aPriori Software-as-a-Service (SaaS) Agreement

As used in this Agreement: (i) "aPriori" means aPriori Technologies, Inc., a Delaware (US) corporation (or the aPriori contracting entity identified in the initial Ordering Document); (ii) "Customer" means the contracting entity identified in the initial Ordering Document; (iii) "Party" means either aPriori or Customer individually, as the context requires; and (iv) "Parties" means aPriori and Customer collectively. All Services and Professional Services provided by aPriori to Customer are subject to this aPriori Software-as-a-Service Agreement including without limitation all documents attached hereto or incorporated herein by reference or hyperlink (collectively, the "Agreement").

IMPORTANT — PLEASE READ CAREFULLY

By submitting an Ordering Document for the Service or Professional Services, or by accessing or using the Service, Customer agrees to be bound by this Agreement as of that date (the "Effective Date"). If Customer does not agree to all terms of this Agreement, Customer may not access or use the Service.

1. Definitions

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where "control" means ownership of more than fifty percent (50%) of the voting securities or income interests of such entity. A Customer Affiliate and aPriori may enter into an Ordering Document that references this Agreement. In that case: (i) the Customer Affiliate will be deemed the Customer under the applicable Ordering Document and will be bound by this Agreement; (ii) all references to Customer in this Agreement will be interpreted to refer to that Customer Affiliate solely for purposes of the applicable Ordering Document; and (iii) Customer will remain jointly and severally liable with such Customer Affiliate for the obligations under the applicable Ordering Document, unless otherwise agreed in writing by aPriori. aPriori may perform its obligations and provide the Service through its Affiliates, suppliers, and subcontractors, but the aPriori contracting entity identified in the Ordering Document remains solely responsible and liable for performance under this Agreement, and no aPriori Affiliate is an independent obligor hereunder.

"AI Features" means any artificial intelligence, machine learning, generative AI, predictive analytics, automated decision systems, or similar technologies incorporated into the Service that analyze data, generate predictions, or produce Output.

"Confidential Information" means information disclosed by one Party to the other under or in connection with this Agreement that: (a) is designated by the disclosing Party at the time of disclosure as being proprietary or confidential, or (b) should reasonably be 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 Service, including without limitation all algorithms, models, architectures, training methodologies, User Guides, AI Features, and technical documentation.

"Customer Data" means all product data, content, materials, drawings, models, diagrams, designs, databases, parts, images, and other product information input by Customer to the Service (collectively "Product Data").

"De-Identified Data" means data derived from Customer Data or Output that has been aggregated, anonymized, or otherwise irreversibly transformed such that Customer, its Affiliates, or any individual cannot reasonably be identified.

"DPA" means the terms of aPriori's standard Data Processing Addendum, as updated from time to time to reflect applicable data protection laws. aPriori's DPA is located at https://www.apriori.com//wp-content/uploads/2022/04/IGM.LGL_.02.v01.EN-aPriori-Customer-DPA-2021-002.pdf (or such successor URL as aPriori may designate).

"Intellectual Property Rights" means all worldwide intellectual property rights, including patents and patent applications, inventions (whether patentable or not), copyrights (registered or unregistered), moral rights, trademarks, service marks, trade names and domain names, design rights, mask works, trade secrets, know-how, and any other proprietary or intellectual property rights, and all applications, registrations, renewals, extensions, and derivative or equivalent rights thereof.

"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 both Parties, or (ii) aPriori's online ordering tool used by Customer to place an order, in each case that: (a) specifies the Service and, if applicable, the Professional Services to be provided to Customer under this Agreement, and (b) incorporates this Agreement by reference and references any other applicable forms or SOWs relevant to the order.

"Output" means any output, information, data, materials, analytics, predictions, insights, or results generated through Customer's use of the Service, including through AI Features.

"Professional Services" means consulting, implementation, technical services, and/or expert services provided by aPriori under this Agreement, as described more fully in an Ordering Document and SOW.

"Service" means aPriori's commercially available software-as-a-service applications, together with any updates, enhancements, improvements, new releases, bug fixes, patches, derivative works, and modifications that aPriori makes available to Customer pursuant to Support Services under this Agreement, as well as the Support Services themselves. For clarity, Professional Services and Output are not part of the Service. In its sole discretion, aPriori may update or modify the Service from time to time.

"Statement of Work" or "SOW" means a document executed by the Parties that describes certain Professional Services purchased by Customer under this Agreement. Each Statement of Work will be governed by this Agreement.

"Subscriber" means a unique, identified individual who is authorized by Customer to use or access the Service and to whom Customer has provided unique login credentials necessary to access and use the Service. Unless otherwise specified in an Ordering Document, Customer must purchase a subscription to the Service for each Subscriber (a "Subscription"). Subscribers may include Customer's employees and/or employees of Customer's Affiliates, consultants, agents, and/or subcontractors. Customer is responsible for Subscribers' ongoing use of the Service and compliance with this Agreement.

"Subscription Term" means the period specified in the Ordering Document during which Customer's Subscribers are authorized to use or access the Service pursuant to this Agreement, unless earlier terminated pursuant to Section 10 below.

"Support Services" has the meaning set forth in Section 13.

"User Guides" means aPriori's standard user guides and technical documentation for the Service, as updated by aPriori from time to time.

"Work Product" has the meaning set forth in Section 11.3(a).

2. Service

• Provision of aPriori will make the Service available to Customer for use during the Subscription Term by Subscribers pursuant to this Agreement and all Ordering Documents, solely for Customer's internal business purposes.

• Named Unless specified otherwise in the Ordering Document, the Service is licensed for use by a unique individual as the Subscriber. An eligible Subscriber may access the Service with a unique username and password on one device at a time and Customer must acquire and dedicate a license for each separate Subscriber. Individual Subscribers may not share usernames, passwords, or licenses with other individuals. Customer may reassign Subscriptions from time to time to new Subscribers who replace former Subscribers who no longer access or use the Service. Customer may not assign or reassign a Subscription to a particular Subscriber more frequently than once every 60 calendar days. If aPriori determines that Customer's usage exceeds purchased quantities, Customer will promptly purchase additional Subscriptions, at the per-Subscription price set forth in the applicable Ordering Document, prorated for the remainder of the then-current Subscription Term, to cover the excess usage.
• Beta and Evaluation Features. aPriori may make beta, trial, evaluation, or proof-of-concept features or environments available to Customer. Any such use is solely for Customer's internal evaluation, is provided "AS IS" without warranty, indemnity, support, or service-availability commitment, and may be modified, suspended, or discontinued by aPriori at any time. Sections 5 and 6 apply in full to such use.

3. Obligations

• aPriori's aPriori will: (i) maintain the security and integrity of the Service and the Customer Data in accordance with prevailing industry practices; (ii) provide Support Services to Customer in accordance with Section 13 below; (iii) comply with all applicable laws in providing the Service and Professional Services; and (iv) make the Service available in accordance with the service availability terms set forth in Section 12 below. aPriori reserves the right to monitor Customer's use of the Service for security and technical support purposes, to confirm Customer's compliance with applicable usage limitations, and otherwise as permitted under this Agreement. aPriori reserves the right to update its support policies and/or the service availability terms, provided that any such updates do not materially diminish the support levels or service availability standards.
• Customer Customer is responsible for all activities occurring under its Subscriber accounts and for ensuring that its Subscribers comply with this Agreement. Customer will: (a) be solely responsible for the accuracy, quality, legality, and appropriateness of all Customer Data; (b) maintain the security of its account credentials and promptly notify aPriori of any actual or suspected unauthorized access to, or use of, the Service; (c) use commercially reasonable efforts to prevent the introduction of Malicious Code into the Service; and (d) comply with all applicable laws in connection with its use of the Service. Customer will not provide to aPriori, and will not submit to or store within the Service, any (i) protected health information or other information subject to the Health Insurance Portability and Accountability Act ("HIPAA"), (ii) payment card information subject to the PCI Security Standards Council ("PCI") requirements, or (iii) social security numbers, government identification numbers, credit card data, or similarly sensitive personal information not expressly required for Customer's use of the Service. aPriori is not a "Business Associate" under HIPAA, and Customer will not provide any protected health information to aPriori. Customer will not (i) permit access to or use of the Service in violation of this Agreement; (ii) share account credentials among individuals; or (iii) use the Service in a manner intended to circumvent Subscription limits or restrictions.
• Data Protection. To the extent Customer's use of the Service or Professional Services requires aPriori to process personal data subject to the EU General Data Protection Regulation (Regulation (EU) 2016/679), the UK GDPR, the California Consumer Privacy Act as amended by the CPRA, or any other applicable data protection law (collectively "Data Protection Laws"), such processing will be governed by the DPA, which is incorporated into this Agreement by this reference. aPriori may update the DPA from time to time as reasonably necessary to comply with changes in Data Protection Laws, provided that aPriori will provide Customer with at least thirty (30) days' prior written notice of any material update to the DPA, except where an immediate change is required by applicable law. Notwithstanding anything in the DPA, the limitations and exclusions of liability in Section 9 apply to, and control, all claims arising under or relating to the DPA.

4. Fees and Payment

• Fees; Subscription Customer will pay all fees set forth in each applicable Ordering Document. Except as expressly stated in an Ordering Document or otherwise agreed in a writing signed by both Parties, Customer may not reduce the number of Subscriptions or other committed quantities during the applicable Subscription Term.
• Invoicing and Payment. Except as otherwise specified in an Ordering Document, all fees and charges will be invoiced in advance and paid in full net thirty (30) days from the invoice
• 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.
• Suspension of Service. If Customer fails to make timely payment of Subscription fees (except for charges then under reasonable and good faith dispute) and fails to cure such non-payment within thirty (30) days of receipt of written notice from aPriori, then aPriori may, in its sole discretion, and in addition to any of its other rights or remedies, restrict or suspend Customer's access to the Service until such amounts are paid in full. In addition to suspension for non-payment, aPriori may suspend or restrict Customer's or any Subscriber's access to the Service, in whole or in part, if aPriori reasonably determines that (i) Customer's or a Subscriber's use poses a security risk to the Service or any third party, (ii) Customer or a Subscriber is violating Section 5.3 or 5.7, or (iii) such suspension is required to comply with applicable law or a governmental request. aPriori will use commercially reasonable efforts to provide advance notice and to limit any suspension to the affected use, and will promptly restore access once the underlying issue is Suspension under this Section does not relieve Customer of its payment obligations.
• Fees under this Agreement are exclusive of all taxes, duties, levies, tariffs, and similar governmental assessments, including sales, use, value-added, goods and services, and withholding taxes ("Taxes"), other than Taxes imposed on aPriori's net income or property. Customer is responsible for all Taxes arising from its purchases under this Agreement. If aPriori is required to collect or remit Taxes for which Customer is responsible, aPriori will invoice Customer for such Taxes and Customer will pay them unless Customer timely provides a valid exemption certificate from the applicable taxing authority. If Customer is required by law to withhold or deduct any Taxes from amounts payable to aPriori, Customer will pay such Taxes and will pay aPriori additional amounts as necessary to ensure that aPriori receives the full amount it would have received had no withholding or deduction been required.
• Customer will maintain records sufficient to verify compliance with this Agreement. No more than once per twelve (12) months (or more frequently if a prior audit revealed material non-compliance), aPriori may audit Customer's compliance on ten (10) business days' notice. Customer may satisfy an audit by written self-certification from an authorized officer. If self-certification is not provided or reveals material non-compliance, aPriori or a confidentiality-bound independent auditor may conduct an on-site audit during business hours with reasonable advance coordination. If an audit reveals underpayment or unauthorized use, Customer will promptly pay the applicable fees; if underpayment exceeds 5% of fees due, Customer will also reimburse reasonable audit costs.

5. Access and Use; Ownership

• Access to Service. In exchange for payment of the fees listed on the Ordering Document, and subject to this Agreement and any applicable Ordering Document(s), aPriori grants Customer a nonexclusive, worldwide, royalty-free, non-transferable, non-assignable (except as permitted in Section 14.6) right to access and use the Service solely for Customer's internal business purposes during the Subscription Term. Customer will not alter or remove, or permit any third party to alter or remove, any proprietary trademark or copyright markings incorporated in, marked on, or affixed to any Service, User Guide, or Work Product.

• Reservation of Rights. Except for the limited rights expressly granted to Customer under this Agreement, no other license is granted and no other use is As between aPriori and Customer, aPriori exclusively owns and reserves all rights, title, and interests (including Intellectual Property Rights and all improvements, modifications, enhancements, and derivative works) in and to the Service, Professional Services, and Work Product. Without limiting the foregoing, all artificial intelligence and machine learning models, algorithms, training datasets, embeddings, feature weights, architectures, and related technologies used in or developed for the Service, and derivative works of any of the foregoing, are and will remain the exclusive property of aPriori and its licensors.
• Customer will not, directly or indirectly (including through any Affiliate, Subscriber, contractor, agent, or other person acting on its behalf or with access provided by Customer): (a) copy, reproduce, modify, translate, adapt, or create derivative works of the Service or any portion thereof; (b) frame, scrape, or mirror any part of the Service; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying algorithms of the Service, except to the extent this restriction is expressly prohibited by applicable law; (d) license, sublicense, sell, resell, rent, lease, transfer, assign (except as permitted under Section 14.6), distribute, time-share, or otherwise make the Service available to any third party, other than to Named Subscribers as permitted by this Agreement; (e) use the Service to send unsolicited or duplicative messages or otherwise violate applicable anti-spam or similar laws; (f) upload to, or use the Service to store or transmit, infringing, defamatory, obscene, harmful, or otherwise unlawful material, including material that violates third-party privacy or publicity rights; (g) upload to, or use the Service to store or transmit, Malicious Code; (h) interfere with or disrupt the integrity, operation, or performance of the Service or the data contained therein; or (i) attempt to gain unauthorized access to the Service or its related systems or networks.
• Customer Data; Security; De-Identified Data and Usage Data. As between the Parties, Customer owns and retains all right, title, and interest in and to Customer Data. Customer grants aPriori a non-exclusive, worldwide right to access, use, host, store, process, transmit, and display Customer Data, and to create De-Identified Data, solely to provide, operate, maintain, secure, and support the Service and Professional Services, to prevent or address technical or security issues, to comply with applicable law, and as Customer otherwise instructs or authorizes. aPriori will not sell Customer Data and will not use Customer Data to train artificial intelligence or machine learning models except in De-Identified form as described below. aPriori will maintain a written information security program with administrative, technical, organizational, and physical safeguards designed to protect the security, confidentiality, and integrity of Customer Data. aPriori may update those measures from time to time, provided the updates do not materially diminish the overall security of the Service. aPriori is responsible for its personnel's and authorized subprocessors' compliance with this Section. To the extent aPriori processes personal data on Customer's behalf, such processing is governed by the DPA. aPriori may generate De-Identified Data from Customer Data or Output using a process reasonably designed to prevent re-identification. As between the Parties, aPriori may use De-Identified Data for its lawful business purposes, including operating, developing, and improving aPriori's products, services, and offerings (which may include training and improving aPriori's models and generating synthetic datasets), security monitoring, and internal analytics, research, and benchmarking. aPriori will not attempt to re-identify De-Identified Data and will not disclose De-Identified Data in any form that identifies Customer or any individual. aPriori may also collect and use quantitative and operational data regarding the use and performance of the Service ("Usage Data") to operate, maintain, secure, and improve the Service and aPriori's related offerings. Usage Data is maintained in aggregated or anonymized form and will not identify Customer or any individual.
• Feedback; Ownership. Customer hereby grants to aPriori a perpetual, irrevocable, worldwide, royalty-free, transferable, sublicensable license to any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by Customer relating to the Service. This Agreement does not effectuate a sale and does not convey to Customer any rights of ownership in or related to the Service or any Intellectual Property Rights owned by aPriori or its The aPriori name and logo are trademarks of aPriori, and unless expressly granted in this Agreement, no right or license is granted to use them. Customer will not accrue any residual rights to the Service, including any rights to the Intellectual Property Rights embodied therein.

• Third Party and Open Source Software. Open source software ("OSS") may be included in, embedded in, or provided with the Service. 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 or warranted by aPriori under this Agreement. To the extent aPriori is required to: (a) make disclosures regarding OSS; (b) make available source code; or (c) provide applicable license terms, Customer may obtain such information by sending a written request to: aPriori Technologies, Inc., Attention: Legal Department, Open Source Files Request, legal@apriori.com. aPriori will not include OSS subject to "copyleft" licensing terms that would require disclosure of proprietary Service source
• Artificial Intelligence and Machine Learning. The Service may incorporate AI Features. Customer acknowledges and agrees to the following terms regarding such AI Features and any Output generated through

• Nature of AI Output. AI Features operate using automated analytical and probabilistic methods. Output generated through AI Features may contain errors, inaccuracies, incomplete information, or results that do not reflect real-world engineering or manufacturing Accordingly, Output is provided for informational and analytical purposes only and is not a substitute for professional engineering judgment, independent testing, or validation. Customer is solely responsible for reviewing, validating, and confirming the accuracy and suitability of any Output before relying on it for engineering, manufacturing, operational, commercial, or business decisions.
• No Safety-Critical The Service and AI Features are not designed or intended for use in safety-critical environments where errors could reasonably be expected to result in death, personal injury, environmental harm, or significant physical damage. Customer assumes all responsibility for determining whether and how Output may be used in connection with Customer's internal processes or decision-making.
• Model Ownership. All artificial intelligence and machine learning technologies used in or developed for the Service — including without limitation models, neural networks, algorithms, architectures, embeddings, weights and parameters, training methodologies, training datasets and synthetic datasets, reinforcement learning systems, evaluation pipelines, model tuning techniques, and derivative works of any of the foregoing — are and will remain the exclusive property of aPriori and its licensors. Nothing in this Agreement transfers to Customer any ownership interest in any such technologies.
• AI Model Protection. Customer will not, and will not permit any third party to: (1) attempt to extract, reconstruct, reverse engineer, infer, or replicate any model, training dataset, embedding, or algorithm used by the Service; (2) perform model probing, adversarial testing, prompt-engineering attacks, or similar techniques intended to reveal model architecture, training data, or internal model behavior; (3) conduct or publish benchmarking, competitive testing, or performance comparisons involving the Service without aPriori's prior written consent; or (4) use automated means or systematic queries to extract or infer proprietary information about the operation of the Service or AI Features.
• AI Training and Competitive Use Restrictions. Customer will not use the Service, Output, User Guides, aPriori Confidential Information, or any data, materials, or documentation derived from or made available through the Service — directly or indirectly, and whether for Customer's internal use or for commercial purposes — to: (1) build, train, fine-tune, validate, benchmark, or otherwise develop any artificial intelligence model, large language model, machine learning system, or similar technology; (2) develop, improve, enhance, train, or operate any product, service, tool, or technology that replicates or is competitive with the Service, irrespective of the technology, architecture, or methods used; provided, however, that nothing in this clause (2) restricts Customer from using Output or the conclusions, findings, or insights derived therefrom in Customer's ordinary internal business operations, so long as such use does not involve extracting, replicating, or reconstructing any aPriori model, algorithm, or methodology; (3) create or assemble datasets intended for use in training artificial intelligence systems; or (4) replicate or attempt to replicate the functionality, algorithms, analytical methods, models, or user workflows of the Service. These restrictions apply regardless of whether such activities are performed by Customer, its Affiliates, contractors, or third-party service providers acting on its behalf, and regardless of whether the resulting model, product, or technology is distributed externally or used solely within Customer's organization.

• AI Feature aPriori may modify, update, replace, or discontinue AI Features from time to time as part of ongoing product development, provided such changes do not materially diminish the core functionality of the Service purchased by Customer.
• Regulatory Compliance. Customer will ensure that its use of the Service and any Output complies with all applicable laws and regulations, including any laws governing artificial intelligence systems, automated decision-making technologies, export compliance, and data protection. aPriori does not assume responsibility for Customer's regulatory compliance obligations arising from Customer's use of the Service or Output.
• Equitable Customer acknowledges that any breach or threatened breach of Sections 5.2, 5.3, or 5.7 would cause aPriori irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, aPriori is entitled to seek injunctive and other equitable relief to enforce these provisions, without the necessity of posting a bond or proving actual damages, in addition to any other remedies available at law or in equity.
  • As between the Parties, Customer owns all right, title, and interest (including all Intellectual Property Rights) in and to the Output, excluding any aPriori Confidential Information, the Service, and any aPriori models, algorithms, methodologies, or other aPriori Intellectual Property Rights embodied therein, all of which remain the exclusive property of aPriori as set forth in Sections 5.2 and 5.7. Customer’s ownership and use of the Output remain subject in all respects to the restrictions in Sections 5.3 and 5.7, including the AI-training and competitive-use restrictions, which apply to the Output regardless of which Party owns it. Customer grants aPriori a non-exclusive, worldwide, royalty-free, fully paid-up, perpetual, and irrevocable license to access, use, host, store, process, transmit, and display the Output, and to create and use De-Identified Data from the Output in accordance with Section 5.4, in each case to provide, operate, maintain, secure, support, develop, and improve the Service and aPriori’s other products and services. For clarity, notwithstanding Customer’s ownership of the Output, aPriori does not warrant the Output and has no liability arising from the Output or any reliance on it, as set forth in Sections 7.3 and 9.2.

6. 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 less than a reasonable standard of care); and (ii) not use or disclose the Confidential Information to any third party except as permitted under this Agreement.

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 protecting the confidentiality of the Confidential Information. Discloser will have the right to seek injunctive relief to enjoin any breach or threatened breach of this section.

The obligations in this Section 6 do not apply to information that the Recipient can demonstrate: (a) is or becomes publicly available through no breach of this Agreement by the Recipient; (b) was known to the Recipient without

restriction before disclosure by the Discloser; (c) is rightfully received by the Recipient from a third party without restriction and without breach of any confidentiality obligation; or (d) is independently developed by the Recipient without use of or reference to the Discloser's Confidential Information.

The obligations in this Section 6 continue for three (3) years following disclosure of the relevant Confidential Information, except that, with respect to any Confidential Information that constitutes a trade secret under applicable law, such obligations continue for so long as the information remains a trade secret.

Nothing in this Agreement restricts aPriori's personnel from using, in the ordinary course of their employment, the general knowledge, skills, ideas, concepts, know-how, and experience retained in their unaided memory, provided aPriori does not intentionally memorize Customer's Confidential Information for this purpose and does not disclose Customer's Confidential Information.

7. Warranties and Disclaimers

• Each Party represents and warrants that it has the legal power and authority to enter this Agreement. aPriori warrants that during the Subscription Term: (i) the Service will perform materially in accordance with the applicable then current User Guides when used in accordance with this Agreement; and (ii) to the best of aPriori's knowledge, the Service does not contain any Malicious Code. Customer warrants that it owns or otherwise has sufficient rights in or to Customer Data to grant to aPriori the rights to use the Customer Data granted in this Agreement.
• As Customer's exclusive remedy and aPriori's entire liability for breach of the warranties set forth in Section 7.1(i) and (ii), aPriori will use commercially reasonable efforts to: (i) resolve any reproducible nonconformities in the Service so that it materially conforms to the applicable User Guides; and (ii) eliminate any Malicious Code without impairing the features and functionality of the Service. If aPriori is unable to provide either of the foregoing remedies within a commercially reasonable time following its receipt of written notice of breach of warranty, Customer will be entitled to terminate the applicable Service and receive a refund of any prepaid, unused fees paid to aPriori for the nonconforming Service for the remaining portion of the Subscription Term.
• EXCEPT AS EXPRESSLY STATED ABOVE IN THIS SECTION 7: (I) THE SERVICE, PROFESSIONAL SERVICES, WORK PRODUCT, AND OUTPUT ARE PROVIDED "AS IS"; (II) APRIORI, ITS SUPPLIERS, RESELLERS, AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE; AND (III) TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL WARRANTIES ARE DISCLAIMED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. WITHOUT LIMITING THE FOREGOING, APRIORI DOES NOT WARRANT THAT AI-GENERATED OUTPUT WILL BE ACCURATE, COMPLETE, RELIABLE, OR SUITABLE FOR ANY PARTICULAR PURPOSE, AND CUSTOMER ASSUMES ALL RISK ARISING FROM ITS USE OF, AND RELIANCE ON, OUTPUT. APRIORI'S WARRANTIES DO NOT APPLY TO CUSTOMER'S USE OF THE SERVICE IN BREACH OF THIS AGREEMENT, IN A SANDBOX OR OTHER NON-PRODUCTION ENVIRONMENT, AS PART OF A PROOF-OF-CONCEPT, OR FOR EVALUATION, TRIAL, OR BETA PURPOSES.

8. Indemnification

• Indemnification by aPriori. aPriori will defend Customer, at aPriori's expense, against claims, demands, suits, or proceedings ("Claims") made or brought against Customer by a third party alleging that the Service infringes such third party's Intellectual Property Rights and will indemnify Customer for any liability, damages or costs finally awarded or entered into in settlement (including, without limitation, reasonable attorneys' fees) that result from any such Claim ("Losses"); provided that Customer: (a) promptly gives written notice of the Claim to aPriori (although delay will not relieve aPriori except to the extent prejudiced); (b) gives aPriori sole control of the defense and settlement of the Claim; and (c) provides reasonable cooperation and aPriori will have no liability for Claims arising from: (i) modifications not made by aPriori; (ii) use inconsistent with this Agreement and applicable User Guides; (iii) use in combination with third-party products not provided by aPriori, solely to the extent that the alleged infringement arises from such combination and not from the Service standing alone; or (iv) Customer Data or Output. If the Service becomes subject to an infringement claim, or if aPriori reasonably believes the Service will become subject to an infringement claim, aPriori will, at its option: (i) obtain for Customer the right to continue using the relevant Service; (ii) replace or modify the relevant Service; or (iii) terminate the relevant Service and refund prepaid unused fees therefor.

• Indemnification by Customer. Customer will defend aPriori against Claims arising out of or alleging: (a) Customer Data infringes, misappropriates, or otherwise violates third-party Intellectual Property Rights; (b) Customer's use of the Service or Output in violation of Section 5.3 or 5.7 (including any use to train artificial intelligence systems or to develop competing functionality) infringes, misappropriates, or otherwise violates the rights of any third party; (c) Customer's or any Subscriber's use of, reliance on, or distribution of the Service or Output; or (d) Customer's violation of any applicable law or regulation. Customer will indemnify aPriori for resulting
• Exclusive Remedies. This Section 8 states the Parties' sole liability and exclusive remedies regarding third-party Claims of For clarity, aPriori has no indemnification obligations with respect to Claims arising from Customer Data or Output.

9. Limitation of Liability; Exclusions; Exceptions; Super Cap

• General Liability Cap. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 9.3, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER TO APRIORI UNDER THE APPLICABLE ORDERING DOCUMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE
• Exclusion of Certain EXCEPT AS EXPRESSLY STATED IN SECTION 9.3 BELOW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OR INACCURACY OF DATA, BUSINESS INTERRUPTION, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APRIORI WILL HAVE NO LIABILITY FOR ANY DECISIONS, ACTIONS, OR FAILURES TO ACT BY CUSTOMER OR ANY THIRD PARTY BASED ON OUTPUT OR ANY RECOMMENDATIONS, INSIGHTS, OR ANALYSES GENERATED BY THE SERVICE (INCLUDING ANY FEATURES UTILIZING ARTIFICIAL INTELLIGENCE OR MACHINE LEARNING).
• Exceptions to Liability Caps and Exclusions. The liability caps and exclusions in Sections 9.1 and 9.2 are modified as follows:

• Uncapped Liability. The following are not subject to any liability cap or exclusion: (i) Customer's payment obligations; (ii) Customer's breach of license scope or use restrictions under Sections 5.2, 5.3, or 5.7, including unauthorized scraping or data extraction, use of the Service or Output to train AI models, or development of competing functionality; and (iii) either Party's liability arising from its own fraud or willful misconduct.
• Super For the following, each Party's aggregate liability is capped at the lesser of three (3) times the fees paid by Customer in the twelve (12) months preceding the claim, or $2,000,000: (i) gross negligence; (ii) indemnification obligations; (iii) breach of confidentiality obligations; and (iv) personal data breaches under the DPA.
  • Controlling Liability Terms. The limitations, exclusions, and caps in this Section 9 govern and control over any other provision of this Agreement and over the DPA, any exhibit, addendum, Ordering Document, SOW, or document referenced by hyperlink. Nothing in the DPA or any such document increases, supplements, or supersedes either Party's aggregate liability beyond the amounts set forth in this Section 9.

• Limitation Period. Except for claims for non-payment, claims for breach of Section 5 or Section 6, and the Parties' indemnification obligations under Section 8, neither Party may bring any action or claim arising out of or relating to this Agreement more than twelve (12) months after the cause of action accrued.

10. Term and Termination

• This Agreement commences on the Effective Date and remains in effect until all Subscriptions granted and Ordering Documents executed in accordance with this Agreement have expired or been terminated.
• Term of Subscriptions. Subscriptions commence on the start date specified in the Ordering Document and continue throughout the Subscription
• Termination for Either Party may terminate this Agreement or an Ordering Document for cause if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after its receipt of written notice from the non-breaching Party. Notwithstanding the foregoing, if Customer breaches Section 5.2, 5.3, 5.7, or 6, aPriori may suspend access immediately under Section 4.4 and may terminate this Agreement and any affected Ordering Document (i) immediately upon written notice if the breach is not capable of cure, or (ii) if the breach is capable of cure, upon written notice if Customer fails to cure within ten (10) days. No refund is due to Customer on a termination under this paragraph.
• Termination Based on Financial Condition. Either Party may terminate this Agreement by written notice to the other Party if the other Party: (i) files a petition in bankruptcy; (ii) has an involuntary petition in bankruptcy filed against it that is not dismissed within sixty (60) days; (iii) has a receiver or trustee appointed for its assets; or (iv) makes a general assignment for the benefit of its creditors.
• Effect of Immediately upon termination: (i) Customer's access to the Service will cease; and (ii) Customer and its Subscribers must cease all use of the Service. If termination is due to aPriori's uncured breach, aPriori will refund prepaid unused Service fees. Otherwise, termination will not relieve Customer of the obligation to pay all amounts due under all Ordering Documents.

• Data Export. Upon Customer's written request within thirty (30) days of termination, aPriori will provide a one-time export of Customer Data in a commercially reasonable machine-readable format. Following the thirty (30) day export period, aPriori may delete or de-identify Customer Data in the ordinary course, except for copies retained in routine backups or as required by law, which will remain subject to the confidentiality obligations of this Agreement until deleted. Upon Customer's written request, aPriori will also provide commercially reasonable transition assistance services for up to sixty (60) days following termination to facilitate Customer's migration from the Service, at aPriori's then-current Professional Services rates.

• Surviving Provisions. The following provisions survive termination: Sections 1, 3.2, 4, 5.2–5.8, 6, 7.3, 8, 9, 10, 11.3, and 14. For clarity, the restrictions set forth in Sections 5.3 and 5.7 regarding artificial intelligence training, dataset creation, and competitive use of the Service or Output will survive expiration or termination of this Agreement and continue for a period of five (5) years; provided that any such restrictions applicable to information that constitutes a trade secret under applicable law will continue for so long as such information remains a trade secret.

11. Professional Services

• Provision of Professional Services. aPriori will provide Professional Services as specified in the applicable Ordering Document and/or SOW, in accordance with this Section 11. Professional Services consist of implementation, configuration, optimization, and training activities related to the Service and do not include custom software development or the creation of bespoke deliverables for Customer.

• Professional Services Warranty. aPriori warrants that the Professional Services will conform in all material respects to the specifications in the applicable Ordering Document and/or SOW. This warranty applies only if Customer notifies aPriori in writing of the alleged deficiency within thirty (30) days after aPriori's initial performance of the deficient Professional Services. As Customer's sole and exclusive remedy for breach of this warranty, aPriori will re-perform the deficient Professional Services, at no additional cost, to conform to the specifications or, if aPriori cannot reasonably do so, refund the fees paid for the deficient Professional Services. Customer will give aPriori a reasonable opportunity, and reasonable assistance, to cure.
• Professional Services Deliverables; Ownership. (a) Definitions. "Configuration Work" means any configurations, parameter settings, cost models, templates, data libraries, integrations, scripts, or other customizations that aPriori creates, establishes, or modifies within or for the Service in the course of performing Professional Services. "Professional Services Material" means any deliverables, reports, analyses, documentation, programs, code, interfaces, methodologies, modifications, or other materials (other than Configuration Work) that aPriori or its subcontractors develop or deliver to Customer in the course of performing Professional Services. "Work Product" means, collectively, Configuration Work and Professional Services Material. (b) As between the Parties, aPriori exclusively owns all right, title, and interest (including all Intellectual Property Rights) in and to the Work Product, excluding any Customer Data or Customer Confidential Information contained therein. Configuration Work forms part of the Service, and Customer's use of it is governed by Section 5.1. Subject to this Agreement and during the applicable Subscription Term, aPriori grants Customer a limited, non-exclusive, non-transferable (except in connection with an assignment under Section 14.6) license to use the Professional Services Material solely for Customer's internal operations in connection with its authorized use of the Service. aPriori may freely use the general methodologies, techniques, and know-how developed or used in performing the Service and Professional Services.
• Staff Assignment. aPriori has sole discretion in staffing the Professional Services and may use subcontractors, provided that aPriori will: (i) remain responsible for the performance and acts of its subcontractors; (ii) ensure each subcontractor has the expertise to perform the relevant Professional Services; (iii) ensure each subcontractor is bound by confidentiality obligations no less protective than those in this Agreement; and (iv) for Professional Services performed onsite at Customer's facilities, ensure each subcontractor abides by Customer's standard and reasonable onsite policies and rules provided by Customer in advance.

12. Service Availability

aPriori will make the Service available at least ninety-nine percent (99%) of the time each calendar quarter (the "Availability Target"), excluding "Excluded Downtime" (i.e., scheduled or emergency maintenance, Force Majeure Events, and other causes beyond aPriori's reasonable control). This commitment applies only to production environments, and not to sandbox, evaluation, or proof-of-concept environments. If availability falls below the Availability Target in a quarter, Customer's sole and exclusive remedy is a service credit equal to the Service fees for the affected quarter multiplied by the percentage of that quarter (excluding Excluded Downtime) during which the Service was unavailable, up to a maximum of twenty percent (20%) of those fees. Customer must request the credit through aPriori's support center within thirty (30) days after the end of the affected quarter. Service availability will be measured using aPriori's internal monitoring systems, which constitute the authoritative basis for availability calculations under this Section. aPriori will make quarterly availability reports accessible to Customer through the Service support portal.

13. Support Services

During the Subscription Term, aPriori will use commercially reasonable efforts to acknowledge, investigate, and resolve issues Customer reports with the Service ("Incidents"), where a resolution may take the form of a correction, configuration guidance, a workaround, or another solution that enables the Service to function

substantially in accordance with the applicable User Guides ("Support Services"). aPriori may prioritize Incidents by severity and operational impact and will respond during its standard support hours, as communicated from time to time. Any response or resolution timeframes are targets only and are not guaranteed service levels. aPriori is not obligated to support issues arising from Customer's misuse of the Service, unauthorized modifications, Customer or third-party systems not controlled by aPriori, or changes not provided by aPriori. Customer will reasonably cooperate with aPriori, including by designating technical contacts and providing the information and access reasonably needed to diagnose Incidents. Support Services do not include new features, product enhancements, or Professional Services unless agreed in a separate writing or Ordering Document, and do not create any warranty, service-level, or other obligation beyond those expressly stated in this Agreement. Any claim arising from Support Services is subject to the limitations and exclusions of liability in this Agreement.

14. General Provisions

• Export Control. Neither Party will export, re-export, transfer, or make available, whether directly or indirectly, any regulated item or information to any non-U.S. person(s) in connection with this Agreement without first complying with all relevant export control laws and regulations that may be imposed by the 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. Customer represents that neither Customer nor any Subscriber is located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. sanctions, or identified on any U.S. government denied-, restricted-, or sanctioned-party list, and Customer will not provide access to the Service to any such person.
• Relationship of the Parties. The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties.
• All notices under this Agreement must be in writing and will be deemed given: (a) when delivered personally; (b) one (1) business day after being sent by a nationally recognized overnight courier; or (c) when sent by email to the notice email address specified in the applicable Ordering Document (or such other email address as either Party may designate by written notice). If sent outside the recipient's normal business hours, email notices will be deemed received on the next business day. Notices to aPriori will be sent to the attention of its Legal Department at legal@apriori.com. Notices to Customer will be sent to the business contact identified in the applicable Ordering Document. Either Party may update its notice contact information by providing written notice to the other Party. Routine operational communications relating to the Service may be provided through the Service interface or to Customer's designated account contacts.
• Waiver and Cumulative Remedies. No failure or delay by either Party in exercising any right under this Agreement will constitute a waiver of that Other than as expressly stated in this Agreement, the remedies provided in this Agreement are in addition to, and not exclusive of, any other remedies of a Party at law or in equity.
• If any provision of this Agreement 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 this Agreement will remain in full force and effect.
• Neither Party may assign any of its rights or obligations under this Agreement, 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 this Agreement in its 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 of the assigning Party's assets. Any attempt by a Party to assign its rights or obligations under this Agreement in breach of this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the Parties, their respective successors and permitted assigns.

• Governing Law. This Agreement 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 this Agreement or any transactions under this The prevailing Party in any action under this Agreement 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 this Agreement.
• Force Neither Party shall be liable for any failure or delay in its performance under this Agreement (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. Notwithstanding the foregoing, if a Force Majeure Event continues for more than ninety (90) consecutive days and materially impairs aPriori's ability to provide the Service or Customer's ability to use the Service, either Party may terminate the affected Ordering Document upon thirty (30) days' written notice to the other Party, and aPriori will refund any prepaid fees attributable to the undelivered portion of the Service.
• Customer grants aPriori the limited right to use Customer's name and logo on aPriori's website and in customer/reference lists to identify Customer as an aPriori customer, subject to Customer's reasonable brand guidelines that Customer may elect to provide to aPriori in writing. Press releases or other similar public communications by either Party relating to this Agreement, except communications required for compliance or regulatory purposes, must be approved in advance by the other Party. Customer may withdraw its name and logo permission at any time with ten (10) business days' written notice, after which aPriori will cease further use (without obligation to revise or recall previously printed or distributed materials).
• Federal Government End Use Provisions. aPriori provides the Services, including related software and technology, for ultimate federal government end use in accordance with the following: The Services consist 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 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 Services shall be as provided in this Agreement, 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.
• Entire Agreement. This Agreement, including all exhibits and addenda attached hereto or included by hyperlink, all Ordering Documents, SOWs 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 this Agreement, express or implied, except for the representations and warranties expressly set forth in this No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by both Parties. In the event of any conflict or inconsistency among the documents comprising this Agreement, the following order of precedence applies (highest to lowest): (i) any written amendment signed by authorized representatives of both Parties that expressly identifies, by specific section reference, the provision being superseded; (ii) Sections 5 (Access and Use; Ownership), 7.3 (Disclaimers), 8 (Indemnification), and 9 (Limitation of Liability) of this Agreement; (iii) the remaining provisions of the main body of this Agreement; (iv) any Ordering Document or Statement of Work; and (v) any exhibit, addendum, or document incorporated by hyperlink (including the DPA). No terms or conditions set forth on any purchase order, preprinted form, or document shall add to or vary this Agreement, and all such terms and conditions shall be null and void.

• During the Subscription Term and for one (1) year thereafter, aPriori will maintain, at its own expense, the following insurance coverages with financially sound and reputable insurers: (i) commercial general liability insurance with limits of not less than $2,000,000 per occurrence and $4,000,000 in the aggregate; (ii) errors and omissions (professional liability) insurance covering aPriori's products and services with limits of not less than $5,000,000 per occurrence; and (iii) cyber liability and data breach insurance with limits of not less than $5,000,000 per occurrence, covering unauthorized access to or disclosure of data, data breach response costs, and privacy liability. Upon Customer's written request, aPriori will furnish a certificate of insurance evidencing such coverage.

[END OF AGREEMENT]