Terms & Conditions SaaS. For avoidance of doubt, KenSci is providing software as a service (SaaS) under this agreement. Accordingly, Customer’s access to the KenSci Runtime Platform and ability to train KenSci Solutions on new data will expire at the end of the Subscription Term. Nothing in this SOW creates a permanent license or any ownership rights by Customer in the KenSci Runtime Platform or KenSci Solutions. Service Fees. Service fees will apply as detailed in the Marketplace offering site. Fees correspond to Essential Services and assumes an automated deployment of our standard KenSci Runtime Platform and data ingestion process with no custom modifications. Any change or deviation from the details corresponding to Essential Services or the assumptions upon which the Essential Services is based may require a written amendment to agreement (Change Order). The Parties will negotiate in good faith the terms and conditions of said Change Order, including without limitation the new scope of work, term, dedicated resources and pricing. Modifications. Customer understands and acknowledges that KenSci may make modifications to the Service from time to time and may do so without notice to Customer. Some modifications and enhancements may be immediately available to Customer pursuant to Customer’s existing agreement, while others may require an additional SOW to access and use. “Service” means those Solutions, Insights, modules, and other features of KenSci Runtime Platform and KenSci Solutions as made available by KenSci, including associated documentation made available to Customer in written form or online. Service Guidelines. Customer shall use the Service solely as contemplated by this agreement and shall not: (i) submit or transmit material containing software viruses or other harmful or deleterious computer code, files, scripts, agents, or programs to or through the Service or transmit unlawful, immoral, libelous, tortuous, infringing, defamatory, threatening, vulgar or obscene material or material harmful to minors, or collect data regarding others without their consent; (ii) interfere with or disrupt the integrity or performance of the Service or the content, data, or information contained therein; (iii) attempt to gain or permit unauthorized access or access to a third party (including customers or vendors) to the Service, computer systems or networks related to the Service; (iv) disassemble, reverse engineer, or decompile any of the KenSci Technology (defined below), or attempt to do so; (v) "frame", "mirror", or otherwise embed or incorporate any of the Service or any content, data, or information contained therein (other than Customer Data) in any Customer or third party system or service; or (vi) access the Service to build a competitive product or service, reproduce features of the Service, or resell the Service, or use the Service on behalf of any third party or in any “service bureau” or similar capacity. Service Providers. Customer understands and acknowledges that KenSci may use third party providers for certain aspects of the Service, including hosting the platform and data, content delivery, transaction processing, and other similar functions (“Providers”). Accordingly, any data or information, including Customer Data, deployed on the Service may be made available to such Providers in connection with their performance of services to KenSci, and in KenSci’s exercise of its rights hereunder. Reservation of Rights. Customer acknowledges that in providing the Service, KenSci utilizes (i) the KenSci trademarks and logo, the product names associated with the Service; (ii) certain audio and visual information, documents, software and other works of authorship; (iii) front-end and back-end code, user-interface frameworks and designs, graphical elements, frameworks, rules, algorithms, and similar systems, data processing and other algorithms, and any other technology, software, hardware, products, processes, algorithms, data models, know-how and other trade secrets, techniques, designs, inventions and other tangible and intangible technical material and information, including any applicable Deliverables (collectively "KenSci Technology"). As between Customer and KenSci, KenSci solely and exclusively owns and reserves all rights, title and interest, including all intellectual property rights in and to, the KenSci Technology and the Service, any and all modifications, derivative works, customizations or improvements to any of the foregoing, the results obtained therefrom, and any Service usage data collected or obtained by KenSci, such as improvements to the Services (and machine learning elements of the Services) that are obtained as a result of using the Services in conjunction with the Customer Data ("Usage Data"). Subject to KenSci’s rights in KenSci Technology and Usage Data, KenSci hereby grants Customer a non-exclusive, revocable (for breach) worldwide, limited license to use the output data model(s) and reports produced specifically for and delivered to Customer hereunder as set forth in the applicable agreement and/or Order for Customer’s internal use only. Data. Customer retains all its rights in and to the Customer Data. Customer hereby grants KenSci, a worldwide, royalty-free, nonexclusive right and license to use any Customer Data in connection with the provision of the Service to Customer. KenSci retains all its rights to use the know-how and analytical results generated in the processing of Customer Data in connection with the enhancement, improvement, and provision of the Service and derivatives thereof, provided that KenSci shall not disclose any Customer Data to any third party in raw or disaggregated form, or identify Customer as the source of any such Customer Data or analytical results. In the event that KenSci agrees to provide Customer with an export of any Customer Data following any termination or expiration of this Agreement (which KenSci is under no obligation to provide), such services shall be provided at KenSci’s then current standard rates for such services. Warranty. Customer represents and warrants to KenSci that: (i) Customer has the necessary right, power, and authority to enter into this agreement without any conflict or breach of any contract or obligation to any third party, and to use and to permit the use of Customer data and other materials and information used, stored or processed in the course of using or permitting the use thereof in connection with the Service, (ii) Customer has obtained all applicable rights, licenses, consents, permissions, and waivers, and provided all applicable notices, necessary to provide the Customer data to, and grant the licenses to, KenSci as provided hereunder; and (iii) Customer is in compliance with, and shall not violate any applicable law or regulation, including without limitation privacy and data protection laws and regulations, or Customer’s internal or public privacy policies, in connection with the collection, use or processing of personal data, personal information or personally identifiable information, Customer data, and any other materials used in connection with the Service; and (iv) the Customer data and any other information or materials provided to KenSci in connection with the use of the Service do not contain any malware, virus, Trojan horse, malicious code, or otherwise threaten the security or integrity of the Service or the systems on which it is deployed. In the event of a breach or reasonably anticipated breach of the foregoing warranties, in addition to any other remedies available at law or in equity, KenSci will have the right to immediately, in KenSci’s sole discretion, suspend any related Service if deemed reasonably necessary by KenSci to prevent any liability accruing to it. THE FOREGOING REPRESENTATIONS AND WARRANTIES SHALL BE THE PARTIES’ EXCLUSIVE REPRESENTATIONS AND WARRANTIES ARISING OUT OF OR IN CONNECTION WITH THIS SOW. THE SERVICE AND DELIVERABLES ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, KENSCI HEREBY DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, ACCURACY, RESULTS, AND FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED. Limitations of Liability. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY HEREUNDER FOR ANY LOST PROFITS, LOSS OF DATA, LOSS OF USE, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY OTHER INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, YOU AGREE THAT : (i) THE KENSCI SOFTWARE ITSELF IS NOT INTENDED TO BE USED FOR MEDICAL EMERGENCIES, DIAGNOSIS OR MEDICAL ADVICE; (ii) DATA PROVIDED BY KENSCI THROUGH THE SOFTWARE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED TO REPLACE THE RELATIONSHIP WITH A PHYSICIAN OR OTHER HEALTHCARE PROVIDER;AND, (iii) KENSCI IS NOT A LICENSED MEDICAL CARE PROVIDER AND HAS NO EXPERTISE IN DIAGNOSING, EXAMINING, OR TREATING MEDICAL CONDITIONS OF ANY KIND, OR IN DETERMINING THE EFFECT OF ANY SPECIFIC TREATMENT ON A MEDICAL CONDITION. Maximum Liability. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS SOW, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER TO KENSCI FOR THE SERVICES GIVING RISE TO THE APPLICABLE LIABILITY DURING THE ONE (1) YEAR PERIOD IMMEDIATELY PRECEDING THE DATE THE CAUSE OF ACTION AROSE. Basis of the Bargain; Failure of Essential Purpose. Customer acknowledges that KenSci has set its prices and entered into this SOW in reliance upon the limitations of liability and the disclaimers of warranties and damages set forth herein, and that the same form an essential basis of the bargain between the Parties. The Parties agree that the limitations and exclusions of liability and disclaimers specified in this SOW will survive and apply even if found to have failed of their essential purpose. In the event that any of the foregoing disclaimers or limitations are impermissible pursuant to applicable law, they shall be enforced to the maximum degree permissible. Indemnification. Customer shall, at its own expense, indemnify and hold harmless KenSci against all losses, costs and expenses arising out of a claim against KenSci to the extent caused by Customer data, any misuse or abuse of the Service, or alleging any fact which, if true, would constitute a breach of any Customer warranty; provided that KenSci provides Customer: (i) prompt written notice of such claim; (ii) sole control over the defense and settlement of such claim; and (iii) proper and full information and assistance, at KenSci’s expense, to settle and/or defend any such claim. Customer shall have no obligation to KenSci under this section the extent such claims arise from KenSci’s breach of this SOW. Taxes. All payments required by this SOW exclude all sales, value-added, use, or other taxes and obligations, all of which Customer will be responsible for and will pay in full, except for taxes based on KenSci’s net income. If KenSci has the legal obligation to pay or collect taxes for which Customer is responsible under this section, the appropriate amount shall be invoiced to and paid by Customer, unless Customer provides KenSci with a valid tax exemption certificate authorized by the appropriate taxing authority. Assignment. Customer may not assign this SOW, in whole or in part, or any of its rights or obligations under this SOW, by operation of law or otherwise, without the prior written consent of the other Party. For the purposes of the foregoing, an “assignment” shall of this SOW shall be deemed to include any sale of all or substantially all of Company’s business, whether by sale of stock, merger, change of control, or otherwise. KenSci may assign this SOW, or delegate or subcontract any of its responsibilities hereunder, without limitation. Any attempted assignment or delegation in violation of the foregoing will be void and of no effect. Subject to the foregoing, this SOW will bind and inure to the benefit of each Party’s successors and permitted assigns. Force Majeure. Except for the obligation to pay money, neither Party will be liable for any failure or delay in its performance under this SOW due to any cause beyond its reasonable control, including act of war, acts of God, labor shortage or dispute, governmental act or failure of the Internet or telecommunications. The delayed Party shall give the other Party prompt notice of such cause and shall use its reasonable commercial efforts to correct promptly such failure or delay in performance. Governing Law; Dispute Resolution. This SOW shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its conflicts of law principles. Except for the right of either party to apply to a court of competent jurisdiction in the state of Washington for injunctive or any other form of equitable relief to preserve the status quo or prevent irreparable harm, any dispute, controversy, or claim arising in any way out of or in connection with this SOW, including the existence, validity, interpretation, performance, breach or termination of this SOW, or any dispute regarding pre-contractual or non-contractual rights or obligations arising out of or relating to it will be referred to and finally resolved by binding arbitration administered under the American Arbitration Association Rules in force when the Notice of Arbitration is submitted in accordance with those Rules (“Rules”). The seat of arbitration will be Seattle, Washington and the agreement to arbitrate contained in this clause will be governed by the laws of Washington. The arbitration tribunal will consist of three arbitrators to be appointed in accordance with the Rules. Judgment upon the award rendered by the arbitrators may be entered in any court of competent jurisdiction.