GENERAL TERMS AND CONDITIONS - CLOUD AND PROFESSIONAL SERVICES Scope Customer and Arundo are separately defined in the Order or SOW. These Terms and Conditions shall apply to Customer's use of Arundo's subscription cloud service (“Cloud Service”) or professional services (“Professional Services”) ordered by Customer under an ordering document specifying the Cloud Service to be provided by Arundo ("Order") or through a Professional Service Statement of Work (“SOW”) specifying the Professional Services to be provided by Arundo, and such Order or SOW duly executed by both Parties. These Terms and Conditions (collectively referred to as this "Agreement") represent the Parties' entire understanding regarding Cloud Service or Professional Services and shall control over any different or additional terms of any purchase order or other non-Arundo ordering document, and no terms included in any such purchase order or other non-Arundo ordering document shall apply to the Cloud Services or Professional Services. Each Order or SOW shall reference these Terms and Conditions and when executed by both Parties shall be deemed to incorporate all of these Terms and Conditions; provided, however that in the event of a conflict between these Terms and Conditions and an Order or SOW, the terms of the Order or SOW shall control (but only within the term of said Order or SOW). All capitalized terms included in an Order or SOW, but not defined herein, shall have the meanings attributed in such Order or SOW. Right to Use the Cloud Service and Arundo Content During the applicable term set forth in an Order (“Order Term”), Arundo grants to Customer a non-exclusive, non-transferable, worldwide right to permit those individuals authorized by Customer or on Customer's behalf, and who are Customer's employees, Affiliates, agents or contractors ("Users"), to access and use the Cloud Service and Arundo Content (as further defined in Section 4.3 below) subject to the terms of this Agreement. With respect to any software, documentation or data related to or provided with the Cloud Service (“Software”) or Arundo Content that is distributed or provided to Customer for use on Customer premises, Arundo hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license for use during the applicable Order Term, solely for purposes of using the Cloud Service. An Order may define specific usage rights ("Usage Rights"), and, if applicable, Customer shall at all times ensure that its use does not exceed its Usage Rights. Order(s) may be issued by Customer or any of Customer’s Affiliates to Arundo. In the event that a Customer Affiliate is a signatory party to an individual Order: such Affiliate agrees to be bound by these Terms and Conditions as if it was an original party hereto; and all parts of these Terms and Conditions that apply to Customer, as appropriate, shall apply to such Customer Affiliate. “Affiliate” means any corporation, company, partnership or other business entity controlled by, or controlling, or under common control with any Party to this Agreement, with “control” meaning direct or indirect ownership of at least fifty percent (50%) of the voting power, or of the interest in the income of such corporation, company, partnership or other business entity, or having the power to appoint the majority of its directors or otherwise having the power to direct its business activities. Usage Restrictions and Representations Customer shall not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure of the Cloud Service, Arundo Content or any Software (except to the extent such restrictions are contrary to applicable law); modify, translate, or create derivative works based on the Cloud Service, Arundo Content or Software (except to the extent expressly permitted by Arundo or authorized within the Cloud Service); use the Cloud Service, Arundo Content or any Software for time sharing or service bureau purposes or otherwise for the benefit of a third party or outside the scope of the rights provided herein; remove any proprietary notices or labels from the Cloud Service or Software; or otherwise use the Cloud Service or Software outside of the scope of the rights granted herein, or for any unlawful purpose. Customer shall not knowingly or willfully use the Cloud Service in any manner that could damage, disable, overburden, impair or otherwise interfere with Arundo’s provision of the Cloud Service. Customer shall be responsible for maintaining the security of its equipment and account access passwords. Customer represents and warrants that Customer will use the Cloud Service only in compliance with applicable laws and regulations. Customer shall be liable for all acts and omissions of its Users. Arundo may immediately suspend Customer's password, account, and access to the Cloud Service if Customer fails to make payment due within ten (10) business days after Arundo has provided Customer with notice of such failure; or Customer violates Section 2, 3, or 9 of these Terms and Conditions. Any suspension by Arundo of the Cloud Service under the preceding sentence shall not relieve Customer of its payment obligations under this Agreement. Intellectual Property For purposes of this Agreement: “Arundo Technology” means the Cloud Service and Software, and all improvements or modifications thereto (including improvements or modifications based on suggestions and feedback provided by Customer but only to the extent that such suggestions and feedback do not constitute, contain or embody Customer’s Confidential Information); “Cloud Service” means any distinct, hosted, and supported service provided by Arundo under an Order Form. “Customer Data” means content, materials, data and information submitted by or on behalf of Customer for deployment and use through the Cloud Service, including without limitation for the purpose of training or improving a Model. “General Learnings” means generic concepts, expertise, methods, techniques, or skills gained or learned by or on behalf of Arundo during the course of providing the Cloud Service and Professional Services to the extent obtained by Arundo’s personnel. General Learnings do not include Customer Confidential Information. “Model” means any physical or statistical model, or any other model developed using machine learning techniques based on training data and providing an output based on relevant data. A Model may result from the implementation, adjustment and training of a Model Blueprint. “Model Blueprint” means a schema specifying the main parameters of a Model, such as the input features, output features, data formats, model type and typology, training data specifications, and a training regime. Customer will retain all right, title and interest in and to Customer Data and to the Models and Model Blueprints originated by Customer that Customer submits or provides in the course of using Professional Services or Cloud Service, including the Models and Model Blueprints created by Customer in using the Cloud Service or Professional Services (all of the foregoing, collectively, “Customer Content”). Customer shall be solely responsible for obtaining all necessary consents from third parties to permit the use of the Customer Content in connection with the Professional Services or the Cloud Service, the accuracy, quality, content and legality of the Customer Content, the means by which the Customer Content is acquired from third parties, its Users’ compliance with the terms of this Agreement and the uploading of Customer Content and the transfer of Customer Content or any data resulting from the use of the Cloud Service to any other data storage service or device. Customer Content shall be deemed to be Customer Confidential Information pursuant to Section 9 below. Arundo shall own and retain all right, title and interest in and to the Arundo Technology, General Learnings, and any Model Blueprints or Models originated by Arundo or created by or on behalf of Arundo in connection with providing the Cloud Service and Professional Services (such Model Blueprints, Models, collectively, “Arundo Content”), except as expressly set forth in an applicable Statement of Work pursuant to this Agreement (“SOW”). Arundo hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use any Arundo Content solely in connection with the permitted use of the Cloud Service and Professional Services. In addition, if Customer requests Arundo to create any Models trained on Customer Data, Arundo hereby grants Customer an exclusive, non-transferable, non-sublicensable license to use such trained Models solely in connection with the permitted use of the Cloud Service or Professional Services. Billing and Payment Customer will pay Arundo the fees and charges described in the Order or SOW in accordance with the terms therein (the “Fees”), and Customer hereby authorizes Arundo to bill through an invoice. The currency of purchase under this Agreement shall be US Dollars, unless otherwise specifically provided in the applicable Order or SOW. Arundo shall invoice Customer in advance for all subscription-based fees for the applicable Order Term and, unless otherwise indicated in an SOW, shall invoice Customer monthly in arrears for any Professional Services performed and expenses incurred during the preceding calendar month. Customer shall pay the Fees described on a correct and documented invoice within thirty (30) calendar days after the receipt of such invoice. For any undisputed Fees not paid when due, Arundo shall, in addition to any other remedy for such delay in payment at law or in equity, be entitled to interest from the date on which payment was due, with the rate of interest being the rate of one year Secured Overnight Financing Rate (“SOFR”) in force on the due date of payment, or the maximum rate permitted by law, whichever is lower. The Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added (i.e., VAT) or sales or use taxes (collectively, “Taxes”) and Customer is responsible for paying any Taxes associated with its purchases hereunder; provided, however, that Arundo shall be fully responsible for payment of taxes related to its income and property. If Arundo has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section 5.1, Arundo will invoice the Customer for such amount unless a valid tax exemption certificate is provided. Arundo reserves the right to unilaterally determine and modify its pricing for its Cloud Service or Professional Services. Where an Order is in effect, the pricing for the Cloud Service shall remain as agreed for the Order Term in such Order. Where an SOW is in effect, the pricing for the Professional Services shall remain as agreed forth service term in such SOW. In part to ensure uninterrupted service and access, upon the end of a relevant contracted period or term, each Order will automatically renew and be extended for an identical subsequent duration of time (a Renewal”) unless (i) otherwise agreed pursuant to a relevant Order and/or (ii) notice of nonrenewal is received no less than sixty (60) days prior to the end date of such relevant contracted period or term. The Fees associated with each Renewal will automatically increase by the consumer price index published by the Norwegian Bureau of Statistics (www.ssb.no). Term and Termination This Agreement shall commence as of the date set forth in the first Order and unless earlier terminated as set forth below or as otherwise specified in an Order, shall remain in effect through the end of the Order Term in any current Order. Any such termination shall not relieve Customer of its obligation to pay all fees due or accrued as of the date of such termination. Except as expressly set forth in any Order, if a subscription is purchased, the Order Term for such subscription will automatically renew for additional successive periods of time equal to the length of the original Order Term indicated in such Order, unless either party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current Order Term. Notwithstanding the above, an optional Pilot Initial Term (if applicable, as defined in the applicable Order) will not be subject to automatic renewals but will instead, upon the completion of the Pilot Initial Term, will automatically convert into the Cloud Service subscription plan (as outlined in said Order or, in the alternative, under terms consistent with then-current market practices). All sections of this Agreement which by their nature should survive termination will survive, including without limitation, accrued rights to payment, use restrictions and indemnity obligations, confidentiality obligations, warranty disclaimers, and limitations of liability. In the event of a material breach by either Party, the non-breaching Party shall have the right to terminate the applicable Order or SOW (and these Terms and Conditions) for cause if such material breach has not been cured within thirty (30) days of written notice from the non-breaching Party specifying the breach in detail. If Arundo terminates an Order or SOW (and these Terms and Conditions) for Customer's material breach, all unpaid Fees set forth on such Order or SOW become immediately owed, due and payable. Further, Customer or Arundo may terminate the applicable Order or SOW (and these Terms and Conditions) with immediate effect upon written notice if Arundo becomes insolvent, makes an arrangement with its creditors, goes into liquidation, makes a material change in its business organization, or a significant part of Arundo's assets is sold or transferred to any other party, in any such case within ninety (90) days of such change having occurred. If Customer terminates an Order or SOW (and these Terms and Conditions) for Arundo’s material breach or for other cause described in this Section 6.3, Customer shall be entitled to appropriate credits or refunds for Fees or charges already due or paid in advance to Arundo for the Cloud Service, Professional Services and/or Software that will not be provided due to such termination. Upon any termination or expiration of an Order or SOW, Customer's right to access and use the Cloud Service and/or Software covered by that Order shall terminate. Notwithstanding the foregoing, Arundo will make Customer Data available to Customer for electronic retrieval, at Customer’s election and expense, for a period of thirty (30) days following any termination or expiration of the applicable Order and/or SOW. Customer acknowledges and agrees that Arundo has no obligation to retain Customer Data and that Arundo will have the right to irretrievably delete and destroy Customer Data after thirty (30) days following the termination or expiration of the applicable Order and/or SOW. Representations, Disclaimer of Warranties, Indemnities Each Party represents and warrants to the other Party that it has the power and authority to enter into these Terms and Conditions. Arundo represents and warrants to Customer that: it will provide the Cloud Service in a professional, diligent and workmanlike manner consistent with generally accepted industry standards and the Cloud Service will perform materially in accordance with applicable documentation (as provided or made available to Customer) under normal use; and the Cloud Service will conform to its specifications and documentation (as provided or made available to Customer). Customer represents and warrants that it will not knowingly or negligently introduce any viruses, worms or other computer codes to the Cloud Service and/or the Software, the purpose of which are to disable, impair or interrupt the operation of a computer system, device or network or destroy, erase, wrongfully remove, sequester, or otherwise harm any data, software or hardware. For breach of the express warranties set forth above, Customer's exclusive remedy shall be the re-performance or repair of the deficient Cloud Service and Software or, if Arundo cannot re-perform or repair such deficient Cloud Service and Software as warranted, Customer shall be entitled to promptly recover a pro-rata portion of the fees paid to Arundo for such deficient Cloud Service and Software. Arundo will use commercially reasonable efforts to provide the Cloud Service in a manner that minimizes errors and interruptions in accessing Cloud Service as set forth and described in the Service Level Agreement attached hereto as Appendix 1. Arundo shall defend, indemnify and hold harmless Customer, at Arundo’s expense, from and against any third party claim, suit or proceeding (each, a “Claim”) brought against Customer by a third party alleging that the Arundo Content, the use of the Cloud Service, or the use of Professional Services as contemplated hereunder infringes the copyright or other intellectual property rights of a third party or violates any applicable law or regulation, and Arundo shall pay all costs and damages finally awarded against Customer by a court of competent jurisdiction as a result of any such Claim; provided that Customer promptly gives written notice of the Claim to Arundo; gives Arundo sole control of the defense and settlement of the Claim (provided that Arundo may not settle any Claim unless it unconditionally releases Customer of all liability under the Claim); and provides to Arundo, at Arundo's cost, all reasonable assistance. The foregoing indemnity in this Section 7.4 shall not apply to any Claim based upon or arising from (i) any use of the Cloud Service or Professional Services by Customer or Users outside the scope of this Agreement, or (ii) a combination of the Cloud Service or Professional Services by Customer or Users with any content or other technology not provided or approved by Arundo, to the extent the Claim relates to such combination. Customer will defend, indemnify and hold harmless Arundo, at Customer’s expense, from and against any Claim brought against Arundo by a third party alleging that the Customer Content infringes the copyright or other intellectual property rights of a third party or violates any applicable law or regulation; provided that Arundo promptly gives written notice of the Claim to Customer; gives Customer sole control of the defense and settlement of the Claim (provided that Customer may not settle any Claim unless it unconditionally releases Arundo of all liability under the Claim); and provides to Customer, at Customer’s cost, all reasonable assistance. The foregoing indemnity in this Section 7.5 shall not apply to any Claim based upon or arising from any unauthorized use or disclosure of Customer Content by Arundo or its employees, agents or subcontractors. Each Party shall: provide the other Party with prompt written notice of any claim, suit, action or demand for which such Party is seeking or may seek indemnification hereunder; keep the other Party fully informed concerning the status of any litigation, negotiations or settlements of any such claim, suit, action or demand; and allow the other Party, at its own expense, to participate in such litigation, negotiations and settlements with counsel of its own choosing which shall cooperate fully in the defense of any such claim, suit, action or demand. The indemnifying party shall not have the right to settle any claim if such settlement contains a stipulation to, or an admission or acknowledgement of, any wrongdoing (whether in tort or otherwise) on the part of the indemnified party. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, ARUNDO HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND TITLE. ARUNDO DOES NOT WARRANT THAT THE CLOUD SERVICE OR PROFESSIONAL SERVICES WILL BE UNINTERRUPTED OR ERROR OR VIRUS FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS OR OUTPUT THAT MAY BE OBTAINED FROM THE CLOUD SERVICE OR PROFESSIONAL SERVICES; CUSTOMER AGREES THAT ARUNDO SHALL NOT BE RESPONSIBLE FOR ANY DECISIONS MADE BY CUSTOMER BASED ON RESULTS OR OUTPUT OBTAINED FROM THE CLOUD SERVICE OR PROFESSIONAL SERVICES. EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE BY ARUNDO, THE CLOUD SERVICE AND PROFESSIONAL SERVICES ARE PROVIDED TO CUSTOMER ON AN "AS IS" BASIS. Limitation of Liability NEITHER PARTY (NOR ANY OF ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, SUBCONTRACTORS AND EMPLOYEES) SHALL BE LIABLE FOR OR RESPONSIBLE TO THE OTHER PARTY FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) ARISING OUT OF THIS AGREEMENT, WHETHER OR NOT BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR EITHER PARTY’S INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 7 OR EITHER PARTY’S CONFIDENTIALITY OBLIGATIONS SET FORTH IN SECTION 9 OR EITHER PARTY’S COMPLIANCE WITH LAW OBLIGATIONS SET FORTH IN SECTION 12.5 AND/OR 12.6 OR CUSTOMER’S BREACH OF SECTION 3, NEITHER PARTY (NOR ANY OF ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, SUBCONTRACTORS AND EMPLOYEES) SHALL BE LIABLE FOR ANY OTHER DAMAGES IN EXCESS OF THE AGGREGATE FEES PAID TO ARUNDO HEREUNDER IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE DATE THE CLAIM FIRST AROSE. Confidential Information Each Party (the "Receiving Party") understands that the other Party (the "Disclosing Party") has disclosed or may disclose information relating to the Disclosing Party's business that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of the disclosure (hereinafter referred to as "Confidential Information" of the Disclosing Party). The Receiving Party agrees: to take reasonable precautions to protect such Confidential Information and except to perform its obligations hereunder or as otherwise permitted herein, not to use or divulge to any third person any such Confidential Information. The Disclosing Party agrees that the foregoing shall not apply with respect to Confidential Information that the Receiving Party can document is or becomes generally available to the public through no fault of Arundo or Customer; or was in its possession or known by its prior to receipt from the Disclosing Party; or was rightfully disclosed to it by a third party with no obligation of confidentiality; or was independently developed without knowledge or use of any Confidential Information of the Disclosing Party. If the Receiving Party is required by law to make any disclosure of such Confidential Information, it may do so to the extent of such requirement, provided that it first gives written notice to the Disclosing Party thereof (if legally permitted). Services Information Customer acknowledges and agrees that Arundo and its Affiliates and subcontractors may use data and information, including Customer Data, generated by, provided in connection with or for, or derived from use of the Cloud Service or Professional Services (“Services Data”) to provide, administer, develop, and improve Arundo’s offerings (including the Cloud Service or Professional Services) and for internal R&D purposes, subject to Arundo's compliance with applicable law, provided that Arundo and its Affiliates and subcontractors maintain compliance with Arundo’s then-current Data Privacy Addendum (available upon request), and the confidentiality obligations set forth in this Agreement at all times as Customer Data is deemed Customer Confidential Information pursuant to Section 4.2 and 9 of these Terms and Conditions. Notices Arundo may give notice applicable to Arundo's general Cloud Service or Professional Services customer base by means of a general notice on the Arundo website, status site, or helpdesk site or , and notices specific to Customer by electronic mail to Customer's email address on record in Arundo's account information or by written communication sent by first class mail to Customer's address on record in Arundo's account information. If Customer has a dispute with Arundo, wishes to provide a notice under this Agreement, or becomes subject to insolvency or other similar legal proceedings, Customer shall promptly send written notice to Arundo by electronic mail at the above-mentioned email address or by first class mail or pre-paid post to Arundo’s provided email or physical address. General provisions Any action, Claim, or dispute related to this Agreement will be governed by and construed in accordance with the laws of Norway. In any action or proceeding to enforce rights under this Agreement, the prevailing Party will be entitled to recover costs and reasonable attorneys' fees. The failure of either Party to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such Party in writing. This Agreement (including all Order(s) and/or SOW(s)) represents the Parties' entire understanding relating to the Cloud Service, Professional Services and Software, and supersede any prior or contemporaneous, conflicting or additional communications. Each Party acknowledges that this Agreement is a contract between Customer and Arundo, even though it may be electronic and not physically signed by Customer and Arundo, and it governs Arundo’s provision of and Customer’s use of the Cloud Service, Professional Services and Software and takes the place of any prior agreements between Customer and Arundo with regard to the subject matter thereof. This Agreement may be amended only by written agreement signed by the Parties. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between Arundo and Customer as a result of this Agreement or the provision or use of the Cloud Service and Professional Services, and the Parties agree that Arundo will act as an independent contractor in the performance of its duties under this Agreement. Neither Party may assign this Agreement without the prior written approval of the other Party, such approval not to be unreasonably withheld or delayed, provided that such approval shall not be required in connection with an assignment to an Affiliate of the assigning Party or in connection with a merger or acquisition of all or substantially all of the assets of the assigning Party related to this Agreement so long as the assignee agrees in writing to comply with the terms of this Agreement and the assigning Party can demonstrate that the assignee has the financial strength to fulfill the assigning Party’s obligations under this Agreement. Any purported assignment in violation of this Section shall be void and without legal effect. During the term of the applicable Order or SOW, and for twelve (12) months thereafter, neither Party shall solicit any of the other Party’s employees directly involved in the performance, support or coordination of Cloud Service and Professional Services pursuant to an Order and/or an SOW (if applicable) to consider alternate employment. For the avoidance of doubt, the preceding sentence does not forbid a Party and its Affiliates from hiring an employee of the other Party who initiates contact as the result of general, non-targeted employee position listing or similar public communication or advertisement. Neither Party shall act in any way that gives or may give rise to a liability under, violates or may violate any laws, regulations and/or other legally binding requirements or determinations in relation to bribery, corruption, fraud, money-laundering, terrorism, sanctions, collusion or similar activities which are applicable to either Party or to any jurisdiction in relation to provision or use of the Cloud Service and Professional Services or Software and which shall include without limitation: the United States Foreign Corrupt Practices Act 1977 as amended, the United Kingdom Bribery Act 2010, any related enabling legislation pursuant to the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and any United States, United Nations, Canadian or European Union sanctions. The Cloud Service and Software may be subject to U.S. export-control laws, including, but not limited to, the Export Administration Regulations, and sanctions regimes of the U.S. Department of Treasury, Office of Foreign Asset Controls and/or other governments. Customer shall not, without prior U.S. government authorization, export, reexport, or transfer any items (inclusive of those “deemed” subject to applicable laws), either directly or indirectly, to any country subject to a U.S. trade embargo, or to any resident or national of any such country, or to any person or entity listed on the "Entity List" or "Denied Persons List" maintained by the U.S. Department of Commerce or the list of "Specifically Designated Nationals and Blocked Persons" maintained by the U.S. Department of Treasury. In addition, Customer may not export, re-export, or transfer Products to an end-user engaged in activities related to weapons of mass destruction. Such activities include, but are not necessarily limited to, activities related to the design, development, production, or use of: nuclear materials, nuclear facilities, or nuclear weapons; missiles or support of missiles projects; chemical or biological weapons; and life support systems, human implantation, or any other application where Product failure could lead to loss of life or property damage. Customer may not export, reexport, or transfer any items in violation of the sanctions laws and restrictions of the United Nations, United Kingdom, and/or European Union except to the extent compliance would be prohibited or penalized by the United States. "Force Majeure" means an occurrence beyond the control of the Party affected that materially hinders or prevents contractual performance. Force Majeure includes but is not limited to acts of God (such as epidemic or pandemic, tidal wave, lightening, earthquake, hurricane), hostilities or acts of war (whether declared or not), acts of terrorism, sabotage, riots (other than among employees of Arundo, Customer or subcontractors), civil or military disturbances, national or regional strikes (excluding strikes, lock outs and other industrial disputes or actions by, between or originated among employees of Arundo, Customer or subcontractors) and acts of any government or public authority or any representative thereof whether. Neither of the Parties shall be considered as being in breach of its obligations under this Agreement to the extent the Party can establish that the fulfillment of certain Order and/or SOW obligations have been prevented by Force Majeure. The Party invoking Force Majeure shall immediately notify the other Party of the Force Majeure situation. Except as set forth in the attached Appendix 1, if the Force Majeure situation prevents use of the Cloud Service and/or Software, and/or materially prevents a service engagement, in each case for more than thirty (30) days, Customer shall be entitled to terminate the applicable Order(s) and these Terms and Conditions without further liability. This Agreement is entered into in the English language. Should a translation of this Agreement into any other language be required or desired for any reason, it is understood and agreed that in all matters involving the interpretation of this Agreement, the English text shall govern. All reports, documents, and any other written materials shall be written in English, unless otherwise agreed by the Parties in writing. Arundo is acting independently and not as an agent for Customer, and shall be fully responsible for the performance by Arundo’s subcontractors. Further, Arundo shall cause any such subcontractors to comply with the provisions of this Agreement in the same manner as if the Cloud Service and Software were provided and performed by Arundo. Arundo and its subcontractors shall comply with Customer’s health, safety, environmental and security policies and procedures at all times while on the premises of Customer or any Customer Affiliate. Publicity (is missing) APPENDIX 1 Service Level Agreement Availability Objective Arundo will provide 99.5% Availability (as defined below) for the Cloud Service within Arundo’s Immediate Control. For purposes hereof, "Availability” or “Available” means the Cloud Service is available for access and properly functioning for use in accordance with the applicable Order. In this Appendix 1, capitalized terms and expressions used, but not defined herein, shall have the meaning set forth in the main body of the Terms and Conditions above. “Immediate Control” includes Arundo’s network services within Arundo’s controlled data center used to deliver the Cloud Service in the hosted environment up to and including the network point of demarcation. Specifically excluded from the definition of “Immediate Control” are the following: Equipment, data, materials, software, hardware, services and/or facilities provided by or on behalf of Customer (excluding Software) and Customer’s network services which allow the Customer to access the Cloud Service. These components are controlled by the Customer and their performance or failure to perform can impair or disrupt Customer’s connections to the internet and the transmission of data. Equipment, data, advertisements, materials, software, hardware, services and/or facilities provided by third party vendors or service providers of Customer. Negligent acts or omissions of Customer, its employees, contractors, agents or representatives, third party vendors or service providers of Customer or anyone gaining access to Arundo’s controlled network at the request of Customer. Issues arising from bugs, outage or other problems of third parties outside Arundo’s control (excluding Arundo’s subcontractors) such as internet, cloud, satellite, and other communications service providers. Delays or failures due to Force Majeure events. Any outage, network unavailability or downtime outside the Arundo controlled data center that is not caused by or in connection with the negligent acts or willful misconduct or omission of Arundo or its subcontractors. Availability Calculation: Availability is based on a weekly 7 day x 24 hour calculation. The calculation will be as follows: ((a – b) / a) x 100, where “a” is the total number of hours in a given calendar month, and “b” is the total number of hours that service is not Available in a given month. Specifically excluded from “b” in the calculation of the Availability measurement are (1) a service interruption caused by a security threat until such time as the security threat has been eliminated; (2) reasons of a Force Majeure event or events which are outside Arundo’s Immediate Control as defined above; (3) use of unapproved or modified hardware or software by or on behalf of Customer; (4) issues arising from misuse of the Cloud Service by Customer or its agents, customers or third party contractors; and/or (5) service interruption caused by Scheduled Maintenance as described below. For sake of clarity, an incident with Severity Level 1 - (Critical Priority), as described below, will qualify as not Available for that service. Scheduled Maintenance: Arundo will provide notice of scheduled maintenance activities via communications channels that interface with Customers. Remedies: The remedies stated in this Section are the Customer’s sole and exclusive remedies and Arundo’s sole and exclusive obligations for Cloud Service interruption. In the event that Arundo is unable to provide the Availability objective noted below in any given calendar month, and subject to this paragraph, Customer will receive a credit on their next invoice equal to the corresponding percentage noted below of one (1) month’s Fees (prorated accordingly) for the Cloud Service for the month in which the Availability objective was not obtained. If the applicable Order expires or is terminated for any reason, any and all Service Credits due to Customer shall be converted to a refund and paid to Customer within sixty (60) days of expiration or termination of the applicable Order. Cloud Service Availability Credit Uptime of 99.5% - 100% No Credit Uptime of 98.5% - 99.4% 5% Uptime of 97.5% - 98.4% 10% Uptime of 95.0% - 97.4% 15% Less than 95.0% 25% Customer’s right to receive credit(s) (“Service Credits”) will be Customer’s exclusive remedy for Arundo’s failure to satisfy this Service Level Agreement. No Service Credits will be issued and an outage will not be considered unavailability for purposes of this Service Level Agreement if Customer is not current in its payment obligations either when the outage occurs or when the credit would otherwise be issued. To receive Service Credits, Customer must submit a written request, within fifteen (15) business days after the end of the month in which the Services were unavailable, or Customer’s right to receive Service Credits with respect to such unavailability will be waived, unless otherwise agreed by the Parties in writing. Where a Force Majeure event prevents Availability for more than thirty (30) consecutive days, Customer may terminate the Agreement for cause upon thirty (30) day’s prior written notice to Arundo and as such, Customer will be entitled to the termination remedies set forth in Section 6 in the main body of the Terms and Conditions above. In such Force Majeure event, neither Party will be liable for penalties or damages arising out of a failure to perform under this Appendix 1, except for the remedies afforded Customer in the preceding sentence. Customer Support Customer support for the Cloud Service can be reached through any of the channels identified on the current version of the Arundo website. Customer support is available Monday-Friday, excluding holidays observed by Arundo (available upon request for the applicable year), from 8:00 a.m. CET to 5:00 p.m. CET for all support requests. Customer support is available 24 hours, 7 days per week for Critical Priority requests. Additional customer support may be provided pursuant to a relevant Order and/or SOW. Arundo has structured a response plan to address such requests in an efficient and timely manner, addressing the most critical issues first. Cases will be opened upon receipt of request or identification of issue, and incidents will be routed and addressed according to the following: Severity Level Error State Description Target Response Time Target Resolution Within 1 – Critical Priority Renders the Cloud Service inoperative, or causes to fail catastrophically 30 minutes 4 Hours 2 – High Priority Affects the operation the Cloud Service and materially degrades Customer’s use thereof 2 hours 12 hours 3 – Medium Priority Affects the operation of the Cloud Service but does not materially degrade Customer’s use thereof 24 hours -- 4 – Low Priority Causes only a minor impact on the operation of the Cloud Service 48 hours --