BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING ANY SAPPER SERVICES, YOU ARE ACCEPTING ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN AGREEMENT SIGNED BY YOU. 

THE PARTIES AGREE AS FOLLOWS: 

Applicability These Master Terms represent one component of the Agreement for Licensor’s products, services and apply to the commercial arrangements between Licensor and Customer listed below. Additional terms referenced   below shall apply

a)Products: 

1.  Perpetual or Term license of the Software 
2.  Cloud Service 

b)Services: 

1. Maintenance  
2. Consulting Services
3. Education & Training 

License and Delivery  

a) Subject to Customer’s compliance with the terms of this Agreement, including payment of fees, for any Software delivered to Customer, Licensor grants Customer a limited, non-transferable, non-sublicensable, non-exclusive license to install, run, and use the Number of Units of Software stated in an Order Form in accordance with the Documentation for the Term solely for Customer’s    internal   business   purposes.     Maintenance, if purchased or provided, is  delivered   pursuant to the Order form.

b) Software does not include multiple Platforms if the Software product is licensed on a Platform specific basis as designated in the Software product name or listed in the order form

c) Unless otherwise permitted, Customer will not,   

1. Make more copies of the Software than the specified Number of Units stated in an Order Form (except for a reasonable number of copies for archival purposes) or use   any   unlicensed versions of the   Software.  
2. Use any Software that is not listed in an Order Form even if such unlicensed software is made available to Customer as part of Licensor’s general delivery mechanisms.  
3. Provide access to the Software to anyone other than Authorized Users.  
4. Sublicense, distribute or pledge the   Software or any of the   rights herein.  
5. Lease, rent or commercially share (including time-share) or use the Software for purposes of providing processing services, including, providing third-party hosting, application integration, application service provider-type services, or service bureau.  
6. Use or access any embedded or bundled component of Software on a stand-alone basis where such embedded or bundled component is provided to Customer for the   sole   purpose of enabling the   functionality of such Software;  
7. Use Third Party Software except in conjunction with the Licensor Software and subject to the same use rights that it has to the   Licensor Software.  
8. Use any third-party software, including any open-source software, in conjunction with any Software, unless Customer ensures that such use does not cause the Software to become subject to any third-party license applicable to such third-party software or require the public disclosure or distribution of any Software or the licensing of any Software for Materials or the purpose of making derivative works; and  
9. Modify, translate, reverse engineer, decrypt, decompile, disassemble, create derivative works based on, or otherwise attempt to discover the Software source code or underlying ideas, techniques or algorithms, provided, however, that Customer may engage in such conduct as is necessary to ensure the interoperability of the Software as required by law. Prior to commencing any de-compilation or reverse engineering, Customer will observe strict obligations of confidentiality and provide Licensor with reasonable advance written notice and the opportunity to assist with or conduct such activity on Customer’s behalf and at Customer ‘s expense 

d) Licensor shall deliver the Software electronically and delivery is deemed complete when such Software is made available to Customer. 

Payment Terms  

1. Customer shall pay Licensor any fees or payments on the Effective Date of the Order Form and shall be due and payable within thirty (30) days from the date of the issued invoice, payment may be required prior to providing of access to the Service.  
2. Licensor shall have the right to immediately suspend and/or terminate Customer’s access to the Service without notice, if Customer is delinquent on its payment obligations.  
3. Licensor reserves the right to increase the fees associated with the Service, but no more than five percent (5%) annually. 
4. Fees stated in an Order Form are exclusive of all applicable sales, use, value-added, goods and services, consumption, withholding, excise and any other similar taxes or government charges (“Taxes”). Customer shall (i) pay Licensor such applicable Taxes (excluding Licensor’s income taxes) listed on the relevant invoice or (ii) withhold all applicable taxes according to the local rules, both of which may be in addition to the total fees due and listed in the order form. 

Ownership Licensor own all Software, Materials, and Documentation and all derivatives thereof (collectively “Protected Materials”), which are protected by applicable U.S. and international patent, copyright, trademark and trade secret laws. Customer must duplicate unaltered copies of all proprietary notices incorporated in or affixed to any Protected Materials. Except as stated in the   Agreement, Customer receives no other rights to use any to use any of the Licensor’s marks.

Confidentiality

Each party agrees to protect Confidential Information in the same manner as it protects its own (but using no less than a reasonable degree of protection) and may only disclose Confidential Information to those with a need to know that information and who have agreed in writing to be bound by terms at least as protective as those contained in the Agreement. The information about the Customer’s or Licensor’s business, products, services or activities that is proprietary and confidential, which shall include, without limitation, all business, financial, technical, marketing and other information marked or designated by the Customer or Licensor as “confidential” or “proprietary;” together with all information which, by the nature of the circumstances surrounding the disclosure, ought in good faith be treated as confidential. Confidential Information shall include, without limitation, the Services and the software component(s) of the Service, as well as the specific terms, pricing, and fees set forth in this Agreement and the Order Form. 

1. Duty of Confidentiality. Each party (the “Disclosing Party”) may from time to time during the term of this Agreement disclose to the other party (the “Receiving Party”) certain information regarding the Disclosing Party’s business, including technical, marketing, financial, employee, planning, and other confidential or proprietary information (“Confidential Information”).  The Disclosing Party will mark all Confidential Information in tangible form as “confidential” or “proprietary” or with a similar legend.  The Disclosing Party will identify all Confidential Information disclosed orally as confidential at the time of disclosure.   Regardless of whether so marked or identified, however, any information that the Receiving Party knew or should have known, under the circumstances, was considered confidential or proprietary by the Disclosing Party, will be considered Confidential Information of the Disclosing Party.  The Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose not expressly permitted by this Agreement and will disclose the Confidential Information of the Disclosing Party only to the employees or contractors of the Receiving Party who have a need to know such Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party’s duty hereunder.  The Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care. 
2. Exceptions.  The Receiving Party’s obligations will not apply to any Confidential Information that: (a) was already lawfully known to the Receiving Party at the time of disclosure by the Disclosing Party; (b) was rightfully disclosed to the Receiving Party by a third party; (c) through no fault of the Receiving Party has become generally available to the public; or (d) was independently developed by the Receiving Party without access to, or use of, the Disclosing Party’s Confidential Information.  In addition, the Receiving Party will be allowed to disclose Confidential Information of the Disclosing Party to the extent that such disclosure is required by law or by the order or a court of similar judicial or administrative body, provided that the Receiving Party promptly notifies the Disclosing Party in writing of such required disclosure, and cooperates with the Disclosing Party, at the Disclosing Party’s reasonable request and expense, in any action to contest or limit the scope of such required disclosure. 
3. Return of Confidential Information.  The Receiving Party will either, at its option, return to the Disclosing Party or destroy all Confidential Information of the Disclosing Party in the Receiving Party’s possession or control and permanently erase all electronic copies of such Confidential Information promptly upon the written request of the Disclosing Party or the expiration or termination of this Agreement, whichever comes first. The Receiving Party shall provide a signed written acknowledgement (“Written Acknowledgement”) stating that the Receiving Party has appropriately destroyed and permanently erased all electronic copies of all Confidential Information pursuant to this Section.  

Security and Data Protection To the extent Licensor is exposed to an individual’s Protected Data, Licensor agrees it has and shall continue to maintain a data protection and security plan.

Licensor’s Information Security and Compliance Program found at, https://sapper.ai/security-overview/ 

Additional Customer Obligations 

1. Except in the case of Software Services provided by Licensor or as may be otherwise set forth in an Order Form, Customer is responsible for performing and securing a full system, data back-up on a regular basis (the frequency of which shall be at the Customer’s sole discretion) and retaining an electronic copy of Customer’s data derived from the back-up, which is stored in a secure place at an alternate location. Licensor assumes no responsibility and accepts no liability for the protection, loss, destruction or maintenance of Customer’s data even though Licensor may from time to time recommend daily system back-up and verification procedures.  
2. Customer shall provide Licensor with good faith cooperation and access to such information, facilities, personnel and equipment as may be reasonably required by Licensor in order to perform its obligations under this Agreement, including but not limited to, providing security access, information, and software interfaces to 
3. Customer’s applications. Customer acknowledges and agrees that Licensor’s performance is dependent upon the timely and effective satisfaction of Customer’s responsibilities hereunder and timely decisions and approvals of Customer. Licensor shall be entitled to rely on all decisions and approvals of Customer. 

Indemnity 

1. Customer agrees to defend, indemnify and hold harmless Licensor and its officers, directors, employees, agents and licensors from and against any claims, suits, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) brought by third parties (including any Customer) resulting from or relating to any breach by Customer of its obligations, duties, or responsibilities under this Agreement.  Customer’s obligations are subject to the conditions that Licensor gives Customer prompt written notice of any such claim, allow Customer to control the defense and settlement of the claim (except that Customer may not offer any defense or agree to any settlement that does not unconditionally release Licensor or that imposes any obligation or liability on the Licensor, without Licensor prior written consent), and cooperate with Customer, at Customer’s reasonable request and expense, in defending or settling the claim. 
2. Licensor will defend, indemnify, and hold Customer harmless from any third-party infringement claims to the extent that the claim alleges that the Services infringes on any patent or copyright, or misappropriates any trade secrets as recognized under the Uniform Trade Secret law.  Licensor will pay those costs and damages finally awarded against Customer in any such action that are specifically attributable to such claim, or those costs and damages agreed to in a monetary settlement of such action.  The foregoing obligations are conditioned on Customer notifying Licensor promptly in writing of such action, giving Licensor sole control of the defense thereof and any related settlement negotiations, and cooperating and, at Licensor’s reasonable request and expense, in assisting with such defense.  Notwithstanding the foregoing, Licensor will have no obligation under this Section 11.2 or otherwise with respect to any infringement claim based upon: (i) any unauthorized use, reproduction, or distribution of the Licensed Software by Customer or any of its Customers, (ii) any use of the Services in combination with other products, equipment, software, or data not supplied by Licensor (including other components of the Customer Products), (iii) any use, reproduction, or distribution of any release of the Service other than the most current release made available to Customers, or (iv) any modification of the Service by any person other than Licensor. 

Maintenance Licensor will deliver Maintenance as set forth in an Order Form. 

Consulting Services Customer may procure Consulting Services under an Order Form. Unless otherwise expressly agreed in an Order Form, all Consulting Services will be: (a) performed on a time and materials basis (“T&M”), with meals, lodging, travel and other reasonably necessary out-of-pocket expenses, such as hardware and software acquired by Licensor to support the project (“Expenses”), invoiced in addition to T&M fees, and (b) deemed accepted upon delivery. Materials are owned by and remain the confidential information of Licensor, excluding Output. 

Warranties  

a) Licensor warrants that for 90 days following the Delivery Date (“Warranty Period”), the Software, as updated and used in accordance with the Documentation, will operate in all material respects in conformity with the functional specifications described in the Document 

b)Licensor is not   responsible for any   claimed breach of any   warranty caused by:  

1. Modifications made to the   Licensor Software by anyone other than   Licensor 
2. The   combination, operation or use   of the   Licensor Software with   any   items that   are   not   permitted in the   Documentation
3. iii. Customer’s failure to use   any   new   or corrected versions of the   Licensor Software made available by Licensor 
4. Licensor’s adherence to Customer’s specifications or instructions
5. Customer deviating from   the   Licensor Software operating procedures described in the   Documentation; or
6. Errors caused by customizations. Consulting services to correct defects or issues subject to one of the above warranty exclusions may be procured by Licensee under a Work   Order pursuant to Licensor’s standard time   and   material charges

c) If the Licensor Software does not perform as warranted during the Warranty Period, Licensor shall use commercially reasonable efforts to correct Errors. Customer shall promptly notify Licensor in writing of its claim within the Software Warranty Period. Provided that such claim is determined by Licensor to be Licensor’s responsibility, as Customer’s exclusive remedy for any warranty claim, Licensor shall, within 30 days of its receipt of Customer’s written notice, (i) correct such Error; (ii) provide Customer with a plan reasonably acceptable to Customer for correcting the Error 

Limitation of Liability 

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY, OR ANY OTHER PERSON OR ENTITY, FOR ANY INDIRECT, INCIDENTAL, COVER, SPECIAL, STATUTORY, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF PROFITS OR DATA WHATSOEVER, ARISING FROM OR RELATED TO THIS AGREEMENT OR THE OTHER PARTY’S USE OR RELIANCE UPON THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES ARE FORESEEABLE. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON OR ENTITY WHETHER UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY FOR ANY AMOUNTS IN EXCESS OF THE AMOUNTS PAID AND PAYABLE TO THE LICENSOR UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THE EVENT GIVING RISE TO SUCH CLAIM. 

Term and Termination 

1. Initial Term; Renewal. The initial term of this Agreement shall commence on the date that Customer signs an Order Form. Thereafter, this Agreement and each Order Form governed by this Agreement shall be automatically renewed from year to year. Either Party may submit written notice of its intention not to renew to the other Party at least 30 days prior to the end of the then current term. 
2. Termination For Cause. Licensor may terminate this Agreement, (a) effective immediately upon written notice to Customer, if Customer breaches any provision in Section 3, 5 or 8, or (b) if Customer breaches any other provision of this Agreement and does not cure the breach within thirty (30) days after receiving written notice thereof from Licensor. Customer may terminate this Agreement, upon written notice to Licensor, if Licensor breaches any provision of this Agreement and does not cure the breach within thirty (30) days after receiving written notice thereof from Customer. 
3. Obligations on Termination. Upon termination or expiration of this Agreement, including the Order Form, for any reason, all Services and Customized Work under this Agreement will immediately cease to exist, and Customer must (i) promptly discontinue all further use of the Services and Customized Work, and (ii) destroy or return to Licensor all copies of the Services and Customized Work and provide a written confirmation (“Written Acknowledgement”) signed by an officer of Customer that it has fully complied with this requirement. 
4. Survival. Termination of this Agreement shall not relieve either Party of its respective obligations to the other hereunder, including all payment obligations, which arose prior to the effective date of termination. 

General Provisions

a) All notices must be in writing and will be effective if (i) delivered by facsimile, electronic mail, by hand, reliable overnight delivery service, or first-class, pre-paid mail and 

          (ii) sent to the address for the intended recipient stated in an Order Form. Notices should be sent to the other party’s general counsel or legal department, unless another recipient is expressly identified.  

b) The non-prevailing party shall pay all reasonable costs, including attorney’s fees, incurred by the prevailing party in any action brought  to  enforce the prevailing party’s rights under this Agreement. 

c)This Agreement does not create an agency or consignment relationship, and neither party is a partner, employee, agent or joint venture partner of, or with, the other.  

d)During the term of any Order Form and for a period of one year following termination of an Order Form, neither party shall actively solicit for employment any employee, contractor, consultant, or other representative of the other party who performed services in connection with the applicable Order Form, without the  prior written consent of the other party. 

e)Licensor may designate any agent or subcontractor to perform such tasks and functions to complete any services covered under this Agreement, provided, however, that Licensor shall remain responsible for performance of its duties 

f)During the term of any Order Form and for a period of one year following termination of an Order Form, Licensor and its independent auditors, at Licensor’s expense, may audit Customer ‘s compliance with this Agreement upon 10 days’ notice and at reasonable times and report any results to Licensor’s licensors. Customer shall, at no cost to Licensor, (i) provide any assistance reasonably requested by Licensor or its designee in conducting any such audit, including installing and operating audit software, (ii) make requested personnel, records, and information available to Licensor or its designee, and (iii) provide such assistance, personnel, records, systems access, and information to facilitate the timely completion of such audit. Customer’s failure to comply with the provisions of this section will constitute a material breach of this Agreement. If the audit reveals any noncompliance, Customer shall reimburse Licensor for the reasonable costs and expenses of the audit (including but not limited to reasonable attorneys’ fees), and Customer shall promptly cure any such noncompliance; provided, however, that the obligations under this section do not constitute a waiver of Licensor’s termination rights and do not affect Licensor’s right to payment for Software or Materials related to usage in excess of the Number of Units.  

h)A waiver by a party of any breach of any provision of this Agreement will not be construed as a waiver of continuing or succeeding breach.

i)Performance under the Agreement will be postponed automatically if a party is prevented from performing by any act of or failure to act by the other party. No delay or default in performance of any obligation by either party (except payment obligations) will constitute a breach of the Agreement if caused by force majeure or any other cause which is beyond its reasonable control, including, fires, strikes, accidents, governmental action or regulatory changes, or acts of God.  

j) Except for an assignment, in whole or part, by Licensor to an Affiliate, neither party may assign this Agreement, in whole or in part, and/or any of its rights and/or obligations without the prior written consent of the other party, which will not be unreasonably withheld. Any such attempted assignment is void. For the purposes of the foregoing, a change in control of Customer is deemed to cause or attempt to cause an assignment of the Agreement, in whole or part, and requires Licensor’s prior     written   consent. k)If Customer or its successors or assigns enters into an Extraordinary Corporate Event after an Order Form Effective Date, those users, divisions, or entities that were added to or divested from Customer’s organization as a result of the Extraordinary Corporate Event are not authorized to use the Software or Materials until those users, divisions, or entities are added to this Agreement by way of a written amendment signed by duly authorized officers of the Licensor and Customer, or in the case of a divesture,   the     divested   entity. l)This Agreement is for the benefit of the parties and their successors and permitted assigns and does not confer any rights or benefits on any third party, including any employee of a party, any client of a party, or any employee of a client of a party. Notwithstanding the above, the parties acknowledge that all rights and benefits afforded to Licensor under this Agreement apply equally to the owner of any Third-Party Software, and such third party is an intended third-party beneficiary of this Agreement.  

m)If any sentence, clause, or other provision of this Agreement is held to be invalid, illegal, or unenforceable under applicable law, including, but not limited to, any limitation of liability, the validity, legality and enforceability of the remaining clauses and provisions are not affected or impaired. The parties shall interpret the affected provision in a manner that renders it enforceable   while      attempting   to    closely   approximate the intent and the economic  effect of the affected provision. 

n) If any terms and conditions of the Master Terms conflict with the Documentation, then such license requirements or notices pertaining to Third Party Software included with the Software will control. Any conflict between the terms of the Agreement will be resolved in the following order for precedence: (i) Order Form; (ii) Master Terms.  

o)The Agreement constitutes the parties’ entire agreement relating to its subject matter. It supersedes all prior or contemporaneous oral or written communications, agreements, or understandings between the parties relating to its subject matter. No modification to the Agreement will be binding unless in writing and signed by each party, except in the case of an Order Form where Licensor’s acceptance shall be deemed to have occurred on Licensor’s initial delivery of products or services under the Order Form. All pre-printed or standard terms of any Customer purchase order or other business processing   document   shall     have no effect.

Free Trial and Evaluation License

a) In addition to all other applicable terms and conditions, Software provided or accessed for demonstration or evaluation or testing purposes, is subject to  the  following   conditions:  

1. Software may only be used for demonstration or evaluation or testing purposes,  
2. Customer must stop using the Software upon the earlier of (1)  30 days from the date Customer receives the right to install or access the Software, (2) Customer’s receipt of notice of termination from     Licensor, or (3) Customer no longer has access to the Software; and iii. The Software is provided “AS  IS” without Maintenance or any warranties or indemnities.  

b) In addition to all other applicable terms and conditions, Software provided or accessed for Developer evaluation is subject to the following conditions:  

1. Software may only be used for such development evaluation purposes,  
2. Software must not use or deployed in or on a Production or development environment,  
3. Customer must stop using  the Software upon the earlier of (1) 90 days from the date Customer receives   the     right     to    install or    access   the     Software, (2)  Customer`s receipt of  notice of    termination from Customer, or (3)    Customer   no longer has access Service; and  
4. The Software   is   provided “AS     IS” without   Maintenance   or    any     warranties   or    indemnities.  

c) If Customer is using a free trial version   of   Software, Licensor may stop     providing   the     Software   to    Customer   or    Customer’s    end users at Licensor’s  sole discretion  without any prior notice, and     the     Software   is    provided “AS     IS” without Maintenance or any warranties or  indemnities.  

d) Notwithstanding   anything to the contrary in this Agreement, Software subject to a Trial, Developer Evaluation, Free Trial and Evaluation license may be deployed by Customer on AWS, or    similar   environments.