Agreement Last Revised: Feb 20th, 2024This agreement (“Agreement”) is between Opmaint India Private Limited (“Opmaint”, “We”,“Us”) and the person or entity agreeing to the terms of this Agreement (“Customer”, “You”).This Agreement is effective on the earliest of (a) the date Customer signs up to the Service(as defined below); (b) Customer entering into an Order Form (as defined below) or similarform referencing or otherwise incorporating this Agreement; or (c) Customer’s use of theService (the “Effective Date”). If you are entering into this Agreement on behalf of yourorganization, that organization is deemed to be the Customer and you represent that youhave the power and authority bind that organization to this Agreement.1. DefinitionsIn addition to definitions set forth elsewhere in this Agreement, the following terms have thefollowing meanings:● Admin User: means any individual who is authorized by You to use the Service, towhom You (or We at Your request) have supplied access credentials, and who haspermissions to administer Your account within the Service in addition to using allother features of the Service applicable to Your Subscription.● Affiliate: means any entity that directly or indirectly Controls, is Controlled by, or isunder common Control with the subject entity. “Control,” for purposes of thisdefinition, means direct or indirect ownership or control of more than 50% of thevoting interests of the subject entity.● AI Features: means features or functionality enabled by artificial intelligencetechnology, including large language models or machine learning, that We makeavailable as part of the Service.● Authorized User: means any Admin User, Paid User, or Requester User.● Beta Service: means certain features, technologies, and services that are notgenerally available to Our customers, as updated from time to time.● Custom Integration: means any custom integration created by Opmaint, pursuant toImplementation Services (as defined below) purchased by Customer, to enableinteroperability between the Service and systems owned or operated by Customer,including but not limited to Third-Party Tools (as defined below).● “Customer Data” means information, data, and other content, in any form ormedium, that is collected, downloaded, or otherwise received, directly or indirectly, byUs or Our Affiliates from Customer or an Authorized User by or through the Service,including Customer assets, policies, practices, and protocols that Customer or itsAuthorized Users upload or otherwise provide to the Service. For the avoidance ofdoubt, Customer Data does not include any information reflecting the access or useof the Service by or on behalf of Customer or any Authorized User.● “Documentation” means the online documentation and feature descriptions for theService made available to Customer through Our website, or that We otherwise makeavailable to You, along with any applicable then-current documentation provided forany Custom Integrations.● “Malicious Code”means code, files, scripts, agents or programs intended to doharm, including, for example, viruses, worms, time bombs, and trojan horses.● “Order Form” means an online confirmation page or an ordering documentspecifying a Subscription to the Service or Implementation Services, or both, to beprovided under this Agreement. For clarity, Order Forms may include online requestsby You for access to the Service for a particular number of Users along with anyaccepted quotes, purchase orders, scopes of work, or signed order forms, in eachcase referencing this Agreement and without any terms or conditions added by You.● “Our” means Opmaint's and “Your” means Customer’s.● “Our Materials” means the Service, Software, Documentation, Opmaint APIs(subject to Customer’s rights in Customer Connectors), including any modifications,improvements, derivatives, or enhancements to any of the foregoing, GlobalProcedure Library, and Our Systems and any and all other information, data,documents, materials, works, and other content, devices, methods, processes,hardware, software, and other technologies and inventions, including anydeliverables, technical or functional descriptions, requirements, plans, or reports, thatare provided, developed or used by Us or any Subcontractor (as defined below) inconnection with the Service or otherwise comprise or relate to the Service or OurSystems, including any information, data, or other content derived from Opmaint’smonitoring of Customer’s or any Authorized User’s access to or use of the Service,but not including Customer Data.● “Our Systems” means the information technology infrastructure used by or onbehalf of Opmaint in providing the Service, including all computers, software,hardware, databases, electronic systems (including database management systems),and networks, whether operated directly by Us or using third-party services.● Paid User: An individual, other than an Admin User, who is authorized by You to usethe Service, to whom You (or We at Your request) have supplied access credentials,and who has permissions to use features of the Service applicable to YourSubscription beyond the permissions provided to a Requester User, subject to anylimitations set forth in the applicable Order Form.● Privacy Policy: Our Privacy Policy, as updated from time-to-time, located at:https://Opmaint.com/privacy-policy or such other URL as We may provide from timeto time.● Purchased Service: The Service that You purchase under an Order Form specifyinga paid Subscription, as distinguished from those provided pursuant to a free trial orunder a free Subscription.● Requester User: An individual who is authorized by You to use the Service for thelimited purpose of making work requests, viewing the status of work requests, andsending and receiving messages within the Service, and any other limitedpermissions provided to Requester Users specified in the Documentation, and towhom You (or We at Your request) have supplied access credentials.● Service: The computerized maintenance and management software as a serviceplatform that We make available online and through one or more mobile applications,including any changes or updates, as described in the applicable Order Form.● Software: The Custom Integrations, any software included as part of the OpmaintAPI, and any mobile application software that We provide or otherwise makeavailable to You or Your Authorized Users.● Subscription: Access to the Service as requested by You on a per User basis asspecified in the applicable Order Form.● Subscription Term: The period of time during which Authorized Users are permittedto use the Service as set forth in the applicable Order Form along with any renewalsas specified in Section 12.2 (Term of Purchased Subscriptions).● Third-Party Materials: Materials and information, in any form or medium, includingany open-source or other software, documents, data, content, specifications,products, equipment, or components of or relating to the Service that are notproprietary to Opmaint.● User: An Admin User or Paid User.2. Free TrialIf You register for a free trial Subscription to the Service on Our website or with Our mobileapplication, subject to the terms of this Agreement, We will make the Service available toYou on a trial basis, free of charge, until the earlier of (a) the end of the free trial period, or(b) the start date of any paid Subscription ordered by You. Additional trial terms andconditions may appear on the trial registration web page and are incorporated into thisAgreement by reference.Your Customer Data that You input into Our Systems, and any customizations made to theService by or for You, during Your free trial may be permanently lost or deleted at the end ofthe free trial period unless You purchase a Subscription to the Service before the end of thefree trial period.3. Provision of Services3.1 Provision of the ServiceWe will use commercially reasonable efforts to make the Service available to Customer andits Authorized Users pursuant to this Agreement and the applicable Order Form.Notwithstanding the foregoing, the Service may not be available due to planned downtime(which We will schedule to the extent practicable during low usage hours such as nights orweekends).3.2 Access and UseOpmaint hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable(except in compliance with Section 14.3), worldwide right to access and use, and permitAuthorized Users to access and use, the Service solely for Customer’s internal businessoperations in accordance with the terms of this Agreement.3.3 Software LicenseOpmaint hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable(except in compliance with Section 14.3) license to execute and use any Software that Weprovide in connection with use of the Service as permitted herein, in object code only, solelyfor Customer’s internal business operations in accordance with the terms of this Agreement.If We provide You with any mobile application Software, then the foregoing license includesthe right to install such Software, solely on devices owned or controlled by Customer or theapplicable Authorized User (each, an “Authorized Device”).3.4 API LicenseIf included in Your current Subscription plan, and subject to the terms and conditions of thisAgreement, including payment of all applicable fees, Opmaint hereby grants Customer anon-exclusive, non-transferable, non-sublicensable license, during the applicableSubscription Term, to use the Opmaint API to create and maintain Customer’s ownconnectors (“Customer Connectors”) to enable interoperability between the Service on theone hand, and Customer’s own systems or Third-Party Tools on the other hand.3.5 Documentation LicenseOpmaint hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable(except in compliance with Section 14.3) license to use, and permit Authorized Users to use,the Documentation solely for Customer’s internal business purposes.3.6 Changes to the Service, Installed Software, and DocumentationWe reserve the right, in Our sole discretion, to make changes to the Service, Software,Opmaint API, and Documentation at any time that We deem necessary or useful to (a)maintain or enhance: (i) the quality or delivery of services to Our customers; (ii) thecompetitive strength of or market for Our services; or (iii) the Service’s cost efficiency orperformance; or (b) to comply with applicable Law.3.7 Beta ServiceWe may invite You to try Beta Service at no charge. You may accept or decline any such trialin Your sole discretion. Beta Service will be clearly designated as beta, pilot, limited release,developer preview, non-production, evaluation or by a description of similar import. BetaService is for evaluation purposes and not for production use, are not considered part of the“Services” under this Agreement, are not supported, and may be subject to additional terms.Unless otherwise stated, any Beta Service trial period will expire upon the date that a versionof the Beta Service becomes generally available. We may discontinue Beta Service at anytime in Our sole discretion and may never make features, technologies, or services of BetaService generally available.3.8 Suspension or Termination of ServiceWe may suspend, terminate, or otherwise deny Customer’s, any Authorized User’s, or anyother Person’s access to or use of all or any part of the Service, without incurring anyresulting obligation or liability, if: (a) Opmaint receives a judicial or other governmentaldemand or order, subpoena, or law enforcement request that expressly or by reasonableimplication requires Opmaint to do so; or (b) Opmaint believes, in its good faith andreasonable discretion, that: (i) Customer or any Authorized User has failed to comply withany term of this Agreement, including payment obligations, or accessed or used the Servicebeyond the scope of the rights granted or for a purpose not authorized under thisAgreement; (ii) Customer or any Authorized User is, has been, or is likely to be involved inany fraudulent, misleading, or unlawful activities relating to or in connection with any of theService; or (iii) this Agreement expires or is terminated. This Section 3.8 does not limit any ofOur other rights or remedies, whether at law, in equity, or under this Agreement.3.9 SupportEach Subscription includes customer support services (“Support Services”) at the supportlevels applicable to the Subscription in accordance with the Opmaint service supportschedule then in effect.3.10 Implementation ServicesIf You purchase technical, integration, configuration, customization, consultation,implementation, or other professional services specified in the applicable Order Form (suchservices, collectively, “Implementation Services”), Opmaint shall provide suchImplementation Services as set forth on the applicable Order Form. We will not be obligatedto provide, procure, manage and/or administer as part of the Implementation Services anyhardware, equipment, materials, software, products, applications, or services except asspecifically identified and included in the Implementation Services as set forth on anapplicable Order Form. We will use commercially reasonable efforts to complete theImplementation Services on any timelines set forth in writing on the applicable Order Form orotherwise mutually agreed in writing, but in any event, within one (1) year from the effectivedate of the Order Form; provided, however, You acknowledge and agree that all timelinesare only estimates, and that Our ability to perform the Implementation Services in a timelymanner depends upon Your performance of Your obligations specified in the applicableOrder Form and/or as otherwise reasonably requested by Us. Without limiting the generalityof the foregoing, You will provide Us with the information, data, systems, and materials, andaccess to and assistance from qualified personnel, as reasonably requested by Us, for theperformance of the Implementation Services. We will have no liability for deficiencies in theImplementation Services resulting from any act or omission by You or on Your behalf, or anyof Your employees, contractors, or agents. Except as may be otherwise agreed in writing,fees for Implementation Services are non-refundable.3.11 SubcontractorsWe may engage third parties (each, a “Subcontractor”) to perform Our obligations under thisAgreement in Our discretion, but We remain responsible for performance of any suchSubcontractor.3.12 Third-Party ToolsThe Service may offer integrations with, or otherwise the ability to connect to or use, certainthird-party products, services or software (including, without limitation, data products andservices) which are not owned, controlled, provided, or operated by Opmaint (collectively,“Third-Party Tools”). Customer’s use of Third-Party Tools is subject to, and governed by, theapplicable terms and conditions for such Third-Party Tools, which are solely betweenCustomer and the applicable provider of the Third-Party Tool.3.13 AI FeaturesThe Service may include certain AI Features that enable Authorized Users to submitCustomer Data (including in the form of prompts or queries) to such AI Features (“AI Inputs”)and receive outputs from the AI Features (“AI Outputs”). Any AI Output that You elect to usewith the Service (“Customer Verified Output”) is deemed to be Customer Data.4. Use of Services4.1 SubscriptionsUnless otherwise provided in the applicable Order Form, (a) access to the Service isacquired by Customer with a Subscription with fees for the applicable Subscription plan, ifany, payable on a per User basis, (b) Subscriptions have a monthly or annual SubscriptionTerm, (c) Subscription plans may be upgraded during the Subscription Term with the term forsuch upgraded plan prorated for the portion of that Subscription Term remaining at the timethe mid-term subscription plan is upgraded, and (d) access for all Authorized Usersterminates on the same date as the Subscription Term.4.2 Increases and DecreasesThe total number of Users may be increased during the then-current Subscription Term byany of Your Admin Users by submitting an Order Form specifying the new higher number ofUsers with fees pro-rated for the then-current Subscription Term. The total number of Usersmay be decreased during the then-current Subscription Term by Customer by submitting anOrder Form specifying a new lower number of Users with fee changes and applicable usagelimits taking effect at the end of the then-current Subscription Term.4.3 Usage LimitsThe Service is subject to usage limits, including, for example, the quantities or other limitsspecified in the applicable Order Form(s) (for example, number of Users, permissions thatmay be granted to Paid Users, work orders with pictures, number of parts in parts inventory,repeatable work orders, or length of history for reports provided by the Service to you).4.4 Your ResponsibilitiesYou will (a) be responsible for Authorized Users’ compliance with this Agreement and for allactivities that occur through Your Authorized Users’ use of the Service, Software, or OpmaintAPI, including the restrictions set forth in Section 4.5 below, (b) be responsible for theaccuracy, quality and legality of Customer Data, (c) use reasonable efforts to preventunauthorized access to or use of the Service, Software, and Opmaint API, and notify Uspromptly of any such unauthorized access or use, (d) use the Service, Software, andOpmaint API only in accordance with this Agreement and applicable laws and governmentregulations, and (e) respond to questions and complaints from Authorized Users or thirdparties relating to Your or Your Authorized Users’ use of the Service, Software, and OpmaintAPI and use reasonable efforts to resolve support issues before escalating them to Us.4.5 Usage RestrictionsYou will not, and You will not permit any third party (including any Authorized User) to, (a)make the Service, Software, or Opmaint API available to, or use the Service, Software, orOpmaint API for the benefit of, anyone other than You, (b) sell, resell, license, sublicense,distribute, rent or lease the Service, Software, or Opmaint API, or include the Service,Software, or Opmaint API in a service bureau or outsourcing offering, (c) use the Service,Software, or Opmaint API to store or transmit infringing, libelous, or otherwise unlawful ortortious material, or to store or transmit material in violation of third-party privacy orintellectual property rights, (d) use the Service Software, or Opmaint API to store or transmitMalicious Code, (e) interfere with or disrupt the integrity or performance of the Service,Software, or Opmaint API or third-party data contained therein, including without limitationany anomalous use of the Service, Software, or Opmaint API, (f) attempt to gainunauthorized access to the Service or its related systems or networks, (g) permit direct orindirect access to or use of the Service, Software, or Opmaint API in a way that circumventsa contractual usage limit, (h) copy the Service, Software, or Opmaint API or any of theirrespective parts, features, functions, or user interfaces, (i) frame or mirror any part of theService, other than framing on Your own intranets or otherwise for Your own internalbusiness purposes or as permitted in this Agreement, (j) access the Service, Software,4.6 Our Rights to Use Customer Data.Subject to Your ownership rights in and to Customer Data as set forth in Section 7.2, Yougrant Us and Our Affiliates the right to use Customer Data, in compliance with applicablelaw, in order to: (a) provide the Service and Implementation Services in accordance with thisAgreement, (b) prevent or address service, support, or technical problems, and (c) as maybe required by law. If Customer Data contains any personally identifiable data and/orinformation that is subject to any applicable laws, rules, or regulations pertaining to dataprivacy or security (“Personal Data”), as between You and Us, You are the “controller” or“business” and Opmaint is the “processor” or “service provider” as such terms are definedpursuant to the applicable data privacy or security laws. You represent and warrant that withrespect to any Customer Data (including, without limitation, Personal Data) transmitted,hosted, stored or processed, or otherwise provided in connection with the use of the Service,that: (a) You are in compliance with all applicable data privacy and security laws, and (b) Youhave made all disclosures to, and obtained all permissions and/or approvals from, eachapplicable data subject or source as may be necessary or required to transmit such datathrough the Service. Personal Data provided or collected through or in connection with theuse of the Service shall only be used in accordance with this Agreement and Our PrivacyPolicy.Customer Administration.Customer may designate an Admin User or Admin Users to administer and manageCustomer’s account within the Service, which includes, without limitation, the right to (a)invite Paid Users to access and use the Service on behalf of Customer and to assign certainpermissions and access rights to each Paid User. Customer acknowledges and agrees thatdepending on the permissions granted to a Paid User, such Paid User may (a) subsequentlyinvite or enable other Paid Users with the same access and ability to use the Service, andeach such additional Paid User will be deemed a Paid User under the Account; (b) have theability to view Customer Data that is connected to Customer’s account; (c) create, assign,and edit Work Orders and engage in full messaging functionality within the Service; and (d)invite Requester Users to create work requests, view the status of and comment on suchwork requests, and send and receive messages within the Service. Customer acknowledgesand agrees that Customer is solely responsible and liable for its Admin Users’ administrationand management of Customer’s account, including, but not limited to, the inviting andgranting of access to Customer’s account and the Service to Paid Users and the inviting tothe Service of Requester Users.5. Security and Access to Customer Data5.1 Protection of Customer DataWe maintain industry-standard administrative, physical, and technical safeguards to protectthe security, confidentiality, and integrity of Customer Data. Those safeguards will include,but are not limited to, measures for preventing unauthorized access, use, modification ordisclosure of Customer Data by Our personnel.5.2 Self-Service Access to Customer DataWe will provide Customer’s Admin Users with the ability to download Customer Data fromthe Service, subject to any usage limits applicable to Your Subscription. For example, Wemay only provide Customer the ability to download particular types of Customer Data inparticular formats under a free Subscription plan.5.3 Customer Control and ResponsibilityCustomer has and will retain sole responsibility for: (a) all Customer Data, including itscontent and use; (b) all information, instructions, and materials provided by or on behalf ofCustomer or any Authorized User in connection with the Service; (c) Customer’s informationtechnology infrastructure, including computers, software, databases, electronic systems(including database management systems), and networks, whether operated directly byCustomer or through the use of third-party services (“Customer Systems”); (d) the securityand use of Customer’s and its Authorized Users’ access credentials; and (e) all access toand use of the Service directly or indirectly by or through the Customer Systems or its or itsAuthorized Users’ access credentials, with or without Customer’s knowledge or consent,including all results obtained from, and all conclusions, decisions, and actions based on,such access or use.6. Fees and Payment for Purchased Services6.1 FeesFor any paid Subscription, Implementation Service or other Service You purchase from Us,You will pay all fees specified in the applicable Order Form(s). Except as otherwise specifiedherein or in an Order Form, (a) fees for the Service are based on the Subscription purchasedand the total number of permitted Users rather than actual usage or actual number ofindividuals with access credentials and (b) payment obligations are non-cancelable and feespaid are non-refundable.6.2 Invoicing and PaymentYou will provide Us with valid and updated credit card information, or with a valid purchaseorder or alternative document reasonably acceptable to Us. If You provide credit cardinformation to Us, You (a) authorize Us to charge such credit card for (i) all PurchasedServices listed in the Order Form for the initial Subscription Term and any renewalSubscription Term(s) as set forth in Section 12.2 (Term of Purchased Subscriptions) and (ii)any Implementation Services listed in the Order Form, and (b) will ensure that the credit cardinformation provided to Us is current and valid and promptly update the information if thecredit card expires. Charges will be made in advance, either annually or in accordance withany different billing frequency stated in the applicable Order Form. If the Order Formspecifies that payment will be by a method other than a credit card, We will invoice You inadvance and otherwise in accordance with the relevant Order Form. Unless otherwise statedin the Order Form, invoiced charges are due net 30 days from the invoice date. You areresponsible for providing complete and accurate billing and contact information to Us andnotifying Us of any changes to such information.6.3 Overdue ChargesIf any undisputed invoiced amount is not received by Us by the due date, then withoutlimiting Our rights or remedies, (a) We may charge interest at the rate of 1.5% of theoutstanding balance per month, or the maximum rate permitted by law, whichever is lower,(b) We may condition future Subscription renewals and Order Forms on payment termsshorter than those specified in Section 6.2 (Invoicing and Payment), and (c) We may requireYou to pay any collections or legal fees or costs incurred by Us in order to collect payment ofthe corresponding undisputed invoiced amount.6.4 Payment Disputes.If You dispute any invoiced amounts, You will promptly provide Us with notice of the disputedamounts along with supporting documentation within 30 days of Your receipt of the invoice,and the parties will cooperate diligently to resolve such dispute in good faith. We will notexercise Our rights under Section 6.3 (Overdue Charges) or Section 3.8 (only if such rightsarise solely due to Your failure to meet payment obligations) above if You are disputing theapplicable charges reasonably and in good faith and are cooperating diligently to resolve thedispute, provided that You remit payment for any undisputed amounts in a timely manner.6.5 Taxes.Our fees do not include any taxes, levies, duties or similar governmental assessments of anynature, including, for example, value-added, sales, use or withholding taxes, assessable byany jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxesassociated with Your purchases hereunder. If We have the legal obligation to pay or collectTaxes for which You are responsible under this Section 6.5, We will invoice You and You willpay that amount unless You provide Us with a valid tax exemption certificate authorized bythe appropriate taxing authority. For clarity, We are solely responsible for taxes assessableagainst Us based on Our income, property, and employees..6 Future Functionality.You agree that Your purchases are not contingent on the delivery of any future functionalityor features, or dependent on any oral or written public comments made by Us regardingfuture functionality or features.7. Intellectual Property Rights7.1 Our MaterialsSubject to the limited rights expressly granted hereunder, We retain all of Our rights, title,and interest in and to Our Materials and all of Our intellectual property rights therein. Withrespect to Third-Party Materials, the applicable third-party providers own all right, title, andinterest, including all Intellectual Property Rights, in and to the Third-Party Materials. Norights are granted to You hereunder other than as expressly set forth herein or, with respectto Third-Party Materials, the applicable third-party license.7.2 Customer DataAs between You and Us, You are and will remain the sole and exclusive owner of all right,title, and interest in and to all Customer Data, subject to the rights and permissions grantedin this Agreement. You grant Us and Our Affiliates the right to use Customer Data, incompliance with applicable law, in an aggregated and de-identified manner, without use ofany personally identifiable information, to create and make available insights, reports,statistical inferences and industry best practices for You and Our other customers and formarketing, survey purposes, benchmarking, proposing industry standards or modificationsthereto, feature suggestions, product analytics, new product features or services, Serviceutilization analyses and related purposes, provided that it does not identify You, YourAffiliates, or Your or Your Affiliates’ respective agents, representatives, customers oremployees and is not attributable to such persons or entities in any way. Notwithstanding theforegoing, We will not use Customer Data to train large language models without Yourconsent.7.3 License to Use FeedbackYou grant to Us and Our Affiliates a worldwide, perpetual, irrevocable, royalty-free license touse and incorporate into Our Materials any suggestion, enhancement request,recommendation, correction or other feedback provided by You or Authorized Users relatingto the Service.7.4 Customer ConnectorsAs between You and Us, You are and will remain the sole and exclusive owner of all right,title, and interest in and to any Customer Connectors.8. Confidentiality8.1 Definition of Confidential Information“Confidential Information” means all information disclosed by a party (“Disclosing Party”) tothe other party (“Receiving Party”), whether orally or in writing, that is designated asconfidential or that reasonably should be understood to be confidential given the nature ofthe information and the circumstances of disclosure. Our Confidential Information includesOur Materials; and Confidential Information of each party includes the terms and conditionsof this Agreement and all Order Forms (including pricing), as well as business and marketingplans, technology and technical information, product plans and designs, and businessprocesses disclosed by such party. However, Confidential Information does not include anyinformation that (a) is or becomes generally known to the public without breach of anyobligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to itsdisclosure by the Disclosing Party without breach of any obligation owed to the DisclosingParty, (c) is received from a third party without breach of any obligation owed to theDisclosing Party, or (d) was independently developed by the Receiving Party.8.2 Protection of Confidential InformationThe Receiving Party will use the same degree of care that it uses to protect theconfidentiality of its own confidential information of like kind (but not less than reasonablecare) (a) not to use any Confidential Information of the Disclosing Party for any purposeoutside the scope of this Agreement, and (b) except as otherwise authorized by theDisclosing Party in writing, disclose Confidential Information of the Disclosing Party only tothose of its and its Affiliates’ employees, contractors and advisors who need that access forpurposes consistent with this Agreement and who are bound by confidentiality obligations tothe Receiving Party at least as protective as those herein. Neither party will disclose theterms of this Agreement or any Order Form to any third party other than its Affiliates, legalcounsel and accountants without the other party’s prior written consent, provided that a partythat makes any such disclosure to its Affiliate, legal counsel or accountants will remainresponsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this Section8.2.8.3 Compelled DisclosureThe Receiving Party may disclose Confidential Information of the Disclosing Party to theextent compelled by law or by the order of a court or similar judicial or administrative body todo so, provided the Receiving Party gives the Disclosing Party prior notice of the compelleddisclosure (to the extent legally permitted) and reasonable assistance, at the DisclosingParty’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party iscompelled by law to disclose the Disclosing Party’s Confidential Information as part of a civilproceeding to which the Disclosing Party is a party, and the Disclosing Party is notcontesting the disclosure, the Disclosing Party will reimburse the Receiving Party for itsreasonable cost of compiling and providing secure access to that Confidential Information.9. Representations, Warranties, Exclusive Remedies, and Disclaimers9.1 RepresentationsEach party represents to the other party that it has validly entered into this Agreement andhas the legal power to do so.9.2 Our WarrantiesWe warrant to You that the Purchased Services will perform materially in accordance withthe specifications set forth in the Documentation. We further warrant to You that theImplementation Services and Support Services will be performed in a professional andworkmanlike manner. In the event of Opmaint’s breach of the warranty set forth in thisSection 9.2, as Customer’s sole and exclusive remedy, and Opmaint’s sole and exclusiveobligation, Opmaint shall use commercially reasonable efforts to, as applicable, either (a) fix,repair, or replace the non-conforming Purchased Services, or (b) reperform thenon-conforming Implementation Services or Support Services within 30 days of Customer’snotice of such breach; provided however, if Opmaint is unable to fix, repair, or replace thePurchased Services or re-perform the non-conforming Implementation Services or SupportServices (as applicable) within such 30 day period, Customer may, at its option, either (i)terminate this Agreement in accordance with Section 12.3 (Termination) and receive arefund of prepaid fees in accordance with Section 12.4 (Refund or Payment uponTermination), or (ii) extend the period for Opmaint to correct such nonconformity. The AIFeatures are expressly excluded from the warranty set forth in this Section 9.2.9.3 Mutual WarrantiesEach party warrants that it will comply with all laws and regulations applicable to its provisionor use of the Purchased Services, Implementation Services and Support Services, asapplicable (including applicable data security breach notification law).9.4 DisclaimersEXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKESANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OROTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIEDWARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUMEXTENT PERMITTED BY APPLICABLE LAW. EXCEPT AS EXPRESSLY PROVIDEDUNDER SECTION 9.2 ABOVE, THE SERVICE, THE SOFTWARE, THE Opmaint API, THEIMPLEMENTATION SERVICES, THE SUPPORT SERVICES, AND ANY BETA SERVICESARE PROVIDED “AS IS,” EXCLUSIVE OF ANY WARRANTY WHATSOEVER.ANY PROCEDURE, CHECKLIST, OR OTHER DOCUMENT MADE AVAILABLE INTHE GLOBAL PROCEDURE LIBRARY IS PROVIDED FOR GENERALEDUCATION AND INFORMATION ONLY AND DOES NOT CONSTITUTE LEGAL,MEDICAL, OR FINANCIAL ADVICE. Opmaint MAKES THE MATERIALSAVAILABLE “AS IS” AND AS PROVIDED, WITHOUT WARRANTIES OF ANY KIND.BY DOWNLOADING OR USING ANY SUCH MATERIALS, YOU ASSUME THERISK THAT SUCH MATERIALS MAY NOT BE APPROPRIATE FOR YOURSPECIFIC SITUATION AND AGREE THAT YOU ARE SOLELY RESPONSIBLEFOR ANY SUCH USE, INCLUDING COMPLIANCE WITH APPLICABLE LAW ANDWITH MEETING ANY CONDITIONS OF PRODUCT WARRANTIES. YOU ARESOLELY RESPONSIBLE FOR REVIEWING AND FINALIZING ANY SUCHMATERIALS FOR YOUR USE AND ENSURING THAT SUCH MATERIALS ARECORRECT, ACCURATE, AND COMPLETE. Opmaint DOES NOT ENDORSE, ISNOT RESPONSIBLE FOR, AND MAKES NO REPRESENTATIONS AS TO, ANYTHIRD-PARTY TOOLS, INCLUDING, BUT NOT LIMITED TO, THE PROVISION OFTHE THIRD-PARTY TOOLS BY THE APPLICABLE PROVIDER OR THE MANNERIN WHICH THEY HANDLE CUSTOMER DATA.THE SERVICE AND THE SOFTWARE MAY CONTAIN TRANSLATIONSPOWERED BY THIRD PARTY SERVICES, SUCH AS GOOGLE TRANSLATE. TOTHE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, Opmaint, ONBEHALF OF ITSELF AND ITS SUPPLIERS, DISCLAIMS ALL WARRANTIESRELATED TO ANY TRANSLATIONS MADE FROM ENGLISH INTO ANY OTHERLANGUAGE, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OFACCURACY, RELIABILITY, AND ANY IMPLIED WARRANTIES OFMERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE ANDNON-INFRINGEMENT. THE OFFICIAL TEXT OF THE SERVICE AND THESOFTWARE IS ENGLISH. ANY DISCREPANCIES OR DIFFERENCES CREATEDIN TRANSLATION ARE NOT BINDING AND HAVE NO LEGAL EFFECT FORCOMPLIANCE OR ENFORCEMENT PURPOSES. IF ANY QUESTIONS ARISERELATED TO THE ACCURACY OF THE INFORMATION CONTAINED IN THESERVICE OR SOFTWARE, PLEASE REFER TO THE ENGLISH VERSION OF THESERVICE OR SOFTWARE, AS APPLICABLE.AI OUTPUTS ARE GENERATED THROUGH MACHINE LEARNING PROCESSESAND ARE NOT TESTED, VERIFIED, ENDORSED OR GUARANTEED TO BEACCURATE, COMPLETE OR CURRENT BY Opmaint. YOU ARE SOLELYRESPONSIBLE FOR VERIFYING THAT ALL CUSTOMER VERIFIED OUTPUTSARE ACCURATE AND APPROPRIATE FOR ANY OR ALL CUSTOMER USECASES OR APPLICATIONS. TO THE FULLEST EXTENT PERMITTED BYAPPLICABLE LAW, Opmaint, ON BEHALF OF ITSELF AND ITS SUPPLIERS,DISCLAIMS ALL WARRANTIES RELATED TO ANY AI FEATURES, EXPRESS ORIMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, RELIABILITY, ANDANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR APARTICULAR PURPOSE AND NON-INFRINGEMENT.9.5 Benefit of the Bargain.The warranty disclaimer set forth above in Section 9.4 and the limitation of liability set forth inSection 11 below are fundamental elements of the basis of the agreement between Opmaintand Customer. We would not be able to provide the Service on an economic basis withoutsuch limitations. The warranty disclaimer and limitation of liability inure to the benefit of Oursuppliers.10. Mutual Indemnification10.1 Indemnification by UsWe will defend You against any claim, demand, suit or proceeding made or brought againstYou by a third party alleging that the use of the Service in accordance with this Agreementinfringes or misappropriates such third party’s intellectual property rights (a “Claim AgainstYou”), and will indemnify You from any damages, attorney fees and costs finally awardedagainst You as a result of, or for amounts paid by You pursuant to a settlement of, a ClaimAgainst You, provided You (a) promptly give Us written notice of the Claim Against You, (b)give Us sole control of the defense and settlement of the Claim Against You (except that Wemay not settle any Claim Against You unless it unconditionally releases You of all liability),and (c) give Us all reasonable assistance, at Our expense. You may participate in thedefense and settlement of the Claim Against You at Your expense. If We receive informationabout an infringement or misappropriation claim related to a Service, We may in Ourdiscretion and at no cost to You (i) modify the Service so that it no longer infringes ormisappropriates, (ii) obtain a license for Your continued use of that Service in accordancewith this Agreement, or (iii) terminate Your Subscriptions for that Service upon 30 days’written notice and refund You any prepaid fees covering the remainder of the SubscriptionTerm for the terminated subscriptions. The above defense and indemnification obligations donot apply to the extent a Claim Against You arises from (x) Your breach of this Agreement orotherwise from Your gross negligence or willful misconduct, or (y) any AI Output.10.2 Indemnification by YouYou will defend Us against any claim, demand, suit or proceeding made or brought againstUs by a third party, including any Authorized User or any government or regulatory agency(a) alleging that Customer Data or any use of the Customer Data in accordance with thisAgreement, infringes or misappropriates such third party’s intellectual property rights orrights of privacy or publicity, or any failure to provide adequate disclosures or obtainadequate consents, approvals, or permissions as set forth in Section 4.6; (b) based onCustomer’s or any Authorized User’s (i) gross negligence or willful misconduct, (ii) use of theService in a manner not authorized by this Agreement, or (iii) use of the Service incombination with data, software, hardware, equipment, or technology not provided by Us orauthorized by Us in writing; or (c) alleging personal injury or property damage caused byCustomer or any Authorized User in connection with the Service (collectively, a “ClaimAgainst Us”), and will indemnify Us from any damages, attorney fees and costs finallyawarded against Us as a result of, or for any amounts paid by Us pursuant to a settlementof, a Claim Against Us, provided We (x) promptly give You written notice of the ClaimAgainst Us, (y) give You sole control of the defense and settlement of the Claim Against Us(except that You may not settle any Claim Against Us unless it unconditionally releases Us ofall liability), and (z) give You all reasonable assistance, at Your expense. We may participatein the defense and settlement of the Claim Against Us at Our expense.10.3 Exclusive RemedyThis Section 10 states the indemnifying party’s sole liability to, and the indemnified party’sexclusive remedy against, the other party for any type of claim described in this Section 10.11. Limitation of Liability11.1 Limitation of LiabilityEXCEPT FOR ANY BREACH OF SECTION 5 (SECURITY AND ACCESS TO CUSTOMERDATA) OR SECTION 8 (CONFIDENTIALITY), OR YOUR OBLIGATIONS UNDER SECTION4.5 (USAGE RESTRICTIONS), OR A PARTY’S INDEMNIFICATION OBLIGATIONS UNDERTHIS AGREEMENT, OR A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT(COLLECTIVELY, “EXCLUDED CLAIMS”), OR SECTION 6 (FEES AND PAYMENT FORPURCHASED SERVICES), AND TO THE FULLEST EXTENT PERMITTED BYAPPLICABLE LAW, NEITHER PARTY’S LIABILITY ARISING OUT OF OR RELATED TOTHIS AGREEMENT WILL EXCEED THE AMOUNT PAID OR PAYABLE BY YOUHEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT OR SERIES OFRELATED INCIDENTS OR, WITH RESPECT TO A FREE TRIAL OR BETA SERVICE, $100(THE “STANDARD CAP”). NOTWITHSTANDING THE FOREGOING, WITH RESPECT TOANY BREACH OF SECTION 5 (SECURITY AND ACCESS TO CUSTOMER DATA), ORSECTION 8 (CONFIDENTIALITY) AS IT RELATES TO CUSTOMER DATA, NEITHERPARTY’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILLEXCEED 2X THE STANDARD CAP. TO THE FULLEST EXTENT PERMITTED BYAPPLICABLE LAW. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS INCONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.11.2 Exclusion of Consequential and Related DamagesEXCEPT FOR EXCLUDED CLAIMS, AND TO THE MAXIMUM EXTENT PERMITTED BYLAW, IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTYFOR ANY LOST PROFITS, REVENUES OR INDIRECT, SPECIAL, INCIDENTAL,CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES, WHETHER AN ACTION IS INCONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF APARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.12. Term and Termination12.1 Term of AgreementThis Agreement commences on the date You first accept it and continues until allSubscription Terms hereunder have expired or have been terminated.12.2 Term of Purchased SubscriptionsThe Subscription Term is as specified in the applicable Order Form. Subscriptionsautomatically renew for additional periods equal to the expiring Subscription Term or oneyear (whichever is shorter), unless otherwise set forth in the applicable Order Form or eitherparty gives the other notice of non-renewal at least 30 days before the end of the relevantSubscription Term. Unless otherwise set forth in the applicable Order Form, Subscriptionswill renew at Our then-current pricing; provided that, We will notify you at least 60 days’ inadvance of Your renewal of any price change affecting your Subscriptions.12.3 TerminationA party may terminate this Agreement (a) 30 days after providing written notice to the otherparty of a material breach of its obligations under this Agreement if such breach remainsuncured at the expiration of such 30-day period, or (b) if the other party becomes the subjectof a petition in bankruptcy or any other proceeding relating to insolvency, receivership,liquidation or assignment for the benefit of creditors.12.4 Refund or Payment upon TerminationIf You terminate this Agreement in accordance with Section 12.3 (Termination), We willrefund You any prepaid fees for the Service covering the remainder of the Subscription Termof all Order Forms after the effective date of termination and any prepaid fees for anyImplementation Services not yet performed. If We terminate this Agreement in accordancewith Section 12.3, You will pay any unpaid fees covering the remainder of the SubscriptionTerm of all Order Forms. In no event will termination relieve You of Your obligation to pay anyfees payable to Us for the period prior to the effective date of termination.12.5 Customer Data Portability and DeletionAfter the effective date of termination or expiration of this Agreement, We will have noobligation to maintain or provide Customer Data, and may, in Our sole discretion, delete ordestroy all copies of Customer Data in Our systems or otherwise in Our possession orcontrol, unless legally prohibited. Notwithstanding the foregoing, for any Purchased Service,We will make all Customer Data available to You for electronic retrieval for a period of 30days after such termination or expiration.12.6 Surviving ProvisionsEach party is responsible for any obligations to the other party that arose prior to anytermination or expiration of this Agreement. In addition, except as otherwise set forth in thisAgreement, Section 7 (Intellectual Property Rights), Section 8 (Confidentiality), Section 9.4(Disclaimers), Section 10 (Mutual Indemnification), Section 11 (Limitation of Liability),Section 12.4 (Refund or Payment upon Termination), Section 12.5 (Customer DataPortability and Deletion), this Section 12.6 (Surviving Provisions), Section 13 (Notices,Governing Law and Dispute Resolution), and Section 14 (General Provisions) survive anytermination or expiration of this Agreement.13. Notices, Governing Law, and Dispute Resolution13.1 Manner of Giving NoticeAll notices, permissions, and approvals hereunder must be in writing and will be deemedgiven upon: (i) personal delivery, (ii) the third business day after mailing, (iii) the secondbusiness day after sending via an overnight delivery service; or (iii) the first business dayafter sending by email (provided email is not sufficient for notices of material breach,termination, or an indemnifiable claim). Notices to Us shall be addressed to: Opmaint, IndiaPrivate Limited Customer Service Department 25/55 Thayar Sahib Street Annasalai Chennai600002 Telephone: +91 8939362629 Email: Tech@Opmaint.comBilling-related notices toYou shall be addressed to the relevant billing contact designated by You. All other notices toYou shall be addressed to the relevant Admin User designated by You, in writing, by likenotice.13.2 Governing Law and VenueThis Agreement and any disputes arising under it will be governed by the laws of the State ofCalifornia without regard to its conflict of law provisions, and each party consents to thepersonal jurisdiction and venue of the state or federal courts located in San Francisco,California. The application of the United Nations Convention on Contracts for theInternational Sale of Goods is expressly excluded.13.3 Informal Dispute Resolution and ArbitrationThe parties acknowledge that most disputes can be resolved without resort to litigation. Theparties will use their best efforts to settle any dispute directly through consultation with eachother before initiating a lawsuit or arbitration. If, after good faith negotiations the parties areunable to resolve the dispute, any and all disputes arising out of or in any way relating to thisAgreement, including without limitation its existence, validity or termination, shall be resolvedaccording to California law and exclusively by binding arbitration before a single arbitratorwith the Judicial Arbitration and Mediation Service (“JAMS”) and pursuant to the thenexisting arbitration rules at JAMS. If the parties cannot agree upon selection of an arbitrator,then JAMS shall appoint an arbitrator experienced in the enterprise software industry. Theplace of the arbitration will be San Francisco, California unless otherwise agreed upon by theparties. The arbitration will be conducted in English. The arbitrator shall provide detailedwritten findings of fact and conclusions of law in support of any award. Judgment upon anysuch award may be enforced in any court of competent jurisdiction. The existence of adispute, submission to arbitration, and any arbitration award under to this Agreement isdeemed the Confidential Information of both parties. The parties further agree that thearbitration shall be conducted in their individual capacities only and not as a class action orother representative action, and the parties expressly waive their right to file a class action orseek relief on a class basis. If any court or arbitrator determines that the class action waiverset forth herein is void or unenforceable for any reason or that an arbitration can proceed ona class basis, then the portions of this Section 13.3 mandating arbitration shall be deemednull and void in its entirety and the parties shall be deemed to have not agreed to arbitratedisputes. You may opt out and not be bound by the arbitration and class action waiverprovisions by sending written notice to Opmaint. Any such notice must be given within 30days of the Effective Date. If Customer opts out of arbitration, Opmaint also will not be boundto arbitrate. Notwithstanding anything to the contrary in this Section 13, (a) either party shallbe entitled to seek injunctive relief as set forth in Section 13.4 (Equitable Relief) below and tostop unauthorized use of the Service or infringement of Intellectual Property Rights and (b)any disputes, claims, or controversies concerning either party’s Intellectual Property Rightsor claims of piracy or unauthorized use of the Service shall not be subject to arbitration butinstead must be heard in state or Federal court in San Francisco, California.13.4 Equitable ReliefEach party acknowledges and agrees that a breach or threatened breach by such Party ofany of its obligations under Section 8 (Confidentiality) or, in the case of Customer, Section4.5 (Usage Restrictions), would cause the other Party irreparable harm for which monetarydamages would not be an adequate remedy and agrees that, in the event of such breach orthreatened breach, the other Party will be entitled to equitable relief, including a restrainingorder, an injunction, specific performance, and any other relief that may be available fromany court, without any requirement to post a bond or other security, or to prove actualdamages or that monetary damages are not an adequate remedy. Such remedies are notexclusive and are in addition to all other remedies that may be available at law, in equity, orotherwise.14. GENERAL PROVISIONS14.1 Export ComplianceThe Service, other technology We make available, and derivatives thereof may be subject toexport laws and regulations of the United States and other jurisdictions. Each partyrepresents that it is not named on any U.S. government denied-party list. You will not permitAuthorized Users to access or use the Service in a U.S.-embargoed country, or permitaccess or use by any denied party, or otherwise in violation of any U.S. export law orregulation.14.2 Entire Agreement and Order of PrecedenceThis Agreement, including any Order Forms and addenda or exhibits incorporated therein,and, if applicable, Our DPA, is the entire agreement between You and Us regarding thesubject matter hereof and supersedes all prior and contemporaneous agreements, proposalsor representations, written or oral, concerning its subject matter. No waiver of any provisionof this Agreement will be effective unless in writing and signed by the party against whomthe waiver is to be asserted. The parties agree that any term or condition stated in Yourpurchase order or in any other of Your order documentation (excluding Order Forms) duringthe term of this Agreement is void. In the event of any conflict or inconsistency among thefollowing documents, the order of precedence will be: (1) Our DPA (if applicable), (2) thisAgreement, (3) the applicable Order Form, and (4) the Documentation.14.3 AssignmentNeither party may assign any of its rights or obligations hereunder, whether by operation oflaw or otherwise, without the other party’s prior written consent (not to be unreasonablywithheld); provided, however, either party may assign this Agreement in its entirety (includingall Order Forms), without the other party’s consent to its Affiliate or in connection with amerger, acquisition, corporate reorganization, or sale of all or substantially all of its assets towhich this Agreement relates. Notwithstanding the foregoing, if a party merges with, isacquired by, sells substantially all or substantially all of its assets to, or otherwise undergoesa change of control in favor of, a direct competitor of the other party, then such other partymay terminate this Agreement upon written notice.14.4 Relationship of the PartiesThe parties are independent contractors. This Agreement does not create a partnership,franchise, joint venture, agency, fiduciary, or employment relationship between the parties.14.5 PublicityUnless otherwise set forth on an Order Form, Opmaint may use Customer’s name, logo andmarks to identify Customer as a Opmaint customer on Opmaint’s website and marketing,public relations and materials for current or prospective investors and Customer may revokesuch consent by providing written notice to Opmaint at tech@Opmaint.com.14.6 Third-Party BeneficiariesThere are no third-party beneficiaries under this Agreement.14.7 WaiverNo failure or delay by either party in exercising any right under this Agreement constitutes awaiver of that right.14.8 Severability.If any provision of this Agreement is held by a court of competent jurisdiction to be contraryto law, the provision will be deemed null and void, and the remaining provisions of thisAgreement will remain in effect.14.9 Changes. Opmaint may revise this Agreement from time to time by posting arevised version on its website. Any such revised version will take effect as of thedate of posting of the revised version or such later date set forth in a notice to You.Notwithstanding the foregoing, if You do not agree to the revised version, You mayprovide us written notice of non-renewal under Section 12.2 (Term of PurchasedSubscriptions) within 30 days of the effective date of the revised version and suchrevised version will not apply to Your access and use of the Service through theremainder of Your then-current Subscription Term.14.10 Force Majeure.Except for payment obligations, neither party will be liable for inadequate performance to theextent caused by a condition (for example, natural disaster, an act of war or terrorism, riot,labor condition, governmental action, Internet service provider failure or delay, or denial ofservice attack) that was beyond the party’s reasonable control.14.11 US Government Rights.Each of the Software, Documentation, and each software component that We use to providethe Service is a “commercial item” as that term is defined at 48 C.F.R. § 2.101, consisting of“commercial computer software” and “commercial computer software documentation” assuch terms are used in 48 C.F.R. § 12.212. If Customer is an agency of the US Governmentor any contractor therefor, Customer only receives those rights with respect to the Service,Software and Documentation as are granted to all other end users, in accordance with (a) 48C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defenseand their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Governmentusers and their contractors.