Terms of Service

THIS AGREEMENT GOVERNS YOUR (“CUSTOMER”) ORGANIZATION’S ACQUISITION AND USE OF ALYSIO INC (HEREAFTER“ALYSIO”) SOFTWARE SERVICES LOCATED AT WWW.ALYSIO.AI AND WWW.PORTAL.ALYSIO.AI INCLUDING ANY AND ALL OF EITHER’S SUBDOMAINS.

IF YOU REGISTER FOR A FREE TRIAL FOR OUR SERVICES, THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL. BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO YOU AND/OR SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

Customer may not access the Services if Customer is direct competitor of Alysio, except with Alysio’s prior written consent. In addition, Customer may not access the Services for purposes of monitoring their availability, performance or functionality.

Customer’s use of the Services constitutes Customer’s agreement to these terms. It is effective between Customer and Alysio as of the date Customer signs an Order Form or first use the Services, whichever is earlier.

1. SCOPE OF AGREEMENT

This Agreement sets forth the terms under which Alysio will provide the Service to Customer. The Agreement incorporates the following components: (i) Appendix 1 – Definitions, (ii) Appendix 2 - Alysio Data ProtectionAgreement (“DPA”); (iv) the applicable transaction document such as an Order Form or Statement of Work (“SOW”).

2. SUBSCRIPTIONS TO THE SERVICE

2.1 Subscriptions

Customer may add additional Subscriptions during a Subscription Term at the same price as found in theapplicable Order Form. Added Subscriptions will be co-terminated with existing subscriptions and fees for added Subscriptionspro-rated.

2.2 Usage Limits

Subscriptions for the Service are limited to the quantities specified in the applicable Order Form. EachSubscription refers to an individual User. The Service may not be accessed by more Users than reflected by the number ofSubscriptions in a Order Form. A Subscription may be reassigned to a different User by Customer. If Customer exceeds itsSubscriptions to the Service, Customer will, upon Alysio’s request, promptly execute an Order Form for sufficient additionalSubscriptions to comply with the Agreement. Customer will pay Alysio’s invoice for the excess usage according to the Agreement.

2.3 Beta Services

Alysio may invite Customer to try Services that are not generally available to customers (“Beta Services”) at nocharge. Customer is under no obligation to use Beta Services. Beta Services will be clearly designated. Beta Services are: a) forevaluation purposes only and not for production use, and b) are not considered a “Service” under the Agreement. Alysio maydiscontinue Beta Services at any time. Beta Services are provided “as-is” without warranty, and notwithstanding Section 11 Alysio willhave no liability for any claim arising from Customer’s, its Affiliates’, or Users’ use of Beta Services.

2.4 Connected Applications

The Service contains features designed to interoperate with Connected Applications. To use such features, Customer or its Users may be required to obtain access to such Connected Applications from their providers, and grant Alysio access to Customer’s or its Users’ account(s) on such Connected Applications. If Customer uses a Connected Application with theService, Customer grants Alysio permission to allow the Connected Application and its provider to access Customer Data solely as required for the interoperation of that Connected Application with the Service. Disclaimer: Alysio provides interoperability withConnected Applications on an as-is basis, and Alysio makes no warranty or guarantee as to the interoperability or availability of anyConnected Applications and Customer’s use of any such Connected Applications is wholly at Customer’s own risk. Alysio may terminate interoperability with Connected Applications at any time in Alysio’s sole discretion, after providing Customer commercially reasonable notice (except in the case where the Connected Application poses a security risk to the Service). Any acquisition byCustomer of Connected Applications, and any exchange of Customer Data between Customer and any Connected Application provider, product, or service, is solely between Customer and the applicable Connected Application provider. Alysio is not responsible for any disclosure, modification or deletion of Customer Data resulting from access by any Connected Application or its provider.

3. ALYSIO RESPONSIBILITIES

3.1 Access to the Service

During the Term Alysio will: (a) make the Service available to Customer according to the Agreement and applicable Order Form(s), (b) maintain appropriate safeguards to protect the security, confidentiality and integrity of Customer Data as detailed in Schedule 3 of the DPA, (c) remain responsible for the performance of Alysio’s personnel (including Alysio’s subcontractors) and their compliance with Alysio’s obligations under this Agreement.

4. CUSTOMER LIMITATIONS/RESPONSIBILITIES

4.1 Limitations

Customer will not: (a) except in the case of Customers who purchase the Channel Accelerator module, resell, sublicense, rent, loan, lease, time share or otherwise make the Service available to any party not authorized to use the Service under the Agreement or an applicable Order Form; (b) modify, adapt, alter, translate, copy, or create derivative works based on the Service; (c) reverse-engineer, decompile, disassemble, or attempt to derive the source code for the Service (unless such right is granted by applicable law and then only to the minimum extent required by law); (d) access the Services in order to: (i) build a competitive product or service; or (ii) copy any ideas, features, functions or graphics of the Service; (e) merge or use the Service with any software or hardware for which they were not intended (as described in the Documentation); (f) allow Users to share access credentials; (g) use the Service for unlawful purposes or to store unlawful material; (h) use the Service to send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, or agents; (i) disrupt the integrity or performance of the Service; (j) remove, alter, or obscure in any way the proprietary rights notices (including copyright, patent, and trademark notices and symbols) of Alysio or its suppliers contained on or within any copies of the Service, (k) bypass any security measure or access control measure of the Service, (l) use the Service other than as described in the Documentation, (m) perform or disclose any benchmarking or testing of the Service itself or of the security environment or associated infrastructure without Alysio’s prior written consent, or (n) use Alysio Subscriptions which are sold for use between Customer and a single, identifiable, recipient, in a use case where Customer directly (or through Customer’s agents), distributes or makes available Customer Data to the public at large, on a ‘one-to-many' basis, or to unknown recipients or viewers. Alysio may, without limiting its other rights and remedies, suspend Customer’s and/or applicable Users’ access to the Service at any time if: (i) required by applicable law, (ii) Customer or any User is in violation of the terms of this Agreement, or (iii) Customer’s, or a User’s use disrupts the integrity or operation of the Service or interferes with use of the Service by others. Alysio will use reasonable efforts to notify Customer prior to any suspension, unless prohibited by applicable law or court order, and Alysio will promptly restore Customer’s access to the Service upon resolution of any violation under this section. If Alysio is notified that any Customer Data violates applicable law or third-party rights, Alysio may so notify Customer and in such event Customer will promptly remove such Customer Data from the Service. If Customer does not take required action, Alysio may disable the applicable Customer Data until the potential violation is resolved.

4.2 Customer Responsibilities

Customer will: (a) at all times remain responsible for Users’ compliance with the Agreement and will promptly notify Alysio of any unauthorized access to the Service arising from a compromise or misuse of Customer’s or its User’s access credentials, (b) use the Services only in accordance with the Documentation, applicable laws, and government regulations, (c) comply with terms of service of any Connected Applications Customer uses in conjunction with the Service, and (d) remain responsible for any action in violation of the Agreement by Customer’s Affiliates or Users.

5. DATA RESPONSIBILITIES

5.1 Compliance With Applicable Laws

Customer is exclusively responsible for: a) determining what data Customer submits to the Service, b) for obtaining all necessary consent and permissions for submission of Customer Data and related data processing instructions to Alysio, c) for the accuracy, quality and legality of Customer Data, and d) Customer’s compliance in all respects with applicable data privacy and protection regulations. Customer shall ensure that it is entitled to transfer the relevant Customer Data to Alysio so that Alysio and its service providers may lawfully use, process, and transfer the Customer Data in accordance with this Agreement on Customer’s behalf. No rights to the Customer Data are granted to Alysio hereunder other than as expressly set forth in this Agreement.

5.2 Excluded Data

Customer shall not provide Alysio with any Customer Data that is subject to heightened security requirements by law, regulation or contract (examples include but are not limited to the Gramm–Leach–Bliley Act (GLBA), Health Insurance and Portability and Accountability Act (HIPAA), Family Educational Rights and Privacy Act (FERPA), the Child’s Online Privacy Protection Act (COPPA), the standards promulgated by the PCI Security Standards Council (PCI-DSS), and their international equivalents (such Customer Data collectively, “Excluded Data”). Alysio shall have no responsibility or liability for Excluded Data.

6. INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP

6.1 Reservations of Rights

Access to the Service is sold on a subscription basis. Except for the limited rights expressly granted to Customer hereunder, Alysio reserves all rights, title, and interest in and to the Service, the underlying software, the Alysio Materials and any and all improvements (including any arising from Customer’s feedback), modifications and updates thereto, including without limitation all related intellectual property rights inherent therein. Where Customer purchases Professional Services hereunder, Alysio grants to Customer a non-sublicensable, non-exclusive license to use any materials provided by Alysio as a result of the Professional Services (the “Alysio Materials”) solely in conjunction with Customer’s authorized use of the Service and in accordance with this Agreement. No rights are granted to Customer hereunder other than as expressly set forth in this Agreement. Except for any obligations with respect to the Confidentiality of Customer Information in Section 8, nothing in this Agreement will impair Alysio’s right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with, any products, software or technologies that Customer may develop, produce, market, or distribute. Any reports, documents, analyses, or other output from the Service (“Output”) are the exclusive intellectual property of Alysio and Alysio grants Customer an worldwide, limited, non-sublicensable and non-terminable (except as provided herein) right and license to use, copy, distribute, and display Output under the terms of the Agreement.

6.2 Ownership and Processing of Customer Data

Customer and/or its licensors shall retain all right, title and interest in all Customer Data stored in the Service, including any revisions, updates or other changes made to that Customer Data. Customer grants Alysio a nonexclusive, worldwide, royalty-free right to reproduce, display, adapt, modify, transmit, distribute and otherwise use the Customer Data: (a) solely for the purpose of providing the Service and Professional Services under this Agreement; (b) to prevent or address technical or security issues and resolve support requests; (c) at Customer's direction or request, enable integrations between Customer’s Connected Applications and the Service; and (d) as otherwise required by applicable law.

6.3 Use of Aggregate Information

Alysio may collect, anonymize, and aggregate data derived from the operation of the Service (“Aggregated Data”), and Alysio may use such Aggregated Data for purposes of operating Alysio’s business, monitoring performance of the Service, and/or improving the Service. Alysio’s use of Aggregated Data as described in this section shall not result in any unauthorized disclosure of Customer Data, Customer Confidential Information, or personally identifiable information of Authorized Users. Aggregated Data will not be capable of re-identification. Aggregated Data belongs to Alysio.

6.4 Ownership of Deliverables

Alysio owns all rights, title, and interest in and to the intellectual property rights of deliverables or work product resulting from any of the Professional Services (“Deliverables”), and grants to Customer a non-exclusive, worldwide right and license to use such Deliverables in connection with Customer’s permitted use of the Service.

6.5 Feedback

Customer grants to Alysio a non-exclusive, royalty-free, fully paid up, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Service any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by Customer or its Users relating to the features, functionality or operation of the Service or the Professional Services (“Feedback”). Feedback does not include Customer Data. Notwithstanding any other term herein, Feedback shall not create any confidentiality obligation for Alysio.

6.6 Use of Customer Data for AI Model Training

6.6.1. Grant of License

Customer hereby grants to Alysio a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, and create derivative works of Customer Data solely for the purpose of training, testing, improving, and operating Alysio's artificial intelligence and machine learning models and algorithms ("AI Models").

6.6.2. Scope of Use

Alysio may use Customer Data to train AI Models that may be used to provide services to Customer and other Alysio customers. Alysio shall not use Customer Data in any manner that would allow the reconstruction or identification of individual Customer Data records.

6.6.3. Ownership

As between the parties, Customer retains all right, title and interest in and to the Customer Data. Alysio shall own all right, title and interest in and to (i) the AI Models; and (ii) any improvements or enhancements to Alysio's products or services that result from use of the Customer Data.

6.6.4. Survival of License

The license granted in this section survive the termination of this Agreement and Alysio may retain and continue to use any AI Models trained using Customer Data prior to termination.

7. PAYMENT; TAXES

7.1 Fees/Payment

Customer will pay Alysio’s invoice for all items identified on an Order Form regardless of Customer’s actual use of any product. Customer will pay in the currency listed in the Order Form. All fees are due in advance and must be paid no later than thirty (30) days from the date of the invoice. Fees are non-cancelable and non-refundable (except as provided herein). Customer may not decrease the number of Subscriptions during a Subscription Term. Alysio reserves the right to suspend the Service in the event Customer is more than thirty (30) days past due on any undisputed invoice and fails to cure the payment deficiency within ten (10) days of receiving written notice from Alysio. Any late payments will accrue late charges at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower.

7.2 Taxes

All fees are exclusive of taxes, levies, or duties, (“Taxes”), and unless Customer can provide a valid state sales/use/excise tax exemption certificate (or other reasonable evidence of exemption) to Alysio, Customer will be responsible for payment of all such Taxes excluding taxes based solely on Alysio’s income. Alysio may invoice Taxes in accordance with applicable law together on one invoice or a separate invoice. Alysio reserves the right to determine the Taxes for a transaction based on Customer’s “bill to” or “ship to” address, or other location information for Customer’s use of the Service. Customer will be responsible for any Taxes, penalties or interest arising from inaccurate or incomplete information provided by Customer. If Customer is required by any governmental authority to deduct any portion of the amount invoiced by Alysio, Customer shall increase payment by an amount necessary for the total payment to Alysio to be equal to the amount originally invoiced.

8. CONFIDENTIAL INFORMATION

8.1 Confidentiality

“Confidential Information” means information and/or materials provided by one party (“Discloser”) to the other party (“Recipient”), which are identified as confidential at the time of disclosure or, under the circumstances of disclosure, a reasonable person would understand to be confidential. The following information shall be considered Confidential Information whether or not marked or identified as such: this Agreement, a party’s pricing, product roadmap, product plans, or strategic marketing plans, algorithms, business plans, customer lists, designs documents, drawings, engineering information, financial analysis, forecasts, formulas, hardware configuration information, know-how, ideas, inventions, market information, processes, products, research, specifications, software, source code, trade secrets or any other non-public information relating to the Service including the Documentation. Recipient may disclose Discloser’s Confidential Information only to Recipient’s Affiliates, employees, officers, directors, advisors or contractors (together, “Representatives”) who need to know such Confidential Information and who are under a duty of confidentiality no less restrictive than Recipient’s duty hereunder. Recipient shall be responsible for any breach of Confidential Information by its Representatives.

8.2 Exclusions

“Confidential Information” does not include information that: (a) is independently developed by or for the Recipient without access or reference to, or use of, Confidential Information; (b) is lawfully received free of restriction from another source having the right to furnish such information; (c) is or becomes lawfully in the public domain other than through a breach of this Agreement; (d) was known by the Recipient prior to disclosure; (e) Discloser agrees in writing is free of such restrictions; or (f) is generally disclosed by the Discloser to third parties without a duty of confidentiality.

8.3 Duties Regarding Confidential Information

At all times during and after the term of this Agreement, Recipient shall (a) keep Discloser’s Confidential Information confidential and not disclose Discloser’s Confidential Information to a third party without the Discloser’s written consent or as expressly permitted in this Agreement, and (b) not use the Confidential Information for purposes other than the performance of this Agreement. Where disclosure is required by law, such disclosure shall not constitute a breach of this Agreement provided Recipient gives Discloser reasonable advance notice (if legally permissible) to enable Discloser to seek appropriate protection of the Confidential Information and discloses only that portion of the Confidential Information that the Recipient is legally compelled or is otherwise legally required to disclose. Any prior non-disclosure agreement executed among the parties is terminated in favor of these confidentiality terms.

8.4 Unauthorized Disclosures

The parties agree that Recipient’s threatened or actual unauthorized disclosures of Confidential Information may result in irreparable injury for which a remedy in money damages may be inadequate. The parties therefore agree the Discloser may be entitled to seek an injunction to prevent a breach or threatened breach of this Section without posting a bond. Any such injunction shall be additional to other remedies available to Discloser at law or in equity.

9. WARRANTIES AND DISCLAIMER

9.1 General Representations and Warranties

Each party represents and warrants that it has the power and authority to enter into this Agreement and the performance by such party of its obligations and duties hereunder will not violate any agreement to which such party is bound.

9.2 Alysio Warranties

Alysio represents and warrants that: (a) if it provides Professional Services it will use reasonable skill and care, (b) the Service will perform materially in accordance with the Documentation under normal use and circumstances, and (c) it has taken commercially reasonable measures to ensure the Service is free from, and will not transmit, any malicious or hidden mechanisms or code designed to damage or corrupt Customer’s Data or network systems.

9.3 Customer Warranties

Customer represents and warrants that: (a) it has the right to upload and or distribute Customer Data through the Service, (b) it shall obtain from its Users all consents required under law regarding the use of the Customer Data and Feedback as described in this Agreement.

9.4 Warranty Claims

Except for the Customer’s right to terminate in accordance with Section 12.3, Alysio’s sole responsibility and Customer’s exclusive remedy in the event of any material failure to the warranties expressly stated in Section 9, shall be that Alysio shall make commercially reasonable efforts to remedy any resulting deficiencies.

9.5 Disclaimer of Warranty

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 9, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE SERVICE, PROFESSIONAL SERVICES AND DOCUMENTATION ARE PROVIDED “AS IS” WITHOUT OTHER WARRANTY OF ANY KIND, AND ALYSIO MAKES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICE AND PROFESSIONAL SERVICES. ALYSIO SPECIFICALLY AND EXPLICITLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, THOSE ARISING FROM A COURSE OF DEALING OR USAGE OR TRADE, AND ALL SUCH WARRANTIES ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. FURTHER, ALYSIO DOES NOT WARRANT THE SERVICE WILL BE ERROR-FREE OR THAT THE USE OF THE SERVICE WILL BE UNINTERRUPTED. THE SERVICE AND MATERIALS ARE NOT DESIGNED, INTENDED OR WARRANTED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS.

10. INDEMNIFICATION

10.1 Indemnification by Alysio

If a third party initiates or threatens a legal action alleging that Customer’s use of the Service directly infringes the third party’s patent, copyright, or trademark (such action, a “Claim”), then Alysio will (a) promptly assume the defense of the Claim and (b) pay costs, damages and/or reasonable attorneys’ fees that are included in a final judgment against Customer (without right of appeal) or in a settlement approved by Alysio that are attributable to Customer’s use of the Service; provided that Customer: (i) is current in the payment of all applicable fees, or becomes current, prior to requesting indemnification, (ii) notifies Alysio in writing of the Claim promptly after receipt of the Claim (but in no case later than fifteen (15) days), (iii) allows Alysio the sole control of the defense of the Claim with counsel of Alysio’s choice, and to settle such Claim at Alysio’s sole discretion (wherein Customer will have the right to approve the portion of any settlement which requires payment by Customer or requires Customer to admit liability), and (iv) reasonably cooperates with Alysio in defending the Claim.

10.2 Other Resolution

If the Service becomes the subject of any actual or anticipated third party infringement claim, Alysio may, at its sole option and expense, either: (i) procure for Customer the right to continue using the affected Service consistent with this Agreement, (ii) replace or modify the affected Service with a functionally equivalent service that does not infringe, or, (iii) if neither (i) nor (ii) is available on a commercially-feasible basis, terminate the Agreement and applicable Order Form and refund any prepaid fees for all unused portions of the then-current Subscription Term calculated as of the date of termination.

10.3 Exclusions

Alysio will have no liability for any Claim based upon: (a) any third-party components or services (including Connected Applications), (b) any unauthorized use of the Service in violation of this Agreement or applicable Order Form, (c) Alysio’s compliance with designs, specifications or instructions provided by Customer where those designs, specifications or instructions cause the infringement, or (d) use by Customer after notice by Alysio to discontinue using all or part of the Service. This section constitutes the entire liability of Alysio, and Customer’s sole and exclusive remedy, with respect to any third-party claims of infringement or misappropriation of intellectual property rights.

10.4 Indemnification By Customer

If a third party initiates or threatens legal action against Alysio for processing Customer Data uploaded into the Service by Customer or Users, or for a claim relating to Customer’s, or a User’s breach of its obligations under Section 4, 5, and/or 9.3(a), where such claim arises solely from Alysio operating the Service, then Customer will: (a) promptly assume the defense of the claim and (b) pay costs, damages and/or reasonable attorneys’ fees that are included in a final judgment against Alysio (without right of appeal) or in a settlement approved by Customer that are attributable to Alysio processing of such Customer Data to provide the Service; provided that Alysio (i) notifies Customer in writing of the claim promptly after receiving it, (ii) allows Customer to control the defense of the claim with counsel of its choice, and to settle such claim at Customer’s sole discretion (unless the settlement requires payment by Alysio or requires Alysio to admit liability, in which case Alysio will have the right to approve such payment or admission), and (iii) reasonably cooperates with Customer in defending the claim at Customer’s expense.

11. LIMITATION OF LIABILITY AND DISCLAIMER OF DAMAGES.

11.1 DISCLAIMER OF INDIRECT DAMAGES

IN NO EVENT SHALL EITHER PARTY, OR ITS AFFILIATES OR ITS LICENSORS BE LIABLE UNDER ANY LEGAL THEORY FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOSS OF USE, BUSINESS INTERRUPTIONS, REVENUE, GOODWILL, PRODUCTION, ANTICIPATED SAVINGS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN CONNECTION WITH OR ARISING OUT OF THE PERFORMANCE OF OR FAILURE TO PERFORM THIS AGREEMENT (INCLUDING ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN OR DESTRUCTIVE PROPERTIES OF THE SOLUTION), WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 LIMITATION OF LIABILITY

EXCEPT FOR CUSTOMER’S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY’S (OR ITS AFFILIATES’) AGGREGATE AND CUMULATIVE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, STATUTE OR OTHERWISE WILL EXCEED THE AMOUNTS PAID OR OWED TO ALYSIO BY CUSTOMER IN THE AGGREGATE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR DEATH, PERSONAL INJURY, OR PROPERTY DAMAGE CAUSED BY NEGLIGENCE, OR FOR FRAUD. NOTHING IN THIS SECTION WILL LIMIT THE FEES OWED BY CUSTOMER UNDER THIS AGREEMENT FOR THE SERVICE OR PROFESSIONAL SERVICES, OR CUSTOMER’S INDEMNIFICATION OBLIGATIONS IN SECTION 4 AND 5. THE PARTIES ACKNOWLEDGE THAT THE FEES PAID PURSUANT TO THIS AGREEMENT REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT, AND THAT ALYSIO WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY.

12. TERM AND TERMINATION

12.1 Subscription Term

The Subscription Term begins on the Subscription Start Date and remains in effect for the SubscriptionTerm as specified on the applicable Order Form. At the end of the Subscription Term, the Subscription will automatically renew for additional Subscription Terms equal to the expiring Subscription Term, unless either party notifies the other of its intent not to renew such Subscription at least ninety (90) days before the expiration of the then-current Subscription Term. Non-renewal notice must be provided by email to support@alysio.ai or to the notice address specified in Section 14.

12.2 Effective Date and Term

This Agreement commences on the Effective Date and shall remain in effect until terminated by either Party in accordance with the terms of the Agreement (the “Term”).

12.3 Termination

If either party materially breaches the terms of this Agreement and the breach is not cured (or curable) within thirty (30) days after written notice of the breach, then the other party may terminate this Agreement and/or the applicable Order Form(s) upon written notice to the breaching party. Either party also may terminate this Agreement upon written notice if the other party: (i) terminates or suspends its business, (ii) becomes subject to any insolvency proceeding under federal or state statute, (iii) becomes insolvent or subject to direct control by a trustee, receiver or similar authority, (iv) has wound up or liquidated, voluntarily or otherwise, or (v) by ten (10) days’ prior written notice if no Order Form is in effect between the Parties.

12.4 Effect of Termination

If this Agreement is terminated by Customer for Alysio’s uncured breach in accordance with Section

12.3 (Termination), Alysio will refund Customer any prepaid but unused fees covering the remainder of any terminated Order Forms as of the effective date of termination. If this Agreement is terminated by Alysio for Customer’s uncured breach in accordance with Section

12.3 (Termination), Customer will pay within thirty (30) days any fees which are payable to Alysio prior to, or after the effective date of termination. Upon termination of this Agreement: (a) Alysio’s obligation to provide the Service will terminate, (b) all of Customer’s, its Affiliate’s, and its Users’ rights to use the Service will terminate, and (c) each party will promptly destroy any data or Confidential Information from the other party in its possession.

12.5 Suspension In Lieu of Termination

If any amount owing by Customer is thirty (30) or more days overdue, Alysio may, without limiting its other rights and remedies, and after providing Customer at least 10 days’ prior notice by email, accelerate Customer’s unpaid fee obligations so that all such obligations become immediately due and payable, and suspend Alysio’s services to Customer until such amounts are paid in full.

13. SURVIVAL

The provisions of Sections: 8 (“Confidential Information”),10 (“Indemnification”),11(“Limitation of Liability and Disclaimer of Damages”), and 14 (“Miscellaneous”), and any other terms and conditions of this Agreement which by their nature reasonably should survive the termination or other expiration of this Agreement shall survive any expiration or termination of this Agreement.

14. MISCELLANEOUS

14.1 Assignment

Either party may assign this Agreement without the consent of the other party to an Affiliate, or in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of such party’s assets (a “Sale”). Assignment will not relieve the assigning party of its obligations under the assigned Agreement and such assignment will be binding upon and will inure to the benefit of the parties and their respective successors and permitted assigns. If Customer enters into a Sale with a direct competitor of Alysio or assigns the Agreement to a direct competitor of Alysio, Alysio may, in its sole discretion terminate the Agreement.

14.2 Compliance with Applicable Laws

Each party will comply with all applicable laws, including without limitation, applicable export-control restrictions, data privacy laws, and anti-corruption laws.

14.3 Future Features and Functions

Customer agrees that Alysio may, from time to time, at its sole discretion, modify and update the Service. Customer understands and agrees that any features or functions related to Alysio products referenced on any Alysio website, or in any presentations, verbal or electronic communications, press releases or public statements, which are not currently available as a “Generally Available” release, may not be delivered on time or at all. The development, release, and timing of any features or functionality described for our products and services remains at Alysio’s sole discretion. Accordingly, Customer agrees that it is purchasing products and services based solely upon features and functions that are currently available as of the time an Order Form is executed, and not in expectation of any future feature or function. Furthermore, Customer agrees Alysio may release functionality or features in the future not to be made available to the Alysio customer base generally, and that access to such new features may, in Alysio’s sole discretion, require payment of additional Fees.

14.4 Notices

Notices may be sent by first-class, registered mail (return receipt requested) or private courier to the address of the receiving party identified on the first page of this Agreement. Notice will be deemed given five (5) days after mailing U.S. first class, registered mail, or upon confirmed delivery by private courier, whichever is sooner. Customer will address notices to Alysio’s Legal Department, with a copy to legal@alysio.ai. Either party may from time to time change its address for notices under this section upon written notice to the other party.

14.5 Non-waiver

Any failure of either party to enforce performance by the other party of any of the provisions of this Agreement, or to exercise any rights or remedies under this Agreement, will not be construed as a waiver of such party's right to assert or rely upon such provision, right or remedy in that or any other instance. Neither party waives any rights or limits its remedies for actions taken outside the scope of this Agreement.

14.6 Dispute Resolution

This Agreement will be governed by the laws of the State of Utah, U.S.A., without giving effect to any conflicts of laws provisions. Neither the United Nations Convention on Contracts for the International Sale of Goods nor the Uniform Computer Information Transactions Act will apply to this Agreement. Any claim, suit, action or proceeding arising out of or relating to this Agreement or its subject matter will be brought exclusively in the state or federal courts of Salt Lake County, Utah, and each party irrevocably submits to the exclusive jurisdiction and venue of such courts. No claim or action, regardless of form, arising out of this Agreement may be brought by either party more than one (1) year after the earlier of the following: a) the expiration or termination of all Subscriptions, b) the termination of this Agreement, or c) the time a party first became aware, or reasonably should have been aware, of the basis for the claim. To the fullest extent permitted, each party waives the right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

14.7 Severability

If any provision of this Agreement is held invalid or unenforceable under applicable law by a court of competent jurisdiction, it shall be replaced with the valid provision that most closely reflects the intent of the parties, and the remaining provisions of the Agreement will remain in full force and effect.

14.8 Relationship of the Parties

Nothing in this Agreement is to be construed as creating an agency, partnership, or joint venture relationship between the parties hereto. Neither party shall have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other party, whether express or implied, or to bind the other party in any respect. Each party may identify the other as a customer or supplier, as applicable.

14.9 Force Majeure

‍Force Majeure Events shall excuse the affected party (the "Non-Performing Party") from its obligations under this Agreement so long as the event and its effects continue. Force majeure events include acts which are beyond the reasonable control of a party, including without limitation, Acts of God, natural disasters, pandemic, epidemic, war, riot, network attacks, acts of terrorism, fire, explosion, accident, sabotage, strikes, inability to obtain power, fuel, material or labor, or acts of any government (each, a “Force Majeure Event”). As soon as feasible, the Non-Performing Party shall notify the other party of: (a) its best reasonable assessment of the nature and duration of the Force Majeure Event, and (b) the steps it is taking to mitigate its effects. If the Force Majeure Event prevents performance for more than sixty (60) days, and the parties have not agreed upon a revised basis for performance, then either party may immediately terminate the Agreement upon written notice. Alysio’s suspension of the Services in order to comply with laws is a Force Majeure Event. A Force Majeure Event suffered by Customer will not suspend Customer’s requirement to pay Fees.

14.10 U.S. Government Restricted Rights

If the Service is used by the U.S. Government, parties agree the Service is “commercial computer software” and “commercial computer documentation” developed exclusively at private expense, and (a) if acquired by or on behalf of a civilian agency, shall be subject solely to the terms of this Agreement as specified in 48 C.F.R. 12.212 of the Federal Acquisition Regulations and its successors; and (b) if acquired by or on behalf of units of the Department of Defense (“DOD”) shall be subject to the terms of this commercial computer software license as specified in 48 C.F.R. 227.7202-2, DOD FAR Supplement and its successors.

14.11 Publicity

During the term of this Agreement, Customer agrees to support Alysio’s marketing efforts in the following areas: (i) Customer’s name and logo may be used on Alysio’s website and in Alysio’s marketing materials (subject to Alysio’s compliance with any written trademark use guidelines provided by Customer to Alysio in advance), (ii) press release announcing Customer’s selection of Alysio and/or the Service, and (iii) announcement of Customer’s use of Alysio (in a method of Customer’s choosing; blog, press release, email, other channels). If Customer plans to submit or publish any research relative to Customer’s outcome of using Alysio Products and/or Service, Customer agrees to inform Alysio prior to such submission or publication.

14.12 Entire Agreement; Execution

This Agreement, together with the Appendices and applicable Order Form(s) constitute the entire agreement between parties, and supersedes all prior or contemporaneous proposals, quotes, negotiations, discussions, or agreements, whether written or oral, between the parties regarding its subject matter. Revisions to this Agreement must be made by a separate amendment, signed by each party, and must be expressly drafted for that purpose and identify the specific sections that are being revised. However, if Customer agreed to these terms by reference in another binding instrument (e.g., on an Order Form which refers to these terms by URL), Alysio may change these terms by posting an updated version at the applicable URL and notifying Customer of the change. By continuing to access or use the Service after such notice Customer agrees to be bound by the updated terms. Customer’s click-through terms, preprinted terms in Customer purchase orders or other customer-generated ordering documents, or terms referenced or linked within them, will have no effect on this Agreement and are hereby rejected, regardless of whether they are signed by Alysio and/or purport to take precedence over this Agreement. The order of precedence among all documents executed among the parties shall be: (1) the applicable Order Form, (2) this Agreement, (3) fully executed SOWs, (4) the Documentation. This Agreement may be executed in counterparts, which taken together shall form one binding legal instrument. The parties may use of electronic signatures in connection with the execution of this Agreement, and further agree that electronic signatures shall be legally binding with the same effect as manual signatures.

Appendix

Appendix Link