# Public Sector Addendum

Addendum to the Vault Terms of Service for Public Entities

Effective date: October 7, 2026

This Public Sector Addendum (this “**Addendum**”) modifies the Vault Terms of Service (the “**Terms**”), including Part B (Hardware and Software Terms of Sale), Part C (Limited Warranty), Part D (VaultOS Software License Agreement), Part E (Platform Guidelines) and Part F (Acceptable Use Policy), and the Vault Support Services Terms (the “**Support Terms**”), in each case only where the Customer is a Public Entity. It is entered into by Vault AI Systems, LLC, a Minnesota limited liability company (“**Vault**”), and the Public Entity identified in the signature block (“**Customer**”).

This Addendum applies only when it has been executed by both parties and referenced in a Procurement Document or an Order. Where this Addendum conflicts with the Terms or the Support Terms, this Addendum controls. Everything in the Terms and the Support Terms that this Addendum does not modify remains in full force. Capitalized terms not defined here have the meanings given in Part B of the Terms.

## 1. Definitions

1.1

**“Public Entity” **means a school district, charter school, public college or university, county, city, township, special district, state agency, board or commission, or federally recognized tribal government, located in the United States, that purchases Products for its own governmental or educational use.

1.2

**“Procurement Document” **means a purchase order, requisition, solicitation response, contract award, cooperative purchasing agreement or similar instrument issued under Customer’s procurement rules.

1.3

**“Fiscal Year” **means Customer’s fiscal year as established by applicable law or by its governing body.

1.4

**“Support Plan” **means the Vault Concierge support plan sold with each Cube under Part B, Section 17 of the Terms and governed by the Support Terms.

## 2. Order of precedence and Procurement Documents

2.1

**Ordering vehicle. **Vault accepts Customer’s Procurement Document as the vehicle for placing an Order. Administrative provisions of a Procurement Document, such as invoicing instructions, billing references, delivery addresses, contract numbers and reporting formats, bind Vault.

2.2

**Substantive terms. **Terms in a Procurement Document that would alter the substantive rights or obligations of either party bind Vault only if they are required by a statute or regulation that applies to Customer, Customer identifies them in writing before Vault accepts the Order, and Vault accepts them in writing. Vault’s acknowledgment of a Procurement Document, or its performance, is not acceptance of any other term. Part B, Section 32.10 of the Terms otherwise applies.

2.3

**Precedence. **In case of conflict, the following control in this order: (1) this Addendum; (2) the Terms; (3) the Support Terms and the Support Plan description; (4) the administrative provisions of the Procurement Document.

## 3. Purchase of Products

3.1

**Sale is final. **The purchase of a Cube is a sale of goods that is complete when Vault ships it. Part B, Sections 10 (No cancellation by Customer) and 15 (All sales final) of the Terms apply to Public Entities. Nothing in Sections 4 or 6 of this Addendum permits Customer to cancel an Order for Products, return Products or obtain a refund of the price of Products, except as Part B, Sections 3.3, 5.2, 8.2, 9.2 and 14 and Part C of the Terms expressly provide.

3.2

**Payment for Products. **Payment for Products is due in full before shipment as Part B, Section 6 of the Terms provides. Where a statute that applies to Customer prohibits payment before receipt of goods, Customer will identify the statute in writing before Vault accepts the Order, and Vault may, at its sole discretion and in writing, agree to payment on Delivery or within the period required by Customer’s prompt payment statute. In that case Vault may require a Procurement Document and an appropriation certificate before it begins the build, and title to the Products does not pass to Customer until Vault has received payment in full.

3.3

**Payment methods. **In addition to the methods in Part B, Section 6.2 of the Terms, a Public Entity may pay by check or warrant drawn on a public treasury. Vault may hold shipment until a check or warrant has cleared.

3.4

**Taxes. **Customer will provide a valid tax-exemption certificate with its Order. Without one, Vault will charge applicable taxes as Part B, Section 7 of the Terms provides.

## 4. Support Plan and non-appropriation of funds

4.1

**Support Plan required. **Each Cube is sold with a Support Plan, which is billed monthly at the fee stated in the Order, as Part B, Section 17.1 of the Terms provides. This Section 4 modifies the Support Plan only. It does not modify Section 3 of this Addendum.

4.2

**Appropriation. **Customer’s obligation to pay Support Plan fees in any Fiscal Year after the one in which the Order is placed is subject to the appropriation of funds for that purpose by Customer’s governing body. Nothing in the Agreement creates a debt of Customer that exceeds amounts lawfully appropriated or obligates Customer to appropriate funds in a future Fiscal Year.

4.3

**Non-appropriation. **If funds are not appropriated, or are insufficient, to pay Support Plan fees for a Fiscal Year, Customer may terminate the Support Plan effective on the last day of the last Fiscal Year for which funds were appropriated, by giving Vault written notice at least thirty (30) days before that date, together with a written statement from Customer’s chief financial officer or equivalent that funds were not appropriated. Customer will have no liability for Support Plan fees for periods after the effective date of termination.

4.4

**Good faith. **Customer will make reasonable efforts to obtain appropriation of funds for the Support Plan, will not use non-appropriation as a substitute for termination for convenience where funds are available, and will give Vault prompt notice of any anticipated shortfall.

4.5

**Effect. **On termination under Section 4.3: (a) Support Services and the Updates and model releases provided under the Support Plan end; (b) Vault continues to make security patches and updated Validated Models available for the Cube as Part B, Section 17.2 of the Terms provides; (c) the Limited Warranty in Part C continues for its remaining Warranty Period; and (d) fees paid for periods before the effective date are not refundable. Customer may ask Vault to reinstate the Support Plan when funds are appropriated, on the terms the Support Terms provide for reinstatement.

4.6

**No automatic renewal. **The Support Plan does not renew automatically after any term the Support Terms state and contains no evergreen provision. Vault will send a renewal quotation at least ninety (90) days before the end of the then-current term, and renewal requires Customer’s affirmative action by a Procurement Document or an executed renewal order.

4.7

**Multi-year terms. **The parties may agree in a Procurement Document to a multi-year Support Plan term. Each Fiscal Year of a multi-year term is subject to Sections 4.2 through 4.5.

## 5. Payment terms for Support Plan fees

5.1

**Invoices. **Vault will invoice Support Plan fees monthly in advance. Vault will include on each invoice the information Customer reasonably requires, including the Procurement Document number. Customer will notify Vault of any deficiency in an invoice within ten (10) business days after receipt; otherwise the invoice is a proper invoice.

5.2

**Due date. **Undisputed Support Plan invoices are payable within thirty (30) days after receipt of a proper invoice, or within the period required by the prompt payment statute that applies to Customer, whichever is longer.

5.3

**Late payment. **Interest on a late payment accrues only at the rate provided by the prompt payment statute that applies to Customer or, if none applies, at the lower of one percent (1%) per month and the maximum rate permitted by law. Part B, Section 6.4 of the Terms is modified accordingly for Support Plan fees.

5.4

**Suspension. **Vault may suspend Support Services for non-payment of Support Plan fees only after thirty (30) days’ written notice and an opportunity to cure, and will not suspend for an amount that Customer has disputed in good faith by written notice before the due date. Suspension does not relieve Customer of its obligation to pay undisputed amounts.

## 6. Termination for convenience

6.1

**Right to terminate. **Where a statute or procurement regulation that applies to Customer requires that Customer be able to terminate the Support Plan for convenience, Customer may terminate the Support Plan on sixty (60) days’ written notice. Customer will identify the statute or regulation in its notice.

6.2

**Effect. **On termination under Section 6.1, Customer will pay Support Plan fees through the effective date of termination, Section 4.5 applies, and neither party has further liability for the Support Plan except under provisions that survive by their nature. Termination under this Section does not affect the purchase of Products, which remains final under Section 3.

## 7. Indemnification

7.1

**Limits on Customer’s indemnity. **Customer’s obligations under Part B, Section 25.4 of the Terms apply only to the extent permitted by the constitution, statutes and regulations that apply to Customer. Customer is not required to indemnify Vault beyond its legal authority, to waive any statutory limit on its liability, or to indemnify Vault for Vault’s own negligence or willful misconduct.

7.2

**Responsibility in lieu of indemnity. **Where Customer lacks legal authority to indemnify, each party is responsible for its own acts and omissions and those of its officers, employees and agents, to the extent provided by applicable law, and Customer will not assert any defense that would deny Vault a remedy for Customer’s breach of Part D, Part F or Part B, Section 28 of the Terms.

7.3

**Vault’s indemnity preserved. **Vault’s obligations under Part B, Sections 25.1 through 25.3 of the Terms apply in full for Customer’s benefit, subject to the exclusions stated there and to the limits in Part B, Section 26.

7.4

**Immunity preserved. **Nothing in the Agreement waives any sovereign, governmental, official or statutory immunity, or any statutory limit on liability, available to Customer. No such immunity or limit extends to Vault.

## 8. Governing law and dispute resolution

8.1

**Governing law. **Part B, Section 31.5 of the Terms applies, except that where Customer is prohibited by its constitution or statutes from agreeing to the law of another state, the Agreement is governed by the laws of the state in which Customer is located, without regard to its conflict of laws rules.

8.2

**Arbitration. **Part B, Sections 31.2 and 31.3 of the Terms apply only to the extent Customer is not prohibited by applicable law from agreeing to binding arbitration or to a waiver of jury trial. Where they do not apply, any dispute not resolved under Part B, Section 31.1 will be brought in the state or federal courts of competent jurisdiction in the county in which Customer is located, and each party consents to that venue.

8.3

**Fees. **Each party bears its own costs and attorneys’ fees, except as a statute that applies to Customer or Part B, Section 31.6 of the Terms provides for Vault’s collection of amounts due.

8.4

**Preserved. **The disclaimers in Part C, Section 11 and Part D, Section 17 of the Terms, the limitation of liability in Part B, Section 26, the allocation of compliance responsibility in Part B, Sections 18 through 20, and the exclusions in Part C, Sections 6 and 7 remain in full force.

## 9. Public records and confidentiality

9.1

**Public records law. **Customer is subject to a public records, open records, data practices or freedom of information law, which in Minnesota is the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13. Part B, Section 22 of the Terms is modified so that Customer’s confidentiality obligations are subject to its obligations under that law, and disclosure required by that law is not a breach.

9.2

**Marking and notice. **Vault will conspicuously mark as “Confidential” or “Trade Secret” any materials it provides that it considers to be trade secret or otherwise protected from disclosure. Customer will, to the extent the law allows, notify Vault before disclosing marked materials in response to a public records request and give Vault a reasonable opportunity to seek a protective order at Vault’s expense. Customer is not obliged to litigate or to withhold records beyond what the law permits.

9.3

**Pricing and award. **Customer may disclose the prices, the fact of the award and the Procurement Document as required by law.

9.4

**Contractor data obligations. **Where applicable law requires a contractor that receives government data to comply with that law, Vault will comply with it as to any government data it actually receives. Because a Cube is designed to operate without sending Customer Data to Vault, and Vault does not host, access or process Customer Data as Part B, Section 19 of the Terms describes, Vault does not receive government data in the ordinary course.

## 10. Student data and educational institutions

This Section applies to a Customer that is a school district, charter school, public college or university or educational agency subject to the Family Educational Rights and Privacy Act (FERPA), the Minnesota Student Data Privacy Act or a comparable state student privacy law.

10.1

**Data remains with Customer. **Education records and student data that Customer places on a Cube remain on Customer’s premises, in Customer’s possession and under Customer’s control. Vault does not receive, collect, store, transmit or maintain education records or student data on Customer’s behalf and does not use student data for any purpose.

10.2

**No persistent access. **Vault has no persistent access to a Cube. Remote support sessions are initiated by Customer, supervised by Customer and ended by Customer, as Part E, Section 6 of the Terms describes. Customer is responsible for ensuring that education records are not exposed during a support session or an on-site visit.

10.3

**School official status. **Because Vault does not receive education records, Vault is not a “school official” and is not a “technology provider” that receives student data within the meaning of the Minnesota Student Data Privacy Act. If Customer’s policy requires a designation for on-premises vendors, Vault will sign a statement that documents its limited role, provided that the statement does not impose obligations inconsistent with this Section.

10.4

**Student data privacy agreements. **Vault will consider in good faith any student data privacy agreement that a state law requires Customer to obtain from its vendors. Vault will not execute an instrument that characterizes Vault as a processor, operator, controller or custodian of student data, that imposes breach-notification duties for data Vault does not hold, or that conflicts with the Terms. In place of such an instrument, Vault will provide the documentation described in Section 10.5.

10.5

**Documentation. **At Customer’s request, Vault will provide system architecture and data-flow documentation and configuration attestations suitable for inclusion in Customer’s own privacy and compliance program.

## 11. Protected health information

11.1

**No business associate agreement. **Vault does not enter into business associate agreements and is not a business associate under HIPAA, because it does not create, receive, maintain or transmit protected health information on Customer’s behalf. A Public Entity that operates a covered health care component and requires a signed business associate agreement from a vendor before using that vendor’s product should not place protected health information on a Cube.

## 12. Insurance

12.1

**Coverage. **Vault maintains, at its own expense, commercial general liability, workers’ compensation, professional liability and cyber liability insurance in amounts customary for its industry.

12.2

**Certificates. **Vault will provide certificates of insurance on request and, where a procurement regulation requires it and the coverage is commercially available, will name Customer as an additional insured on its commercial general liability policy.

12.3

**Not a limitation. **The insurance described in this Section does not limit, expand or otherwise affect the limitation of liability in Part B, Section 26 of the Terms.

## 13. Certifications and compliance

13.1

**Eligibility. **Vault certifies that it is not presently debarred, suspended, proposed for debarment or declared ineligible for the award of contracts by any federal, state or local government agency.

13.2

**Non-discrimination. **Vault complies with the federal and state non-discrimination and equal employment opportunity requirements that apply to it as a contractor.

13.3

**Work authorization. **Vault complies with the employment eligibility verification requirements that apply to it, and will complete an E-Verify or equivalent certification where a statute that applies to Customer requires one.

13.4

**Ethics and gratuities. **Vault has not offered and will not offer any gratuity or gift to an officer or employee of Customer in connection with the award or performance of the Agreement, and represents that it has no conflict of interest in performing it.

13.5

**Additional certifications. **Vault will execute additional certifications required by a statute that applies to Customer, provided that Customer identifies them before Vault accepts the Order and they do not alter the substantive obligations of either party.

## 14. Accessibility

14.1

**Statement. **On request, Vault will provide its current accessibility conformance documentation for the user interfaces of the Vault Software. Vault does not warrant conformance to any particular accessibility standard. Customer is responsible for evaluating accessibility for its use case.

14.2

**Remediation. **If Customer identifies a material accessibility barrier in a Vault user interface, Vault will work in good faith to identify a reasonable accommodation or workaround. This Section does not create a warranty or a service level commitment.

## 15. Records and audit

15.1

**Retention. **Vault will retain records supporting the amounts it invoices under the Agreement for the period required by applicable law or three (3) years after final payment, whichever is longer.

15.2

**Scope. **Customer or its authorized auditors may examine those records on reasonable advance notice, during business hours, solely to verify invoiced amounts, not more than once in any twelve (12) month period. Audit rights do not extend to Vault’s cost structure, personnel records, other customers, source code, model weights or other proprietary information. Part D, Section 14 of the Terms otherwise applies.

## 16. Assignment and cooperative purchasing

16.1

**Assignment by Vault. **Part B, Section 32.3 of the Terms is modified so that Vault will give Customer prior written notice of an assignment to an Affiliate or in connection with a merger, financing, reorganization or sale of assets, and will obtain Customer’s consent where applicable law requires it, which consent will not be unreasonably withheld or delayed.

16.2

**Cooperative purchasing. **At Vault’s discretion and where the law allows, other Public Entities may purchase Products and Support Plans on the terms of the Agreement by issuing their own Procurement Document and executing this Addendum. Customer has no liability for the obligations of any other entity, and Vault is not obliged to extend any price indefinitely.

## 17. Publicity

17.1

**Consent required. **Part B, Section 23 of the Terms is modified so that Vault will obtain Customer’s prior written consent before using Customer’s name, logo or seal in marketing, except in a factual list of customers where the award is already a matter of public record.

## 18. Notices

18.1

**Addresses. **Notices to Customer will be sent to the contract administrator identified in the Procurement Document, with a copy to Customer’s legal or business office if the Procurement Document identifies one. Notices to Vault will be sent as Part B, Section 32.4 of the Terms provides, to support@vaultaisystems.com.

## 19. Entire agreement and execution

19.1

**Entire agreement. **This Addendum, the Terms, the Support Terms, the Support Plan description and the applicable Procurement Document are the entire agreement between the parties for the Products and the Support Plan and supersede all prior proposals and communications on those subjects. This Addendum may be amended only in a writing signed by authorized representatives of both parties.

19.2

**Execution. **This Addendum takes effect when signed by authorized representatives of both parties and may be signed in counterparts and electronically. To obtain an execution copy, contact support@vaultaisystems.com.

VAULT AI SYSTEMS, LLC

By:

Name:

Title:

Date:

Procurement Document no.:

CUSTOMER (Public Entity)

By:

Name:

Title:

Date:

Procurement Document no.:

Page: https://vaultaisystems.com/legal/public-sector-addendum