CUSTOMER AGREEMENT

Last Updated – 08th November 2023‍

Effective Date- 08th November 2023

This Customer Agreement (“Agreement”) describes the terms under which Slashbit, Inc d/b/a Factors.ai (“Company”) provides an individual or entity, who subscribes to the Services and/or creates an Account with the Company (“You/Customer”) and their Authorized Users access to and use of the Services. By accessing and/or using the Services, a) You agree to be bound by this Agreement, b) You warrant to the Company that You have the legal capacity to enter into this Agreement, c) You agree that , in the event, You are entering into this Agreement on behalf of any entity or group, You possess the requisite authority to bind such entity or group to this Agreement. If You do not agree to this Agreement, You should immediately cease using the Services.

Company and Customer will be individually referred to as a “Party” and collectively as the “Parties”.

DEFINITIONS:

When used in this Agreement with the initial letters capitalized, in addition to terms defined elsewhere in this Agreement, the following terms have the following meanings:

“Account” means any accounts or instances created by or on behalf of the Customer for access and use of the Services.

“Affiliate” means an entity which, directly or indirectly, Owns or Controls, is Owned or is Controlled by, or is under common Ownership or Control with a Party.

“Authorized User” means any individual provided with access to the Services by Customer. 

“Control” means the power to direct the management or affairs of an entity. 

“Customer Data” means all electronic data, text, messages, or other materials, including Personal Data of the Customer, its Authorized Users, or End Users transmitted by the Customer or provided or obtained on the Customer’s behalf by Company for the purpose of performance of the Services under this Agreement.

“End User” means any person or entity other than the Customer or the Authorised Users whose data is transmitted by or on behalf of the Customer to the Services.

“Insight Data” means the company-level information of the Customer’s website visitors that is provided to the Customers through the Services.  Insight Data shall be de-identified such that it does not identify and cannot be used to identify a particular individual.

“Order Form” shall mean an ordering document for the Services, including without limitation statements of work, signed by both parties and incorporating the terms of this Agreement by reference. 

“Ownership” means the beneficial ownership of fifty percent (50%) or more of the voting equity securities or other equivalent voting interests of the entity.

“Personal Data” means any information relating to an identified or identifiable natural person that Customer provides to Company or that Company collects on behalf of Customer as part of the Services, and shall be construed to include “personal data” or “personal information” as defined in applicable laws.

“Processor” shall mean a natural or legal person, public authority, agency, or other body which processes Personal Data on behalf of the controller.

“Processing/To Process” means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction.

“Services” shall mean all the services provided by the Company including online web-based applications, APIs, bulk data exports, any documentation, alerts delivered via any channel, support, as ordered by Customer’s selection and acceptance of a Subscription Plan by means of (i) the online purchasing process on a Website operated by the Company or its Affiliates or (ii) an executed Order Form. 

“Subscription Plan” shall mean a specified pricing plan and term length with associated features, functionality, and volume tiers for the Services purchased by the Customer. 

“Website” means the website owned and operated by the Company, including https://www.factors.ai/

1. SERVICES AND SUPPORT

1.1 Subject to the terms of this Agreement, Company grants to Customer a limited, non-exclusive, non-transferable right to access and use the Services and the Insight Data solely for Customer’s internal business purposes and not for resale or further distribution. Customer’s right to access and use the Services shall be limited to the Subscription Plan for the Services purchased by Customer and all terms and conditions herein. Except for the rights expressly granted to Customer in this Agreement, Company retains all right, title and interest in and to the Services and Software (as defined below), all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with implementation services or support, including all related rights protected by applicable intellectual property laws, including U.S. copyright law, trade secrets, and international treaties. 

1.2 Company will use commercially reasonable efforts to provide Customer the Services in accordance with the Service Level Terms attached hereto as Exhibit B. As part of the registration process, the Customer will identify an administrative username and password for the Customer’s Account. Company reserves the right to refuse registration of or cancel passwords it deems inappropriate.  

1.3 Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with the terms set forth in Exhibit C.

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2. RESTRICTIONS AND RESPONSIBILITIES  

2.1 Customer shall be solely responsible for the activities under their Account for the use of the Services, including any Processing of Customer Data shared with the Company for the Services.

2.2 Customer will not, directly or indirectly: (i) license, sublicense, sell, rent, lease, transfer, assign, distribute, disassemble, reverse engineer, decompile, disassemble or make available the Services to any third-party other than the Authorized Users (ii)  attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); (iii) modify, hack, Services or otherwise attempt to gain unauthorized access to the Services or related systems or networks (iv) translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); (v) use the Services to process, store or transmit Customer Data, in violation of applicable laws and regulations, including but not limited to violation of any person’s privacy rights, export control laws/regulations and without the necessary consents and authorization; (vi) use the Services to store or transmit any content that infringes upon any person’s intellectual property rights; (vii) use the Services to knowingly post, transmit, upload, link to, send, or store any viruses, malware, trojan horses, time bombs, or any other similar harmful software; (viii) “crawl,” “scrape,” or “spider” any page, data, or portion of or relating to the Website(s) or the Services (through the use of manual or automated means); (ix) use the Services or any Software for time sharing or otherwise for the benefit of a third party; (x) access or use the Services for the purpose of building a competitive product or service or copying its features or user interface; or (xi) remove any proprietary notices or labels. 

2.3 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with this Agreement and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless the Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although the Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.  

2.4 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access, or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers, or other similar equipment (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, the Customer Account, Customer’s passwords (including but not limited to administrative and user passwords), and Customer’s files, and for all users of Customer Account or the Equipment with or without Customer’s knowledge or consent.

2.5 If the Company informs the Customer that a specified activity or purpose is prohibited with respect to the Services, Customer will ensure that it immediately ceases the use of Services for such prohibited activity or purpose.

3. PAYMENT OF FEES  

3.1 Customer will pay Company the then applicable fees described in the Order Form for the Services and implementation services in accordance with the terms therein (the “Fees”). If Customer’s use of the Services exceeds the service capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or the current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department at support@factors.ai.  

3.2 Subscription Plans are billed in advance of their respective terms and automatically renew at the end of their respective terms for an equivalent term, or as otherwise stated in the Order Form.

3.3 Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by the Company thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of the Services.  

3.4 Customer shall be responsible for all taxes associated with the Services other than Indian taxes based on the Company’s net income.

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4. DATA PRIVACY AND INFORMATION SECURITY  

4.1 The Company shall Process Personal Data of Authorized Users and/or End Users as a controller in accordance with the Company’s privacy policy available here Except for the foregoing, the Company shall Process Customer Data (including Personal Data) as a Processor in accordance with and subject to the terms of this Agreement.

4.2 Where the Company Processes Personal Data, this Agreement and the Company’s Data Processing Agreement shall apply to such Processing.

4.3 Customer represents and warrants that (a) it has provided and/or obtained, to the extent required by applicable law, all necessary notices, opt-out rights, cookie notices, and/or consent to the Processing of Personal Data by Company and its vendors for the purpose of providing the Services; (b) any Processing of Personal Data is in accordance with applicable law; and (c) the transmission of Customer Data to the Company does not conflict with any other obligation of the Customer. Customer is responsible for the loss, damage, destruction, and unlawful transmission of Personal Data in violation of this clause and Customer acknowledges and agrees that the Company shall have no liability for claims arising from Customer’s failure to comply with this clause. 

4.4 The Company shall use appropriate technical and organizational measures to protect the Customer Data. The measures used are designed to provide a level of security appropriate to the risk of Processing Customer Data. The Company shall, without undue delay, notify the Customer of any accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to the Customer Data Processed by the Company.

4.5 Customer acknowledges and agrees that the Company and its group companies may access or disclose information about the Customer, Customer Account, or Authorized Users including Customer Data, in order to (a) comply with the law, respond to lawful requests or legal process; or (b) to seek advice from professional advisors who advise and assist the Company in enforcing Company contracts and policies, and in relation to any disputes Company may become involved in. Further, at Company’s sole discretion, any suspected fraudulent, abusive, or illegal activity by the Customer may be referred to law enforcement authorities.

4.6 Company will delete or return Customer Data upon request. Upon cessation or termination of the Company’s relationship with Customer, either by the Company or the Customer, the Company has no obligation to store any Customer Data and will delete Customer Data in its possession within a period of ninety (90) days from the date of termination of the Customer’s Account. This requirement shall not apply to the extent that the Company is mandated by applicable law to retain some or all of the Customer Data or retention of Customer Data is required for the defence of legal claims, in which event the Company shall isolate and protect the Customer Data from any further Processing.

4.7 Customer acknowledges and agrees that (a) the Company generates Insight Data through the use of information provided by third-party data sources that have contractually agreed to obtain all necessary approvals, consents, authorizations, and legal bases, as applicable, to Process such third-party data (“Third Party Vendors”); (b) subject to clause 4.8 the Company generates Insight Data solely for the benefit of Customer and for no other purposes; and (c) subject to clause 4.8 the Company does not, and does not permit any third party to, link Insight Data to Personal Data of any End User.  Customer agrees that Customer will Process Insight Data in accordance with applicable law and the terms of this Agreement.  Upon termination of this Agreement or upon request from the Company, the Customer shall delete all the Insight Data within 15 days of such termination or request including any back-up copies and provide written confirmation of such deletion.

4.8 In the event the Customer chooses to use Clearbit services which is one of the Company’s Third-Party Vendors, Customer acknowledges that agrees that the e-mail ID of the Authorized Users may be used by Clearbit for their marketing purposes and the IP addresses of the End Users that is shared with Clearbit for the purpose of providing the Clearbit services, may be used by Clearbit for the purposes of improving the Clearbit services. 

4.9 Customer acknowledges and agrees that when the Services permit Customer to integrate with third-party application(s) or service(s) via API or similar technology using the Customer’s own accounts with such third-party (“Third-party Service Providers”), Customer shall be responsible for providing/obtaining all necessary notices, opt-out rights, cookie notices, and/or consent to such Processing by Third-Party Service Providers in accordance with applicable law.  By integrating the Services with such Third-party Service Providers, Customer assumes all risks associated with such integration. The Company shall not be liable for the Customer’s enablement, access, or use of Third-Party Service Provider(s), including Customer Data transmitted or Processed by such Third-Party Service Providers. The Company shall only be liable for Customer Data to the extent it is Processed in the Company’s systems or production environments.   ‍

5 CONFIDENTIALITY: PROPRIETARY RIGHTS  

5.1 If Customer chooses, or is provided with, a user identification code, login, password, or any other piece of information as part of the Company’s security procedures, the Customer must treat such information as confidential. Customer must not disclose it to any third party. Company has the right to disable any user identification code or password, whether chosen by the Customer or allocated by the Company, at any time, if in Company’s reasonable opinion, Customer has failed to comply with any of the provisions of this Agreement. Company will not be responsible for any activities, including any attempted or actual access or loss of data occurring under Customer Account as a result of Customer’s non-compliance with its obligations under this clause.

5.2 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of the Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services. The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in the performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public, (b) was in its possession or known by it prior to receipt from the Disclosing Party, (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party, or (e) is required to be disclosed by applicable law.

5.3 Customer shall own all right, title and interest in and to the Customer Data, Customer grants the Company a right and license to Process the Customer Data for the purpose of providing, supporting, operating, maintaining, and improving the Services.

5.4 Notwithstanding anything to the contrary, the Company shall have the right to collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Processing of Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data solely in an aggregated and anonymized or other de-identified forms to improve and enhance the Services and (ii) disclose such data solely in aggregate or other de-identified forms in connection with its business. No rights or licenses are granted except as expressly set forth herein.  

5.5 Feedback. If Customer or its Authorized Users provide the Company any suggestions, recommendations, or other feedback relating to Company’s current or future products or services (“Feedback”), Company shall have the right to use the Feedback in any manner, including, but not limited to future enhancements and modifications to the Services. Customer hereby grants to the Company and its assigns a perpetual, worldwide, fully transferable, sublicensable, fully paid-up, irrevocable, royalty free license to use, reproduce, modify, create derivative works from, distribute, and display the Feedback in any manner and for any purpose, in any media, software, or technology of any kind now existing or developed in the future, without any obligation to provide attribution or compensation to Customer or any third party. In addition, Company shall be free to reuse all general knowledge, experience, know-how, works and technologies (including ideas, concepts, processes and techniques) related to or acquired during provision of the Services.

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6. WARRANTY AND DISCLAIMER 

Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the implementation services in a professional and workmanlike manner. The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.  

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7. TERM AND TERMINATION 

7.1 Subject to earlier termination as provided below, this Agreement is for the “Initial Service Term” as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.  

7.2 In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, Company will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter Company may, but is not obligated to, delete stored Customer Data. All clauses of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.‍

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8. INDEMNITY 

8.1 Company shall hold Customer harmless from liability to third parties resulting from an actual infringement by the Service of any patent or any copyright or misappropriation of any trade secret, provided Company is promptly notified of any and all threats, claims, and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement.   Company will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Service

(i) not supplied by Company,

(ii) made in whole or in part in accordance with Customer specifications,

(iii) that are modified after delivery by Company,

(iv) combined with other products, processes or materials where the alleged infringement relates to such combination, 

(v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or

(vi) where Customer’s use of the Service is not strictly in accordance with this Agreement. 

If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense(a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality,

(b) obtain for Customer a license to continue using the Service, or

(c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Service.  

8.2 Customer will defend, indemnify and hold harmless the Company, its suppliers and licensors, and its respective subsidiaries, Affiliates, officers, agents, employees, representatives, and assigns, from any costs, damages, expenses, and liability caused by Customer’s use of the Services or Third-Party Service Providers, Customer’s violation of this Agreement, Customer Data, or Customer’s violation of any rights of a third party through use of the Services.

9. LIMITATION OF LIABILITY  

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, THE COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

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10. TRADEMARKS AND PUBLICITY  

10.1 Company Trademark. “FactorsAI”, the Factors logo, and any other product or service name or slogan displayed on the Services are trademarks of the Company or its Affiliates, and its suppliers or licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of the Company or the applicable trademark holder. In addition, the look and feel of the Services, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of the Company and may not be copied, imitated or used, in whole or in part, without prior written permission.  

10.2 Publicity. Customer agrees to allow the Company, and hereby does provide the Company with the necessary rights and licenses, to use Customer’s name and logo on the Company Websites, blog and/or in marketing materials, including case studies and as press references, to identify Customer as a customer of the Company. Customer agrees to act as a customer reference for the Services and Customer agrees to respond reasonably to all such reference contacts.

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11. MISCELLANEOUS

11.1 Governing Law - This Agreement shall be governed by and construed in accordance with the internal law of the State of Delaware, United States of America. Any dispute arising under these terms and conditions shall be subject to the jurisdiction of the courts of Delaware. The Customer agrees to reasonably cooperate with the Company to serve as a reference account upon request. 

11.2 Assignment - This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent. 

11.3 Entire Agreement - This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement. Company may amend this Agreement from time to time, in which case the new Agreement will supersede prior versions. The Company will notify the Customer not less than ten (10) days prior to the effective date of any amendments to this Agreement and the Customer’s continued use of the Service(s) following the effective date of any such amendment may be relied upon by the Company as Customer’s acceptance of any such amendment.

11.4 Effect of Termination - The terms and conditions which by their nature are intended to survive termination of this Agreement shall survive, including Restrictions, Disclaimer, Confidentiality; Proprietary Rights, Feedback, Intellectual Property, Indemnity, and Limitation of Liability.  

11.5 Severability - If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.  

11.6 Others - No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

11.7 Notice- All notices to be provided by the Company to the Customer under this Agreement may be delivered in writing (i) by a nationally recognized overnight delivery service (“Courier”) or to the contact mailing address provided by the Customer in the relevant Order Form; or (ii) electronic mail to the e-mail address provided by the Customer. Company’s address for a notice to the Company: (i) in writing by Courier to 3524 Silverside Road Suite 35B Wilmington, DE 19810 or (ii) by electronic mail is [●]. All notices shall be deemed to have been given immediately upon delivery by electronic mail, or if otherwise delivered upon receipt or, if earlier, two (2) business days after being deposited in the mail or with a Courier as permitted above.

Exhibit B  

Service Level Terms- The Services shall be available 99%, measured monthly, excluding holidays and weekends and scheduled maintenance. If the Customer requests maintenance during these hours, any uptime or downtime calculation will exclude periods affected by such maintenance. Further, any downtime resulting from outages of third-party connections or utilities or other reasons beyond the Company's control will also be excluded from any such calculation. Customer's sole and exclusive remedy, and Company's entire liability, in connection with Service availability, shall be that for each period of downtime lasting longer than one hour, Company will credit Customer with 2% of Service fees for each period of 6 hours or more consecutive minutes of downtime; provided that no more than one such credit will accrue per day. Downtime shall begin to accrue as soon as Customer (with notice to Company) recognizes that downtime is taking place, and continues until the availability of the Services is restored. In order to receive downtime credit, the Customer must notify Company in writing within 24 hours from the time of downtime, and failure to provide such notice will forfeit the right to receive downtime credit. Such credits may not be redeemed for cash and shall not be cumulative beyond a total of credits for one (1) week of Service Fees in any one (1) calendar month in any event. Company will only apply a credit to the month in which the incident occurred. Company's blocking of data communications or other Services in accordance with its policies shall not be deemed to be a failure of the Company to provide adequate service levels under this Agreement.

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Exhibit C - Support Terms

Company will provide Technical Support to Customer via both telephone and electronic mail on weekdays during the hours of 9:00 am through 5:00 pm Indian Standard time, with the exclusion of National Holidays (“Support Hours”). Customer may initiate a helpdesk ticket during Support Hours by emailing support@factors.ai. Company will use commercially reasonable efforts to respond to all Helpdesk tickets within one (1) business day.