This SORBA.ai Master Subscription Agreement (“Agreement”) is entered into on the date of the first signed proposal (“Effective Date”) by SORBOTICS LLC dba SORBA.ai ("SORBA.ai") and Customer. This Agreement governs Customer’s access to and use of the SORBA.ai’s proprietary solution described in each Proposal mutually executed by the parties.

1. DEFINITIONS

“Asset(s)” means that specific Customer asset(s) described on the applicable Proposal as being controlled or monitored by the SORBA.ai System.
“Authorized Location” means the physical or virtual environment owned or controlled by Customer (or operated by a third-party infrastructure provider under Customer’s control), as described on the applicable Proposal.
“Authorized Users” are those individuals who are Customer employees or contractors authorized by Customer to access the Hosted Platform and/or use the SORBA.ai System.
“SORBA.ai API” means SORBA.ai’s application programming interface, comprised of specifications and instructions, which describes how the SORBA.ai System interoperates and exchanges information with third-party hardware, software and services, including Third-party Services (defined in Section 3.3 below).
“SORBA.ai System” means SORBA.ai’s proprietary solution configured for Customer consisting of the Hosted Platform, Licensed Software, Devices and Equipment (if any is to be provided by SORBA.ai), as described in the applicable Proposal.
“Customer Data” means (i) all data collected from the Assets through the Devices and uploaded to the Hosted Platform and (ii) all data generated from the processing of Customer Data in the course of Customer’s use of the SORBA.ai System.
“Equipment” means hardware or virtualized infrastructure, including cloud-based virtual machines or customer-managed cloud infrastructure, provided by either SORBA.ai or Customer which meets the technical requirements set forth in the Documentation on which the Licensed Software is installed, such as edge servers at the Authorized Location.
“Devices” means the third-party manufactured cameras and other hardware devices provided by SORBA.ai for use to capture Asset conditions, other safety and security data and communicate with the Hosted Platform.
“Documentation” means the user manuals and other technical documentation made generally available online by SORBA.ai for its customer base for use with the SORBA.ai System.
“Hosted Platform” means SORBA.ai’s proprietary hosted software solution that provides artificial intelligence driven services for industrial processes and manufacturing operations, as further described on the applicable Proposal.
“Intellectual Property Rights” means any and all copyrights, patent rights, trade secrets, trademarks, design rights, moral rights, rights of publicity, authors’ rights, contract and licensing rights, goodwill and all other forms of intellectual property rights as may exist now and/or hereafter come into existence, and all renewals and extensions thereof, regardless of whether such rights arise under the laws of the United States or any other state, country or jurisdiction.
“Licensed Software” means the object code executable version of SORBA.ai’s proprietary software to be installed on Equipment, together with any modifications or updates released during the applicable Subscription Term.
“Proposal” means the mutually executed Proposal that incorporates this Agreement by reference and specifies the particular modules for the Hosted Platform and Licensed Software to be provided by SORBA.ai to Customer, as well as the Authorized Location, Assets, Device type and quantity, Equipment (if any is to be provided by SORBA.ai, and whether such Equipment is to be leased or sold to Customer), Subscription Term, applicable fees, and any other applicable restrictions or limitations.
“Subscription Term” means the subscription term set forth in the applicable Proposal, which will begin upon the earlier of (i) initial activation of Customer’s Account for the Hosted Platform, or (ii) ninety (90) days from the date the Proposal is executed by Customer and SORBA.ai.

2. USE OF THE SORBA.AI SYSTEM

Use Rights: SORBA.ai will provide the Devices, Equipment (if any is to be provided by SORBA.ai) and Licensed Software and access to the Hosted Platform for the SORBA.ai System described in the applicable Proposal for Customer and its Authorized Users to use in accordance with the terms and conditions of this Agreement. Subject to the terms and conditions of this Agreement and the applicable Proposal, SORBA.ai hereby grants Customer and its Authorized Users a non-transferable, non-exclusive, non-sublicensable and limited use license during the applicable Subscription Term to:
Install, as needed, the Licensed Software on Customer-provided Equipment, and use the Licensed Software on the Equipment at the Authorized Location(s).
Install and use the Devices to monitor the Assets at the Authorized Location(s).
Access and use the Hosted Platform solely for Customer’s internal business purposes to collect and process data collected from such Devices.
Use and reproduce a reasonable number of copies of the Documentation in connection with Customer’s authorized use of the SORBA.ai System.
Use and reproduce the SORBA.ai API solely as necessary to integrate the SORBA.ai System with Customer’s other third-party hardware, software and services, including Third-party Services.
Restrictions: Customer will not, and will not permit or authorize any Authorized User or other party to: (i) modify, disassemble, decompile or reverse engineer or attempt to derive the source code of the software or technology providing the SORBA.ai System (except as permitted by law); (ii) disrupt or interfere with the operation, integrity or functionality of the SORBA.ai System; (iii) resell, distribute, sublicense, lease, transfer or share the SORBA.ai System with or for the benefit of any third-party; (iv) upload to or use the SORBA.ai System to store or transmit harmful or malicious code or routines, such as viruses, trojan horses, worms, time bombs, cancel bots, or other programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data, or information; (v) remove, modify or otherwise tamper with proprietary notices or legends on the SORBA.ai System or Documentation; (vi) attempt to probe, scan, penetrate, breach or test the vulnerability of the SORBA.ai System or disable or circumvent the SORBA.ai System’s security or authentication measures; (vii) use or access the SORBA.ai System for the purpose of building a competitive product or service; (viii) publicly disseminate performance information or analysis (including benchmarks) relating to the SORBA.ai System; or (ix) use the SORBA.ai System for any unlawful purpose or in a manner which violates or infringes any laws, rules, regulations, third-party intellectual property or privacy rights. SORBA.ai reserves the right, without limiting any other right or remedy, to immediately suspend Customer’s Account and all Authorized Users access to and use of the Hosted Platform and/or terminate this Agreement for cause if SORBA.ai determines in good faith that Customer or any of its Authorized Users is engaging (or has engaged) in any of the prohibited activities set forth above or is otherwise causing immediate, material and ongoing harm to SORBA.ai or its other customers.
Open-Source Software: The Licensed Software may contain open-source software which is subject to terms and conditions imposed by the licensors of such third-party software, and which are available on request from SORBA.ai. Customer agrees to comply with terms and conditions contained in all such third-party software licenses with respect to the open-source software.
Availability: During the applicable Subscription Term, SORBA.ai will make the Hosted Platform available for access by Customer and its Authorized Users as set forth in SORBA.ai’s then-current Service Level Agreement, available at SORBA.ai/SLA.
Maintenance and Support: During the Subscription Term, SORBA.ai will provide standard technical support and maintenance to Customer during SORBA.ai’s standard business hours (currently Monday-Friday 9am-5pm Mountain Time, excluding holidays). SORBA.ai may modify the features and functionality of the Hosted Platform and Licensed Software from time to time. For the Hosted Platform, SORBA.ai will automatically provide any error corrections or other maintenance modifications and updates to Customer’s Account. For the Licensed Software, any error corrections or updates which SORBA.ai generally releases to its customers during the Subscription Term will be made available to Customer to download and promptly install on the Equipment. The foregoing maintenance and support obligations do not include provision of any add-on products, features, enhancements or services which SORBA.ai may make available on a commercial basis to its customer base for additional fees.

3. CUSTOMER RESPONSIBITIES

Account Management: Customer will be provided an account (“Account”) on the Hosted Platform through which Customer can manage access by its Authorized Users. Customer and its Authorized Users agree to: (i) provide accurate, current and complete Account information; (ii) maintain the security of any passwords and not share passwords with any other person; and (iii) immediately notify SORBA.ai of any unauthorized use of Customer’s Account or any other breach of security in relation to the SORBA.ai System known to Customer. Customer is solely and entirely liable for all activities conducted through Customer’s Account and for ensuring that all Authorized Users are aware of and comply with the terms and conditions of this Agreement.
Installation: Customer is responsible for, establishing an internet connection and setting up the Devices for Customer’s Assets at the Authorized Location in accordance with the Documentation either on its own or by contracting with an authorized SORBA.ai integration provider. If Customer does not purchase or lease Equipment from SORBA.ai, Customer is also responsible for providing its own Equipment and installing the Licensed Software on such Customer-provided Equipment. Customer is responsible for obtaining, maintaining, and supporting all internet access, computer hardware, and other third-party software or services needed to access and use the SORBA.ai System. Once Customer activates its Account for the Hosted Platform, the Licensed Software will be made available to Customer to download and install on the Equipment. Customer will implement appropriate safeguards and controls on the Equipment and Customer’s other computer systems and networks to protect the security and prevent unauthorized access to the SORBA.ai System.
Third-party Services:Customer acknowledges that the SORBA.ai System may include features or functionality that interoperate with services operated by third parties (“Third-party Services”) and Customer is responsible for ensuring that Customer’s use of the SORBA.ai System in connection with such Third-party Services complies with any policies, terms and rules applicable to such Third-party Services. Customer acknowledges such Third-party Services may be modified, suspended or discontinued at any time by a Third-party Service provider, and that SORBA.ai will not be liable to Customer for any such modification, suspension, or discontinuance.

4. DEVICE AND DELIVERY

Device Delivery:ai shall deliver the Devices and SORBA.ai-provided Equipment ordered promptly after the effective date of the applicable Proposal (or SORBA.ai’s acceptance of an add-on order, as described below), using reasonable commercial efforts to deliver within ten (10) business days of such order placement. All Device and SORBA.ai-provided Equipment orders shall be shipped Incoterms 2020 Ex Works from SORBA.ai’s facility or the facility of its contract manufacturer to Customer or its carrier agent, at which time risk of loss will pass to Customer. In the absence of specific shipping instructions from Customer, SORBA.ai will choose the method of shipment in its discretion. Customer will pay all freight, insurance, and other shipping expenses. The Devices will be deemed accepted upon delivery to Customer. The Devices and SORBA.ai leased Equipment are only provided to Customer for use as part of the SORBA.ai System during the Subscription Term and provision of the Devices and such SORBA.ai leased Equipment to Customer is a bailment. Customer shall maintain such Devices and Equipment in good working order and shall be solely responsible for loss or damage to such Devices and Equipment, and shall maintain insurance policies with sufficient coverage for such Devices and Equipment.
Add-On Orders: During the Subscription Term of an Proposal, Customer may submit add-on orders to additional Assets, Devices and Equipment for an existing Authorized Location on an existing Proposal. Fees for such add-on orders will be at SORBA.ai’s then current prices unless otherwise expressly set forth in the original Proposal. All add-on orders must (i) be in writing, (ii) reference this Agreement and the original Proposal and must be consistent with written quotations provided by SORBA.ai to Customer, if any, and (iii) will only be considered complete upon SORBA.ai’s written acceptance confirming such order. Purchase orders will be governed only by the terms and conditions of this Agreement and any different or additional terms in any given purchase order or any other document are deemed void and of no effect. Adding new Authorized Locations requires a new mutually executed Proposal.

5. FEES AND PAYMENTS

Fees:Customer agrees to pay all fees set forth in the Proposal to SORBA.ai. All fees are quoted in the United States dollars and all fees for the SORBA.ai System are non-cancellable and once paid are non-refundable except as otherwise expressly stated herein.
Payment Terms: Invoiced fees are due net thirty (30) days from the date of SORBA.ai’s invoice. Any sums not paid to SORBA.ai when due hereunder shall accrue interest daily at the lesser of a monthly rate of one and a half percent (1.5%) or the highest rate permissible by law on the unpaid balance until paid in full. If Customer orders the SORBA.ai System(s) through a reselling entity, such entity is acting as Customer’s billing agent for payments due under this Agreement, and any non-payment by the reselling entity will be deemed a non-payment by Customer.
Taxes: Customer will pay or reimburse SORBA.ai for all sales, use, value-added and other taxes (except taxes on SORBA.ai's net income), and all customs, duties and tariffs now or hereafter claimed or imposed by any governmental authority upon the sale or lease of the Devices or Equipment or licensing of the Licensed Software and/or access to the Hosted Platform to Customer, or upon payments to SORBA.ai under this Agreement.

6. PROPRIATARY RIGHTS

AI System: SORBA.ai and its licensors own and retain all rights, title and interest in and to all Intellectual Property Rights in the SORBA.ai Hosted Platform, Licensed Software and Documentation, including all improvements, modifications, enhancements, analytics or derivative works of or included with the foregoing. The Devices and SORBA.ai leased Equipment are only provided to Customer as a bailment for use as part of the SORBA.ai System during the Subscription Term, and title or ownership in the Devices and SORBA.ai leased Equipment will be retained by SORBA.ai. Customer shall immediately notify SORBA.ai of any claim which may be averse to SORBA.ai’s interest in the SORBA.ai System. Any rights not expressly granted under this Agreement are reserved by SORBA.ai and its licensors.
Customer Data: As between the parties, Customer owns and retains all rights, title and interest in and to all Intellectual Property Rights in the Customer Data. Customer grants SORBA.ai, a worldwide, limited term license to access, use, host, reproduce, modify, distribute and display the Customer Data for the purpose of providing the SORBA.ai System on Customer’s behalf. To the extent any personally identifiable information or third-party data is included with the Customer Data, Customer shall acquire all necessary rights and licenses for Customer to share such Customer Data with SORBA.ai. Customer acknowledges and agrees SORBA.ai may also use the Customer Data on an aggregated and anonymous basis to improve and enhance SORBA.ai’s systems, algorithms, products and services so long as such data does not include any personally identifiable information or Customer-specific information.
Feedback: If Customer provides SORBA.ai with any suggestions, requests, corrections or other feedback relating to the SORBA.ai System (“Feedback”), Customer hereby grants to SORBA.ai a worldwide, perpetual, irrevocable, royalty-free, transferable, non-exclusive right to freely disclose, reproduce, distribute, sublicense, modify, exploit and otherwise use and commercialize the Feedback in connection with SORBA.ai’s business and include such Feedback in the SORBA.ai System, and other SORBA.ai products and services, without any obligations or restrictions.

7. CONFIDENTIAL INFORMATION

Confidential Information: “Confidential Information” means information that is disclosed by one party hereunder (“Disclosing Party”) to the other party (“Receiving Party”) that relates to the Disclosing Party’s past, present, and future research, development, business activities, products, services, methodologies and technical knowledge, whether commercial, financial, technical, strategic, proprietary or otherwise which is contained in any form whatsoever and which has been identified or otherwise designated confidential or proprietary to the Disclosing Party or which by its nature could reasonably be expected to be confidential under the circumstances in which it is disclosed. The Confidential Information of SORBA.ai shall also include the Hosted Platform, Licensed Software, Documentation and the terms of this Agreement. Confidential Information shall not include information which a Receiving Party is able to demonstrate: (1) is known publicly at the time of disclosure; (2) is generally known in the industry before disclosure; (3) has become known publicly, without fault of the Receiving Party, subsequent to disclosure by the Disclosing Party; (4) the Receiving Party becomes aware of, from a third-party not bound by non-disclosure obligations to the Disclosing Party and with the lawful right to disclose such information to the Receiving Party; or (5) was developed independently by the Receiving Party without use of the Disclosing Party’s Confidential Information and by persons without access to such Confidential Information. Each party agrees (a) to keep confidential all Confidential Information of the other party; (b) not to use or disclose the other party’s Confidential Information except to the extent necessary to perform its obligations or exercise rights under this Agreement; (c) to protect the confidentiality thereof in the same manner as it protects the confidentiality of similar information of its own (at all times exercising at least a reasonable degree of care in the protection of such Confidential Information), and to make Confidential Information available to authorized persons only on a “need to know” basis. All such authorized persons who have access to the other party’s Confidential Information must have a written confidentiality agreement with the Receiving Party that is no less restrictive than the terms contained herein. Notwithstanding the foregoing, this Section 7 will not prohibit the disclosure of Confidential Information to the extent that such disclosure is required by law or order of a court or other governmental authority or regulation provided that the Receiving Party first provides the Disclosing Party with prompt written notice of such requirement (provided such notice is legally permissible) and reasonable cooperation to the Disclosing Party (at the Disclosing Party’s expense) should it seek protective arrangements for the production of such Confidential Information.

8. WARRANTY AND DISCLAIMERS

Functional Warranty: During the applicable Subscription Term, SORBA.ai warrants to Customer that the SORBA.ai System, including the Hosted Platform, Licensed Software and Devices, will operate substantially in conformance with the functions and features described in the applicable Documentation when used in accordance with such Documentation and this Agreement. SORBA.ai will pass through to Customer the applicable warranty from the applicable third-party manufacturer of any Equipment provided by SORBA.ai to Customer. As Customer’s sole and exclusive remedy for any warranty breach, SORBA.ai shall use commercially reasonable efforts to correct any non-conformances which have been brought to SORBA.ai’s support team’s attention. The above remedy is available only if SORBA.ai is promptly notified in writing of the non-conformance, and in sufficient detail for the non-conformance to be reproducible by SORBA.ai. These limited warranties are void if SORBA.ai determines a non-conformance was caused by: (i) Customer Data, Third-party Services, Customer-provided Equipment or any other material of software not furnished by SORBA.ai, including without limitation failure of Customer-provided Equipment to meet the technical requirements set forth in the Documentation; (ii) any alteration or modification of the Hosted Platform, Licensed Software Devices or Equipment made by Customer or any third-party; or (iii) accident, abuse or misuse, or any other use of Hosted Platform, Licensed Software, Equipment or Devices not consistent with this Agreement, the applicable Proposal and/or applicable Documentation. If SORBA.ai determines that a faulty Device or faulty SORBA.ai-provided Equipment is the source of the non-conformance, Customer will need to obtain an RMA number and instructions from SORBA.ai prior to returning the Device or Equipment and obtaining a replacement
Disclaimer: Except as expressly provided in Section 8.1 above, the SORBA.ai System is provided to Customer on an "AS IS" basis and without warranty. SORBA.AI makes no warranty that the HOSTED PLATFORM AND SORBA.AI SYSTEM will be provided uninterrupted or error-free. SORBA.AI DOES NOT MAKE ANY GUARANTEES, REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY OR COMPLETENESS OF CUSTOMER DATA COLLECTED OR TRANSMITTED; COMPATIBILITY OR INTEROPERABILITY OF THE HOSTED PLATFORM WITH CUSTOMER'S SYSTEMS, INCLUDING WITHOUT LIMITATION THIRD-PARTY SERVICES; OR FOR THE QUALITY OR EFFECTIVENESS OF ANY ALERTS OR OTHER COMMUNICATIONS MADE THROUGH THE SORBA.AI SYSTEM. ANY ALERTS TRANSMITTED VIA THE SORBA.AI SYSTEM ARE BASED ON PRE-DETERMINED CHARACTERISTICS AND PARAMETERS, AND NOT A SUBSTITUTE FOR CUSTOMER’S EXERCISE OF REASONABLE JUDGMENT OR CUSTOMER’S OTHER SAFETY AND SECURITY SYSTEMS. SORBA.AI DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE SORBA.AI SYSTEM, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

9. INDEMNITY

By SORBA.ai: SORBA.ai will defend, and hold harmless Customer, and its respective subsidiaries, affiliates, officers, from any third-party claim or suit against Customer based on a claim that the technology used to provide the Hosted Platform or the authorized use of the Licensed Software or Devices infringes any United States patent, copyright, trademark or trade secret and SORBA.ai shall pay any final judgment entered against Customer in any such proceeding or agreed to in settlement. If Customer’s use of the SORBA.ai System is, or is likely, in SORBA.ai’s reasonable determination, to be enjoined, SORBA.ai may, without limiting its indemnity obligations hereunder, procure the right for Customer to continue to use the SORBA.ai System or modify the Hosted Platform or Licensed Software in a manner that has materially equivalent functionality so as to avoid such injunction. If the foregoing options are not available on commercially reasonable terms and conditions, SORBA.ai may terminate the Agreement upon written notice and refund to Customer on a pro-rata basis any pre-paid fees attributable to the unused portion of the Subscription Term for the applicable Proposal. SORBA.ai will not be responsible for any infringement claims to the extent they are based upon (i) the use of Customer Data, Third-party Services, Customer-provided Equipment or any other material of software not furnished by SORBA.ai, including use of the foregoing in combination of the SORBA.ai System, where such claim would not have arisen but for such use or combination; (ii) the alteration or modification of the Licensed Software, Equipment or Devices made by or for Customer without SORBA.ai's written consent, if such infringement would have been avoided in the absence of such alteration or modification; (iii) any other use of the SORBA.ai System outside the scope of the applicable Documentation, Proposal or this Agreement; (iv) any action or omission of Customer for which Customer is obligated to indemnify SORBA.ai under Section 9.2 below; or (v) the claim could be avoided by Customer's use of an updated version of the Licensed Software provided by SORBA.ai to Customer. THIS SECTION 9.1 STATES SORBA.AI’S ENTIRE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR INTELLECTUAL PROPERTY INFRINGEMENT AND MISAPPROPRIATION CLAIMS BASED ON THE SORBA.AI SYSTEM.
By Customer: Customer shall indemnify, defend, and hold harmless SORBA.ai and its respective subsidiaries, affiliates, officers, from any third-party claim or suit against SORBA.ai based on a claim: (i) arising out of Customer’s use the SORBA.ai System in breach of Section 2.1 or 2.2 of this Agreement or which violates any applicable laws, rules, regulations; or (ii) alleging that the access, use or provision of any Customer Data violates any applicable law, regulation or the proprietary rights of others when used by SORBA.ai as permitted hereunder.
Indemnification Procedure: The party seeking indemnity (“Indemnified Party“) will give the party from whom indemnity is sought (“Indemnifying Party“) timely written notice of the claim for which indemnity is sought and control of the disposition thereof; provided, that failure to give timely notice will not relieve the Indemnifying Party of its obligations except to the extent that such untimely notice materially impairs the Indemnifying Party’s ability to defend such claim. The Indemnified Party will cooperate with the Indemnifying Party’s reasonable requests (at the Indemnifying Party’s expense) in connection with the defense and settlement of such claim. Neither party will settle any claim for which indemnity is sought unless: (i) such settlement includes an unconditional release of the Indemnified Party from all liability on the claim, or (ii) the Indemnified Party gives its prior written consent, not to be unreasonably withheld.

10. LIMITATION OF LIABILITY

EXCEPT IN THE EVENT OF WILLFUL MISCONDUCT OR BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, IN NO EVENT UNDER ANY CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE) ARISING OUT OF OR RELATING TO THE USE AND/OR INABILITY TO USE THE SORBA.AI SYSTEM, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT IN THE EVENT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, THE AGGREGATE LIABILITY OF SORBA.AI ARISING IN CONNECTION WITH THIS AGREEMENT AND/OR ITS SUBJECT MATTER, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, INCLUDING WITHOUT LIMITATION CONTRACT, STRICT LIABILITY, AND/OR OTHER TORT, SHALL IN NO EVENT EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER DURING THE TWELVE-MONTH PERIOD PROCEEDING THE INITIAL CLAIM. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION. THE PARTIES AGREE THAT THESE LIMITATIONS SHALL APPLY EVEN IF THIS AGREEMENT OR ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. The sections on limitation of liability and disclaimer of warranties allocate the risks in the Agreement between the parties. This allocation is an essential element of the basis of the bargain between the parties.

11. TERM AND TERMINATION

Term: This Agreement will commence on the Effective Date and will continue so long as there are active Proposal(s) in place between the parties. Each Proposal shall continue for the duration of the Subscription Term set forth therein. Unless otherwise specified in the applicable Proposal, each Proposal will be automatically renewed for additional periods of one (1) year each, at SORBA.ai’s then-current fees, unless either party provides the other party with written notice at least sixty (60) days in advance of the end of the initial term or renewal term of its intent not to renew.
Termination for Breach: If either party fails to materially comply with any provision of this Agreement or any Proposal, the other party may provide written notice to the breaching party and if the breaching party fails to cure such default within thirty (30) days, then this Agreement will terminate and Customer shall immediately cease use of the SORBA.ai System.
Effects of Termination: Upon the termination or expiration of this Agreement for any reason, all licenses granted under this Agreement shall be terminated and Customer will deinstall and delete all copies of the Licensed Software from the Equipment, and return all Devices and SORBA.ai leased Equipment to SORBA.ai in accordance with SORBA.ai’s instructions and RMA procedures. Each party will promptly return or destroy (and certify such destruction in writing) any Confidential Information of the other party. SORBA.ai will provide Customer limited access to its Account for the Hosted Platform in order to retrieve and download the Customer Data stored in the Hosted Platform for up to thirty (30) days after the expiration or termination of this Agreement. The provisions of Sections 5, 6, 7, 8.2, 9, 10, 11.3, 13, 14 and 15 of this Agreement shall survive termination or expiration of this Agreement.

12. EXPORT

Customer acknowledges that the laws and regulations of the United States may restrict the export and re-export of certain commodities and technical data of United States origin, including components of the SORBA.ai System. Customer agrees that it will not export or re-export all or any part of the SORBA.ai System without the appropriate United States or foreign government licenses. Without limiting the foregoing, (i) Customer represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports, (ii) Customer shall not permit access or use of the SORBA.ai System in violation of any U.S. export embargo, prohibition or restriction, and (iii) Customer shall comply with all applicable laws regarding the transmission of technical data exported from the United States and the country in which the Authorized Location is located.

13. FORCE MAJEURE

Other than for payment of money, a party shall be excused from any delay or failure in performance due to any labor dispute, government requirement, act of God, earthquake, fire, civil unrest, act of terror, epidemic, pandemic, internet congestion or failures, or any other cause beyond its reasonable control. Such party shall use commercially reasonable efforts to cure any such failure or delay and shall timely advise the other party of such efforts. If such delay continues for more than sixty (60) days, either party may, with no less than ten (10) days’ prior written notice, terminate this Agreement.

14. ASSIGNMENT

This Agreement is not assignable or transferable, in whole or in part, by either party without the other party’s prior written consent; provided, however, either party may assign the Agreement to any of its corporate affiliates or to a successor as a result of merger, consolidation, acquisition or sale of all or substantially all of such party’s assets so long as the assignee agrees in writing to assume all obligations and liabilities of the assigning party hereunder.

15. MISCELLANEOUS

Nothing in this Agreement is to be construed as creating an agency, partnership, or joint venture relationship between the parties hereto. Neither party shall have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other party, whether express or implied, or to bind the other party in any respect whatsoever. This Agreement will be governed by the laws of the State of Florida, excluding conflicts of law principles, and all suits hereunder will be brought solely in federal court for the District of Florida. Invalidity of any provision of this Agreement shall not affect the validity of the remaining provisions of this Agreement. This Agreement completely and exclusively states the agreement between Customer and SORBA.ai regarding its subject matter. It supersedes, and its terms govern, all prior proposals, agreements, or other communications between Customer and SORBA.ai, oral or written, regarding such subject matter. This Agreement shall not be modified except by a subsequently dated written amendment signed by the duly authorized representative of each party. In the event of a conflict between the terms of this Agreement and any Proposal or add-on order, the terms of this Agreement shall control except for a mutually signed Proposal in which the parties specifically identify their intent to amend this Agreement for the purposes of such Proposal.