C3 MASTER SUBSCRIPTION AND SERVICES TERMS 1. C3s RESPONSIBILITIES 1.1. Provisioning of C3 AI Suite and C3 Applications. Subject to the terms of this Agreement, C3 will (a) Provision in the Hosting Services environment, during the applicable Subscription Term (as defined in Section 3.1 below), the C3 AI Suite and/or the C3 Application(s) to which Customer has Subscribed, and (b) in connection therewith, provide C3 Support Services to Customer in accordance with Exhibit A-1. 1.2. Protection of Customer Data. C3 will maintain administrative, physical, and technical safeguards designed to protect the security, confidentiality and integrity of Customer Data, as described in the Technical Specification C3 001: C3 AI Suite, Application and Data Security. C3 will not use Customer Data except (a) to provide the C3 Services and to address service or technical problems, (b) as compelled by law in accordance with Section 7.3 (Compelled Disclosure) below, or (c) as Customer expressly permits in writing. Where Customers use of the C3 Services requires the Processing by C3 of Personal Data (as defined in the Regulation (EU) 2016/679) relating to data subjects in the European Economic Area, then (a) Customer shall notify C3 in writing prior to providing it any access to Personal Data; and (b) the terms of a data processing addendum (DPA) in the form set forth in Exhibit B will be signed by the parties and will be included with each applicable Order Form, and in such event, will apply to such Processing. 1.3. C3s Personnel. C3 will be responsible for the performance of its personnel (including C3s employees and contractors) and their compliance with C3s obligations under this Agreement, except as otherwise specified herein. 1.4. Beta Services. From time to time, C3 may make Beta Services available to Customer at no charge. Customer may choose to try such Beta Services, in Customers sole discretion. Beta Services (i) are intended for and may only be used by Customer for evaluation purposes only and not for production use, (ii) are not supported by C3, and (iii) may be subject to additional terms. In addition to the foregoing limitations, all use of the Beta Services is subject to all other terms and conditions that apply to C3 Services, including without limitation C3s reservation of all rights and Customers obligations and restrictions on use concerning the C3 Services, and use of any related Third Party Offerings. Unless otherwise stated, any Beta Services trial period will expire upon the earlier of, one year from the trial start date, the date that a version of the Beta Services becomes generally available without the applicable Beta Services designation, or when terminated by C3. C3 may discontinue Beta Services at any time in C3s sole discretion and may never make them generally available. Beta Services are provided as is and may contain bugs or errors. C3 will have no liability for any warranties, harm or damage arising out of or in connection with a Beta Service. 2. USE OF C3 SERVICES 2.1. C3 Services. Unless otherwise provided in the applicable Order Form or Documentation, (a) C3 Services (other than C3 Implementation Services and C3 CoE Support Services, if any) are purchased as subscriptions for the term specified in an Order Form (Subscription Term). Subject to Section 3.3 (Customers Responsibilities) below and the timely payment of all applicable fees, Customer shall have the right, during the applicable Subscription Term, to access and use the Subscribed C3 Materials within the scope specified in the applicable Order Form, (a) for Customer internal business purposes, and (b) in the event that Customer Subscribes to the C3 AI Suite, to access and use the C3 AI Suite solely to develop Customer Applications and operate such Customer Applications for Customers internal business purposes and, subject to the terms of an Approved EUSA, in support of use of the Customer Applications by Customers customers, distributors and suppliers that are not C3 Competitors. In the event that Customer Subscribes to a C3 Application, subject to the timely payment of all applicable fees, Customer will be permitted to develop Customer Extensions for that C3 Application with the use of the C3 Tools that are provided with such C3 Application. C3 will use commercially reasonable efforts to make the Subscribed C3 Materials available as set forth in Exhibit A-2. 2.2. Security & Compliance. C3 may monitor all use of the C3 Services for security and operational purposes. C3 may temporarily suspend access to any C3 Service in the event a User is engaged in, or C3 in good faith suspects is engaged in, any unauthorized conduct (including any violation of any terms and conditions of this Agreement, any applicable law, or third party rights); provided, however, that C3 will use commercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to remedy such unauthorized conduct prior to such suspension. 2.3. Customers Responsibilities. Customer will (i) be responsible for Users compliance with this Agreement, Documentation and Order Forms, (ii) be responsible for the accuracy, quality and legality of Customer Data and the means by which Customer acquired Customer Data, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of C3 Services, and notify C3 promptly of any such unauthorized access or use, (iv) use C3 Services only in accordance with this Agreement, Documentation, Order Forms and applicable laws and government regulations, (v) be solely responsible for procuring Customer own GitHub or similar code repository and the business intelligence tools, and for complying with terms of service of any Third Party Offering with which Customer uses C3 Services, and (vi) ensure that any authorized third party end users of any C3 Services are bound by an Approved EUSA. 2.4. Customer will not, nor permit third parties to: (a) make any C3 Service available to, or use any C3 Service for the benefit of, anyone other than Customer, unless expressly stated otherwise in an Order Form or the Documentation, (b) sell, resell, license, sublicense, distribute, make available, rent or lease any C3 Service, or include any C3 Service in a service bureau or outsourcing offering, (c) use a C3 Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use a C3 Service, or any Customer Application or Customer Extension (if applicable) to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any C3 Service or third-party data contained therein, (f) attempt to gain unauthorized access to any C3 Service or its related systems or networks, (g) permit direct or indirect access to or use of any C3 Service, any Customer Application or Customer Extensions in a way that circumvents Customers obligations in this Agreement, or use any of the C3 Services to access or use any of C3 Intellectual Property except as permitted under this Agreement, an Order Form, or the Documentation, (h) copy a C3 Service or any part, feature, function or user interface thereof, (i) frame or mirror any part of any C3 Service, other than framing on Customers own intranets or otherwise for Customers own internal business purposes or as permitted in the Documentation, (j) access, use or copy any C3 Service in order to build a competitive product or service or to benchmark with any third party product or service, (k) reverse engineer any C3 Service (to the extent such restriction is permitted by law), or (l) alter, modify or create derivative works of any C3 Services (except Customer Extensions of a C3 Application). Without limiting any restrictions set forth above, nothing set forth in this Agreement is intended to or shall have the effect of permitting Customer or its Affiliates to distribute the C3 AI Suite or C3 Tools to third parties (including Customers customers, distributors or suppliers) to design, develop or provision their applications. 3. NON-C3 PROVIDERS 3.1. Third Party Offerings. Any acquisition or use by Customer of a Third Party Offering and any exchange of data between Customer and any third party or the Third Party Offering is solely between Customer and the applicable third party. C3 does not warrant or support Third Party Offerings, unless expressly provided otherwise in an Order Form. 3.2. Customer Data. If Customer chooses to use a Third Party Offering with a C3 Service, Customer grants C3 permission to allow the Third Party Offering and its provider to access Customer Data as required for the interoperation of that Third Party Offering with the C3 Service. C3 is not responsible for any disclosure, modification or deletion of Customer Data resulting from access by such Third Party Offering or its provider. 3.3. Integration with Third Party Offering. The C3 Services may contain features designed to interoperate with Third Party Offerings. To use such features, Customer may be required to obtain access to such Third Party Offerings from their providers, and may be required to grant C3 access to Customers account(s) on such Third Party Offerings. C3 cannot guarantee the continued availability of such C3 Service features, and may cease providing them without entitling Customer to any refund, credit, or other compensation, if for example and without limitation, the provider of a Third Party Offering ceases to make the Third Party Offering available for interoperation with the corresponding C3 Service features in a manner acceptable to C3. Customer shall ensure that Customer and its Affiliates have all necessary rights and licenses to interoperate any Third Party Offering with any C3 Service as contemplated in this Agreement. 3.4. Open Source Software. In no event will Customer, its Affiliates or any User incorporate into any Customer Application or Customer Extension or otherwise use any Third Party Offerings in connection with the C3 Services that include any software code licensed under the GNU GPL or AGPL or any similar open source or copyleft license that would require C3 to make the source code of any part of the C3 Services available to any third party. 4. FEES AND PAYMENT 4.1. Fees. Customer will pay all fees specified in Order Form(s) and Statement(s) of Work. Except as otherwise specified herein or in an Order Form, (i) fees are based on C3 Services subscriptions purchased and cannot be decreased during the applicable Subscription Term, even if the actual usage is lower than the permitted usage set forth in an Order Form, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) fees cannot be decreased during the relevant Subscription Term. Fees for the right to access and use C3 Services shall be set forth in the Order Form. Fees for C3 Implementation Services shall be set forth in the applicable Order Form or Statement of Work. 4.2. Invoicing and Payment. Customer will provide C3 with a valid purchase order or alternative document reasonably acceptable to C3 and all orders are subject to credit approval and acceptance by C3. C3 will invoice Customer in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due net 30 days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to C3 and notifying C3 of any changes to such information. 4.3. Overdue Charges. If any invoiced amount is not received by C3 by the due date, then without limiting C3s rights or remedies, (a) those charges may accrue interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) C3 may condition future renewals and Order Forms on payment terms shorter than those specified in Section 5.2 (Invoicing and Payment), including pre-payment. 4.4. Suspension of Service and Acceleration. If any amount owing by Customer under this or any other agreement for C3s services is 30 or more days overdue, C3 may, without limiting C3s other rights and remedies, accelerate Customers unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and/or suspend C3s services to Customer until such amounts are paid in full. C3 will give Customer at least 10 days prior notice that Customers account is overdue, in accordance with Section 12.2 (Manner of Giving Notice) for billing notices, before suspending services. 4.5. Payment Disputes. C3 will not exercise C3s rights under Section 5.3 (Overdue Charges) or Section 5.4 (Suspension of Service and Acceleration) above during the 10-day notice period described in Section 5.4 if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve such dispute within such notice period. 4.6. Taxes. C3s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, Taxes). Customer is responsible for paying all Taxes associated with Customers purchases hereunder. If C3 has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section 5.6, C3 will invoice Customer and Customer will pay that amount unless Customer provides C3 with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, C3 is solely responsible for taxes assessable against C3 based on C3s income, property and employees. 4.7. Future Functionality. Customer agrees that Customers purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by C3 regarding future functionality or features. 5. PROPRIETARY RIGHTS AND SUBSCRIPTIONS 5.1. C3 Intellectual Property Ownership and Reservation of Rights. Except as otherwise provided herein, C3 and its licensors hereby retain all right, title and interest, including all Intellectual Property Rights, in and to the C3 Materials, including all derivative works, modifications, enhancements and adaptations thereto. No rights are assigned or granted to Customer hereunder, other than as expressly set forth herein, and no implied license or right of any kind is granted to Customer. Customer will not delete or in any manner alter C3s copyright, patent, trademark, or other proprietary notices, if any, appearing in any C3 Materials. 5.2. Customer Intellectual Property Ownership. Except as otherwise provided herein, Customer hereby retains all right, title and interest, including all Intellectual Property Rights, in: (i) Customer Applications; (ii) Customer Extensions; (iii) Customers Confidential Information; and (iv) CoE IP Contributions, if applicable (collectively Customer Materials). C3 will not delete or in any manner alter the copyright, trademark, and other proprietary notices of Customer, if any, appearing on any Customer Materials. 5.2.1. 6.2.1 C3 shall and does assign to Customer all of its right, title, and interest in the CoE IP Contributions, if applicable, immediately upon their creation, or will cause the same to be so assigned. C3 shall execute any documents reasonably required to give effect to this Section. 5.2.2. The Parties agree that C3 will use commercially reasonable efforts not to integrate any C3 Materials into CoE IP Contributions, if applicable, without first obtaining Customers agreement to such integration. Where Customer agrees to the integration of such C3 Materials, C3 shall grant the license to such C3 Materials as set out in Section 6.3 below. If C3 integrates any C3 Materials into CoE IP Contributions, if any, and fails to obtain Customers advance agreement to such integration, C3 will record the inclusion of such C3 Materials in a register within 90 days of integration, and C3 shall grant the rights to such C3 Materials as set out in Section 6.3 below. If C3 fails to record its inclusion of a C3 Material in the CoE IP Contributions, if any, within the 90 day period referenced above (Unregistered C3 Material), C3 hereby grants Customer a worldwide, perpetual, royalty-free, nonexclusive, non-transferable license to use the Unregistered C3 Material in connection with the Customers use of the Customer Applications and Customer Extensions, including as needed therefor, to copy, translate, adapt, improve, correct, distribute, and modify the Unregistered C3 Material in connection therewith. 5.2.3. C3 may also request ownership of CoE IP Contributions which do not constitute C3 Materials. In such a case, the Parties may separately negotiate an assignment or a license. 5.2.4. Customer hereby grants to C3, and shall procure the grant of, a worldwide, royalty-free, non-exclusive, non-transferable license (and, where relevant, with the right for C3 to sub-license to its Affiliates or subcontractors) during the term of the applicable Order Form to use, run, copy, modify, enhance, host and maintain the Customer Materials, and to permit is Affiliates and subcontractors to run, copy, modify, enhance, host and maintain the Customer Materials, in each case as necessary to perform its obligations under this Agreement and relevant Order Forms. 5.3. Subscription to C3 Materials Embedded in the CoE IP Contributions. Subject to all the terms and conditions of this Agreement and the relevant Order Form and payment of the fees set forth in that Order Form, C3 grants to Customer a non-transferable, non-sublicensable (except to Users), non-exclusive, worldwide right to use the C3 Materials embedded in the CoE IP Contributions, if any, solely to the extent necessary for Customers authorized use of the C3 AI Suite as permitted under Section 3.1 for the duration of the Subscription Term(s) under the applicable Order Form(s). 5.4. Customer Data. Customer owns all right, title and interest in Customer Data. Customer grants C3, C3s Affiliates and applicable contractors a worldwide, limited-term license (a) to host on the C3 AI Suite, copy, transmit, display and use Customer Data, Customer Applications, Customer Extensions and program code created by or for Customer using a C3 Service or for use by Customer with the C3 Services, as reasonably necessary for C3 to provide the C3 Services in accordance with this Agreement, and (b) to use Customer Data for purposes of calculating benchmarks and other analyses that C3 uses internally or to improve the C3 Services, provided that such use shall be solely on an anonymized basis, and C3 shall not use or disclose any personally identifiable information or personal data or reveal Customers identity in connection with such use of Customer Data. Subject to the express terms herein, C3 acquires no right, title or interest from Customer or Customers licensors under this Agreement in or to any of Customer Data. When Customer is developing or operating the Customer Application or Customer Extension in conjunction with the C3 AI Suite or the applicable C3 Application, respectively, during the applicable Subscription Term, subject to the terms of this Agreement and the payment of all applicable fees, C3 grants Customer a worldwide, non-exclusive right, for Customers internal business purposes only, to use such C3 Materials that are and solely to the extent necessary to develop or operate the Customer Application or Customer Extension during the paid for Subscription Term. 5.5. License to Use Feedback. Customer grants to C3 and its Affiliates a non-exclusive, worldwide, perpetual, irrevocable, sub-licensable, royalty-free license, without restriction, to use in any manner and incorporate into C3s and/or its Affiliates products or services, any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Users concerning C3s or its Affiliates current or future products or services (Feedback). 6.6. Federal Government End Use Provisions. The C3 Materials are commercial items as that term is defined at FAR 2.101. If Customer is an Executive Agency (as defined in FAR 2.101) of the U.S. Federal Government (Government), C3 provides the C3 Materials, including any related technical data and/or professional services in accordance with the following: If a right to access the C3 Materials is procured by or on behalf of any Executive Agency (other than an Executive Agency within the Department of Defense (DoD)), the Government is granted, in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Computer Software), only those rights in technical data and software customarily provided to C3s customers as such rights are described in this Agreement. If a right to access the C3 Materials is procured by or on behalf of any Executive Agency within the DoD, the Government is granted, in accordance with DFARS 227.7202-3 (Rights in commercial computer software or commercial computer software documentation), only those rights in technical data and software that are customarily provided to C3s customers as such rights are described in this Agreement. In addition, DFARS 252.227-7015 (Technical Data – Commercial Items) applies to technical data provided by C3 to an Executive Agency within the DoD. Except as expressly permitted under this Agreement, no other rights or licenses are granted to the Government. Any rights requested by the Government and not granted under this Agreement must be separately agreed in writing with C3. This Section 6.6 of the Agreement is in lieu of, and supersedes, any other FAR, DFARS, or other clause, provision, or supplemental regulation that addresses Government rights in computer software or technical data. 6. CONFIDENTIALITY 6.1. Definition of Confidential Information. Confidential Information means all information disclosed by a party (Disclosing Party) to the other party or its Affiliates (Receiving Party) that is designated in writing as confidential. Regardless of marking: (a) Customers Confidential Information includes Customer Data; (b) C3s Confidential Information includes the C3 Services, C3 Materials (including C3 training materials), and any performance testing or benchmarking results or other evaluations of or conclusions concerning the C3 Materials; and, (c) Confidential Information of each party includes the terms and conditions of this Agreement and all Order Forms (including pricing). Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party without the use of the Disclosing Partys Confidential Information. 6.2. Non-Disclosure. The Receiving Party (i) will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care); (ii) will not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; and (iii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates employees and permitted subcontractors who are not C3 Competitors and who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. C3 may use any residual information. Residual information means the ideas, know-how, and techniques retained in the unaided memories of C3s personnel who have had access to Customers Confidential Information in the course of performing the C3 Services under this Agreement. Either party may disclose the terms of this Agreement or any Order Form to its legal counsel and accountants without the other partys prior written consent, provided that such recipient is subject to terms of confidentiality no less restrictive than those set forth herein and the party that makes any such disclosure remains responsible for such recipients compliance with this Confidentiality section. Notwithstanding the foregoing, C3 may disclose the terms of this Agreement and any applicable Order Form to a subcontractor to the extent necessary to perform C3s obligations to Customer under this Agreement, under terms of confidentiality materially as protective as set forth herein. 6.3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so. In such case, the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Partys cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Partys Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information. 7. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS 7.1. Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so. 7.2. C3 Warranties. C3 warrants that during an applicable Subscription Term (a) the Technical Specification C3 001: C3 AI Suite, Application and Data Security will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data, (b) C3 will not materially decrease the overall security of the Subscribed C3 Applications or C3 AI Suite, as applicable, (c) the Subscribed C3 AI Suite and C3 Applications will perform materially in accordance with the applicable Documentation, and (d) the C3 Implementation Services and C3 CoE Support Services, as applicable, will be performed in a professional and workmanlike manner in conformance with generally accepted industry standards, and the C3 Support Services will be performed in material conformance with Exhibit A-1. For any breach of a warranty above, Customers exclusive remedies are as follows: (i) Section 8.2(a) above, the update of the Technical Specification C3 001: C3 AI Suite, Application and Data Security to accurately reflect the applicable safeguards; (ii) Sections 8.2(b) and 8.2(c) above, the repair or replacement of the applicable functionality in the C3 Application or the C3 AI Suite; and (iii) Section 8.2(d), the re-performance of any substandard C3 Implementation Services, C3 CoE Support Services (if any), or C3 Support Services, reported to C3 within 60 days of completion of the applicable service. The foregoing warranties are subject to Customers implementation within no more than ninety (90) days of all updates and upgrades made available by C3. 7.3. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. BETA SERVICES ARE PROVIDED AS IS, EXCLUSIVE OF ANY WARRANTY WHATSOEVER. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY THE HOSTING SERVICES OR ANY THIRD PARTY HOSTING SERVICE PROVIDERS. 8. MUTUAL INDEMNIFICATION 8.1. Indemnification by C3. C3 will defend Customer against any claim, demand, suit or proceeding made or brought against Customer by a third party alleging that any C3 Service infringes or misappropriates such third partys Intellectual Property Rights (a Claim Against Customer), and will indemnify Customer from any damages, attorney fees and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a settlement approved by C3 in writing of, a Claim Against Customer, provided Customer (a) promptly gives C3 written notice of the Claim Against Customer, (b) gives C3 sole control of the defense and settlement of the Claim Against Customer (except that C3 may not settle any Claim Against Customer unless it unconditionally releases Customer of all liability), and (c) gives C3 all reasonable assistance, at C3s expense. The foregoing obligation shall not apply with respect to a Claim Against Customer if such claim arises out of (i) C3s compliance with Customers specifications, (ii) use of the C3 Service in combination with any software, hardware, network, data, or system not supplied by C3, including Customer Data, any Third Party Offering, Customer Application or Customer Extension, where the alleged infringement or misappropriation relates to such combination, (iii) any modification or alteration of the C3 Services (other than by C3), (iv) where Customer continues the allegedly infringing or misappropriating activity after being informed of modifications that would avoid the alleged infringement or misappropriation, or (v) use of the C3 Service other than in accordance with the terms and conditions of this Agreement. If C3 receives information about an infringement or misappropriation claim related to a C3 Service, C3 may in C3s discretion and at no cost to Customer (x) modify the C3 Services so that they are no longer claimed to infringe or misappropriate, without breaching C3s warranties under C3 Warranties above, (y) obtain a license for Customers continued use of that C3 Service in accordance with this Agreement, or (z) terminate Customers subscriptions for that C3 Service and refund Customer any prepaid fees covering the remainder of the term of the terminated subscriptions. 8.2. Indemnification by Customer. Customer will defend C3 against any claim, demand, suit or proceeding made or brought against C3 by a third party alleging that any of Customer Data, any Third Party Offering, Customer Application or Customer Extension infringes or misappropriates such third partys Intellectual Property Rights, or arising from Customers or Users use of the C3 Services or Customer Data in violation of the Agreement, the Documentation, Order Form or applicable law (each a Claim Against C3), and Customer will indemnify C3 from any damages, attorney fees and costs finally awarded against C3 as a result of, or for any amounts paid by C3 under a settlement approved by Customer in writing of, a Claim Against C3, provided C3 (a) promptly gives Customer written notice of the Claim Against C3, (b) gives Customer sole control of the defense and settlement of the Claim Against C3 (except that Customer may not settle any Claim Against C3 unless it unconditionally releases C3 of all liability), and (c) gives Customer all reasonable assistance, at Customers expense. 8.3. Exclusive Remedy. This Section 9 states the indemnifying partys sole liability to, and the indemnified partys exclusive remedy against, the other party for any type of claim described in this Section 9. 9. LIMITATION OF LIABILITY 9.1. Limitation of Liability. EXCLUDING C3S LIABILITY UNDER SECTION 9.1 (INDEMNIFICATION BY C3), AND CUSTOMERS LIABILITY UNDER SECTIONS 5 (FEES AND PAYMENT) AND 9.2 (INDEMNIFICATION BY CUSTOMER), IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY, TOGETHER WITH ALL OF ITS AFFILIATES, ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF SUBSCRIPTION FEES PAID BY CUSTOMER AND CUSTOMERS AFFILIATES HEREUNDER FOR THE C3 SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. NOTHING SET FORTH HEREIN LIMITS EITHER PARTYS LIABILITY FOR INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTYS INTELLECTUAL PROPERTY RIGHTS. EXCEPT AS SET FORTH ABOVE, THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. 9.2. Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTYS REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW. 10. TERM AND TERMINATION 10.1. 11.1 Term of Agreement. This Agreement commences on the Effective Date and continues until all subscriptions hereunder have expired or have been terminated. 10.2. Term of Subscriptions. The term of each subscription shall be as specified in the applicable Order Form. 10.3. Termination. A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. 10.4. Refund or Payment upon Termination. If this Agreement is terminated by Customer in accordance with Section 11.3 (Termination), C3 will refund Customer any prepaid fees for the C3 Support Services covering the then applicable remainder of the support term after the effective date of termination. If this Agreement is terminated by C3 in accordance with Section 11.3, Customer will pay any unpaid fees covering the remainder of the term of all Order Forms. In no event will termination relieve Customer of Customers obligation to pay any fees payable to C3 for the period prior to the effective date of termination. 10.5. Customer Data Portability and Deletion; Customer Application and Customer Extension Deletion. Upon request by Customer made within 30 days after the effective date of termination or expiration of this Agreement, C3 will make Customer Data, any Customer Applications, and any Customer Extensions, available to Customer in the then current format in which it was stored. After such 30-day period, C3 will have no obligation to maintain or provide Customer any of Customer Data, any Customer Applications or any Customer Extensions, and as provided in the Documentation, C3 will thereafter delete or destroy all copies thereof in C3s systems or otherwise in C3s possession or control, unless legally prohibited. 10.6. Surviving Provisions. The sections titled Section 1 (Definitions), Section 3.3 (Customers Responsibilities), Section 4 (Non-C3 Provide), Section 5 (Fees and Payment), Section 6.1 (C3 Intellectual Property Ownership), Section 6.2 (Customer Intellectual Property Ownership), Section 6.4 (Customer Data), Section 6.5 (License to Use Feedback), Section 6.6 (Federal Government End Use Provisions), Section 7 (Confidentiality), Section 8.3 (Disclaimers), Section 9 (Mutual Indemnification), Section 10 (Limitation of Liability), Section 11.4 (Refund or Payment upon Termination), Section 11.5 (Customer Data Portability and Deletion; Customer Application and Customer Extension Deletion), Section 11.6 (Surviving Provisions), and Section 12 (Governing Law and Jurisdiction; Notices) and Sections 13.3 and 13.5-13.9 (General Provisions) will survive any termination or expiration of this Agreement. 11. GOVERNING LAW AND JURISDICTION; NOTICES 11.1. Governing Law and Venue. (a) If Customer is domiciled in a country outside the USA, this Agreement shall be governed and construed under the laws of New York, excluding the conflict of law rules. Customer and C3 agree that any dispute or claim arising from this Agreement shall be submitted to International JAMS Arbitration and shall be finally settled under the International JAMS Arbitration Rules by one arbitrator appointed in accordance with the said Rules. The place of arbitration shall be New York, New York. The arbitration shall be held, and the award shall be rendered, in English. Any arbitration award shall be enforceable pursuant to the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards. (b) If Customer is domiciled in the United States, this Agreement shall be governed by and construed under the laws of the United States and the State of California, excluding its conflict of law rules. Customer and C3 hereby submit to the exclusive jurisdiction of, and waive any venue objections against, the United States District Court for the Northern District of California, San Francisco Branch and the Superior and Municipal Courts of the State of California, San Mateo County, in any litigation arising out of this Agreement. (c) Without limiting the foregoing, Customer acknowledges and agrees that any unauthorized use of C3s Confidential Information or Intellectual Property will cause immediate and irreparable injury to C3 and therefore money damages would be incalculable and insufficient, and C3 will be entitled, in addition to any other available remedies at law or in equity, to seek equitable relief, including immediate injunctive relief or specific performance or both, without bond and without necessity of showing actual monetary damages, with any competent court or enforcement agencies, including those in the United States and/or in the country in which Customer is domiciled. The prevailing party in any legal action related to this Agreement is entitled to recover its reasonable attorneys fees and costs from the other party. Customer and C3 agree that the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Transactions Act are specifically excluded from application to this Agreement. 11.2. Manner of Giving Notice. Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing by registered mail with return receipt requested, or (c), except for notices of termination or an indemnifiable claim (Legal Notices), which shall clearly be identifiable as Legal Notices, the day of sending by email. Billing-related notices to Customer will be addressed to the relevant billing contact designated by Customer. All other notices to Customer will be addressed to the relevant C3 Services system administrator designated by Customer. Email notices to C3 will be emailed to C3legal@C3.ai. 12. GENERAL PROVISIONS 12.1. Export Compliance. The C3 Services, other technology C3 makes available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. Customer shall not and shall not permit Users to access or use any C3 Service in a U.S. embargoed country (currently Cuba, Iran, North Korea, Sudan, Syria or Crimea) or in violation of any export law or regulation of the United States or of any other applicable jurisdiction. Customer will not provide to C3, absent prior written notice, any data or other item that requires C3 to seek an export license or authorization from any United States agencies having jurisdiction. 12.2. Anti-Corruption. Customer agrees that Customer has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of C3s employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Customer learns of any violation of the above restriction, Customer will use reasonable efforts to promptly notify C3s Legal Department at legal@c3.ai. 12.3. High risk applications. C3 Materials are not intended for use in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control systems, life support machines or other equipment in which the failure thereof could lead to death, personal injury, or severe physical or environmental damage. Any product warranties for the C3 Materials under this Agreement shall exclude the applications and devices set forth in this section. Customer agrees that the C3 Materials shall not be used in applications where failure could threaten injury or life. C3 disclaims any and all liability arising out of, or related to, any such use of the C3 Materials. 12.4. Entire Agreement and Order of Precedence. This Agreement, including any related Order Forms and Statements of Work constitute the entire agreement between Customer and C3 regarding Customers use of the C3 Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. The parties agree that any term or condition stated in Customers purchase order or in any other of Customers order documentation (excluding Order Forms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form (including its exhibits), (2) this Agreement, and (3) the Documentation. 12.5. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other partys prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (together with all Order Forms), without the other partys consent, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, change of control or similar such transaction, or sale of all or substantially all of its assets related to this Agreement. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns. 12.6. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. 12.7. Third-Party Beneficiaries; Affiliates. There are no third-party beneficiaries under this Agreement. Customers Affiliates may order C3 Services subject to the terms of this Agreement by entering into Order Forms hereunder. 12.8. Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. 12.9. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect. 12.10. Publicity; Non-Disparagement. C3 may reference Customer and the nature of the Services provided hereunder in C3 business development and marketing efforts, including without limitation its web site. Customer agrees to allow C3 to issue a press release upon execution of this Agreement provided Customer has approved such press release in writing and in advance, such approval not to be unreasonably withheld, and to use Customers name in any listing of customers of C3. Customer agrees, and shall cause its Affiliates, not to disparage C3 or its officers, directors, employees, equity holders, agents or Affiliates (including its Affiliates officers, directors, employees or agents) in any manner, or to otherwise communicate about any of them in any manner that is reasonably likely to be harmful to any of them or their businesses, or to their personal or business reputation, including without limitation by attributed or non-attributed (e.g., anonymous) statements posted on any website or other forum; provided that Customer may respond accurately and fully to any question, inquiry or request for information when required by applicable law. 12.11. Insurance. C3 will maintain insurance coverage during the term of the Agreement. 12.12. Subject to Change. Please contact C3.ai for the most current version.