This SaaS Services Agreement (“Agreement”) is entered into between 4Degrees AV INC with a place of business at 1000 S Clark St., Suite 1814, Chicago, IL 60605 (“Company”), and the Customer (“Customer”).  This Agreement includes and incorporates the applicable Order Form, Company’s Terms of Service and Privacy available at 4Degrees.ai, as well as the attached Terms and Conditions and contains, among other things, warranty disclaimers, liability limitations and use limitations.  To the extent of a conflict between this Agreement and any of the foregoing, or any other purchase order or similar form even if signed by the parties executed prior to the date hereof, this Agreement shall control to the extent of such conflict.  Notwithstanding the foregoing, termination of this Agreement shall apply only to this agreement unless otherwise expressly stated herein.

TERMS AND CONDITIONS

1.              SAAS SERVICES AND SUPPORT

1.1            Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services.  As part of the registration process, Customer will identify an administrative user name and password for Customer’s Company account.  Company reserves the right to refuse registration of, or cancel passwords it deems inappropriate.

1.2            Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with Company’s standard practice.

2.              RESTRICTIONS AND RESPONSIBILITIES

2.1            Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the Company’s source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any of the Company’s software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on  the Company’s source code or object code (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third person (other than Customer’s affiliates or any entities in which Customer of any of its affiliates owns any interest); or remove any of the Company’s proprietary notices or labels from the Company’s source code or object code.

2.2            Further, Customer and Company (collectively, the “Parties”) may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.  As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227‑7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.”  Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

2.3            Each of the Parties represents, covenants, and warrants that they will use the Services only in compliance with the Company’s standard published policies then in effect which are provided to Customer in writing at least 30 days prior to their effective date (the “Policy”) and all applicable laws and regulations.  Each  of the Parties hereby agrees to indemnify and hold harmless the other Party against any damages, losses, liabilities, settlements and expenses (including  reasonable costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of this Agreement or otherwise from such Party’s use of Services in violation of applicable law or regulation. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services which violate the Company’s Policy or applicable law or regulation.

2.4            Each of the Parties shall be responsible for obtaining and maintaining any equipment and ancillary services in their possession, custody or control needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”).  Company  shall also be responsible for maintaining the security of the Equipment in its possession, custody or control, Customer account, passwords (including but not limited to administrative and user passwords) and files in its possession, custody or control, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

3.              CONFIDENTIALITY; PROPRIETARY RIGHTS

3.1            Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party).  Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Services.  Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information.  The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

3.2            Customer shall own all right, title and interest in and to the Customer Data, provided that Customer is hereby providing to Company a worldwide, irrevocable, perpetual and royalty-free (except as otherwise stated herein) license to use Customer Data in connection with this Agreement. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed by Company in connection with the Services or support, (c) and (c) all intellectual property rights related to any of the foregoing.

3.3            During the term of this Agreement,  Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and  Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

3.4            During the term of this Agreement, Company may acquire personally identifiable information about employees, independent contractors, clients, investors or third party individuals, including names, addresses, telephone or facsimile numbers, social security numbers, background information, credit card or banking information, health information, or other information entrusted to Customer (“Personal Information”).  Notwithstanding any provision of this Agreement to the contrary, Company acknowledges and agrees that during the term of this Agreement and thereafter, Company shall hold Personal Information in the strictest confidence and shall not disclose or use Personal Information received from Customer, except in connection with its work for Customer, or unless expressly authorized in writing by an authorized representative of Customer.  Company understands that there are laws in the United States and other countries that protect Personal Information, including but not limited to, the Gramm-Leach-Bliley Act and the California Consumer Privacy Act of 2018, in each case as amended and as applicable (collectively, “Privacy Laws”), and that Company must not use Personal Information received from Customer or make any disclosures of any Personal Information to any third party or from one country to another without prior approval of Customer.  Company represents, warrants, covenants and agrees to: (i) keep confidential all Personal Information; (ii) implement and maintain appropriate safeguards for Personal Information under applicable Privacy Laws, including but not limited to, ensuring the confidentiality of Personal Information, protecting against threats or hazards to the security or integrity of Personal Information and protecting against unauthorized access to or use of Personal Information; (iii) comply with all Privacy Laws and related laws, rules, and regulations regarding data privacy or data security applicable to Company, Customer or such Personal Information, and (iv) promptly notify Customer in writing of any unauthorized access or security breach related to such Personal Information. Company shall not under any circumstances collect, retain, use, sell, or disclose the Personal Information for any purpose other than as necessary to provide the Services for Customer during the term of this Agreement, and shall promptly respond to and comply with any requests made by Customer with respect to any Personal Information received from Customer, including but not limited to, a request to delete and destroy all copies of such Personal Information in Company’s possession, custody or control.  .

4.              PAYMENT OF FEES

4.1            Customer will pay Company the then applicable fees described in the Order Form for the Services in accordance with the terms therein (the “Fees”).  If Customer’s use of the Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein.  Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then‑current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit.  Inquiries should be directed to Company’s customer support department.

4.2            Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company thirty (30) days after the mailing date of the invoice.  Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all sales taxes, if any, associated with Services (excluding any taxes based on Company’s income, personnel or operations).

5.              TERM AND TERMINATION

5.1            Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.

5.2            In addition to any other remedies it may have, either Party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other Party materially breaches any of the terms or conditions of this Agreement.  Customer will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, Company will make all Customer Data available to Customer for electronic retrieval for a period of sixty (60) days, but thereafter Company may, but is not obligated to, delete stored Customer Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, indemnification, warranty disclaimers, limitations of liability, and Section 8 hereof.

6.              WARRANTY AND DISCLAIMER

Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Services in a professional and workmanlike manner.  Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.  However, Company 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.  EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

7.              LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY, NONE OF THE PARTIES NOR THEIR RESPECTIVE SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), SHAREHOLDERS, DIRECTORS, OFFICERS, AFFILIATES, CONTRACTORS, EMPLOYEES AND OTHER REPRESENTATIVES AND AGENTS SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES. (C) FOR ANY MATTER BEYOND THEIR REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH` AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.              MISCELLANEOUS

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.  This Agreement is not assignable, transferable or sublicensable except with prior written consent of the Parties.  This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.  No agency, partnership, joint venture, or employment is created as a result of this Agreement and no Party  has any authority of any kind to bind any other Party in any respect whatsoever.  Company agrees that monetary damages would not be a sufficient remedy for any breach of this Agreement by the Company or any of its suppliers, shareholders, directors, officers, affiliates, contractors, employees or other representatives or agents, and that Customer shall be entitled to seek specific performance or other equitable relief, in addition to any remedy available at law.  Such remedy shall not be deemed to be the exclusive remedy for a breach of this Agreement, but shall be in addition to all other remedies available at law or in equity.  Notwithstanding any provision of this Agreement to the contrary, in any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.  All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.  This Agreement shall be governed by the laws of the State of Illinois without regard to its conflict of laws provisions.

EXHIBIT A

Implementation & Support Terms

Company will provide bulk provisioning of user accounts, integration with customer email systems (as needed) and customer training (on site or via webinar) for implementation purposes.

Company will provide ongoing Technical Support to Customer via both telephone and electronic mail on weekdays during the hours of 9:00 am through 5:00 pm Central time, with the exclusion of Federal Holidays (“Support Hours”).

Customer may initiate a helpdesk ticket during Support Hours by calling 903-253-7398 or any time by emailing support@4degrees.ai.

Company will use commercially reasonable efforts to respond to all Helpdesk tickets within one (1) business day.