Database are referred to in this Agreement as the “Customer Design Files”. 
1.6 “Models” means any symbols, footprints, 3D models and other models created by SnapMagic for Customer Products for inclusion in the Database pursuant to an Order Form. 
1.7 “Order Form” means each order form for specific Services pursuant to this Agreement, including its Product Attachments, that is signed by both parties.
1.8 “Platform” means Customer’s website or software application through which Customer gives access to the Database.  
1.9  “Product Attachment” means each SnapMagic document that is attached to or incorporated by specific reference to each Order Form, such as product descriptions, product specific terms, statement of work and the like. 
1.10  “Services” means the products and services provided by SnapMagic to Customer pursuant to this Agreement, as further described in the Order Form(s).
1.11 “SnapMagic IP” means any and all Software, Models and other technology, including all intellectual property rights in the foregoing, developed or licensed from a third party by SnapMagic. 
1.12 “Software” means SnapMagic’s software, including SnapMagic’s CAD tool interface, along with documentation that is provided by SnapMagic for the integration of the Platform with the Database.
1.13 “Subscription Term” means the period during which each Order Form is in effect, including the initial term and any and all renewal terms.  
1.14 “Syndicate Platforms” means the websites or other integrations of companies that are authorized by SnapMagic to connect to the Database to access Design Files.
1.15 “Users” means authorized users of the Platform.


2. ORDER FORMS; PRECEDENCE

‍2.1 Services.  From time to time, the parties will enter into one or more Order Form(s) with respect to Services to be provided by SnapMagic to Customer.  Neither party will be bound by any Order Form unless and until signed by both parties.
2.2 Order of Precedence.  In the event of any conflict among the documents comprising this Agreement with respect to particular Services, the order of precedence will be the applicable Order Form, then the applicable Product Attachments and these Master Terms.
2.3 No Other Documents:  Any additional or conflicting term in any purchase order or other similar form issued by Customer will have no force or effect, even if signed by the parties after the date of this Agreement or the Order Form. 

3. PROVISION OF SERVICES

3.1 Customer Responsibilities.   Customer is responsible for maintaining compatibility with the SnapMagic API or other integration, in order to transmit Customer Content as needed for the Services.  SnapMagic is not responsible for failure to receive Customer Content as a result of any modifications made to Customer’s system.
3.2 Non-Exclusive.  Customer’s participation in the Program is non-exclusive, and nothing in this Order Form implies any exclusive arrangement or any restriction on SnapMagic’s right to solicit and include other customers in the Program, some of which may have products that are competitive with Customer Products.
3.3 Services Modifications.  SnapMagic reserves the right to modify the Services, including the conditions for verification of a product, at any time at its sole discretion.  In addition, SnapMagic reserves the right to terminate one or more of the Services at any time at its sole discretion upon at least ninety (90) days prior written notice to Customer.

4. LICENSES; PROPRIETARY RIGHTS

4.1 Customer Content License: If any Order Form contemplates the provision by Customer to SnapMagic of any Customer Content, then Customer grants to SnapMagic a perpetual, irrevocable, royalty-free, transferable license to access, store, reproduce, distribute, transmit, broadcast, publish, publicly display and otherwise use the Customer Content in connection with the Database and CAD Platform, including the provision of Services.    
4.2 Software License:  If any Order Form states that SnapMagic is to provide Software to Customer, then subject to the terms and conditions of this Agreement, SnapMagic grants to Customer a limited, non-exclusive, non-transferable and royalty-free license to (a) integrate the Software in the Platform, and (b) publish and display the Software (in executable form only) on the Platform to permit Users to access the Database to search for and download Design Files.  
4.3 Users License:  Users’ access to and use of the Database and Design Files is subject to SnapMagic’s Terms of Service.  
4.4 License Restrictions:  Except as may be expressly permitted in the Order Form, Customer shall not, nor encourage or permit any User or any third party to: (a) save Design Files on Customer’s servers; (b) copy, reproduce, sell, assign, lease, lend, rent, issue, sublicense, make available, or otherwise distribute to any third party, or publicly perform, display or communicate, the Software or the Design Files or other SnapMagic IP; (c) decompile, disassemble, reverse engineer, decrypt, or otherwise attempt to discover the source code or non-literal aspects of, the Software or the Design Files or other SnapMagic IP; (d) remove, alter, or conceal, any copyright, trademark, or other proprietary rights notice or legend displayed or contained on or in the Software, Design Files or other SnapMagic IP; or (e) modify, alter, adapt, arrange, translate, or create a derivative work of the Software, the Design Files or other SnapMagic IP, or use the Software or the Design Files or other SnapMagic IP to develop any service or product that is the same as (or substantially similar to) the Software, Design Files, Database or other SnapMagic IP.
4.5 Ownership by SnapMagic: All right, title and interest, including all intellectual property rights, in and to the Software, Database, Design Files (other than Customer Design Files), and all other SnapMagic IP are the sole and exclusive property of SnapMagic.  SnapMagic reserves all rights not expressly granted to Customer hereunder, and for greater certainty, SnapMagic shall retain all intellectual property rights in and to the Design Files (other than Customer Design Files) and other SnapMagic IP, including all copies of the Design Files and other SnapMagic IP stored on the Platform.
4.6 Ownership by Customer:  All rights, title and interest, including all intellectual property rights, in and to the Platform, Customer Content and Customer Products is the sole and exclusive property of Customer, subject to the rights and licenses granted by Customer in connection with this Agreement.    

5. PRICING & PAYMENT

5.1 Pricing: The pricing and fees are set forth in the Order Form. Unless otherwise stated in the Order Form, pricing and fees shall increase by the lesser of five percent (5%) or CPI-U (as defined below) at the end of the initial term or renewal term during the Subscription Term of any Order Form (where “CPI-U” means the Consumer Price Index for All Urban Consumers for the U.S. City Average for all items as reported by the U.S. Department of Labor’s Bureau of Labor Statistics).
5.2 Invoicing; Payment: SnapMagic will invoice Customer monthly during the Subscription Term, or as otherwise provided in the Order Form, and if applicable will include with the invoice reasonable information regarding the calculation of the fees. Customer will pay all fees and other agreed charged within 30 days of SnapMagic's invoice, or as otherwise provided in the Order Form. Notwithstanding the foregoing, for the Viewer and Syndication Order Form, fees will begin on the earlier of (a) the first day of the calendar month in which Customer goes live, or (b) ninety (90) days after the Order Form Effective Date (the "Billing Start Date"), regardless of whether Customer has completed implementation or gone live, and shall continue for the same number of months as the Subscription Term set forth on such Order Form.
5.3 Taxes:  Customer is responsible for payment of any sales, use or similar taxes based on the transactions contemplated by this Agreement, provided that SnapMagic is responsible for payment of its net income taxes and taxes related to its employees and assets.
5.4 Non-payment:  Unpaid amounts are subject to finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus SnapMagic’s expenses of collection.  Customer’s failure to timely pay invoices in full may result in immediate suspension of all Services by SnapMagic upon written notice, until payment in full is received or termination by SnapMagic of the Order Form or this Agreement.

6. LIMITED WARRANTY; DISCLAIMERS
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6.1 Performance of Services:  SnapMagic will perform the Services in a professional and workmanlike manner and will use commercially reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner reasonably designed to minimize errors and interruptions in the Services.
6.2 Disruptions:  The Database, CAD Platform and the Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by SnapMagic or by third-party providers, or because of other causes beyond SnapMagic’s reasonable control, but SnapMagic will use commercially reasonable efforts to provide advance notice in writing or by e-mail of any scheduled Services disruption.
6.3 Disclaimer:  EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, SNAPMAGIC MAKES AVAILABLE AND PROVIDES THE SERVICES, AS WELL AS SOFTWARE AND OTHER SNAPMAGIC IP, THE DATABASE AND DESIGN FILES, TO LICENSEE AND USERS ON AN “AS IS” BASIS, AND SNAPMAGIC MAKES, AND THERE ARE, NO REPRESENTATIONS, COVENANTS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, CONCERNING ANY OF THE FOREGOING, INCLUDING WITHOUT LIMITATION: (I) IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE; (II) THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE; (III) THAT THE SOFTWARE, CAD PLATFORM, DATABASE, DESIGN FILES, OR OTHER SNAPMAGIC IP ARE ERROR FREE OR FREE FROM LATENT DEFECTS; (IV) NON-INFRINGEMENT; OR (V) WITH RESPECT TO THE FUNCTIONALITY, OPERATION OR USE OF THE SERVICES, INCLUDING SOFTWARE AND OTHER SNAPMAGIC IP, THE DATABASE, CAD PLATFORM AND DESIGN FILES, ALL OF WHICH ARE EXPRESSLY DENIED AND DISCLAIMED.  SnapMagic does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services.
6.4 Premium Support: If any Order Form states that SnapMagic is to provide Premium Support to Customer, Customer will receive support as provided in Exhibit A of this Agreement.  SnapMagic will have no obligation to provide any additional support or other services beyond those expressly set forth in Exhibit A except to the extent expressly set forth in an Order Form or SnapMagic’s Terms of Service or in a separate written agreement between SnapMagic and Customer.

7. CONFIDENTIALITY

7.1 NDA: SnapMagic and Customer have already signed a mutual non-disclosure agreement as identified on the Order Form (“NDA”) which will apply to information exchanged pursuant to this Agreement.  For avoidance of doubt, all pricing and non-public information regarding the Services and the SnapMagic IP constitutes the confidential and proprietary information of SnapMagic and are subject to the NDA.
7.2 Application to this Agreement:  The NDA will remain in full force and effect for the term of this Agreement, including all Subscription Terms, even if the NDA provides an earlier termination date.    If this Agreement conflicts with the NDA, this Agreement controls with respect to the subject matter of this Agreement.

8. USER DATA

8.1 Reasonable Safeguards:  SnapMagic will implement and maintain reasonable administrative, physical and technical safeguards that are designed to prevent unauthorized access of any personally identifiable data of Users (“Personal Data”) that is collected or accessed by SnapMagic in connection with this Agreement. These will include, without limitation, (i) physical security of the premises in which Personal Data will be processed or stored; (ii) reasonable precautions taken with respect to the employment of and access given to SnapMagic’s personnel; and (iii) network security program (which includes, without limitation, encryption of sensitive or private data).
8.2 Notice: SnapMagic will notify Customer promptly following its discovery of any suspected breach or compromise of the security, confidentiality, or integrity of any of the Personal Data.  Written notification provided pursuant to this paragraph will include a brief summary of the available facts, the status of SnapMagic’s investigation and, if known and applicable, the potential number of Users affected by the release of data relating to such User (“Affected Persons”).  If applicable, upon written request from Customer, SnapMagic agrees to notify the Affected Persons regarding any security breach in a form approved in writing by Customer.  Such notices will be delivered within a reasonable time at Customer’s direction.
8.3 Certain Obligations: All SnapMagic costs associated with any such security breach will be the responsibility of SnapMagic.  SnapMagic agrees that, unless required under applicable law or to the extent such security breach affects any other customers or licensees, it will not communicate with any third party, including, but not limited to, the media, vendors, consumers and Affected Persons regarding any such security breach without the express written consent and direction of Customer.  Subject to SnapMagic’s obligations in this Section 6, Customer agrees that SnapMagic may use and disclose the Personal Data in accordance with SnapMagic’s Privacy Policy.

9. TERM AND TERMINATION
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9.1 Agreement Term: This Agreement is effective on the Effective Date, and unless and until terminated as provided in this Section 7, this Agreement will remain in effect for a period of one (1) year (the “Initial Term”) and automatically renew for successive terms of one (1) year each (each a “Renewal Term”) unless and until terminated or either party provides the other party with at least thirty (30) days prior written notice of non-renewal.
9.2 Order Form Subscription Term.  Each Order Form will have its own Subscription Term, and this Agreement will apply to all Order Forms for their Subscription Terms, notwithstanding any earlier termination of this Agreement.  Each Order Form will be in effect as of its effective date and, unless earlier terminated pursuant to this Agreement or as may be provided in the Order Form, will remain in effect through the Subscription Term and thereafter will automatically renew for successive terms of one (1) year each unless and until terminated or either party provides the other party with at least thirty (30) days prior written notice of non-renewal.
9.3 Termination: Either party shall have the right to terminate this Agreement, including all Order Forms, immediately upon written notice if the other party fails to comply with or to perform any of its material obligations under any Order Form or this Agreement.
9.4 Effects of Termination:  Immediately upon any termination of this Agreement, and unless the terminating party has elected to retain any Order Form in effect (in which case, the following provisions will apply to such Order Form upon its expiration or termination), SnapMagic will cease providing the Services, and Customer shall (a) cease to have any rights to access or use the Software, the Database and other SnapMagic IP, (b) if applicable, remove the Software from the Platform and all copies in its possession or under its control, and (c) pay any and all fees owed to SnapMagic under this Agreement.
9.5 Survival:  Sections 4 (other than the Software License), 5, 6.3, 7, 9.4, 9.5, 10, and 11 shall survive the termination of this Agreement for any reason whatsoever.  The provisions of the Order Forms which by their nature should survive termination will survive termination, including without limitation payment/fees.

10. LIMITATION OF LIABILITY

10.1 Limitation of Liability:  EXCEPT FOR CUSTOMER’S BREACH OF ITS OBLIGATIONS UNDER SECTION 4.4, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR (A) ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING IN RESPECT OF LOST PROFIT OR REVENUE OR OPPORTUNITY, EXPECTED SAVINGS OR ANY OTHER ECONOMIC CONSEQUENTIAL LOSS OR DAMAGE) SUFFERED BY THE OTHER PARTY, EVEN IF SUCH DAMAGES ARE FORESEEABLE OR THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) AGGREGATE DIRECT DAMAGES FROM ANY AND ALL CAUSES OF ACTIONS AND CLAIMS IN EXCESS OF THE FEES PAID OR PAYABLE BY CUSTOMER DURING THE PRIOR TWELVE-MONTH PERIOD UNDER THE APPLICABLE ORDER FORM OUT OF WHICH LIABILITY AROSE, OR IF NONE, THEN $100.
10.2 Customer’s Own Judgment.  Customer represents and acknowledges that it is relying solely on its own judgment, including its own estimate of the market for its products, in entering into this Agreement and each Order Form, and that SnapMagic has made no written or verbal representations or warranties, either express or implied, regarding such subject matter, including the duration of this arrangement, the circumstances under which this Agreement or any Order Form will or may be terminated, the size of the market for Customer’s products or the amount of revenue, commissions or profits which Customer will, could or might expect to receive as a result of Customer’s participation or receipt of the Services.
10.3 Basis of Bargain:  The limitations and exclusions of liability above shall apply in respect of any expense, damage, loss, injury, or liability of any kind, regardless of the form of action or theory of liability (including for breach of contract, tort, negligence, strict liability, by statute or otherwise, but excluding any liability which cannot be limited or disclaimed under applicable law) and shall survive a fundamental breach or breaches or the failure of the essential purpose of this Agreement or of any remedy contained herein.

11. GENERAL

11.1 Governing Law:  This Agreement shall be governed by, construed and interpreted in accordance with the laws of the State of California, without regard to its conflicts of laws principles.  The parties irrevocably consent to the exclusive jurisdiction of the courts located in and serving the State of California.
11.2 Publicity; Customer Logo: Customer agrees that (a) SnapMagic may refer to Customer as a customer/partner on SnapMagic’s CAD Platform and in other marketing, advertising and promotional materials, and (b) SnapMagic may use Customer’s name and logo(s) provided as part of Customer Content for such purposes on SnapMagic’s CAD Platform.
11.3 Waiver; Severability:  All waivers must be in writing and signed by the waiving party. No delay in exercising any right or in failing to object to the other party’s breach shall impair any right or be construed as a waiver.  If any provision of this Agreement is invalid or unenforceable, the remaining provisions of this Agreement shall not be affected.
11.4 Assignment:  This Agreement is for the benefit of and be binding on both parties to this Agreement, their successors and permitted assigns. This Agreement may not be assigned by Customer without SnapMagic’s prior written consent.  This Agreement may be assigned by SnapMagic, provided that during the term of this Agreement SnapMagic gives written notice to Customer of such assignment, and any assignee agrees in writing to be bound by the terms of this Agreement.
11.5 Independent Contractors: Nothing in this Agreement shall be construed as constituting a partnership, joint venture, agency or employment relation between the parties, and neither party shall have any right whatsoever to incur any liability or obligation on behalf of the other party.
11.6 Notices: Notices under this Agreement must be in writing and will be considered given when delivered personally, or by e-mail (with confirmation of receipt), or by courier (with tracking capabilities), or by conventional mail (registered or certified, postage prepaid with return receipt requested).  Notices must be addressed to the parties at the addresses above, but each party may change its address by written notice in accordance with this paragraph.
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