Cloud Services Agreement

Junior Cloud Services Agreement

This Cloud Services Agreement (“Agreement”) is between Samo C, Inc. d/b/a Junior (“Junior”) and the customer identified below (“Customer”) and is effective as of the Effective Date XXXXXXXXX. This Agreement allows Customer and its Affiliates to purchase access Junior’s AI -powered cloud hosted workflow automation tools and services as specified under one or more Orders.

Agreed as of the Effective Date by each party’s authorized representative:

1. Defined Terms.

   1. “Affiliate” means an entity directly or indirectly owned or controlled by a party, where “ownership” means the beneficial ownership of 50% or more of an entity’s voting equity securities or other equivalent voting interests and “control” means the power to direct the management or affairs of an entity.

   2. “Aggregated Data” means Customer Data that has been deidentified or aggregated with other data such that the resulting data no longer reasonably identifies Customer or a specific individual.

   3. “Customer Data” means any data or information that: (a) Customer (including its Users) submits to or through the Services, including from Third-Party Platforms; and (b) is Processed by Junior to provide the Services to Customer. Fine-Tuning Data is Customer Data.

   4. “Customer Materials” means materials, systems, and other resources that Customer provides to Junior in connection with Technical Services.

   5. “Customer Systems” means Customer’s hardware, software, other technology, and infrastructure that Customer is required to provide and maintain in order for Customer to access and use the Services.

   6. “Data Security Requirements” means Junior’s then-current Data Security Requirements, which are available athttps://myjunior.notion.site/JuniorAI-Data-Privacy-Security-Policies-a5f20a6d146b478fad941c49ec4a7167.

   7. “Data Processing Addendum”means Junior’s then-current Data Processing Addendum. The version in effect as of the Effective Date is attached as Exhibit E.

   8. “Documentation” means the then-current version of Junior’s usage guidelines and standard technical documentation for the Services that Junior makes generally available to its customers that it provides the applicable Services to, the current version of which are athttps://docs.myjunior.ai/

   9. “Fine-Tuning Data” means Customer Data provided to Junior for the express purpose of training a fine-tuned, Customer-specific model as specified in an Order.

   10. “Order” means an order that describes the Services being purchased by Customer that is executed by the parties and references this Agreement. This is detailed in the Order Form attached to this Agreement in Exhibit B.

   11. “Output” means the summaries and other content generated by the Services.

   12. “Policies” means, SLA, Acceptable Use, Data Security Requirements, Data Processing Addendum, Privacy Policy and Support Policy.

   13. “Privacy Policy”means Junior’s then-current Privacy Policy, which is available athttps://junior.ai/privacy.

   14. “Process” means to collect, access, use, disclose, transfer, transmit, store, host, or otherwise process.

   15. “Prohibited Data” means any: (a) special categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any successor legislation; (b) patient, medical, or other protected health information regulated by the Health Insurance Portability and Accountability Act (as amended and supplemented) (“HIPAA”); (c) credit, debit, or other payment card data subject to the Payment Card Industry Data Security Standards (“PCI DSS”); (d) other information subject to regulation or protection under specific Laws such as the Children’s Online Privacy Protection Act or Gramm-Leach-Bliley Act (or related rules or regulations); (e) social security numbers, driver’s license numbers, or other government ID numbers; or (f) any data similar to the above.

   16. “Schedule” means a document that adds and/or adjusts certain terms of the Agreement as they apply to the purchase of one or more Services. Each Schedule is governed by and a part of the terms of this Agreement.

   17. “Service” or “Services” means the then-current version of Junior’s proprietary service and other services that are identified in the relevant Order (but excluding Support, SLAs and Technical Services). Each of the Services includes the Documentation for the Service.

   18. “SLA” means the then-current version of Junior’s Service Level Agreement applicable to the Services. The version in effect as of the Effective Date is attached as Exhibit A.

   19. “Subscription Term” means the period during which Customer’s subscription to access and use the Services is in effect, as identified in the applicable Order.

   20. “Support” means support for the Services as described in the Support Policy.

   21. “Support Policy” means the then-current version of Junior’s customer support policy with respect to the Services. The version in effect as of the Effective Date is attached as Exhibit A.

   22. “Technical Services” means any implementation, training, or configuration services provided by Junior related to the Services, as identified in an Order. Technical Services exclude Support.

   23. “Third-Party Platform” means any third-party platform, add-on, service, or product not provided by Junior that Customer elects to integrate or enable for use with any Service.

   24. “Trials and Betas” has the meaning given to it in Section 19.

   25. “Updates” means any updates, modifications, or bug fixes to the Services or Documentation that Junior provides free of additional charge to its customers using a Service.

   26. “Upgrades” means additions, enhancements, upgrades, new services, or modules that include new features and substantial increases in functionality to the Services that Junior makes available to its customers for an additional fee.

   27. “Usage Data” means information generated from the use of the Services, which data does not identify Users, any other natural human persons, or Customer, such as metadata generated from usage of the platform, prompt data such as questions input to the Platform or search terms, specific feedback related to the quality and accuracy of specific outputs, technical logs, data, and learnings about Customer’s use of the Services, but excluding any identifiable Customer Data.

   28. “User” means any employee or contractor of Customer or its Affiliates that Customer authorizes to use the Services on Customer’s behalf.

2. Services.

   1. Ordering Process. Each Order will include the specific Services ordered by Customer and the time period for which such Order applies. Order Form is attached to this agreement as Exhibit B.

   2. Permitted Use. During a Subscription Term, subject to Customer’s compliance with the terms of this Agreement, Customer may access and use the Services only for its internal business purposes in accordance with the Documentation, this Agreement, and any limitations set forth in an Order.

   3. Users. Only Users, using the mechanisms designated by Junior, such as single-sign-on (“Log-in Credentials”), may access and use the Services. Each User must keep their Log-in Credentials confidential and not share them with anyone else. Customer is responsible for its Users’ compliance with this Agreement and all actions taken through their Log-in Credentials (excluding misuse of the Log-in Credentials caused by Junior’s breach of this Agreement). Customer will promptly notify Junior if it becomes aware of any compromise of any Log-in Credentials.

   4. Restrictions.Customer will not (and will not permit Users or third parties to) do any of the following: (a) provide access to, distribute, sell, or sublicense a Service to a party other than Users; (b) use a Service on behalf of, or to provide any product or service to, third parties; (c) use a Service to develop a similar or competing product or service; (d) reverse engineer, decompile, disassemble, or seek to access the source code or non-public APIs to a Service, except to the extent expressly permitted by applicable laws (and then only with prior notice to Junior); (e) modify or create derivative works of a Service or copy any element of a Service; (f) remove or obscure any proprietary notices in a Service; (g) publish benchmarks or performance information about a Service; (h) interfere with the operation of a Service, circumvent any access restrictions, or conduct any security or vulnerability test of a Service; (i) transmit any viruses or other harmful materials to a Service; (j) take any action that risks harm to the security, availability, or integrity of a Service; (k) access or use Services in a manner that violates Junior’s then current Acceptable Use Policy available athttps://junior.ai/aup(l) use Services in a manner that violate wiretapping or privacy laws and regulations pertaining to audio recordings. Additionally, Customer must not use a Service with Prohibited Data. Customer acknowledges that the Services are not intended to meet any legal obligations for these uses, and that notwithstanding anything else in this Agreement, Junior has no liability for Prohibited Data.

3. SLA and Support. During a Subscription Term, Junior will use commercially reasonable efforts to provide the applicable Services in accordance with the SLA and the Support Policy.

4. Upgrades. Unless stated otherwise in an Order, Junior will make Updates to Services as Junior makes them available to its customers of the applicable Services generally. From time to time, Junior, in its sole discretion, may make available Upgrades under additional or different terms. Nothing in this Agreement obligates Junior to make Upgrades available to Customer as part of the Services or otherwise unless specifically included in an Order.

5. Data.

   1. Use of Customer Data. Customer grants Junior the non-exclusive, worldwide, sublicensable right to use, copy, store, disclose, transmit, transfer, publicly display, modify, and create derivative works from Customer Data only as necessary to: (a) provide any Services, Support, and Technical Services; (b) derive or generate Usage Data; (c) create and compile Aggregated Data; and (d) as otherwise required by applicable laws or as agreed to in writing between the parties.

   2. Use of Fine-Tuning Data. If an Order specifies that Junior will provide a fine-tuned model specific for a Customer, then notwithstanding Section 5.1 above, Customer grants Junior the non-exclusive, worldwide, right to use, copy, store, transmit, publicly display, modify, and create derivative works from Fine-Tuning Data only as necessary to: (a) provide a Customer-specific fine-tuned model that will be made available solely to Customer; and (b) for Junior’s internal research purposes. For the avoidance of doubt, neither Fine-Tuning Data nor any fine-tuned model developed for Customer will be provided to third parties.

   3. Outputs. Junior assigns to Customer its rights in and to any Outputs. Notwithstanding the foregoing, Customer acknowledges that Outputs are probabilistically generated by machine learning technology, and may be similar to or the same as Outputs provided to other customers, and no rights to any Outputs generated, provided, or returned by the Service for or to other customers are granted to Customer under this Agreement. Further, Output generated, provided, or returned by the Service may contain inaccuracies or false information.Any output is provided “AS IS” without any warranties of any kind and is not subject to the infringement defense in section 16.1. Customer is solely responsible for independently verifying all Outputs and is solely responsible for its use of Outputs.

   4. Security. Junior will maintain, for as long as it Processes Customer Data, the information security measures set forth in the Data Security Requirements.

   5. Usage Data; Aggregated Data. Junior may Process Usage Data and Aggregated Data for its lawful business purposes, such as to: (a) track use of Services for billing purposes; (b) provide support for Services; (c) monitor the performance and stability of the Services; (d) prevent or address technical issues with the Services; and (e) to improve Services, its other products and services, and to develop new products and services. Customer will not interfere with the collection of Usage Data.

6. CustomerObligations. Customer is responsible for its Customer Data, including its content and accuracy, and will comply with applicable laws when using the Services. Customer represents and warrants that it has made all disclosures, provided all notices, and has obtained all rights, consents, and permissions necessary for Junior to Process Customer Data set forth in this Agreement without violating or infringing laws, third-party rights, or terms or policies that apply to the Customer Data. Without limiting the foregoing, Customer shall ensure that it has provided all notices and received all consents necessary to record conversations between third parties and upload transcripts of such conversations to the Services.

7. Suspension of Service. Junior may immediately suspend Customer’s access to any or all of the Services if: (a) Customer breaches Section 2.4 (Restrictions) or Section 6 (Customer Obligations); (b) Customer’s account is 30 days or more overdue; (c) changes to applicable laws or new laws require that Junior suspend a Service or otherwise may impose additional liability on the part of Junior; or (d) Customer’s actions risk harm to any of Junior’s other customers or the security, availability, or integrity of a Service. Where practicable, Junior will use reasonable efforts to provide Customer with prior notice of the suspension (email sufficing). If the issue that led to the suspension is resolved, Junior will restore Customer’s access to the Service(s).

8. Customer Systems. Customer will provide and maintain any Customer Systems.

9. Third-Party Platforms.Use of Third-Party Platforms is subject to Customer’s agreement with the relevant provider and not this Agreement. Junior does not control and has no liability for Third-Party Platforms, including their security, functionality, operation, availability, or interoperability with the Services or how the Third-Party Platforms or their providers use Customer Data. By enabling a Third-Party Platform to interact with the Services, Customer authorizes Junior to access and exchange Customer Data with such Third-Party Platform on Customer’s behalf.

10. Technical Services. Customer will give Junior timely access to Customer Materials reasonably needed for the Technical Services, and if Customer fails to do so, Junior’s obligation to provide Technical Services will be excused until access is provided. Junior will use Customer Materials only for the purpose of providing Technical Services. Customer may use Technical Services deliverables only as part of its authorized use of the Services and, subject to the same terms as for the Services in Section 2 (Services) and Section 6 (Customer Obligations).

11. Commercial Terms.

    1. Subscription Term. Except as set forth in an Order, each Subscription Term will automatically renew for successive 12-month periods unless either party gives the other party notice of non-renewal at least 30 days before the current Subscription Term ends.

    2. Fees and Taxes. Fees for the Services are described in each Order (“Fees”). Customer will reimburse Junior for reasonable travel and lodging expenses it incurs in providing Technical Services (“Expenses”). All Fees and Expenses will be paid in US dollars unless otherwise provided in an Order. Fees are invoiced as described on the schedule in the Order and Expenses are invoiced in arrears. Unless the Order provides otherwise, all Fees and Expenses are due within 30 days of the invoice date. Fees for renewal Subscription Terms are at Junior’s then-current rates, regardless of any discounted pricing in a prior Order. Late payments are subject to a service charge of 1.5% per month or the maximum amount allowed by law, whichever is less. All Fees and Expenses are non-refundable except as may be set out in Section 12.2 (Warranty Remedy), Section 16.4 (Mitigation), and the SLA. Customer is responsible for any sales, use, GST, value-added, withholding, or similar taxes or levies that apply to Orders, whether domestic or foreign, other than Junior’s income tax (“Taxes”). Fees and Expenses are exclusive of all Taxes.

    3. Affiliate Orders. An Affiliate of Customer may use Services by entering into its own Order(s) as agreed with Junior. Each such Order creates a separate agreement between the Affiliate and Junior which incorporates this Agreement, with the Affiliate treated as “Customer”. Neither Customer nor any Customer Affiliate has any rights or obligations under each other’s agreement with Junior, and breach or termination of any such agreement is not breach or termination under any other.

12. Warranties and Disclaimers.

    1. Limited Warranties. Junior warrants to Customer that:

       1. each of the Services will perform materially as described in its Documentation and Junior will not materially decrease the overall functionality of the Service during a Subscription Term; and

       2. Junior will perform any Technical Services in a professional and workmanlike manner.

(c )In the event of a Services warranty claim, Customer’s sole and exclusive remedy and Junior’s entire obligation and liability shall be, at Junior’s sole option, to either (i) provide a correction, update or upgrade of the Services, (ii) correct or replace the Services, or (iii) refund Customer a pro-rated amount of the applicable fees pre-paid by Customer for the terminated portion of the applicable Subscription Term.

1. These warranties do not apply to: (a) issues caused by Customer’s or Users’ misuse of or unauthorized modifications to the applicable Service; (b) issues in or caused by Third-Party Platforms or other third-party systems; (c) use of the applicable Service other than according to the Documentation; or (d) Trials and Betas or other free or evaluation use.

2. Disclaimers.Except as expressly provided in Section 12.1 (Limited Warranties), the Services, Support, Technical Services, and all other Junior services are provided “AS IS”. Junior, on its own behalf and on behalf of its suppliers and licensors, makes no other warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, or noninfringement. Junior does not warrant that Customer’s use of the Services will be uninterrupted or error-free, that Junior will review Customer Data for accuracy, or that it will maintain Customer Data without loss. Junior is not liable for delays, failures, or problems inherent in use of the Internet and electronic communications or other systems outside Junior’s control. Customer may have other statutory rights, but any statutorily required warranties will be limited to the shortest legally permitted period.

1. Term and Termination.

   1. Term. The term of this Agreement (the “Term”) starts on the Effective Date and continues until expiration or termination of all Subscription Terms.

   2. Termination. Either party may terminate this Agreement (including any or all Orders) if the other party: (a) fails to cure a material breach of this Agreement (including a failure to pay fees) within 30 days after notice; (b) ceases operation without a successor; or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days.

   3. Effect of Termination. Upon expiration or termination of an Order, Customer’s access to and Junior’s obligations to provide the Services, Support, and Technical Services described in the Order will cease. Junior will be under no obligation to store or retain the applicable Customer Data following the date of expiration or earlier termination of the applicable Subscription Term and may delete the applicable Customer Data at any time in its sole discretion. Customer Data and other Confidential Information, as defined in Section 17, may be retained in Recipient’s standard backups notwithstanding any obligation to delete the applicable Confidential Information but will remain subject to this Agreement’s confidentiality restrictions.

   4. Survival. These Sections survive expiration or termination of this Agreement: 2.4 (Restrictions), 5.5 (Usage Data; Aggregated Data), 6 (Customer Obligations), 11.2 (Fees and Taxes), 12.3 (Disclaimers), 13.3 (Effect of Termination), 13.4 (Survival), 14 (Ownership), 15 (Limitations of Liability), 16 (Indemnification), 17 (Confidentiality), 18 (Required Disclosures), 21 (General Terms)

2. Ownership. Neither party grants the other any rights or licenses not expressly set out in this Agreement. Except as expressly provided in this Agreement, as between the parties, Customer retains all intellectual property rights and other rights in Customer Data and Customer Materials provided to Junior. Except for Customer’s use rights in this Agreement, Junior and its licensors retain all intellectual property rights and other rights in the Services, any Technical Services deliverables, Documentation, Usage Data, and Junior technology, templates, formats, and dashboards, including any modifications or improvements to these items made by Junior. If Customer provides Junior with feedback or suggestions regarding the Services or other Junior offerings, Junior may use the feedback or suggestions without restriction or obligation.

3. Limitations of Liability.

   1. Consequential Damages Waiver.Except for either party’s confidentiality and indemnification obligations, neither party (nor its suppliers or licensors) will have any liability arising out of or related to this Agreement for any loss of use, lost data, lost profits, failure of security mechanisms, interruption of business, or any indirect, special, incidental, reliance, or consequential damages of any kind, even if informed of their possibility in advance.

   2. Liability Cap.Except for either party’s indemnification obligations and Customer’s payment obligations for the Service fees due if unpaid, each party’s (and its suppliers’ and licensor’s) entire liability arising out of or related to this Agreement will not exceed in aggregate the amounts paid or payable by Customer to Junior pursuant to this Agreement during the 12 months prior to the date on which the applicable claim giving rise to the liability arose under this Agreement. Notwithstanding the foregoing, each party’s liability arising out of Section 2.4 (“Restrictions”), Section 5 (“Data”) and Section 6 (“Customer Obligations”) shall not exceed $1 Million United States Dollars in aggregate.

   3. Nature of Claims and Failure of Essential Purpose. The waivers and limitations in this Section 15.4 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose.

4. Indemnification.

   1. Indemnification by Junior. Junior will defend Customer from and against any third-party claim to the extent alleging that a Service as operated by Junior, when used by Customer as permitted under the applicable Order, infringes or misappropriates a third-party’s patent, copyright, trademark, or trade secret, and will indemnify and hold harmless Customer against any damages and costs awarded against Customer (including reasonable attorneys’ fees) or agreed in a settlement by Junior resulting from the claim.

   2. Indemnification by Customer.Customer will defend Junior from and against any third-party claim to the extent resulting from Customer Data, Customer Materials, or Customer’s breach or alleged breach of Section 6 (Customer Obligations) and Section 2.3 (Restrictions), and will indemnify and hold harmless Junior against any damages and costs awarded against Junior (including reasonable attorneys’ fees) or agreed in a settlement by Customer resulting from the claim.

   3. Procedures.The indemnifying party’s obligations in this Section 16 are subject to it receiving: (a) prompt written notice of the claim; (b) the exclusive right to control and direct the investigation, defense, and settlement of the claim; and (c) all reasonably necessary cooperation of the indemnified party, at the indemnifying party’s expense for reasonable out-of-pocket costs. The indemnifying party may not settle any claim without the indemnified party’s prior consent if settlement would require the indemnified party to admit fault or take or refrain from taking any action (other than relating to use of the Services, when Junior is the indemnifying party). The indemnified party may participate in a claim with its own counsel at its own expense.

   4. Mitigation. In response to an actual or potential infringement or misappropriation claim or otherwise relating to violation of intellectual property rights, if required by settlement or injunction or as Junior determines necessary to avoid material liability, Junior may at its option: (a) procure rights for Customer’s continued use of the applicable Service; (b) replace or modify the allegedly infringing portion of the applicable Service to avoid infringement or misappropriation without reducing the Service’s overall functionality; or (c) terminate the affected Order and refund to Customer any pre-paid, unused fees for the terminated portion of the Subscription Term.

   5. Exceptions. Junior’s obligations in this Section 16 do not apply: (a) to infringement or misappropriation resulting from Output or from Customer’s modification of Services or use of Services in combination with items not provided by Junior (including Third-Party Platforms); (b) to unauthorized use of Services; (c) if Customer settles or makes any admissions about a claim without Junior’s prior consent; or (d) to Trials and Betas (as defined in Section 19) or other free or evaluation use.

   6. Exclusive Remedy.This Section 16 sets out Customer’s exclusive remedy and Junior’s entire liability regarding infringement or misappropriation of third-party intellectual property rights.

5. Confidentiality.

   1. Definition. “Confidential Information” means information disclosed to the receiving party (“Recipient”) under this Agreement that is designated by the disclosing party (“Discloser”) as proprietary or confidential or that should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. Junior’s Confidential Information includes the terms and conditions of this Agreement and any technical or performance information about the Services. Customer’s Confidential Information includes Customer Data.

   2. Obligations. As Recipient, each party will: (a) hold Confidential Information in confidence and not disclose it to third parties except as permitted in this Agreement, including Section 5.1 (Use of Customer Data); and (b) only use Confidential Information to fulfill its obligations and exercise its rights in this Agreement. At Discloser’s request, Recipient will delete all Confidential Information, except, in the case where Junior is the Recipient, Junior may retain the Customer’s Confidential Information to the extent required to continue to provide the Services. Recipient may disclose Confidential Information to its employees, agents, contractors, and other representatives having a legitimate need to know (including, for Junior, the subcontractors referenced in Section 21.8), provided it remains responsible for their compliance with this Section 17, and they are bound to confidentiality obligations no less protective than this Section 17.

   3. Exclusions. These confidentiality obligations do not apply to information that Recipient can document: (a) is or becomes public knowledge through no fault of the receiving party; (b) it rightfully knew or possessed prior to receipt under this Agreement; (c) it rightfully received from a third party without breach of confidentiality obligations; or (d) it independently developed without using Confidential Information.

   4. Remedies. Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section 17.

6. Required Disclosures. Nothing in this Agreement prohibits either party from making disclosures, including of Customer Data and other Confidential Information, if required by applicable laws, subpoena, or court order, provided (if permitted by law) it notifies the other party in advance and cooperates in any effort to obtain confidential treatment.

7. Trials and Betas.If Customer receives access to Services or features thereof on a free or trial basis or as an alpha, beta, or early access offering (“Trials and Betas”), use is permitted only for Customer’s internal evaluation during the period designated by Junior (or if not designated, 30 days). Trials and Betas are optional and either party may terminate Trials and Betas at any time for any reason. Trials and Betas may be inoperable, incomplete, or include features that Junior may never release, and their features and performance information are Junior’s Confidential Information.Notwithstanding anything else in this Agreement, Junior provides no warranty, indemnity, SLA, or support for Trials and Betas, and its liability for Trials and Betas will not exceed US$50.

8. Publicity.Neither party may publicly announce that the parties have entered into this Agreement, except with the other party’s prior consent or as required by Laws. However, Junior may include Customer and its trademarks in Junior’s customer lists and promotional materials but will cease further use at Customer’s written request.

9. General Terms.

   1. Assignment. Neither party may assign this Agreement without the prior consent of the other party, except that either party may assign this Agreement in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all its assets or voting securities to the other party involved in such transaction. Any non-permitted assignment is void. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns.

   2. Governing Law, Jurisdiction and Venue. This Agreement is governed by the laws of the State of Delaware and the United States without regard to conflicts of laws provisions that would result in the application of the laws of another jurisdiction and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to this Agreement will be the state and United States federal courts located in New York, New York, and both parties submit to the personal jurisdiction of those courts.

   3. Notices. All notices given under this Agreement shall be in writing and shall be deemed given upon receipt. All notices shall be sent to the parties at their respective address on the Order Form, or to such email address or address as subsequently modified by written notice given in accordance with this section. For Junior, all legal notices must be addressed tolegal@myjunior.ai.

   4. Entire Agreement. This Agreement (which includes all Orders, Exhibits, and the Policies) is the parties’ entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter. In this Agreement, headings are for convenience only and “including” and similar terms are to be construed without limitation. This Agreement may be executed in counterparts (including electronic copies and PDFs), each of which is deemed an original and which together form one and the same agreement.

   5. Amendments. Any amendments, modifications, or supplements to this Agreement must be in writing and signed by each party’s authorized representatives or, as appropriate, agreed through electronic means provided by Junior. Nonetheless, with notice to Customer, Junior may modify the Policies to reflect new features or changing practices, but the modifications will not materially decrease Junior’s overall obligations during a Subscription Term. The terms in any Customer purchase order or business form will not amend or modify this Agreement and are expressly rejected by Junior; any of these Customer documents are for administrative purposes only and have no legal effect.

   6. Waivers and Severability. Waivers must be signed by the waiving party’s authorized representative and cannot be implied from conduct. If any provision of this Agreement is held invalid, illegal, or unenforceable, it will be limited to the minimum extent necessary so the rest of this Agreement remains in effect.

   7. Force Majeure. Neither party is liable for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) due to events beyond its reasonable control, such as a strike, blockade, war, pandemic, act of terrorism, riot, Internet or utility failures, refusal of government license, or natural disaster (“Force Majeure Events”).

   8. Subcontractors. Junior may use subcontractors and permit them to exercise Junior’s rights, but Junior remains responsible for their compliance with this Agreement and for its overall performance under this Agreement.

   9. Independent Contractors. The parties are independent contractors, not agents, partners, or joint venturers.

   10. Export. Customer will comply with all relevant U.S. and foreign export and import Laws in using any Service. Customer: (a) represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country; (b) agrees not to access or use Services in violation of any U.S. export embargo, prohibition, or restriction; and (c) will not submit to the Services any information controlled under the U.S. International Traffic in Arms Regulations.

   11. Conflicts in Interpretation. If there are inconsistencies or conflicts between the terms of the body of this Agreement and the terms of any Schedules, exhibits, attachments, addenda, Policies, and other documents attached to or incorporated by reference in this Agreement, the order of precedence is as follows: (a) the Order Form; (b) the terms of this Agreement; and (c) the Documentation.

Exhibit A

Junior Service Level Agreement and Support Policy

The terms of this Service Level Agreement apply with respect to the Services described in Orders.

1. Additional Defined Terms. In addition to capitalized terms used in the Agreement, the capitalized terms in this Service Level Agreement have the following definitions:

1. “Emergency Maintenance” means critical changes to a Service that cannot wait for Scheduled Maintenance including changes that could destabilize the Service if not addressed expeditiously, security related issues, or technical problems that could impact the availability of a Service.

2. “Scheduled Maintenance” means Vendor’s scheduled routine maintenance for a Service including to fix non-critical errors and implement Service changes including to the Software.

3. “Uptime” means the time a Service is available during each calendar month.

2. Target Uptime. Vendor will use commercially reasonable efforts to meet or exceed an Uptime of 99.5%.

3. Exclusions. The calculation of Uptime will not include unavailability due to any of the following (collectively “Uptime Exclusions”): (a) Customer’s use of a Service in a manner not authorized in the Agreement, Documentation; (b) general Internet problems; (c) Force Majeure Events or other factors outside of Vendor’s reasonable control; (d) Customer Software, equipment, network connections or other infrastructure; (e) Third-Party Platforms or other third party systems, acts, or omissions; (f) Scheduled Maintenance; or (g) Emergency Maintenance.

4. Service Credits. If a Service fails to meet Uptime in a particular calendar month, Vendor verifies such failure, and Customer makes a request for credit within 30 days after the end of such calendar month, Customer will be entitled to a credit based on the rolling average of the monthly fees due for the affected Service in the three previous calendar months, which will be calculated as follows (“Service Credit”):

Vendor will apply each Service Credit to Customer’s next invoice if Customer’s account is fully paid up and there are no outstanding payment issues or disputes. Customer will not receive any refund for any unused Service Credits. Service Credits in any calendar month will not exceed 20% of the calendar monthly fees due. Service Credits constitute liquidated damages and are not a penalty. Service Credits are Customer’s exclusive remedy, and Vendor’s entire liability, for Vendor’s failure to meet the Uptime.

Support Policy

Junior will remotely provide assistance to Customer with the resolution of problems with the Services described in Orders in accordance with the following terms.

1. Support Hours. Support is provided during Junior’s normal business hours (9AM – 9PM EST not including Saturdays and Sundays and holidays) (“Support Hours” and “Support Days” respectively). Junior’s holidays include US public holidays.

2. Incident Submission and Customer Cooperation. Customer shall identify, investigate and attempt to resolve all problems with the Service (each an “Incident”) prior to contacting Junior, and should only escalate Customer problems to Junior after exhausting all reasonable means available to Customer to resolve the Incident, including Documentation and training. In the event Customer is not able to resolve the Incident, it should be escalated to Junior Support using the following process. Customer may report Incidents by contacting Junior at the applicable email or phone number specified in the table below. Customer shall report all Priority Level 1 Incidents by phone and email to the phone number and email address set forth in the table below. All other Incidents shall be reported by email. Customer agrees to provide Junior with reasonable access to all necessary personnel to answer questions about any Incidents reported by Customer regarding the Service. Junior does not guarantee performance of the Services if such access is not provided by Customer. When reporting an Incident, Customer shall provide information as reasonably required for Junior which includes the following information to Junior regarding the Incident:

Date Observed

Start time of Incident

Feature

Client OS

Client Browser type and Version

Aspects of the Service that are unavailable or not functioning correctly

Error Code or Wording of any message displayed by the Service and frequency

Relevant log files or data

List of steps Customer has used to reproduce Incident

Repeatable by Others: Yes/No

Additional Info/Attachments

1. Incident Response. Junior’s Support personnel will assign an Incident ID number and a priority level (“Priority Level”) to each Incident and seek to provide responses in accordance with the table below.

1. Support by Customer. Customer will provide all support to its Users and will manage and perform all communication with its customers. At no time will Junior be expected to communicate directly with Customer’s customers.

2. Exclusions.Junior will have no obligation to provide Support to the extent an Incident arises from: (a) use of the Service, including, without limitation, in a manner not consistent with the Documentation, AUP or specifications; (b) use in conjunction with systems, products or components not reasonably anticipated to be used with the Service or part thereof; (c) modifications to the Service that were neither made by or authorized by Junior; (b) Third-Party Platforms or other third-party systems; (c) Trials and Betas or other free or evaluation use; or (d) Technical Services deliverables.

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