TERMS AND CONDITIONS OF SALE 
The following terms and conditions along with the scope and pricing details in the Proposal exclusively govern the relationship between the Client and the Company regarding the provision and use of UptimeAI Services. 
1. DEFINITIONS  
The following terms have the following meanings under this Order and the Terms and Conditions of Sale: 
• “Agreement” means this Proposal document along with these terms and conditions.  The Executive Summary section of the Proposal is merely informative and shall not form a part of the Agreement. 
• “Company Materials” means the Software, related specifications, Documentation, Company’s Confidential Information, and any and all other proprietary documents, materials, devices, methods, processes, hardware, software and other technologies and inventions, technical or functional descriptions, requirements, plans or reports of Company, created, developed or authored by Company or its licensees, that are provided to Client or Users in connection with the Software or the Services. Company Materials also include the information technology infrastructure used by or on behalf of Company in performing the Services or providing the Software, including all computers, software, hardware, databases, electronic systems and networks, whether operated directly by Company or through the use of third-party services. 
• “Documentation” or “documentation” means any written, visual, or digital material provided by Company to Client that explains how the Software works, how it is built, how to use it, or how to maintain it.  
• “Go-Live” means the date following the completion of the Implementation Services on which the Services are launched live for a particular Site and made available to all Client Users. 
• “Implementation Services” means, collectively, all of the configuration and set-up services (as described in the Proposal) which shall be provided by Company to Client for each Site. 
• “Initial Term” means the initial term specified hereunder for each Site starting for the Kick-Off Date during which the Client will receive a subscription for the SaaS Services. 
• “Pilot” shall mean the implementation of the project on a trial basis for the Initial Term. 
• “Project Kick-off” refers to the meeting with the Site teams to initiate the implementation of the Software for that Site. 
• “Renewal Term” means the time period specified herein beginning on the first day following the last day of the Initial Term or any renewal term, as applicable, during which Client will continue to receive a subscription to the SaaS Services for a specific Site. 
• “SaaS Services” or “Services” means the cloud-based software-as-a-service offering made available by the Company to the Client pursuant to and as further described in the Proposal. The SaaS Services comprise access to and use of the Software, which are hosted, operated, and maintained by or on behalf of the Company in a multi-tenant or dedicated environment. The SaaS Services shall further include the provision of support, maintenance, updates, enhancements, and upgrades to the Software, in accordance with the support terms specified in this Agreement, any other ancillary, professional, or managed services expressly identified in the Order. For the avoidance of doubt, the SaaS Services do not include the supply of any hardware, Third Party Materials, or telecommunications or network connectivity services, except as expressly 
stated in the Order. 
• “Site” means each physical location, facility, or operational unit of the Client identified in the Proposal for which the SaaS Services are subscribed and provisioned by Company. Each Site shall be deemed a separate subscription instance for purposes of service activation, configuration, billing, and renewal, and shall be subject to a distinct Term as specified herein. 
• “Software” means any software, platform, APIs or any other application, portal or dashboard and any computer program or module related thereto, including all Documentation, new versions, updates, enhancements, customizations, upgrades, revisions, improvements and modifications of the foregoing - to which Client is provided access as part of the Saas Service. 
• “Subscription Fee” or “Fee” means the total bundled amount payable by Client for all Services, and includes the Implementation Services, support services, maintenance, training and all other services included in such bundled fee as more particularly described in the Proposal, as may be adjusted by the annual Inflation adjustment and the pro-rated pricing calculation, each as described in the Proposal. 
• "Term" shall mean Initial Term and Renewal Term(s) together.  
• “Users” means the employees and workforce members of Client who would need access to the Software for Client’s internal business purposes.  User shall not include any third parties without prior written approval of Company. 
2. SERVICES AND SUPPORT 
2.1. Subject to and conditioned on Client’s compliance with the terms and conditions of the Agreement, Company will use its best efforts to provide Client with the SaaS Services, as described in the Proposal, on a 
non-exclusive, non-transferable, non-sublicensable, non-assignable basis solely for Client’s internal business purposes as may be further described in the Order. Client’s may exercise this right only during the Term and in accordance with Documentation.  
2.2. The Software shall be available as per the uptime/availability standards of Company. Subject to the terms hereof, Company will provide the Client with technical support services in accordance with the terms set 
forth in accordance with the Company’s standard practice. 
2.3. Company reserves the right, in its sole discretion, to make any changes to the Software and Company Materials that it deems necessary or useful to: (a) maintain or enhance (i) the quality or delivery of 
Company's services to its Clients, (ii) the competitive strength of or market for Software and Services or (iii) the Software’s cost efficiency or performance or (b) to comply with applicable law. Company has and will 
retain sole control over the operation, provision, maintenance and management of the Software, Services and Company Materials, including the: (a) location(s) where any of the work is performed; (b) selection, 
deployment, modification and replacement of the Software; and (d) performance of support services and Software maintenance, upgrades, updates, corrections and repairs.
3. RESTRICTIONS AND RESPONSIBILITIES 
3.1. The Client will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how, or algorithms relevant to the Services or any Company Materials, documentation, or data related to the Services ; modify, translate, or create derivative works based on the Services or any Company Materials (except to the extent expressly 
permitted by the Company or authorized within the Services); use the Services or any Company Materials for timesharing or service bureau purposes or otherwise for the benefit of a third, or remove any proprietary 
notices or labels. 
3.2. Further, the Client may not remove or export from or allow the export or re-export of the Services, Company Materials or anything related thereto, or any direct product thereof in violation of any restrictions, laws, or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer 
software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement. 
3.3. Client shall at all times: (a) be responsible for the acts or omissions of Users; (b) be responsible for granting Company the access to the Client Data (as defined below) and Client Equipment (as defined below) and all information, instructions and materials as required for Company to perform its obligations under the Agreement; (c) provide Company personnel with timely access to Client’s premises as may be reasonably 
necessary for Company to perform the Services in accordance with the terms of the Agreement and (d) provide all cooperation and assistance as Company may reasonably request to enable Company to exercise 
its rights and perform its obligations hereunder. 
3.4. The Client 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, and the like (collectively, “Equipment”). The Client shall also be responsible for maintaining the security of the Equipment, Client account, passwords 
(including but not limited to administrative and user passwords), and files, and for all uses of the Client account or the Equipment with or without the Client’s knowledge or consent. 
3.5. Company is not responsible or liable for any delay or failure of performance caused in whole or in part by Client’s delay in performing, or failure to perform, any of its obligations under the Agreement.  Company’ 
adherence to any timelines and milestones specified in the Service Order shall depend on Client’s timely provision of all Client Data (in the format agreed between the parties) and other information and materials 
required by Company.  
4. CONFIDENTIALITY; PROPRIETARY RIGHTS 
4.1.  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 Company includes non-public information regarding features, functionality, and performance of the Service 
and Company Materials. Proprietary Information of Client includes non-public data provided by Client to Company to enable the provision of the Services (“Client Data”). The Receiving Party agrees: (i) to take 
reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in in use or performance of the Services or as otherwise permitted herein) or divulge to any third person any such 
Proprietary Information (provide that the Receiving Party may disclose Proprietary Information only to those employees, consultants and subcontractors having a need to access in order to perform the Receiving 
Party’s obligations hereunder). The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can demonstrate (a) is or becomes generally available to the 
public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without 
the use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law. If the Receiving Party is compelled by applicable law, regulation or legal process to disclose the Disclosing Party’s 
Proprietary Information the Receiving Party shall (i) provide prompt written notice to the Disclosing Party, to the extent legally permitted, (ii) provide reasonable assistance, at Disclosing Party's cost, in the event the 
Disclosing Party wishes to oppose the disclosure, and (iii) limit disclosure to that required by law, regulation or legal process.  
4.2. The Client shall own all rights, titles, and interests in and to the Client Data and Equipment. The Client hereby grants Company a limited, non-transferable, non-exclusive, royalty-free license during the Term to use, reproduce, electronically distribute, transmit, have transmitted, perform, display, store, archive, and make derivative works of the Client Data and Client Equipment solely in order to provide the Services to Client. 
Client represents, warrants and covenants to Company that Client owns or otherwise has and will have the necessary rights and consents in and relating to the Client Data and Client Equipment so that, as received 
by Company and used in accordance with the Agreement, they do not and will not infringe, misappropriate or otherwise violate any intellectual property rights, or any privacy or other rights of any third party or 
violate any applicable law.  
4.3. The Company shall own and retain all right, title, and interest in and to (a) the Services and Company Materials, and all improvements, enhancements or modifications thereto, (b) any software, applications, 
inventions, or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing. Client has no right, license or authorization 
with respect to any of the Software or Company Materials except as expressly set forth in Section 2.1. Client hereby unconditionally and irrevocably grants to Company an unrestricted license to use any feedback or suggestions (excluding any Client Data included therein) given to Company, or other ideas for enhancement and recommendations provided by Client to Company, including all intellectual property rights relating thereto. Company shall retain all right, title interest in any deliverables or work product created or developed under the Agreement at all times and no deliverable or work product shall be deemed a “work made for hire” as such term is defined under Section 101 of the U.S. Copyright Act.  If for any reason the deliverables or work product are determined to be a “work made for hire” under U.S. law or the law of any other jurisdiction, or to the extent any right or title is retained by Client regarding deliverables or work product, Client hereby irrevocably assigns to Company all of Client’s right, title and interest in and to all copyrights in the deliverables and work product. Client shall also execute any instruments necessary to complete the transfer to Company of such ownership and title.
4.4. 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, and the Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or another de-identified form in connection with its business. 
5. PAYMENT OF FEES 
5.1.  The Client will pay the Company the then applicable Fees described in the  Fees and Payment Dates section above for the Services in accordance with the terms therein. If the Client’s use of the Services exceeds the Service capacity or thresholds set forth on the Proposal or otherwise requires the payment of additional fees (per the terms of this Agreement), the Client shall be billed for such usage and the Client agrees to pay the additional fees on a pro-rata basis. The Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Term or then-current Renewal Term, 
upon thirty (30) days prior notice to the Client (which may be sent by email).  The Client shall be also responsible for paying Company all applicable customs, duties, sales, use, value added or other taxes, federal, state or otherwise, however designated, which are levied or imposed by reason of the transactions contemplated by this Agreement, other than taxes based on the Company's net income or property. If the Client believes that the Company has billed the Client incorrectly, the Client must contact the 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 the Company’s Client support department. 
5.2. The 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. All 
amounts payable to Company under this Agreement shall be paid by Client to Company in full without any setoff, recoupment, counterclaim, deduction, debit or withholding for any reason or deduction or withholding of tax as may be required by applicable law. Unpaid amounts are subject to an interest charge of 1.5% per annum on any outstanding balance.  
6. TERMINATION 
6.1. The initial term of this Agreement for the Cartagena facility (“Pilot Site”) shall be five (5) years commencing on the Pilot Site Kick-off Date (the “Initial Term”); provided, however, that Customer’s commitment for the Pilot Site shall be structured as an initial twelve (12)-month pilot period within such Initial Term. Customer may elect not to continue the Pilot Site beyond such initial twelve (12)-month period by providing written notice to Company in accordance with Section 6.2 no later than thirty (30) days prior to the end of such period. If Customer timely provides such notice, the Pilot Site shall terminate at the end of the initial twelve (12)-month period, and Customer shall have no further payment obligation for the Pilot Site beyond Fees applicable to such initial twelve (12)-month period. If Customer does not timely provide such notice, the Pilot Site shall continue for the balance of the Initial Term and shall be billed annually in accordance with the Proposal. Customer may add additional sites at any time pursuant to an order form or addendum referencing this Agreement (each, an “Expansion Site”). Each Expansion Site shall begin on its applicable Kick-off Date and shall have an initial term of five (5) years from such Kick off Date, billed annually in accordance with the Proposal. Expansion Sites do not include any pilot-period termination or opt-out right unless expressly stated in the applicable order form or addendum. For clarity, if Customer elects to proceed with any Expansion Site prior to the end of the Pilot Site’s initial twelve (12) month period, such election shall confirm Customer’s continuation of the Pilot Site beyond such initial twelve (12)-month period, and the Pilot Site shall thereafter continue for the remainder of its Initial Term. 
6.2. Client may terminate this Agreement for convenience during the Initial Term, upon thirty (30) days’ prior written notice to Company; provided, however, that Client shall pay Company the Fees owed for the entire 
Initial Term. Both parties acknowledge that this payment represents a reasonable estimate of the Company’s losses in the event of early termination. Client shall not have the right to terminate for convenience during any Renewal Term. For the avoidance of doubt, if Customer timely elects not to continue the Pilot Site beyond the initial twelve (12)-month period as expressly set forth in Section 6.1, Customer’s payment obligation for the Pilot Site shall be limited to the Fees applicable to such initial twelve (12)-month period. 
6.3.  This Agreement may be terminated by either party at any time during the Term upon delivery of written notice of termination to the other party, as follows:  
a. if the other party fails to perform or observe any material term or condition in the Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of such breach from the non
breaching party; or 
b. if the other party (i) makes a general assignment for the benefit of creditors, (ii) admits in writing its inability to pay debts as they become due, (iii) voluntarily files a petition or similar document initiating 
any bankruptcy or reorganization proceeding, or (iv) involuntarily becomes the subject of a petition in bankruptcy or reorganization proceeding and such proceeding shall not have been dismissed or stayed 
within sixty (60) days after such filing. 
6.4. In the event of termination of the Agreement for any reason, the Client’s access and use of the Software and Company Materials shall cease immediately. 
6.5. Upon termination of the Agreement, each party shall promptly return, or at the other party’s request, destroy (and provide confirmation of such destruction signed by a legal officer), all Proprietary Information 
of the other party (including without limitation any Documentation).  Client shall also return or destroy (and provide confirmation of such destruction signed by a legal officer) any Company Materials including any
Software provided to Client in object code form. The Company will make all the Client Data available to the Client for electronic retrieval for a period of thirty (30) days, but thereafter the Company may, but is not 
obligated to, delete the Client Data.  
6.6. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, 
intellectual property rights, and limitations of liability. 
7. WARRANTY AND DISCLAIMER 
7.1.  The Company shall use best efforts consistent with prevailing industry standards to maintain the Services in a manner that minimizes errors and interruptions in the Services and shall perform the implementation Services in a professional manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by the Company or by third-party providers, or because of other causes beyond the Company's reasonable control, but the Company shall use best 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 the 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. 
8. LIMITATION OF LIABILITY 
8.1. Notwithstanding anything to the contrary, except for a party’s (i) responsibility for causing bodily injury to a person; or (ii) breach of confidentiality; or (iii) breach of intellectual property rights of the other party or any third party, neither the Client, the Company or their 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 the Company's or Client's reasonable control; or (d) for any amounts that, together with amounts associated with all other claims, exceed the Fees paid by the Client to the 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 the Company or the Client has been advised of the possibility of such damages. 
9. MISCELLANEOUS 
9.1. 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. This Agreement is not assignable, transferable, or sublicensable by the Client except with the Company's prior written consent. The Company may transfer and assign any of its rights and 
obligations under this Agreement without consent. 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, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. Any terms or conditions contained in any purchase order issued by the Client shall have no force or effect. The purchase order shall be used solely as an administrative or processing document. No 
agency, partnership, joint venture, or employment is created as a result of this Agreement. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover reasonable 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. This Agreement shall be governed by the laws of the State of New York without regard to 
its conflict of laws provisions. The parties shall work together in good faith to issue at least one mutually agreed upon press release within 90 days of the effective date of this Agreement, and the Client otherwise 
agrees to reasonably cooperate with the Company to serve as a reference account upon request.