Cloud Services Subscription Transaction Document between Datavault AI Inc. and IBM

Exhibit 10.2

Base Agreement Number: SEFIMYD7UZ

Embedded Solution Agreement

Cloud Services Subscription Transaction Document: 02

This is a Cloud Services Transaction Document (“TD”) under the: i) Embedded Solution Agreement (“Base Agreement”) and the Attachment for Cloud Services (“Attachment”); or ii) the Cloud Services Agreement (“Base Agreement”) and the Attachment for Embedded Solutions for Cloud Services (“Attachment”), as previously agreed to between the parties. This TD becomes effective as of the date the last party executes it (“Effective Date”).

Unless this TD is signed by 06/30/2025, IBM reserves the right to reject the terms of this TD.

By signing below (by hand or where recognized by law, electronically), each party agrees to the terms of this TD and the terms of the Service Description(s) referred to in this TD. Once signed, both parties agree that 1) any reproduction of this TD made by reliable means (for example, photocopy or facsimile) is considered an original, unless invalid under local law; 2) this TD, together with the Base Agreement, the Attachment, and the applicable Service Description(s), forms a separate agreement (collectively, the “Agreement”); and 3) this TD, together with the Base Agreement, the Attachment, and the applicable Service Description(s), is the parties' complete agreement and replaces all prior oral or written communications between the parties regarding the transactions described in this TD. All terms used in this TD and not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

Base Agreement Number: SEFIMYD7UZ

Embedded Solution Agreement

Cloud Services Subscription Transaction Document: 02

In addition to the Territory restriction in the Base Agreement and the applicable Attachment, BP may not distribute the Embedded Solution containing IBM Product(s) to End Users in Cuba, Iran, North Korea, Russia, Syria, Belarus, Crimea, and the Donetsk, Luhansk, Kherson and Zaporizhia (Zaporizhzhia) regions of Ukraine (collectively, “Prohibited Destinations”). In addition, BP may not distribute the Embedded Solution containing IBM Product(s) to: (i) majority-owned subsidiaries of any entity located or headquartered in any Prohibited Destination; or (ii) entities majority-owned by citizens of the Prohibited Destinations, or majority-owned by entities headquartered in any Prohibited Destination.

BP will receive the right to use the following Cloud Service(s) in accordance with the Agreement, the relevant Service Description(s), and this TD. BP will pay the applicable payment as described below for the Cloud Services BP acquires.

Cloud Service Subscriptions

BP may order the Cloud Service Subscription(s) listed below. Upon order execution, a provisioning code will be provided to the BP to activate the subscription.

Prices are based upon a committed contract value specified in the following Purchase Commitment Table. The specified amounts are the minimum cloud services value that BP commits to purchase during each year of this TD. For clarity, only paid orders for new licenses shall count towards the purchase commitment. At the end of each one-year period, IBM will compare BP's actual attainment to the purchase commitment for that period. If BP's attainment exceeds the purchase commitment in a given one-year period, the excess will be applied toward the commitment in the following year of this TD. If BP has not attained the commitment, BP agrees to submit to IBM a purchase order for cloud services in the amount of the remaining balance within 7 days of the end of the applicable one-year period. If BP fails to submit such purchase order, IBM may invoice BP the remaining balance and BP shall pay IBM for such amount.

Base Agreement Number: SEFIMYD7UZ

The latest version(s) of the following Service Description(s), which can be found at https://www.ibm.com/support/customer/csol/terms or also available in the Portal (if applicable), are incorporated herein by reference:

Service Descriptions, which apply to those specific Cloud Services.

For clarity, and notwithstanding the order of precedence in the Attachment, references in the Service Description(s) to: (i) ‘you’ or ‘Client’ shall mean BP and not End User; (ii) ‘Order Document’ shall mean this TD; and (iii) ‘Data Processing Addendum’ or ‘DPA’ shall mean IBM’s Data Processing Addendum for Business Partners (BP-DPA).

For the avoidance of doubt, providing only installation or implementation services or hosting the Product alone is not considered significant new functionality or capability and does not constitute Value Add.

The Value Add must include an application that contains commercial intellectual property that BP either owns or has the right to sublicense.

The term of this TD will be three years from the Effective Date (“Initial Term”). Additional Cloud Service TDs may be available for purchase for additional one (1) year terms, as mutually agreed to by the parties in writing. The discount above is based upon a $6,334,706.40 committed contract value over the 3 year period.

The charge for each selected Cloud Service subscription will be based on the rates quoted in Section 1 when BP places an order for each subscription of the Cloud Service. BP may purchase a Cloud Service subscription by placing an initial order as described below in Section 5C, or by placing written orders as described in this Section 5A. Each new Cloud Service subscription requires a written order from BP based on the terms of this TD or a quote generated by IBM. Orders submitted by BP in writing may be in the form of a purchase order at BP's option.

IBM will invoice BP in advance for the Cloud Service Subscription(s) BP orders. For Initial Orders, the billing frequency is indicated in the Initial Order Table in 5C below. For subsequent orders, BP will select a billing frequency available for the Cloud Service Subscription (e.g. monthly, quarterly, annually, or up-front) and indicate that selection on the written order submitted to IBM. If BP does not indicate a billing frequency on the written order, IBM will invoice BP monthly in advance for that order.

Base Agreement Number: SEFIMYD7UZ

Unless IBM otherwise notifies BP in writing, Cloud Service subscription orders (including purchase orders if BP elects to provide them) are to be emailed to the following address:

Electronically: https://systems-ordering.ibm.com

BP is placing the following order for the Cloud Services subscription(s) below upon TD signing. Notwithstanding the terms of this Agreement or our prior practice, payment is not contingent upon issuance of a purchase order. All approvals required to issue payment have been obtained. Billing Frequency is specified in the Initial Order Table below. Amounts are due upon receipt of the invoice and payable within 75 days of the invoice date. The bill to, ship to addresses along with specific ordering information and amounts due under this Agreement are included herein or in other documents related hereto. This order is firm and irrevocable. Any additional Cloud Service subscriptions will be ordered and paid for as specified in in this Agreement.

Initial Order Table – Cloud Service Subscriptions

Base Agreement Number: SEFIMYD7UZ

Technical support for Cloud Services is described in the Service Description(s) listed in Section 2 (“Technical Support”). IBM provides Technical Support to BP and not to End Users. BP will develop a service plan to enable convenient, efficient, and timely support of Cloud Services it markets as an Embedded Solution. The service plan will include, but not be limited to, (i) maintaining a support process adequate to support the latest release of and provide service for all Cloud Services for which BP provides services, (ii) an escalation process, (iii) identification and maintenance of qualified technical support personnel and mutually-agreed resource commitments, management contacts, and support location(s), and (iv) logging and reporting procedures for BP's service activities.

BP will provide Level 1 Support which means BP will be the initial contact for all service requests from End Users regarding the Embedded Solution. BP will only refer requests to IBM through BP's designated technical support personnel and processes after BP 1) validates that the Cloud Service is eligible for support and 2) performs its respective responsibilities.