General Terms and Conditions for Fully Hosted Services

General Terms and Conditions for Fully Hosted Services

THESE GENERAL TERMS AND CONDITIONS FOR FULLY HOSTED SERVICES GOVERN CUSTOMER’S SUBSCRIPTION TO THE SERVICES DEFINED BELOW.

BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, CUSTOMER AGREES TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SOFTWARE AND SUPPORT.

This Agreement was last updated on August 25, 2025. It is effective between Customer and Company as of the date of Customer’s acceptance of this Agreement (the “Effective Date”).

1. Definitions

“Affiliate” means any legal entity in which Company or Customer, directly or indirectly, holds more than 50% of the entity’s share or voting rights. Any legal entity will be considered an Affiliate for only such time as that interest is maintained.

“Agreement” means these General Terms and Conditions for Fully Hosted Services.

“Authorized User” means employees and contractors of Customer authorized to use the Services and Documentation. The number of Authorized Users is specified in the applicable Order Form.

“Company” means Acryl Data, Inc.

“Company Materials” means any software, programs, tools, systems, data, or other materials (including statistical reports) provided, developed, or made available by Company (independently or with Customer’s cooperation) in the course of performance under this Agreement. This includes but is not limited to the Services, Professional Services, Support, and Documentation delivered to Customer. Company Materials do not include Customer Confidential Information.

“Confidential Information” means information, such as trade secrets, non-public sales figures, employee and customer information, and information from, about, or concerning any third party, that is disclosed under this Agreement in any form or medium (whether oral, written, or electronic) that: (a) if disclosed in writing or other tangible form or medium, is marked “confidential” or “proprietary”; or (b) due to the nature of its subject matter or the circumstances surrounding its disclosure, would reasonably be understood to be confidential or proprietary. Without limiting the foregoing, (i) the Services and Documentation are the Confidential Information of Company; and (ii) the financial terms of this Agreement are the Confidential Information of each Party.

“Customer” means in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity that has entered into an Order Form.

“Customer Data” means any content, materials, data, and information that Authorized Users enter into the production system of the Services or that Customer derives from its use of and stores in the Services (e.g. Customer-specific reports). Customer Data and its derivatives will not include Company’s Confidential Information.

“Documentation” means Company’s then current technical and functional documents (for the Services) made available to the Customer as part of the Services.

“Effective Date” has the meaning set forth in the introduction above.

“Feedback” means input, comments, or suggestions regarding Company’s business and technology direction or the possible creation, modification, correction, improvement, or enhancement of the Services, Documentation, Support, or other Company Materials.

“Fees” means the fees set forth in the applicable Order Form.

“Intellectual Property Rights” means patents of any type, design rights, utility models, or other similar invention rights, copyrights and related rights, trade secret, know-how or confidentiality rights, trademarks, trade names and service marks and any other intangible property rights, whether registered or unregistered, including applications (or rights to apply) and registrations for any of the foregoing, in any country, arising under statutory or common law or by contract and whether or not perfected, now existing or hereafter filed, issued, or acquired.

“Malicious Code” means code, files, scripts, agents, or programs intended to do harm, including, for example, viruses, worms, time bombs, and Trojan horses.

“Order Form” means the applicable ordering document for the Services and/or Support that references this Agreement.

“Party” means Customer or Company individually, and “Parties” means Customer and Company collectively.

“Personally Identifiable Information” any information that can be used to distinguish or trace an individual‘s identity either alone or when combined with other information that is linked or linkable to a specific individual, such as name, social security number, date and place of birth, mother‘s maiden name, biometric or medical records, or educational, financial, and/or employment information.

“Professional Services” means implementation services, consulting services, or other related services provided under an Order Form.

“Representatives” means a Party’s Affiliates, employees, contractors, subcontractors, legal representatives, agents, accountants, or other professional advisors.

“Services” means the fully hosted services that are ordered by Customer under an Order Form.

“Support” means Company’s then current support offering made available to Customer, as stated in this Agreement or in the Order Form.

“Subscription Term” means the initial subscription term and if applicable each renewal subscription term for the Services as set forth in the applicable Order Form.

2. Use of the Services

2.1. Subscription. Subject to and conditioned on Customer’s payment of the Fees and compliance with all other terms and conditions of this Agreement, Company will provide Customer a subscription to access and use the Services and Documentation by the Authorized Users for the Term solely for Customer’s internal business purposes. Customer may use the Services world-wide, except Customer shall not use the Services from countries where such use is prohibited by applicable export control laws and regulations. Any use of the artificial intelligence features of the DataHub platform is subject to the DataHub AI Features Addendum available at www.datahub.com/aiterms, which may be updated by Company from time to time (“DataHub AI Features Addendum”). Any conflict between this Agreement and the DataHub AI Features Addendum shall be governed by the DataHub AI Features Addendum.

2.2. Authorized Users. Customer may permit Authorized Users to use the Services. Access credentials for the Services may not be used by more than one individual, but may be transferred from one individual to another if the original user is no longer permitted to use the Services. Customer may allow individuals employed by its outsourced service providers to be Authorized Users solely to the extent such providers are required to access the Services in the course of providing outsourced services to Customer.

2.3. Usage Limits. The Services are subject to usage limits specified in the applicable Order Form and Documentation. If Customer exceeds a contractual usage limit, Company may work with Customer to seek to reduce Customer’s usage so that it conforms to that limit. If, notwithstanding Company’s efforts, Customer is unable or unwilling to abide by a contractual usage limit, Customer will execute an Order Form for additional quantities of the applicable Services promptly upon Company’s request, and/or pay any invoice for excess usage in accordance with Section 4 (“Fees and Payment”) below.

2.4. Suspension of Services. Company may suspend or limit use of the Services (a) if continued use may result in material harm to the Services or its users; or (b) to comply with laws and regulations applicable to Company or its Affiliates. Company will promptly notify Customer of the suspension or limitation. Company will limit a suspension or limitation in time and scope as reasonably possible under the circumstances.

2.5. Modifications. Company may modify the Services (including Support services), provided that Company shall not materially degrade the core functionality of the Services during the Subscription Term.

2.6. Customer Responsibilities.

1. To use the Services, Customer must set up data pipelines to send metadata to the Services. Company will give Customer instructions on how to connect to the Services upon request. Customer is responsible for ensuring that outgoing connections from Customer-owned compute environments to Company servers are secure with commercially reasonable methods.
2. The Services do not require Customer to process any Personally Identifiable Information. Customer understands that it is solely responsible for any Personally Identifiable Information it processes using the Services and shall indemnify and hold Company harmless against any and all claims that may arise from processing Personally Identifiable Information using the Services.
3. Customer will (i) be responsible for the Authorized Users’ compliance with this Agreement, Documentation, and Order Forms; (ii) be responsible for the accuracy, quality, and legality of Customer Data, the means by which Customer acquired Customer Data, Customer’s use of Customer Data with the Services, and the interoperation of any non-Company applications with which Customer uses the Services; (iii) maintain reasonable security standards for its Authorized Users’ use of the Services; (iv) prevent unauthorized access to or use of the Services, and notify Company promptly of any such unauthorized access or use; (v) use the Services only in accordance with this Agreement, Documentation, Order Forms, and applicable laws and government regulations; and (vi) comply with terms of service of any non-Company applications with which Customer uses the Services. Any use of the Services in breach of the foregoing by Customer or the Authorized Users that in Company’s judgment threatens the security, integrity, or availability of the Services may result in Customer’s and its Authorized Users’ immediate suspension of the Services. Company will use commercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to remedy such violation or threat prior to any such suspension.

2.7. Use Restrictions

Except as expressly permitted by this Agreement, Customer shall not, and shall not permit any person or entity to:

1. make the Services or Documentation available to anyone other than individuals that Customer has authorized to use the Services or Documentation, or use the Services for the benefit of anyone other than Customer or its Affiliates, unless expressly stated otherwise in an Order Form or the Documentation,
   
2. permit direct or indirect access to or use of the Services in a way that circumvents a contractual usage limit, or use the Services to access, use, or copy any of Company’s intellectual property except as permitted under this Agreement, an Order Form, or the Documentation;
   
3. modify, copy, translate, or create derivative works of the Services or any part, feature, function, or user interface thereof or the Documentation (or attempt any of the foregoing);
   
4. rent, lease, lend, sell, license, sublicense, assign, distribute, publish, or otherwise make available the Services to any third party or use the Services for service bureau or time-sharing purposes or in an outsourcing offering;
   
5. reverse engineer, decompile, or disassemble, the Services or access it to (i) build a competitive product or service; (ii) build a product or service using similar ideas, features, functions, or graphics of the Services; (iii) copy any ideas, features, functions, or graphics of the Services; or (iv) determine whether the Services are within the scope of any patent;
   
6. attempt to gain unauthorized access to the Services or its related systems or networks or circumvent or endanger the operation or security of the Services;
   
7. conduct or authorize penetration tests of the Services without Company’s advance written approval;
   
8. remove Company’s copyright and authorship notices in the Services or Documentation;
   
9. use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any person, or that violates any applicable law, including without limitation using the Services to enter, store, transmit, or transfer infringing, libelous, or otherwise unlawful or tortious material, or to enter, store, transmit, or transfer material in violation of third-party privacy rights;
   
10. use the Services to store or transmit Malicious Code;
    
11. use the Services for purposes of: (i) benchmarking or competitive analysis of the Services; (ii) developing, using, or providing a competing software product or service; or (iii) any other purpose that is to Company’s detriment or commercial disadvantage;
    
12. use the Services in, or in connection with, the design, construction, maintenance, operation, or use of any hazardous environments, systems, or applications, any safety response systems or other safety-critical applications, or any other use or application in which the use or failure of the Services could lead to personal injury or severe physical or property damage; 
    
13. interfere with or disrupt the integrity or performance of the Services or third-party data contained therein; or
    
14. use the Services or Documentation in any manner or for any purpose or application not expressly permitted by this Agreement.

Customer shall ensure that all users use Single-Sign-On managed by Customer to access the Services and that no two individuals share the same Single-Sign-On credentials.

2.8. Company’s Responsibilities. Company will maintain appropriate administrative, physical, and technical safeguards for the protection of the security, confidentiality, and integrity of Customer Data. Those safeguards include, but are not limited to, authenticated user sessions and encryption in transit, and at rest. Company will adhere to the Data Processing Addendum available at https://datahub.com/dpa/, which may be updated by Company from time to time. Customer may also make data processing requests by emailing the Company at notices@acryl.io, which Company, at its sole discretion, may reasonably accommodate.

3. Monitoring and Verification

3.1. Customer will monitor its own use of the Services and report any use in excess of the usage limits.

3.2. Company may monitor use of the Services to verify compliance with the usage limits and this Agreement. Company may audit (at least once annually) Customer’s usage of the Services and Documentation. Company’s standard audits may be performed remotely or at Customer’s site. Customer shall cooperate reasonably with Company’s audits. If an audit reveals that (a) Customer underpaid fees; or (b) Customer used the Services in excess of the limits stated in the applicable Order Form, then Customer shall pay such underpaid fees or for such excess usage based on Company’s price list in effect at the time of the audit. Customer shall execute an additional Order Form for the additional usage. If audit results indicate usage in excess of the limits stated in the applicable Order Form, then the reasonable costs of Company’s audit shall be paid by Customer, if any. Company reserves all rights at law and equity with respect to both Customer’s underpayment of fees and usage in excess of the limits stated in the applicable Order Form.

4. Fees and Payment

4.1. Customer shall pay the Fees as listed in the Order Form in full to Company within 30 days of being invoiced. If Customer does not pay Fees in accordance with the terms of this Agreement, then, in addition to any other available remedies, Company may suspend Customer’s use of the applicable Services until payment is made. Company shall provide Customer with prior written notice before any such suspension. Any fees not paid when due shall accrue interest at the maximum legal rate. Purchase orders are for administrative convenience only. Company may issue an invoice and collect payment without a corresponding purchase order. Customer may not withhold, reduce, or set-off Fees owed. All Order Forms are non-cancellable, and all Fees are non-refundable except for Sections 7.2 or 7.5 below. Except as provided in Sections 7.2 or 7.5 below, Customer further agrees that there are no refunds once a payment has been made.

4.2. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Without limiting the foregoing, Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Company’s net income.

5. Term and Termination

5.1. This Agreement becomes effective on the date Customer first accepts it and continues until all Order Forms that reference this Agreement have expired or have been terminated, unless earlier terminated in accordance with this Agreement.

5.2. Either Party may terminate this Agreement and the applicable Order Form:

1. for cause by providing the other Party with written notice if the other Party is in material breach of this Agreement and/or the applicable Order Form and has failed to cure such breach within 5 days after its receipt of written notice of such breach provided by the non-breaching Party; or
   
2. immediately if the other Party (i) files for bankruptcy, becomes insolvent, makes an assignment for the benefit of creditors, (ii) materially breaches Section 9 (Confidentiality) below, or (iii) engages in any unlawful business practice related to such Party’s performance under this Agreement.

5.3. Company may terminate this Agreement and the applicable Order Form immediately if Customer breaches Section 16.5 (Assignment) below.

5.4. Upon any termination hereunder, Customer’s subscription to use of the Services, Documentation, and Company’s Confidential Information shall immediately end. In the event of any termination hereunder, Customer shall not be entitled to any refund of any payments made by Customer. Termination shall not relieve Customer from its obligation to pay fees that remain unpaid.

5.5. Sections 1 (Definitions), 2.7 (Use Restrictions), 3 (Monitoring and Verification), 4 (Fees and Payment), 5.4 (Effect of Termination), 5.5 (Survival), 6 (Intellectual Property Rights), 8 (Indemnification), 9 (Confidentiality), 10 (Limitation of Liability), 11 (Exclusion of Consequential Damages), 13 (Feedback), 15 (Governing Law and Arbitration for Foreign Customers) and 16 (General Provisions) of this Agreement survive the expiration or termination of this Agreement.

6. Intellectual Property Rights

6.1. Customer agrees that Company owns, and shall continue to own, all right, title, and interest in the Services, Documentation, Company’s Confidential Information, any Professional Services, and any other Company Materials, including all Intellectual Property Rights and any derivative works thereof. Customer shall execute such documentation and take such other steps as is reasonably necessary to secure Company’s title over such rights.

6.2. As between the Parties, Customer owns all right, title, and interest in and to Customer Data. 

7. Warranty

7.1. Company warrants to Customer that the Services will substantially conform to the applicable specifications contained in the Documentation.

7.2. Provided Customer notifies Company in writing with a specific description of the Services’ nonconformance during the Subscription Term and Company validates the existence of such nonconformance, Company will, at its option and as Company’s sole and exclusive liability and Customer’s sole and exclusive remedy under the warranty provided in Section 7.1, (a) correct the nonconforming Services or (b) refund the subscription fees paid for the applicable nonconforming Services in exchange for termination of Customer’s subscription for such nonconforming Services.

7.3. Company warrants to Customer to make the Services available to Customer at least 99.5% of the time, calculated on a monthly basis (“Service Level Agreement” or “SLA”). The foregoing availability percentage excludes unavailability (a) due to planned downtime or (b) caused by circumstances beyond Company’s reasonable control, including, for example, an act of God, act of government, natural disaster (e.g., flood, fire, or earthquake), civil unrest, act of terror, strike, or other labor problem (other than one involving Company’s employees), Internet or Cloud Computing service provider failure or delay, non-Company applications, or denial of service attack.

7.4. If the Services are not available in accordance with the SLA, Company shall credit a prorated portion of the applicable Fees up to the full amount of 1 months’ worth of such Fees (annual Fees / 12) (the “Monthly Amount”) according to the following schedule:

MONTHLY UPTIME PERCENTAGE	SERVICE CREDIT PERCENTAGE
< 95% in any given month	100% of that Monthly Amount
≥ 95% and < 97% in any given month	50% of that Monthly Amount
≥ 97% and < 99% in any given month	25% of that Monthly Amount
≥ 99% and < 99.5% in any given month	10% of that Monthly Amount

7.5. To receive a service credit, Customer must submit a claim to Company by sending written notice to notices@acryl.io within five (5) business days after Company failed to comply with the SLA. When the validity of the service credit is confirmed by Company in writing (email permitted), Customer may apply the credit to a future invoice for the Services or request a refund for the amount of the credit if no future invoice is due. Company shall use commercially reasonable efforts to process the SLA claim within sixty (60) days. The issuance of the credit described above is Customer’s sole, exclusive, and entire remedy for Company’s breach of the SLA.

7.6. The warranties set forth in Sections 7.1 and 7.3 above shall not apply if:

1. the Services are not used in accordance with this Agreement or the Documentation;
   
2. any non-conformity is caused by Customer, or by any product or service not provided by Company;
   
3. Customer’s use of the Services is not permitted under this Agreement; or
   
4. the Services were provided for no fee.

7.7. Company does not warrant that the Services will operate uninterrupted or that it will be free from defects or errors that materially affect its performance, or that the Services will meet all or any of Customer’s requirements.

7.8. Except as expressly provided in this Agreement, neither Company nor its Representatives makes any representation or warranties, express or implied, statutory or otherwise, regarding any matter, including the merchantability, suitability, originality, or fitness for a particular use or purpose, title, non-infringement, or results to be derived from the use of or integration with any products or services provided under this Agreement, or that the operation of any products or services will be secure, uninterrupted or error free. Customer agrees that it is not relying on the delivery of future functionality, public comments, or advertising of Company or product roadmaps in obtaining the Services.

8. Indemnification

8.1. Company will defend Customer against claims brought against Customer by any third party alleging that Customer’s use of the Services infringes or misappropriates a patent claim, copyright, or trade secret right. Company will pay for damages finally awarded against Customer by a court of competent jurisdiction (or the amount of any settlement Company enters into) with respect to these claims.

8.2. Company’s obligation under Section 8.1 above will not apply if the alleged claim results from (a) use of the Services in conjunction with any product or services that Company did not provide; (b) use of the Services provided for no fee; (c) Customer’s failure to timely notify Company in writing of any such claim, if Company is prejudiced by Customer’s failure to provide or delay in providing such notice; or (d) use of the Services not permitted under this Agreement.

8.3. If a third party makes a claim under Section 8.1 above or in Company’s reasonable opinion is likely to make such a claim, Company may, at its sole option and expense, (a) procure for Customer the right to continue using the Services under the terms of this Agreement; or (b) replace or modify the Services to be non-infringing without material decrease in functionality. If these options are not reasonably available, Company or Customer may terminate Customer’s subscription to the affected Services upon written notice to the other.

8.4. Company expressly reserves the right to cease such defense of any claim(s) if the Services are no longer alleged to infringe or misappropriate the third party’s rights.

8.5. Customer will defend Company against claims brought against Company by any third party arising from or in connection with (a) Customer’s use of the Services in conjunction with any products or services that Company did not provide, (b) Customer’s use of the Services not permitted under this Agreement, or (c) Customer Data or any information, materials, or technology directly or indirectly provided by Customer or directed by Customer to be combined, integrated, or used with, as part of, or in connection with the Services or Documentation. Customer will pay for damages finally awarded against Company by a court of competent jurisdiction (or the amount of any settlement Customer enters into) with respect to these claims.

8.6. All third party claims under Section 8.1 and 8.5 above shall be conducted as follows: (a) the indemnified Party will timely notify the indemnifying Party in writing of any claim; (b) the indemnified Party will reasonably cooperate in the defense and settlement of any claim; (c) the indemnifying Party will have the right to fully control the defense and settlement of any claim; and (d) any settlement of a claim will not include a financial or specific performance obligation on, or admission of liability by, the indemnified Party without the indemnified Party’s prior written consent.

8.7. The provisions of this Section 8 state the sole, exclusive, and entire liability of the Parties and their Affiliates and Representatives to the other Party, and is the other Party’s sole, exclusive, and entire remedy, with respect to covered third-party claims and to the infringement or misappropriation of third-party Intellectual Property Rights.

9. Confidentiality

9.1. Each Party (on its behalf and on behalf of its Representatives) shall (a) hold and treat all Confidential Information of the other Party as confidential and protect such Confidential Information with the same degree of care as such Party uses to protect its own Confidential Information of like nature, (b) use the other Party’s Confidential Information solely as required to exercise its rights or perform its obligations under this Agreement, and (c) not disclose or reveal any Confidential Information of the disclosing Party to any person other than its Representatives whose access is necessary to enable it to exercise its rights or perform its obligations under this Agreement and who are under obligations of confidentiality substantially similar to those in this Section 9.

9.2. The receiving Party may disclose the disclosing Party’s Confidential Information to the extent required by law, regulation, court order, or regulatory agency, provided, however, that the receiving Party required to make such a disclosure uses reasonable efforts to give the disclosing Party reasonable prior written notice of such required disclosure (to the extent legally permitted) and provides reasonable assistance in contesting the required disclosure, at the request and cost of the disclosing Party. The receiving Party and its Representatives shall use commercially reasonable efforts to disclose only that portion of such Confidential Information that is legally requested to be disclosed and shall request that all Confidential Information that is so disclosed is accorded confidential treatment.

9.3. Confidential Information does not include any information that (a) at the time of the disclosure or thereafter is lawfully obtained from publicly available sources generally known by the public (other than as a result of a disclosure by the receiving Party or its Representatives); (b) is lawfully acquired free of restriction by the receiving Party from a third party that is not and was not bound by a confidentiality agreement with respect to such Confidential Information; or (c) has been independently acquired or developed by the receiving Party without violating its obligations under this Agreement or under any applicable law.

9.4. Upon the disclosing Party’s request or the effective date of expiration or termination of this Agreement, except to the extent it is legally entitled or required to retain the Confidential Information, the receiving Party shall promptly destroy or return to the disclosing Party, at the disclosing Party’s election, all materials containing the disclosing Party’s Confidential Information and all copies thereof, whether reproductions, summaries, or extracts thereof or based thereon (whether in hard-copy form or on intangible media), provided however that:

1. if a legal proceeding has been instituted to seek disclosure of the Confidential Information, such material shall not be destroyed until the proceeding is settled or a final judgment with respect thereto has been rendered; and
   
2. the receiving Party shall not, in connection with the foregoing obligations, be required to identify or delete Confidential Information held in archive or back-up systems in accordance with general systems archiving or backup policies.

10. Limitation of Liability

10.1. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER AND ITS AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.

10.2. The limitation of liability provision in Section 10.1 above will not limit (a) Customer’s and/or its Affiliates’ breach of Sections 2.3 (Usage Limits), 2.6 (Customer Responsibilities), 2.7 (Use Restrictions), 4 (Fees and Payment), 16.5 (Assignment), or 16.9 (Export Control) of this Agreement and (b) either Party’s and their Affiliates’ breach of Section9 (Confidentiality) of this Agreement, or either Party’s obligations under Section 8 (Indemnification) of this Agreement. For breach of Section 9 (Confidentiality) of this Agreement, the breaching Party’s liability shall be capped at three times (3x) the total amount paid by Customer and its Affiliates hereunder for the Services in the twelve months preceding the first incident out of which the liability arose. In the case of the Party’s obligations under Section 8 (Indemnification) of this Agreement, the indemnifying Party’s liability shall be capped at US$1 million.

10.3. Company will not be responsible or liable under this Agreement (a) if the Services are not used in accordance with this Agreement or the Documentation; (b) if the defect or liability is caused by Customer or third party product or service; (c) if the Services are used in conjunction with any third-party products or services for which Customer lacks sufficient rights from the third-party vendor for such use; (d) for any Customer activities not permitted under this Agreement; or (e) for any damages caused by the Services provided for no fee.

11. Exclusion of Consequential and Related Damages

IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION, OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING EXCLUSION WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

12. Acryl Data Support Model

Company shall respond to requests by email or Slack. Company’s Customer Success Team shall be available during business hours between the hours of 7 a.m. and 7 p.m. PST, Monday – Friday. Technical Support for Severity 1 and 2 issues is available 24×7.

Customer Success services include:

1. Assistance with Services installation and configuration
2. Help with troubleshooting Services issues
3. Guidance on Services updates and patches

“Severity level” means the following for any reported error to be evaluated by Company at its discretion:

Issue Severity	SLA First Response Time	Description
1-Urgent	Within 1 hour	Critical issues affecting operations, system downtime, data loss.
2-High	Within 4 hours	Significant issues impacting multiple users or core functionalities.
3-Medium	Within 24 hours	Issues affecting specific features or a single user.
4-Low	Within 2 business days	Minor issues, questions about Services use or implementation, feature requests, general inquiries.

Holidays (reduced or no immediate support)

“Acryl Data Holidays” means the following:

• New Year’s Day (January 1)
• Martin Luther King Jr. Day (third Monday of January)
• President’s Day (third Monday of February)
• Memorial Day (last Monday of May)
• Juneteenth (June 19)
• Independence Day (July 4)
• Labor Day (first Monday of September)
• Indigenous Peoples’ Day (second Monday in October)
• Veteran’s Day (November 11th)
• Thanksgiving Day (fourth Thursday in November)
• Day after Thanksgiving (the day following Thanksgiving Day)
• Christmas Day (December 25)

13. Feedback

Customer may at its sole discretion and option provide Company with Feedback. In such instance, Company and its Affiliates may in their sole discretion retain and freely use, incorporate, or otherwise exploit such Feedback without restriction, compensation, or attribution to the source of the Feedback.

14. U.S. Government Rights

The following paragraph shall apply if the Services and Documentation are being accessed by the U.S. Government: The Services and Documentation are developed exclusively at private expense and are “commercial items” as defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212. Accordingly, if Customer is an agency of the U.S. Government or any contractor therefor, Customer only receives those rights with respect to the Services and documentation as are granted to all other end users under subscription, in accordance with (a) 48 C.F.R. §227.7202, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other U.S. Government agencies and their contractors. If a government agency needs additional rights, it must negotiate a mutually acceptable written addendum to this Agreement specifically granting those rights.

15. Governing Law and Venue

This Agreement is to be governed by and construed in accordance with the laws of the State of California, without regard to any choice of law or conflicts of law principles that might cause the application of the laws of another state. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act (where enacted) will not apply to this Agreement. Any action instituted by either Party arising out of this Agreement will only be brought, tried, and resolved in the applicable federal or state courts having jurisdiction in the State of California. EACH PARTY HEREBY CONSENTS TO THE EXCLUSIVE PERSONAL JURISDICTION AND VENUE OF THE FEDERAL AND STATE COURTS HAVING JURISDICTION IN THE STATE OF CALIFORNIA.

16. General Provisions

16.1. Customer hereby gives Company permission to use Customer’s logo and legal name in internal and external marketing materials, including but not limited to on Company’s website, in sales presentations, and whitepapers, in accordance with Customer’s usage guidelines. Customer gives Company permission to prepare case studies documenting the value that Company delivered throughout any engagement executed or services provided within the scope of this Agreement.

16.2. This Agreement, and any accompanying appendices, duplicates, or documents referenced herein, constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior negotiations, agreements, representations, and understandings of any kind, whether written or oral, between the Parties.

16.3. This Agreement may be amended only by a written agreement duly executed by an authorized representative of each Party.

16.4. If any provision or provisions of this Agreement is held to be wholly or in part invalid or unenforceable for any reason, then the invalidity or unenforceability shall be modified to reflect the Parties’ intention. All remaining provisions of this Agreement shall remain in full force and effect for the duration of this Agreement.

16.5. This Agreement shall not be assigned by either Party without the express consent of the other Party; provided, however, that either Party may assign this Agreement without such consent in connection with a corporate reorganization, merger, consolidation, or sale of all or substantially all of its assets to which this Agreement relates.

16.6. A failure or delay in exercising any right, power, or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power, or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power, or privilege or the exercise of any other right, power, or privilege.

16.7. Unless otherwise expressly set forth in this Agreement, any notice, request, consent, claim, demand, waiver, or other communications under this Agreement have legal effect only if in writing and addressed to a Party as follows (or to such other address or such other person that such Party may designate from time to time in accordance with this Section 16.7:

Notices sent in accordance with this Section 16.7 will be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; (c) when sent, if by facsimile or email, in each case, with confirmation of transmission), if sent during the addressee’s normal business hours, and on the next business day, if sent after the addressee’s normal business hours; and (d) on the second day after the date mailed by certified or registered mail, return receipt requested, postage prepaid.

16.8. The Parties to this Agreement are independent contractors, and no partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties is created by this Agreement. Each Party is expected to comply with the necessary tax and legal regulations stemming from two companies doing business with one another.

16.9. The Services, Support, Company Materials, and Company’s Confidential Information may be subject to U.S. export control laws and regulations. Customer will not directly or indirectly, export, re-export, or release the Services, Support, Company Materials, or Company’s Confidential Information to, or make the Services, Support, Company Materials, or Company’s Confidential Information accessible from, any country, jurisdiction, or person to which export, re-export, or release is prohibited by applicable laws and regulations. Customer will comply with all applicable laws and regulations and complete all required undertakings (including obtaining any necessary export license or other governmental approval) prior to exporting, re-exporting, releasing, or otherwise making the Services, Support, Company Materials, or Company’s Confidential Information available outside the U.S.

16.10. Company may use subcontractors to provide all or part of the Support under this Agreement. Company is responsible for breaches of this Agreement caused by its subcontractors in relation to Support and the performance of any subcontractor to the same extent as if it would be performed by Company.

16.11. Any delay in performance (other than for the payment of amounts due) caused by conditions beyond the reasonable control of the performing Party is not a breach of this Agreement. The time for performance will be extended for a period equal to the duration of the conditions preventing performance.

16.12. Each Party waives any right it may have to a jury trial for any claim or cause of action arising out of or in relation to this Agreement.

16.13. Except for claim(s) as to ownership or title to Intellectual Property Rights, breach of the protections of the Confidential Information, the right of Company to bring suit for payments due hereunder, or a Party’s failure to provide the indemnity obligations herein and its subject matter, either Party must initiate a cause of action for any claim(s) relating to or arising from this Agreement within 1 year from the date when the Party knew, or should have known after reasonable investigation, of the facts giving rise to the claim(s).