SOFTWARE AS A SERVICE (SAAS) TERMS AND CONDITIONS

These Software as a Service (SaaS) Terms and Conditions (collectively with the Proposal, these “Terms and Conditions”), effective as of the date stated on the Proposal (the “Effective Date”), is by and between Artemis Intelligence, LLC d/b/a Aperture.ai (“Provider”), and the entity identified on the Proposal (“Customer”). Provider and Customer may be referred to herein collectively as the “Parties” or individually as a “Party.”
WHEREAS, Provider is in the business of providing fee-based access to the Services, Documentation, and Consulting Services to its customers; and
WHEREAS, Customer desires to access the Services, Documentation, and/or Consulting Services and Provider desires to provide Customer with such access, subject to these Terms and Conditions.
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions.
(a) “Aggregated Statistics” means data and information related to Customer's use of the Services that is used by Provider in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
(b) “Authorized User” means Customer's employees, consultants, contractors, and agents as expressly listed on the Proposal who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to these Terms and Conditions.
(c) “Consulting Services” means those consulting services listed on the Proposal.
(d) “Customer Data” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services.
(e) “Documentation” means Provider's user guide and other end user documentation relating to the Services provided by Provider to Customer either electronically, at www.aperture.ai or in hard copy form to the Customer.
(f) “Proposal” means the Proposal to which these Terms and Conditions are attached, which has been completed by Customer and Provider and includes certain specific details of the Customer’s engagement with Provider.
(g) “Provider IP” means the Services, the Documentation, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, Provider IP includes Aggregated Statistics and any information, data, or other content derived from Provider's monitoring of Customer's access to or use of the Services but does not include Customer Data.
(h) “Services” means the software-as-a-service offering described in the Proposal.
(i) “Third-Party Products” means any third-party products that are provided with or incorporated into the Services. At the time of this agreement, Auth0 is a functioning third-party product to execute the Services.

2. Access and Use.
(a) Provision of Access. Subject to and conditioned on Customer's payment of Fees as listed in the Proposal and compliance with all other of these Terms and Conditions, Provider hereby grants Customer a non-exclusive, non-transferable (except in compliance with Section 12(g)) right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer's internal use. Provider shall provide to Customer the necessary network links or connections and usernames and passwords to allow Authorized Users to access the Services. Such usernames and passwords shall be provided directly to Customer by Provider, or alternatively, at Provider’s sole discretion, Provider shall provide functionality for Customer to directly create usernames and passwords for Authorized Users The total number of Authorized Users shall not exceed the number set forth in the Proposal, except as expressly agreed to in writing by the Parties and subject to any appropriate adjustment of the Fees payable hereunder.
(b) Documentation License. Subject to these Terms and Conditions, Provider hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 12(g)) license to use the Documentation during the Term solely for Customer's internal business purposes in connection with its use of the Services.
(c) Use Restrictions. Customer shall not use the Services for any purposes beyond the scope of the access granted in these Terms and Conditions. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to:
(i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part;
(ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation;
(iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part;
(iv) remove any proprietary notices from the Services or Documentation; or
(v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
(d) Reservation of Rights. Provider reserves all rights not expressly granted to Customer in these Terms and Conditions. Except for the limited rights and licenses expressly granted under these Terms and Conditions, nothing in these Terms and Conditions grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any rights in the Services or Documentation or any intellectual property rights or other right, title, or interest in or to the Provider IP.
(e) Suspension. Notwithstanding anything to the contrary in these Terms and Conditions, Provider may temporarily suspend Customer’s and any Authorized User’s access to any portion or all of the Services if:
(i) Provider reasonably determines that (A) there is a threat or attack on any of the Provider IP; (B) Customer’s or any Authorized User’s use of the Provider IP disrupts or poses a security risk to the Provider IP or to any other customer or vendor of Provider; (C) Customer, or any Authorized User, is using the Provider IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Provider’s provision of the Services to Customer or any Authorized User is prohibited by applicable law;
(ii) any vendor of Provider has suspended or terminated Provider’s access to or use of any third-party services or products required to enable Customer to access the Services;
(iii) Provider is subject to a claim that the Services infringe the intellectual property of any third party; or
(iv) in accordance with Section 5(a)(iii) (any such suspension described in subclause (i), (ii), (iii), or (iv), a “Service Suspension”).
Provider shall use reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Provider shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Provider will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.
(f) Aggregated Statistics. Notwithstanding anything to the contrary in these Terms and Conditions, Provider may monitor Customer’s use of the Services and collect and compile Aggregated Statistics. As between Provider and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Provider. Customer acknowledges that Provider may compile Aggregated Statistics based on Customer Data input into the Services. Provided that Aggregated Statistics do not identify Customer or Customer's Confidential Information, Customer agrees that Provider may (i) make Aggregated Statistics publicly available in compliance with applicable law and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law.

3. Customer Responsibilities.
(a) General. Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of these Terms and Conditions. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of these Terms and Conditions if taken by Customer will be deemed a breach of these Terms and Conditions by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of these Terms and Conditions’ provisions as applicable to such Authorized User's use of the Services and shall cause Authorized Users to comply with such provisions.
(b) Third-Party Products. Provider may from time to time make Third-Party Products available to Customer through the Services. For purposes of these Terms and Conditions, such Third-Party Products are subject to their own terms and conditions and the applicable flow-through provisions referred to in Proposal. Customer acknowledges that Provider has made Customer aware of the flow-through provisions of any terms and conditions of such Third-Party Products.

4. Service Levels and Support. Subject to these Terms and Conditions, Provider shall use commercially reasonable efforts to make the Services available in accordance with the service levels and provide support as set forth in Exhibit A.

5. Fees and Payment.
(a) Fees. Customer shall pay Provider the fees (“Fees”) as set forth in the Proposal without offset or deduction. Customer shall make all payments hereunder in US dollars on or before the due date set forth in Proposal. If Customer fails to make any payment when due, without limiting Provider's other rights and remedies: (i) Provider may charge interest on the past due amount at the rate of one and one-half percent (1.5%) per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse Provider for all reasonable costs incurred by Provider in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) if such failure continues for thirty (30) days or more, Provider may suspend Customer’s and its Authorized Users’ access to any portion or all of the Services until such amounts are paid in full.
(b) Taxes. All Fees and other amounts payable by Customer under these Terms and Conditions are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Provider’s income.
(c) Auditing Rights and Required Records. Customer agrees to maintain complete and accurate records in accordance with generally accepted accounting principles during the Term and for a period of two years after the termination or expiration of these Terms and Conditions with respect to matters necessary for accurately determining amounts due hereunder. Provider may, at its own expense, on reasonable prior notice, periodically inspect and audit Customer's records with respect to matters covered by these Terms and Conditions including Fees paid and number and identity of Authorized Users, provided that if such inspection and audit reveals that Customer has underpaid Provider with respect to any amounts due and payable during the Term or provided access to the Services to more users than agreed to by the Parties, Customer shall promptly pay the amounts necessary to rectify such underpayment or additional access, together with interest in accordance with Section 5(a). Customer shall pay for the costs of the audit if the audit determines that Customer's underpayment equals or exceeds five percent (5%) for any yearly quarter. Such inspection and auditing rights will extend throughout the Term of these Terms and Conditions and for a period of two years after the termination or expiration of these Terms and Conditions.

6. Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, that is/and whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party’s employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order or (ii) to establish a Party’s rights under these Terms and Conditions, including to make required court filings. On the expiration or termination of these Terms and Conditions, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of these Terms and Conditions for as long as such Confidential Information remains subject to trade secret protection under applicable law.

7. Intellectual Property Ownership and Feedback.
(a) Provider IP. Customer acknowledges that, as between Customer and Provider, Provider owns all right, title, and interest, including all intellectual property rights, in and to the Provider IP and, with respect to Third-Party Products, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products.
(b) Customer Data. Provider acknowledges that, as between Provider and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to Provider a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Provider to provide the Services to Customer, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics. All Customer Data will be managed and processed in accordance with Provider’s Data Processing Policy.
(c) Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to Provider by mail, email, telephone, or otherwise, suggesting or recommending changes to the Provider IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), Provider is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to Provider on Customer's behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Provider is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Provider is not required to use any Feedback.

8. Limited Warranty and Warranty Disclaimer. (a) Provider warrants that the Services will conform in all material respects to the specifications and functionality described in the Documentation when accessed and used in accordance with the Documentation. Notwithstanding the foregoing, Provider does not make any representations or guarantees regarding uptime or availability of the Services other than the issuance of service credits pursuant to Exhibit A. The service credits set forth in Exhibit A are Customer's sole remedy and Provider’s sole liability under the limited warranty set forth in this Section 8(a). THE FOREGOING WARRANTY DOES NOT APPLY, AND PROVIDER STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS.
(b) EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 8(a),THE PROVIDER IP IS PROVIDED “AS IS” AND PROVIDER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 8(a), PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE PROVIDER IP, OR ANY SERVICE OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

9. Indemnification.
(a) Provider Indemnification.
(i) Provider shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) (“Losses”) incurred by Customer resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that the Services, or any use of the Services in accordance with these Terms and Conditions, infringes or misappropriates such third party’s intellectual property rights, provided that Customer promptly notifies Provider in writing of such Third-Party Claim, cooperates with Provider, and allows Provider sole authority to control the defense and settlement of such Third-Party Claim.
(ii) If a Third Party-Claim is made or appears possible, Customer agrees to permit Provider, at Provider’s sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing or (B) obtain the right for Customer to continue use. If Provider determines that neither alternative is reasonably available, Provider may terminate these Terms and Conditions, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer.
(iii) This Section 9(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; (B) use of the Services other than provided for in the Documentation; (C) modifications to the Services not made by Provider; or (D) Customer Data.
(b) Customer Indemnification. Customer shall indemnify, hold harmless, and, at Provider's option, defend Provider from and against any Losses resulting from any Third-Party Claim that the Customer Data, or any use of the Customer Data in accordance with these Terms and Conditions, infringes or misappropriates such third party’s intellectual property rights and any Third-Party Claims based on Customer’s or any Authorized User’s (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized by these Terms and Conditions; (iii) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; or (iv) modifications to the Services not made by Provider, provided that Customer may not settle any Third-Party Claim against Provider unless Provider consents to such settlement, and further provided that Provider will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
(c) Sole Remedy. THIS SECTION 9 SETS FORTH CUSTOMER’S SOLE REMEDIES AND PROVIDER’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
10. Limitations of Liability. IN NO EVENT WILL PROVIDER BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS AND CONDITIONS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL PROVIDER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID AND AMOUNTS ACCRUED BUT NOT YET PAID TO PROVIDER UNDER THESE TERMS AND CONDITIONS IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
11. Term and Termination.
(a) Term. The initial term of these Terms and Conditions begins on the Effective Date and, unless terminated earlier pursuant to these Terms and Conditions' express provisions, will continue in effect for the period of time specified in the Proposal (the “Initial Term”). These Terms and Conditions will automatically renew for additional successive term as specified in the Proposal unless earlier terminated pursuant to these Terms and Conditions’ express provisions or either Party gives the other Party written notice of non-renewal at least ninety (90) days prior to the expiration of the then-current term (each a “Renewal Term” and together with the Initial Term, the “Term”).
(b) Termination. In addition to any other express termination right set forth in these Terms and Conditions:
(i) Provider may terminate these Terms and Conditions, effective on written notice to Customer, if Customer: (A) fails to pay any amount when due hereunder, and such failure continues more than thirty (30) days after Provider’s delivery of written notice thereof or (B) breaches any of its obligations under Section 2(c) or Section 6;
(ii) Either Party may terminate these Terms and Conditions, effective on written notice to the other Party, if the other Party materially breaches these Terms and Conditions, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach; or
(iii) either Party may terminate these Terms and Conditions, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
(c) Effect of Expiration or Termination. Upon expiration or earlier termination of these Terms and Conditions, Customer shall immediately discontinue use of the Services and Provider IP and, without limiting Customer’s obligations under Section 6, Customer shall delete, destroy, or return all copies of the Provider IP and Confidential Information and certify in writing to the Provider that the Provider IP and Confidential Information has been deleted or destroyed. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund.
(d) Survival. This Section 11(d) and Sections 1, 5, 6, 7, 8(b), 9, 10, and 12 survive any termination or expiration of these Terms and Conditions. No other provisions of these Terms and Conditions survive the expiration or earlier termination of these Terms and Conditions.

12. Miscellaneous.
(a) Entire Agreement. These Terms and Conditions, together with any other documents incorporated herein by reference and all related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of these Terms and Conditions and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of these Terms and Conditions, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, these Terms and Conditions, excluding its Exhibits; (ii) second, the Exhibits to these Terms and Conditions as of the Effective Date; and (iii) third, any other documents incorporated herein by reference.
(b) Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and addressed to the Parties at the addresses set forth on the Proposal (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile, or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in these Terms and Conditions, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section.
(c) Force Majeure. In no event shall Provider be liable to Customer, or be deemed to have breached these Terms and Conditions, for any failure or delay in performing its obligations under these Terms and Conditions, if and to the extent such failure or delay is caused by any circumstances beyond Provider’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, pandemic, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
(d) Amendment and Modification; Waiver.
(i) Amendment to Terms and Conditions. No amendment to or modification of these Terms and Conditions is effective unless it is in writing and signed by an authorized representative of each Party.
(ii) Amendment to Proposal. No amendment to or modification of the Proposal is effective unless an authorized representative of a Party requests such amendment or modification to the Proposal through a writing (where an email communication shall be considered a writing) and an authorized representative of the other Party agrees to the amendment or modification with a responsive writing (where an email communication shall be considered a responsive writing).
(iii) No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in these Terms and Conditions, (A) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from these Terms and Conditions will operate or be construed as a waiver thereof, and (B) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
(e) Severability. If any provision of these Terms and Conditions is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of these Terms and Conditions or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify these Terms and Conditions so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
(f) Governing Law; Submission to Jurisdiction. These Terms and Conditions is governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware. Any legal suit, action, or proceeding arising out of or related to these Terms and Conditions or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
(g) Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Provider, which consent shall not be unreasonably withheld, conditioned, or delayed. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. These Terms and Conditions is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
(h) Export Regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Services or any Customer Data outside the US.
(i) Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 6 or, in the case of Customer, Section 2(c), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
(j) Counterparts. These Terms and Conditions may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.


EXHIBIT A

SERVICE LEVELS AND SUPPORT

Provider shall provide the following service levels and support for the Services:

1. Definitions
“Excused Downtime” means the total number of minutes in the applicable month that the Services are unavailable due to downtime due to the failure of a Third-Party Product or a third-party product or service that is not in the Provider’s control.
“Impact” means the extent of deviation from the normal service level, in terms of the number of Authorized Users affected.
“Issue” means an unscheduled or unanticipated incident that adversely affects the delivery of the Services by Provider to Customer.
“Required Monthly Availability” means the total number of minutes in the applicable month, minus the Excused Downtime and the Scheduled Downtime.
“Resolution” means that Provider has resolved an Issue.
“Response” means Provider’s response to Customer regarding an Issue, beginning as soon as Provider receives notice of an Issue, including telephone or email notification.
“Scheduled Downtime” means the total number of minutes in the applicable month that the Services are unavailable due to Our scheduled maintenance and repair.
“Services Availability Percentages” means the percentage of Required Monthly Availability the system was available.
“Services Request” means any request made by Customer to Provider for the purpose of invoking Provider’s assistance and engagement for any service level and support-related activity.

2. Maintenance and Support Services. Provider will provide maintenance and support services set forth herein as part of the Services. Such maintenance and support services are available to Customer and Authorized Users.
a. Help Desk Support.
i. Provider support help desk (“Help Desk”) is available from 8:00 Eastern U.S. Standard Time to 5:00 PM Eastern U.S. Standard Time Monday through Friday, excluding U.S. federal holidays. Support is provided in the English language.
ii. Customer may make a Service Request by calling the Help Desk at +1 440. 462. 4509 or email the Help Desk at info@aperture.ai.
iii. All Services Requests will remain open until Provider has resolved the Services Request.
iv. By submitting a Service Request, you are authorizing Provider’s technical support team to download or copy any data necessary for troubleshooting and correcting the reported Issue.
b. Emergency Support. Provider will provide emergency maintenance and support services for those failures or nonconformities that significantly impair Customer’s normal use of the Services. In such an instance, Customer will notify Provider by calling the Help Desk or, if the Help Desk is not open, by making a Service Request by emailing info@aperture.ai with sufficient detail for Provider to understand the Issue and that the Issue is an emergency. As soon as practicable after receiving a Service Request for emergency maintenance and support services, Provider will notify Customer of the planned actions and timeframe to correct such failures or non-conformities.
c. General Improvements. Provider may from time to time implement general improvements to the Services at its sole discretion. Such improvements shall either address a known issue or improve the features of performance of the Services.

3. Severity Levels and Response Time.
a. Severity Level Definitions. The definitions of Service Levels are listed in the table below.
Severity Level Definition
Severity 1 Services are unavailable for all Authorized Users.
Severity 2 Services are usable with limited capabilities and/or intermittent interruptions which have significant business impact.
Severity 3 Services are disrupted for less than a substantial number of Authorized Users with no reasonable workaround available.
Severity 4 Services are disrupted for less than a substantial number of Authorized Users where a reasonable workaround is available.
b. Issue Response and Resolution Times. Provider shall use commercially reasonable efforts to meet the response time and resolution time listed in the table below:

Severity Level Response Time Resolution Time
Severity 1:   Less than 60 minutes    Less than 8 hours
Severity 2:  Less than 2 hours           Less than 3 business days
Severity 3:  Less than 6 hours           Less than 5 business days
Severity 4:  Less than 2 days            Less than 5 business days

4. Service Credits. Provider will use commercially reasonable efforts to ensure the Services are available (i.e., accessible and usable) at the monthly guaranteed uptime and provide service credit for any month where the uptime is below the monthly guaranteed uptime as set forth in the table below.
Monthly Guaranteed Uptime: 99.0%

Actual Monthly Uptime Service Credit
99.0%-100.0%  -- 0%
97.0%-98.9%  --  5%
95.0%-96.9%  -- 10%
90.0%-94.9%   --25%
Less than 90.0% --  35%