aPriori Customer Terms and Conditions
(On Premise)

These aPriori Customer Terms and Conditions (On-Premise) (these “Terms”) are entered into and made effective by and between aPriori (defined below) and Customer (defined below) as of the Effective Date (defined below).

As used herein, “aPriori” means aPriori Technologies, Inc., with an address at 300 Baker Avenue, Concord, MA 01742, a Delaware (US) corporation, and its worldwide Affiliates. All Software and Professional Services provided by aPriori are subject to these Terms.

IMPORTANT: PLEASE CAREFULLY READ THIS ENTIRE DOCUMENT. THESE TERMS ARE EFFECTIVE ON THE DATE CUSTOMER FIRST SUBMITS AN ORDERING DOCUMENT FOR THE SOFTWARE OR PROFESSIONAL SERVICES, OR FIRST ACCESSES OR USES THE SOFTWARE (THE “EFFECTIVE DATE”), CUSTOMER ACKNOWLEDGES AND AGREES THAT IT HAS ACCEPTED THESE TERMS IN THEIR ENTIRETY, INCLUDING WITHOUT LIMITATION ALL DOCUMENTS ATTACHED HERETO AND/OR INCORPORATED HEREIN BY REFERENCE OR HYPERLINK, AND CONFIRMS AND AGREES THAT IT IS BOUND BY ALL TERMS AND CONDITIONS SET FORTH HEREIN.

1. Definitions.

“Affiliates” means a company or other business entity controlled by, controlling, or under common control with a party to these Terms. “Control” means the direct or indirect ownership of greater than fifty percent (50%) of the voting rights or income interest in a company or other business entity. For purposes of this Agreement, aPriori shall be deemed to mean aPriori and its worldwide Affiliates.

“Confidential Information” means information disclosed by one party to the other under or in connection with these Terms that: (a) is designated by the disclosing party at the time of disclosure as being proprietary or confidential, or (b) should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. aPriori’s Confidential Information includes without limitation any source code and technical or performance information about the Software. Confidential Information does not include any information that, without Recipient’s breach of an obligation owed to Discloser: (i) is or becomes generally known to the public; (ii) was known to Recipient prior to disclosure by Discloser; (iii) was independently developed by Recipient; or (iv) is received by Recipient from a third party.

“Customer” means the contracting entity identified in the initial Ordering Document. A Customer Affiliate may enter into a mutually executed Ordering Document that references these Terms. In such event: (i) the Customer Affiliate will be bound by these Terms and will be fully responsible for its liabilities and obligations under the applicable Ordering Document; and (ii) all references to “Customer” in these Terms will be deemed references to the Customer Affiliate named in the applicable Ordering Document for purposes of defining the rights and obligations of aPriori and the respective Customer Affiliate. "Customer Data” means (i) all product-related data, content, materials, drawings, models, diagrams, designs, databases, parts, images, and other product information provided by Customer to aPriori under these Terms, and (ii) any portion(s) of the Output that consist of Customer Data.

“Data Processing Addendum” means the terms of aPriori’s data processing addendum, accessible at https://apriori.com/wp-content/uploads/2022/04/IGM.LGL_.02.v01.EN-aPriori-Customer-DPA-2021-002.pdf.

“Delivery” shall mean when the Software has been made available to Customer through electronic file transfer.

“Documentation” means aPriori’s standard user manuals and technical documentation for the Software, as made available and updated by aPriori from time to time.

“Intellectual Property Rights” means rights in patented and unpatented inventions, patent applications, design rights, registered and unregistered copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.

“Licensed Configuration” means (i) the quantity and type of Software licensed to Customer and (ii) the maximum number of Users authorized to use the Software as specified on an Ordering Document

“Malicious Code” means viruses, worms, time bombs, Trojan horses, and other malicious code, files, scripts, agents or programs.

“Ordering Document” means (i) an ordering form signed by aPriori and Customer, or (ii) aPriori’s online ordering tool used by Customer to place an order, in either case that: (a) specifies the Software and, if applicable, the Professional Services to be provided to Customer under these Terms, (b) incorporates these Terms by reference, and (iii) references any other applicable forms or Statements of Work relevant to the order.

“Output” means any output, information, data, materials, and/or results generated through Customer’s use of the Software.

“Professional Services” means certain consulting, implementation, technical services, and/or expert services provided by aPriori under these Terms, as described more fully in an Ordering Document.

“Software” means aPriori’s commercially available computer programs, in object code format, including Third Party Software and related Software Support provided to Customer by aPriori under these Terms. Professional Services and Output are not part of Software.

“Software Support” means the product support made available to Customer as further described in the Exhibit A attached hereto.

“Statement of Work” or “SOW” means a document executed by the parties that describes certain Professional Services purchased by Customer under these Terms. Each Statement of Work will be governed by the these Terms.

“Subscription Term” means the term during which the Customer’s Users are licensed to use the Software as specified in the Ordering Document unless earlier terminated pursuant to Section 11 below.

“User” means a unique, identified individual who is authorized by Customer to use the Software and to whom Customer has provided unique login credentials necessary to access and use the Software. Unless otherwise specified in an Ordering Document, Customer must purchase a license to the Software for each User. Users may include Customer’s employees and/or employees of Customer’s Affiliates, consultants, agents, and/or subcontractors. Customer will be responsible for its Users’ use of the Software and compliance with these Terms.

2. Licenses.

• Subject to compliance with these Terms, aPriori grants to Customer a non-exclusive, non-transferable right and license to load, store, execute and use the Software for Customer’s internal business purposes during the Subscription Term. Customer’s use is specifically limited to the Licensed Configuration specified on the applicable Ordering Document. Each User that accesses or uses the Software may do so only under and in accordance with a valid User license. Software may not be used by third parties (except Users), or on behalf of third parties, without the express written consent of aPriori. Customer may make a reasonable number of copies of the Documentation for Customer back-up and archival purposes only.
• Except as expressly permitted under these Terms, Customer may not, directly or indirectly, (i) make more than a reasonable number of copies of Software provided hereunder (not including back-up, archival or disaster recovery copies); (ii) alter, merge, modify (except as expressly permitted in the Documentation), translate, adapt, or prepare any derivative work of the Software; (iii) reverse engineer, disassemble, decompile, or otherwise attempt to reconstruct or discover any source code (other than readily accessible source code, if any), passwords, underlying ideas or algorithms, or allow others to attempt any of the foregoing, except to the extent that the foregoing restrictions are prohibited by applicable statutory law; (iv) publish results of any benchmark tests run on the Software; (v) sublicense, sell, loan, rent, encumber, lease, provide time sharing, service bureau, subscription, ASP, or other services, or otherwise transfer the Software or any copy thereof, to or for the benefit of a third party; or (vi) delete, obscure or change any of the proprietary rights notices of aPriori and its suppliers appearing on the Software, Documentation or Work Product. Software is licensed on a named user basis which shall be installed and used by no one other than the named User of such Software licensed from aPriori. Customer may from time to time reassign a license to a new User who replaces a former User who no longer uses the Software. Customer may not assign or reassign a license to a particular User more frequently than once every 60 calendar days.
• Intellectual Property and Ownership.Except for the limited rights expressly granted to Customer hereunder, no other license is granted, and no other use is permitted. All ownership of and title to any Intellectual Property Rights, including but not limited to copyrights, patents, trademarks and trade secrets, in the Software, Documentation and Work Product and all enhancements and modifications thereto and derivatives thereof and any portions of the Output that consist of aPriori’s preexisting intellectual property or constitute extensions or derivative works thereof, belong to aPriori and its Third Party Software suppliers and are protected by international copyright laws, other applicable intellectual property laws, and international treaty provisions. Customer agrees to reproduce all copyright and other proprietary notices on each copy of the Software, Documentation and Work Product that Customer is permitted to make under this Agreement. aPriori reserves all rights not expressly granted herein, and no implied licenses are granted hereby.
• Third Party and Open Source Software. Open source software (“OSS”) may be included in, embedded in, or provided with the Software. Any such OSS is licensed to Customer by the copyright holder of the OSS under the license terms applicable to that OSS and is not licensed by aPriori under these Terms. To the extent aPriori is required to (a) make certain disclosures regarding such OSS; (b) make available any source code to the OSS; and/or (c) make available any license terms applicable to the OSS, Customer may obtain such information by sending a written request to: aPriori Technologies, Inc., Attention: Legal Department, “Open Source Files Request”, at [email protected]. Licensor will not include in the Software any OSS that is subject to “copyleft” licensing terms. Any other third party owned software code embedded in the Software (“Third Party Software”) is subject to the terms and conditions of this Agreement except where otherwise specifically indicated in the Ordering Document, in which case additional terms and conditions may apply. aPriori’s Third Party Software licensors are third party beneficiaries of this Agreement with respect to applicable Third Party Software.
• Data Processing Addendum. If Customer’s use of the Software and/or Professional Services requires aPriori to process personal data pursuant to Regulation (EU) 2016/679 (the “GDPR”), or any other applicable data privacy laws or regulations, the Data Processing Addendum will govern such personal data and be incorporated into these Terms.

3. Professional Services.

3.1 Professional Services. aPriori will provide Professional Services if and as specified in the Ordering Document and/or Statement of Work in accordance with the terms and conditions of this Section 3.

3.2 Professional Services Warranty. aPriori warrants that Professional Services will conform in all material respects to the specifications set forth in the applicable Ordering Document and/or SOW. This warranty applies only if Customer reports the alleged deficiency to aPriori in writing within thirty (30) days of aPriori’s initial performance of the deficient Professional Services. For any breach of the above warranty, aPriori will provide no-cost remedial services necessary to enable the Professional Services to conform to the warranty or, if such remedial services are unsuccessful, refund amounts paid to aPriori for the deficient Professional Services. Customer will provide aPriori with a reasonable opportunity to remedy any breach and reasonable assistance in remedying any defects. The foregoing are Customer’s sole and exclusive remedies for breach of the warranty set forth in this paragraph.

3.3 Work Product. As used in this Section 3.3, “Work Product” means any deliverables, programs, code, interfaces, modifications, derivative works, configurations, reports, analyses, or documentation developed or delivered by aPriori or its subcontractor(s) in the performance of Professional Services. aPriori will exclusively own all rights, title and interests (including all Intellectual Property Rights) in and to the Work Product, excluding any Customer Data and/or Customer Confidential Information that may be included in the Work Product. Subject to these Terms, and during the applicable Subscription Term, aPriori hereby grants to Customer a limited, non-exclusive, non-transferable (except in connection with an assignment under Section 12.6 of these Terms) license to use the Work Product solely for Customer’s internal operations in connection with its authorized use of the applicable Software.

3.4 General Methodologies. aPriori will not be restricted from using general underlying methodologies or techniques learned or used while performing, or developed during the performance of, any Professional Services.

3.5 Staff Assignment. aPriori will have sole discretion in staffing the Professional Services and may assign the performance of any portion of the Professional Services to a subcontractor(s) working on aPriori’s behalf; provided that aPriori shall (i) be responsible for the performance of and all acts of the subcontractor(s), (ii) ensure all subcontractors have the expertise to perform the relevant Professional Services, (iii) ensure all such subcontractors are bound by confidentiality obligations no less protective than those in these Terms, and (iv) for performance of Professional Services onsite at Customer’s facilities, ensure such subcontractors abide by all Customer onsite policies and rules.

4. Fees and Payment.

4.1 Fees. Customer will pay all fees specified in all Ordering Documents. Customer may not decrease the number of User licenses ordered under an Ordering Document except as mutually agreed by the parties in a signed writing.

4.2 Invoicing and Payment. Except as otherwise specified in an Ordering Document, all fees and charges under these Terms will be invoiced in advance and paid in full net thirty (30) days from the invoice date.

4.3 Overdue Payments. Any payment not received by aPriori on or before the due date may, at aPriori’s option, incur late fees equal to the lesser of (i) 1.5% of the outstanding balance per month, or (ii) the maximum rate permitted by law, from the date such payment was due until the date paid.

4.4 Taxes. aPriori's fees do not include any direct or indirect local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, use or withholding taxes (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder, excluding taxes based on aPriori's net income or property. If aPriori has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, the appropriate amount will be invoiced to and paid by Customer, unless Customer provides aPriori with a timely and valid tax exemption certificate authorized by the appropriate taxing authority. If Customer is required to deduct or withhold any tax in any non-US jurisdiction, Customer will pay the amount deducted or withheld as required by law and pay aPriori an additional amount such that aPriori receives payment in full as if there were no deduction or withholding. Customer agrees to hold harmless aPriori from all claims and liability arising from Customer’s failure to report or pay any applicable taxes.

5. Data.

5.1 Usage Statistics. Customer may at times (i) input specific usage and costing data (e.g., labor rates, overhead, machine information, location, etc.) into the Software (“Usage Statistics”). Customer hereby grants to aPriori a perpetual, irrevocable, world-wide right and license to use the Usage Statistics and incorporate the Usage Statistics into aPriori’s software, products and services on an aggregated and anonymous basis only. In no event shall aPriori use or distribute Customer’s Usage Statistics on a standalone basis or in any manner that would attribute such Usage Statistics to Customer.

5.2 Customer Data. As between aPriori and Customer, Customer retains ownership of all rights, title and interest in and to Customer Data. Customer hereby grants aPriori a right and license to access, use, and process Customer Data to: (i) provide Support Services and Professional Services in accordance with these Terms; (ii) respond to and troubleshoot incidents under the Support Services or otherwise at Customer’s direction or request; and, provided aPriori first aggregates and anonymizes the Customer Data (iii) test, develop, train, enhance, and/or improve the Software.

6. Limited Warranty.

• Software Warranty. For ninety (90) days from the date that Software is initially made available to Customer through electronic file transfer or shipment to Customer on media containing the Software (hereinafter “Warranty Period”), aPriori warrants to Customer that: (i) the Software shall substantially conform to the Documentation and (ii) the media on which the Software is distributed is free from material defects in materials and workmanship. aPriori further warrants to Customer that prior to Delivery, the Software and media have been scanned for Malicious Code using industry standard virus-scanning software. Each party represents and warrants that it has the legal power and authority to enter into these Terms.
• aPriori’s entire liability and Customer’s sole and exclusive remedy for failure to meet the limited warranty in Section 6.1 shall be, at aPriori’s option, either to (a) correct the failure, (b) help Customer work around or avoid the failure, (c) replace the non-conforming Software without charge, or (d) if the foregoing options are not commercially feasible, upon receipt by aPriori of the non-conforming Software and written certification that Customer has purged all copies of the non-conforming Software from its systems and is making no further use of the non-conforming Software, issue a refund of the subscription fees paid by Customer for the applicable Software.
• aPriori’s warranties in Section 6.1 shall not extend to problems that result from: (i) Customer’s failure to implement all updates issued by aPriori during the Warranty Period; (ii) any alterations or additions to the Software not performed by or at the direction of aPriori, including but not limited to modifications or updates to the Software’s database schema, user accessible source code or configuration files; (iii) failures in operation of the Software that are not reproducible by aPriori; (iv) Software operated in violation of these Terms or not in accordance with the Documentation; or (v) failures which are caused by Customer’s software or other software, hardware or products not licensed or provided hereunder.
• EXCEPT AS OTHERWISE EXPRESSLY STATED IN THESE TERMS, CUSTOMER UNDERSTANDS AND AGREES THAT THE SOFTWARE, PROFESSIONAL SERVICES AND WORK PRODUCT ARE PROVIDED "AS IS" AND APRIORI, ITS SUPPLIERS, RESELLERS, AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED, INCLUDING WITHOUT LIMITATION, ALL IMPLIED WARRANTIES, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND ALL WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

7. Limitation of Liability.

• Limitation of Liability. EXCEPT AS PROVIDED BELOW IN SECTION 7.3, IN NO EVENT SHALL EITHER PARTY'S OR ITS AFFILIATES’ OR LICENSORS’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNTS ACTUALLY PAID TO APRIORI UNDER THE APPLICABLE ORDERING DOCUMENT FOR SOFTWARE AND/OR PROFESSIONAL SERVICES PROVIDED BY APRIORI DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. CUSTOMER’S OBLIGATIONS UNDER SECTION 4 (FEES AND PAYMENT) ARE NOT LIMITED BY THIS SECTION 7.1.

7.2 Exclusion of Consequential and Related Damages. EXCEPT AS PROVIDED BELOW IN SECTION 7.3, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY OR ITS AFFILIATES OR LICENSORS FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OR INACCURACY OF DATA, LOSS OF PROFITS OR REVENUE, BUSINESS INTERRUPTION, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, HOWEVER ARISING, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.3 Exceptions and Super Cap. THE LIMITATIONS AND EXCLUSIONS SET FORTH IN SECTIONS 7.1. AND 7.2 DO NOT APPLY TO (I) CUSTOMER’S BREACH OF SECTION 2.2, (II) EITHER PARTY’S FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (III) LOSSES PAYABLE PURSUANT TO EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 8, (IV) EITHER PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 9, OR (V) APRIORI’S LIABILITY FOR A BREACH OF PERSONAL DATA UNDER THE DATA PROCESSING ADDENDUM. NOTWITHSTANDING THE FOREGOING, AGGREGATE LIABILITY RESULTING FROM EITHER PARTY’S BREACH OF SECTION 9 AND/OR APRIORI’S LIABILITY FOR A PERSONAL DATA BREACH IS SUBJECT TO A SUPER CAP EQUAL TO THE LESSER OF (A) TWO TIMES (2X) THE AMOUNTS CUSTOMER PAID TO APRIORI FOR THE SOFTWARE AND PROFESSIONAL SERVICES GIVING RISE TO THE LIABILITY DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT OUT OF WHICH THE LIABILITY AROSE, 0R (B) $2,000,000 US DOLLARS.

8. Indemnification.

aPriori will defend Customer, at aPriori’s expense, against claims, demands, suits, or proceedings (“collectively, “Claims”) made or brought against Customer by a third party alleging that the Software infringes such third party’s Intellectual Property Rights and will indemnify Customer for any liability, damage or costs finally awarded or entered into in settlement (including, without limitation, reasonable attorneys' fees) that result from any such Claim (collectively, “Losses”); provided that Customer: (a) promptly gives written notice of the Claim to aPriori (although a delay of notice will not relieve aPriori of its obligations under this section except to the extent that aPriori is prejudiced by such delay); (b) gives aPriori sole control of the defense and settlement of the Claim (although aPriori may not settle any Claim unless it includes a provision releasing Customer from all liability); and (c) provides to aPriori, at aPriori’s cost, all reasonable cooperation, information and assistance. aPriori will have no liability for Claims or Losses to the extent arising from any: (i) any modification(s) to the Software not made by on behalf of aPriori; (ii) use of the Software in a manner inconsistent with these terms or the applicable Documentation; (iii) use of the Software in combination with any other product, data or service not provided by aPriori where the Claim would not have occurred but for such combination; (iv) Output; (v) code generated by artificial intelligence; or (v) any settlement aPriori does not agree to in writing. If Customer is enjoined from using the Software, or aPriori reasonably believes Customer will be so enjoined, aPriori will at its option either obtain for Customer the right to continue using the Software or replace or modify the Software so that it is no longer infringing without materially diminishing its functionality. If neither of the foregoing options is commercially feasible, then either party may terminate these terms with respect to the infringing Software, accept return of the infringing Software and Documentation and issue a refund to Customer of the unused subscriptions fees paid by Customer for the applicable Software. THE FOREGOING STATES CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND APRIORI’S SOLE AND EXCLUSIVE LIABILITY FOR ANY ALLEGED OR ACTUAL INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS.

9. Confidentiality.

With respect to the Confidential Information of the other party (a “Discloser”) each party (a “Recipient”) will:

(i) protect the Confidential Information against unauthorized access, use and disclosure using the same degree of care that it uses to protect its own confidential information of like kind (but in no event using less than a reasonable standard of care); and

(ii) not use or disseminate or disclose the Confidential Information to any third party, except with Discloser’s prior written permission or as otherwise permitted in these terms.

Either party may disclose Confidential Information on a need-to-know basis to its employees, agents, contractors, subcontractors, advisors, directors and service providers who are bound by confidentiality obligations at least as restrictive as those in this section. These restrictions will not prevent either party from complying with any law, regulation, court order or other legal requirement that purports to compel disclosure of any Confidential Information. Recipient will promptly notify Discloser upon learning of any such legal requirement, and reasonably cooperate with Discloser in the exercise of its right to protect the confidentiality of the Confidential Information before any tribunal or governmental agency. Discloser will have the right to seek injunctive relief to enjoin any breach or threatened breach of this section, it being acknowledged by the parties that other remedies may be inadequate.

10. Audit.

aPriori or its designee may, from time to time and upon reasonable notice of not less than five (5) business days, audit Customer’s computer hardware and software, related to the Software to determine Customer’s compliance with Customer’s obligations hereunder, including the payment of proper fees for the licenses used. If the audit shows that Customer has not paid aPriori sufficient fees due to unlicensed usage or otherwise, Customer shall pay aPriori the amount of such underpayment, at aPriori’s then-current rates, within thirty (30) days following written notice from aPriori. aPriori shall pay all costs of the audit unless Customer has underpaid aPriori by more than five percent (5%), in which event Customer shall reimburse aPriori the reasonable costs of the audit within thirty (30) days of receipt of notice from aPriori.

11. Term & Termination.

11.1 Term. These terms shall commence on the Effective Date and continue until all Ordering Documents have terminated or expired, unless earlier terminated in accordance with this Section 11.

11.2. Term of Subscriptions. Subscriptions commence on the start date specified in the relevant Ordering Document(s) and continue for the Subscription Term specified therein.

11.3. Termination for Cause. A party may terminate these Terms or an Ordering Document for cause if the other party is in material breach of these Terms and fails to cure such breach within thirty (30) days of receipt of written notice of such material breach from the non-breaching party.

11.4. Termination Based on Financial Condition. Either party may terminate these Terms by delivering written notice to the other party if the other party becomes the subject of a petition in bankruptcy or any other proceeding related to insolvency, receivership, liquidation or assignment for the benefit of creditors and such proceeding is dismissed within sixty (60) days.

11.5 Termination and Payment. Upon termination or expiration of these terms or a Subscription Term, Customer’s and its Users’ right to use the Software immediately ceases. Except as otherwise specified in these terms, termination will not preclude a party from seeking any other remedies available under law or in equity. Termination will not relieve Customer of the obligation to pay all amounts due under all Ordering Documents. Notwithstanding the foregoing, if Customer terminates these terms or an Ordering Document(s) due to aPriori’s material uncured breach of its obligations hereunder, aPriori will refund to Customer any prepaid unused fees for the terminated portion(s) of the applicable Ordering Document(s).

11.6 Surviving Provisions. The following provisions survive any termination or expiration of these terms: Sections 1, 3, 4, 5.1, 6.2 – 6.4, 7, 8, 9, 11, and 12.

12. General Provisions.

12.1 Export Control. Neither party will export, re-export, transfer, or make available, whether directly or indirectly, any regulated item or information to anyone outside the U.S. in connection with these terms without first complying with all relevant export control laws and regulations that may be imposed by the U.S. Government and any country or organization of nations within whose jurisdiction Customer operates or does business, and shall not cause the other party to violate the same.

12.2 Relationship of the Parties. The parties are independent contractors. these terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

12.3 Notices. Except as specified in Section 3.1, all notices required to be sent hereunder must be in writing and will be deemed to have been given upon (i) the date of delivery by a generally recognized commercial courier service (e.g., FedEx, UPS, USPS, DHL, etc.), or (ii) if sent by certified mail return receipt requested, on the date received, in each case addressed to the addresses set in the most recent Ordering Document, if to aPriori, to the attention of Legal Department, and, if to Customer, to the attention of the signatory of the most recent Ordering Document, or to such other address or individual as either party may specify from time to time by written notice to the other party.

12.4 Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under these terms shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

12.5 Severability. If any provision of these terms is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these terms shall remain in full force and effect.

12.6 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign these terms in their entirety (including all Ordering Documents) without the consent of the other party to any successor in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all its assets. Notwithstanding the foregoing, if a party is acquired by, acquires, sells substantially all its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate these terms upon written notice. Any attempt by a party to assign its rights or obligations under these terms in breach of this section shall be void and of no effect. Subject to the foregoing, these terms shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

12.7 Governing Law. These terms and any disputes arising out of or related hereto shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to its conflicts of laws rules. All proceedings shall be conducted in English. Exclusive jurisdiction and venue for all proceedings shall be the state or federal courts in Boston, Massachusetts, and both parties submit to the personal jurisdiction of such courts. Each party hereby waives any objection it might otherwise have to venue, personal jurisdiction, inconvenience of forum, and any similar or related doctrine, provided that either party may seek injunctive relief in any court of competent jurisdiction. Neither the United Nations Convention for the International Sale of Goods nor the Uniform Computer Information Transactions Act apply to these terms or any transactions hereunder. The prevailing party in any action under these terms will be entitled to recover its costs and attorneys’ fees from the other party. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to these terms.

12.8 Force Majeure. Neither party shall be liable for any failure or delay in its performance under these terms (except for a failure to pay fees) due to any cause beyond its reasonable control, including acts of war, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, pandemic, epidemic, governmental act, or failure of the internet not resulting from the actions or inactions of the parties (collectively, a “Force Majeure Event”), provided that the delayed party: (i) gives the other party prompt notice of such Force Majeure Event, and (ii) uses commercially reasonable efforts to promptly correct such failure or delay in its performance.

12.9 Publicity. Press releases or other similar public communications by either party relating to these terms, except communications required for compliance or regulatory purposes, must be approved in advance by the other party.

12.10 Federal Government End Use Provisions. aPriori provides the Software, including related software and technology, for ultimate federal government end use in accordance with the following: The Software consists of “commercial items,” as defined at FAR 2.101. In accordance with FAR 12.211-12.212 and DFARS 227.7102-4 and 227.7202-4, as applicable, the rights of the U.S. Government to use, modify, reproduce, release, perform, display, or disclose commercial computer software, commercial computer software documentation, and technical data furnished in connection with the Software shall be as provided in these terms, except that, for U.S. Department of Defense end users, technical data customarily provided to the public is furnished in accordance with DFARS 252.227-7015. If a government agency needs additional rights, it must negotiate a mutually acceptable written addendum to these terms specifically granting those rights.

12.11 Entire Agreement. These terms, including all exhibits and addenda attached hereto or included by hyperlink, all Ordering Documents and, if applicable, the Data Processing Addendum, constitutes the entire agreement between the parties, and supersedes all prior and contemporaneous agreements (including non-disclosure agreements), proposals or representations, written or oral, concerning its subject matter. The parties are not relying and have not relied on any representations or warranties whatsoever regarding the subject matter of these terms, express or implied, except for the representations and warranties expressly set forth in these terms. No modification, amendment, or waiver of any provision of these terms will be effective unless in writing and signed by an authorized representative of the party against whom the modification, amendment or waiver is being asserted. To the extent of any conflict or inconsistency between the provisions in the main body of these terms and any exhibit or addendum hereto, any document referenced herein by hyperlink, or any Ordering Document, the terms of such exhibit, addendum, Ordering Document, or linked document, will prevail. No terms or conditions set forth on any purchase order, preprinted form or document shall add to or vary these terms, and all such terms or conditions shall be null and void.

Exhibit A
Support Services

Subject to these Terms and the Ordering Document entered into by the parties, the following terms and conditions govern the provision of aPriori’s Support Services to Customer. aPriori will address Errors which may arise from Customer’s use of the Service in accordance with the terms and conditions forth below.

Definitions: Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the in these Terms or Ordering Document. Other capitalized terms used herein shall have the respective meanings set forth below:

“Error” means any occurrence that causes a specific Software application not to operate in substantial conformance with the Documentation.

“Product Support” means technical support for the Software made available to Customer as part of the term component subscription fee. aPriori may designate or consult third parties including its Third Party Software providers or distributors, OEMs, or VARs to provide any of the Product Support, although aPriori shall remain responsible to Customer for the performance of all Product Support.

“Standard Support Hours” means Monday through Friday, 4:00 am to 6:00 pm Eastern Time, excluding aPriori holidays.

“Updates” means patches and other error corrections or minor enhancements issued from time to time to aPriori customers who are entitled to Product Support.

“Upgrades” means a new version, or major release, of the same product(s) provided to aPriori customers who are entitled to Product Support. Upgrades do not include new functionality, versions, major enhancements, application solutions or modules that are normally licensed by aPriori separately from the Software identified in the Licensed Configuration or for which a separate charge is generally assessed to other licensees or for separately priced products that aPriori may release from time to time.

1. SUPPORT TERM: The term of the Product Support is co-terminus with the Subscription Term specified in the Ordering Document and begins upon Delivery.
2. EMAIL: aPriori shall provide reasonable email support for issue determination and resolution during Standard Support Hours for issues involving aPriori licensed Software, at https://support.apriori.com/.
   • Support Web Site:aPriori maintains the aPriori Support Center at https://support.apriori.com/. Support requests can be submitted through a Support Form on this site. Use of the aPriori Support Center shall be subject to the terms posted at such web site.
3. UPDATES AND UPGRADES: aPriori shall, from time to time, make available to Customer software Updates and Upgrades, all of which aPriori makes available to similarly situated customers at no additional cost. aPriori shall not be required to make Upgrades or Updates available to Customer except as provided herein. Updates and Upgrades shall be treated as Software and subject to these Terms.
4. ERROR CORRECTION: aPriori shall make commercially reasonable efforts to correct reproducible Errors in the Software according to the schedule set forth below.
   • Acknowledgement -- Consists of an acknowledgement to Customer, as to the receipt of the problem as reported and a confirmation of the problem severity. aPriori will begin the process of problem determination and resolution at this point.
   • Status Updates -- Consists of regular communications concerning the status of the problem determination and resolution.
   • Resolution -- Consists of providing, as determined by aPriori, one of the following to Customer: an existing correction, a new correction, a viable detour or Alternative Solution, or a plan on how the problem will be corrected.
   • Closure -- Consists of providing, as determined by aPriori, a final correction or workaround of the Error including Updates of the Software and revised or new Documentation.
   • Severity Re-classification -- If Customer determines that a previously reported and in progress issue’s severity needs to be re-classified or escalated, Customer must comment accordingly on the existing ticket.
5. CUSTOMER RESPONSIBILITIES: aPriori’s provision of Product Support to Customer is subject to the following.
   • Customer is responsible for providing sufficient information and data to allow aPriori to readily reproduce all reported Errors.
   • Customer shall provide aPriori with necessary access to the Software, personnel and equipment during Standard Support Hours. This access includes the ability to remotely access the Software, subject to Customer’s security procedures.
   • Report Errors.Customer shall document and promptly report all detected Errors to aPriori. At aPriori’s direction, Customer shall take all steps necessary to carry out procedures for the rectification of Errors within a reasonable time after such procedures have been received from aPriori.
   • Customer shall properly train its personnel in the use and application of the Software.
   • Authorized Contacts.Customer shall appoint a reasonable number of trained individuals to serve as primary contacts between Customer and aPriori regarding the registry and report of support inquires (each an “Authorized Contact”). All of Customer’s support inquiries shall be initialized through the Authorized Contacts.
6. EXCLUSIONS: aPriori provides Product Support only for the most current major release of Software and the immediately preceding major release. aPriori shall not provide Product Support for Third Party Software if Customer licenses any software of the same type for use in connection with the Software from a source other than aPriori. aPriori shall have no responsibility to provide Product Support for, and reserves the right, at its sole discretion, to charge and invoice Customer at aPriori’s then current rate for Professional Services for the time and materials required to diagnose, remedy or attempt to remedy problems or Errors related to (i) Customer extracting or accessing data from or performing queries on the database; (ii) customizations or modifications to the Software by Customer or on Customer’s behalf; (iii) hardware or software not provided by aPriori; (iv) accidents, failure of electric power, adverse environmental conditions, catastrophe, negligence by Customer or improper or unauthorized use; (v) Customer’s on-site technical support or (vi) requests for enhancement. aPriori (a) does not warrant that it shall be able to successfully resolve such Errors and (b) reserves the right to refuse Product Support until and unless the Software has been rendered compliant with the Documentation.