Terms and conditions

TEKNOIR PRODUCT TERMS AND CONDITIONS

IMPORTANT: THE TEKNOIR.AI PLATFORM TERMS AND CONDITIONS OF USE (AVAILABLE AT WWW.TEKNOIR.AI/____)(“PLATFORM T&CS”) ARE FULLY INCORPORATED HEREIN BY REFERENCE ALONG WITH THESE PRODUCT TERMS AND CONDITIONS (“PRODUCT T&CS”) INTO ANY TEKNOIRTEKNOIR ORDER FORM OR AGREEMENT THAT REFERENCES IT, AND FORMS PART OF THE BINDING AGREEMENT BETWEEN TEKNOIRTEKNOIR AND CUSTOMER (HEREINAFTER “CUSTOMER”, “YOU” OR “YOUR”). TO THE EXTENT THERE IS ANY CONFLICT BETWEEN THE PLATFORM T&CS AND PRODUCT T&CS, THE PLATFORM T&CS SHALL PREVAIL.

TEKNOIRTEKNOIR PROVIDES THE PRODUCTS SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THE PLATFORM T&CS, THESE PRODUCT T&CS AND ON THE CONDITION THAT CUSTOMER ACCEPTS AND COMPLIES WITH THEM. CUSTOMER AGREES TO BE BOUND BY THE FOREGOING TERMS AND CONDITIONS BY EXECUTING AN ORDER FORM OR OTHER AGREEMENT THAT REFERENCES THIS AGREEMENT. THE INDIVIDUAL ACTING ON BEHALF OF A CUSTOMER COMPANY OR OTHER LEGAL ENTITY REPRESENTS AND WARRANTS THAT THEY HAVE THE RIGHT, POWER, AND AUTHORITY TO AGREE ON BEHALF OF CUSTOMER AND BIND CUSTOMER TO ITS TERMS. IF CUSTOMER DOES NOT AGREE TO THE TERMS AND CONDITIONS, TEKNOIRTEKNOIR WILL NOT AND DOES NOT LICENSE THE PRODUCT OR SOFTWARE TO CUSTOMER AND YOU MUST NOT DOWNLOAD OR INSTALL THE SOFTWARE OR DOCUMENTATION.

Version: Teknoir Product Terms and Conditions, last updated on 11/13/2020.

• DEFINITIONS.

"Acceptable Use Policy" means TeknoirTeknoir’s Acceptable Use Policy, as in effect from time to time, and located at https://docs.Teknoir teknoir.ai.

"Affiliate" means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term "control" (including the terms "controlled by" and "under common control with") means the direct or indirect power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.

"Agreement" means these Product T&Cs and fully included by reference the Platform T&Cs, and any Order Form and/or Statement of Work, schedule, attachment, or appendix incorporated by or included with any Order Form. In the event of a conflict, the terms of this Agreement shall be determined by giving preference in descending order of control to (1) the Platform T&Cs; (2) the Product T&Cs; (3) the Order Form; and (4) any Statement of Work, schedule, attachment, or appendix thereto.

"Confidential Information" has the meaning set forth in Section 6.1.

"Customer" means in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this Agreement by executing/entering an Order Form, and/or Statement of Work or other agreement that references this Agreement.

"Customer Content" means information, data, and other content, in any form or medium, that is processed, transmitted, or stored, directly or indirectly from Customer or a Designated User by or through the Product.

"Designated Users" means solely those individuals authorized to use the Product pursuant to the license granted under the Platform T&Cs.

"Documentation" means user manuals, technical manuals, and any other materials provided by Teknoir, in printed, electronic, or other form, that describe the installation, operation, use, or technical specifications of the Software.

“Edge Device(s)” means a lightweight, disposable IoT device with ‘AI on a chip’ capable of ingestion, real time control, app orchestration, and/or mesh communication to other IoT devices and designed to operate at the “far edge.

"Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

"Law" and "Laws" means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.

"License" has the meaning set forth in Section 2.

"Maintenance Release" means any update, upgrade, release, or other adaptation or modification of the Product, including any updated Documentation, that Teknoir may provide to Customer from time to time during the Term, which may contain, among other things, error corrections, enhancements, improvements, or other changes to the user interface, functionality, compatibility, capabilities, performance, efficiency, or quality of the Product, but does not include any New Version.

"New Version" means any new version of the Product that Teknoir may from time to time introduce and market generally as a distinct licensed product (as may be indicated by Teknoir’ designation of a new version number), and which Teknoir may make available to Customer at an additional cost under a separate written agreement.

"Open Source Components" means any software component that is subject to any open source license agreement, including any software available under the GNU Affero General Public License (AGPL), GNU General Public License (GPL), GNU Lesser General Public License (LGPL), Mozilla Public License (MPL), Apache License, BSD licenses, or any other license that is approved by the Open Source Initiative.

"Open Source License" has the meaning set forth in Section 2.3.

"Order Form" means an ordering document or online order specifying the Products to be provided hereunder that is entered into between Customer and Teknoir or any of their Affiliates, including any schedules and/or addenda thereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.

"Party" or "Parties" means Teknoir and Customer, individually or collectively.

"Person" means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other entity.

"Product" means the Edge Device(s) that are ordered by Customer under an Order Form or online purchasing portal, or provided to Customer free of charge (as applicable) or under a free trial, and made available online by Teknoir.

"Professional Services Terms and Conditions" means Teknoir’s Professional Services Terms and Conditions, referenced in the Order Form, Statement of Work, or similar agreement between Teknoir and Customer, as in effect from time to time and located at https://docs.teknoir.com.

"Services" means certain services provided by Teknoir as specified in an Order Form, subject to the Professional Services Terms and Conditions.

"Service Level Terms" means Teknoir’s Service Level Terms, as in effect from time to time and located at https://docs.Teknoir.com.

"Teknoir" means Teknoir LLC, a Delaware limited liability company, with offices at 720 N. Post Oak Rd., Suite 500, Houston, Texas, USA 77024.

"Taxes" means any taxes, levies, duties or similar governmental assessments.

"Term" and "License Term" have the meanings set forth in Section 10.

"Warranty Period" has the meaning set forth in Section 7.2.

• LICENSE AND RESTRICTIONS.

2.1 License Grant. Subject to and conditioned upon Customer’s acceptance and strict compliance with all applicable terms and conditions referenced and incorporated into this Agreement, Teknoir hereby grants to Customer the License Grant concurrent with Section 3 of the Platform T&Cs.

2.2 Open Source Licenses. The Product includes Open Source Components, the details of which are available at https://docs.Teknoir.com (each, an "Open Source License"). Any use of the Open Source Components by Customer is governed by, and subject to, the terms and conditions of the Open Source License(s).

2.3 Acceptable Use. Customer agrees that its use of the Product will comply with Teknoir' Acceptable Use Policy.

• MAINTENANCE RELEASES AND SUBCONTRACTING.

3.1 Maintenance Releases. During the Term, Teknoir will provide Customer with all Maintenance Releases to the Product(s) (including updated Documentation) that Teknoir may, in its sole discretion, make generally available to its customers at no additional charge. All Maintenance Releases provided by Teknoir to Customer are deemed Products. Customer will install all Maintenance Releases as soon as practicable after receipt. Customer does not have any right hereunder to receive any New Versions of the Product that Teknoir may, in its sole discretion, release from time to time.

3.2 Right to Subcontract. Teknoir maintains the right to subcontract with approved Teknoir vendors to provide the Product and any maintenance or warranty services. Such vendors will abide by the confidentiality and security provisions in this Agreement.

• FEES AND PAYMENTS.

4.1 Invoicing and Payment. Customer is responsible for providing complete and accurate billing and contact information to Teknoir and notifying Teknoir of any changes to such information. Unless otherwise provided in the Order Form, (a) invoiced fees are due net 30 days from the invoice date, (b) prior to any payment due date, Customer shall notify Teknoir and provide details of any disputed fees, and (c) Customer shall pay undisputed fee amounts when due.

4.3 Taxes. Teknoir' fees may include Taxes. Customer is responsible for paying all Taxes assessed in connection with its acquisition or use of the Product. If Teknoir is obligated to collect or remit taxes for which Customer is responsible, Teknoir will invoice Customer and Customer will pay that amount or provide a valid tax exempt certificate issued by the appropriate taxing authority. Teknoir is solely responsible for taxes assessable against it based on its income, property, or employees.

4.4 Overdue Charges; Defaults. If Customer fails to pay an amount due to Teknoir by its due date, then without limiting Teknoir' rights or remedies, those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower. In addition, Teknoir may give notice to Customer of its failure to pay fees or comply with any other obligation required of Customer, and if Customer does not cure the failure within 15 days after notice by Teknoir, then Teknoir may, in addition or in the alternative to exercising any other right or remedy available under this Agreement or by law, (1) accelerate any unpaid fee amounts owed by Customer so that all become immediately due and payable, and (2) terminate Customer's license to use or access the Product and/or Platform. Teknoir will not exercise its rights under this Section 4.4 for any fee amounts which Customer is reasonably disputing and cooperating diligently and in good faith to resolve the dispute; if the dispute is not resolved within thirty (30) days, Customer shall pay any disputed amount.

• INTELLECTUAL PROPERTY RIGHTS.

5.1 Intellectual Property Ownership. Customer acknowledges and agrees that the Product is licensed, not sold. Customer does not have any ownership interest in the Product in connection with this Agreement, or in any related Intellectual Property Rights. Teknoir or its licensors and supplier(s), as applicable, is the sole and exclusive owner of all right, title, and interest in and to the Product, including all Intellectual Property Rights relating thereto, subject only to the rights of third parties in Open Source Components.

5.2 Except for the limited license expressly granted to Customer under this Agreement, all rights are reserved by and to Teknoir.

• CONFIDENTIAL INFORMATION.

See Section 7 of the Platform T&Cs.

• REPRESENTATIONS AND LIMITED WARRANTY.

7.1 Mutual Representations and Warranties. Each Party represents, warrants and covenants to the other Party that: (a) it is duly organized, validly existing and in good standing as a corporation or other entity under the Laws of the jurisdiction of its incorporation or other organization; (b) it has the full right, power and authority to enter into and perform its obligations and grant the rights, licenses and authorizations it grants and is required to grant under this Agreement; (c) the execution of this Agreement by its representative whose signature is set forth at the end of this Agreement has been duly authorized by all necessary corporate or organizational action of such Party; and (d) when executed and delivered by both Parties, this Agreement will constitute the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms.

7.2 Limited Warranty. Subject to the limitations and conditions set forth in Section 7.3 and Section 7.4, Teknoir warrants to Customer that during the twelve (12) months from deliver to Customer of a purchased Product (the "Warranty Period"): (a) the Product will substantially conform in all material respects to the Documentation, when installed, operated and used as recommended in the Documentation and in accordance with this Agreement; (b) no Maintenance Release, when correctly installed by Customer in accordance with the Documentation and this Agreement, will have a material adverse effect on the functionality of the Product; and (c) the Product as delivered does not infringe any valid copyright or trade secret right, nor so far as Teknoir knows, any patent right or other intellectual-property right, of any third party.

7.3 Customer Requirements. The limited warranties set forth in Section 7.2 apply only if Customer: (a) notifies Teknoir in writing of the warranty breach before the expiration of the Warranty Period; (b) has promptly installed all Maintenance Releases to the Product that Teknoir previously made available to Customer; and (c) as of the date of notification, is in compliance with all terms and conditions of this Agreement (including the payment of all fees then due and owing).

7.4 Exceptions. Notwithstanding any provisions to the contrary in this Agreement, the limited warranty set forth in Section

7.2 does not apply to problems arising out of or relating to: (a) the Product or the Platform, that is modified or damaged by Customer or its representatives; (b) any operation or use of, or other activity relating to, the Product other than as specified in the Documentation, including any incorporation in the Product of, or combination, operation or use of the Product in or with, any technology (including any software, hardware, firmware, system or network) or service not specified for Customer's use in the Documentation; (c) Customer's or any third party's negligence, abuse, misapplication or misuse of the Product, including any use of the Product other than as specified in the Documentation; (d) Customer's failure to promptly install all Maintenance Releases that Teknoir has previously made available to Customer; (e) the operation of, or access to, Customer's or a third party's system or network; (f) any Open Source Components, beta software, software that Teknoir makes available for testing or demonstration purposes, temporary software modules or software for which Teknoir does not receive a license fee; (g) Customer's breach of any material provision of this Agreement; or (h) any other circumstances or causes outside of the reasonable control of Teknoir (including abnormal physical or electrical stress).

7.5 Remedial Efforts. If Teknoir breaches, or is alleged to have breached, any of the warranties set forth in Section 7.2, Teknoir may, at its sole option and expense, take any of the following steps to remedy such breach: (a) replace any damaged or defective Product; (b) amend, supplement or replace any incomplete or inaccurate Documentation; (c) repair the Product; (d) replace the Product with a functionally equivalent product (which product will, on its replacement of the product, constitute the Product hereunder); and/or (e) refund the fee(s) paid for the failed Product Teknoir, and Customer’s license under this Agreement will be terminated. Customer’s exclusive remedy for any breach or alleged breach of Section 7.2(c) will be to invoke the provisions of the "Infringement Indemnity" (Section 8.2) of this Agreement. The remedies set forth in this Section 7.5 are Customer’s sole and exclusive remedies and Teknoir’ sole liability under the limited warranty set forth in Section 7.2.

7.6 DISCLAIMER OF WARRANTIES. EXCEPT FOR THE LIMITED WARRANTIES SET FORTH IN SECTION 7.2, ALL PRODUCTS, DOCUMENTATION AND OTHER PRODUCTS, INFORMATION, MATERIALS AND SERVICES PROVIDED BY TEKNOIR ARE PROVIDED "AS IS." TEKNOIR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, TEKNOIR MAKES NO WARRANTY OF ANY KIND THAT THE PRODUCTS OR DOCUMENTATION, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR OTHER PERSONS' REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, OTHER PRODUCTS, SYSTEMS, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE.

7.7 Except for the limited warranty and exclusive remedies provided in section 7.2, Customer agrees that Teknoir makes no representation or warranty as to the Product.

• INDEMNIFICATION.

8.1 Any supplemental third-party software that Customer uses in conjunction with the Product, whether provided by Teknoir or otherwise, may only be so used so long as Customer’s use of the supplemental software complies with applicable third-party software licensing terms and conditions, if any.

8.2 Infringement Indemnity. If a third party (other than Customer’s Affiliate) makes a claim that, if successful, would constitute a breach of the non-infringement warranty of Section 7.2(c), then Teknoir will defend Customer against the claim, at Teknoir’ expense, and indemnify Customer against any resulting monetary awards by the court, subject to the conditions and limitations stated in this Section 8.

8.3 For Customer to be entitled to defense and indemnity under Section 8.2, Customer must: (a) promptly notify Teknoir in writing of the third-party claim; (b) not make any non-factual admissions in respect of the claim without Teknoir’ prior written consent; (c) give Teknoir sole control of the defense; (d) not settle the claim without Teknoir’ consent; and (e) assist Teknoir in the defense at Teknoir’s request and expense.

8.4 Teknoir’s maximum aggregate liability for defense and indemnity under Section 8.2 will be the aggregate amount of the applicable fees paid by Customer for the Product and related license fees for the Platform during the preceding twelve (12) months prior to the date of the claim for defense an indemnity pursuant to this Agreement.

8.5 At Customer’s option, Customer may engage separate counsel, at Customer’s own non-reimbursable expense, to monitor the defense; if Customer advises Teknoir that Customer has done so, Teknoir will instruct Teknoir’s counsel to provide all reasonable cooperation with Customer’s counsel for that purpose.

8.6 If Teknoir determines that defense (or continued defense) of the claim is not practical and that Customer must cease using one or more aspect of the Product , then Teknoir will, at Teknoir’s option and expense: (a) replace or modify the relevant aspect(s) of the Product to make it non-infringing while still performing the same or substantially the same functions; (b) procure the right for Customer to continue using the relevant aspects of the Product; or (c) advise Customer to stop using the relevant aspect(s) of the Product and Teknoir will refund the fee that Customer paid for the Product.

8.7 Teknoir will not be responsible for any infringing use that Customer may make of the Product after Teknoir advises Customer to stop using the Product under Section 8.6(c).

8.8 Teknoir’s obligations under this Infringement Indemnity section are Customer’s exclusive remedy for any alleged or actual infringement by the Product or Customer’s use of any aspect of the Product. Teknoir may seek indemnity from manufacturers of all or part of the component parts of the Product.

8.9 One or more components of the Product may include Open Source Components or third-party software code that is licensed, or sublicensed, to the user under the GNU General Public License (GPL) or other similar software licenses, which may provide for certain rights to Customer relating specifically to such code. Teknoir's indemnity obligations under Section 8 do not apply to the extent that the alleged infringement arises from Open Source Components or other third party materials identified in this Section 8.9.

• LIMITATIONS OF LIABILITY.

9.1 Limitation of Remedies. Each remedy limitation in this Section 9 is to be enforced to the maximum extent permitted by law, independently of any other applicable remedy limitation, even if any particular remedy is held to have failed of its essential purpose, and also independently of the warranty-disclaimer provisions of this Agreement. Customer acknowledges that otherwise Teknoir would not have sold the Product on the economic terms associated with such sale.

9.2 To the greatest extent permitted by law, except as set out below, neither Teknoir nor its subsidiaries, parent company, or Affiliates, nor the employees, officers, directors, shareholders, or members of any of them, if any, will be liable to Customer or any person claiming through Customer, in contract, tort, strict liability, or otherwise, for any indirect, consequential, incidental, special, punitive, exemplary, or similar damages, arising from or relating to any alleged or actual breach of this Agreement or from the use of, the results of the use of, or the inability to use the Product, including, as examples but not limitations, lost profits or other economic loss, loss of privacy, loss of confidential information, arising from the use of, the results of the use of, or the inability to use the Product.

9.3 Other than Teknoir’ obligation, where applicable, to defend and indemnify Customer against third-party infringement claims in Section 8.2, to the greatest extent not prohibited by law, the maximum aggregate liability of Teknoir to Customer, or to any person claiming rights through Customer, in respect of any and all claims arising from or related to this Agreement, in contract, tort, or otherwise, will be the aggregate amount of fees paid by Customer for the Product and related license fees for the Platform during the preceding twelve (12) months prior to the date of the claim for defense an indemnity pursuant to this Agreement.

10. AUDITS.

11.1 Audit Procedure. Teknoir or its nominee (including its accountants and auditors) may, in Teknoir's sole discretion and upon written request with at least 10 days' notice, inspect and audit Customer's installation and use of the Product under this Agreement at any time during the Term and for one (1) year following the termination or expiration of this Agreement. All audits will be conducted during regular business hours, no more frequently than once in any twelve (12) month period, and in a manner that does not unreasonably interfere with Customer's business operations. Customer shall make available all such books, records, equipment, information, and personnel, and provide all such cooperation and assistance, as may reasonably be requested by or on behalf of Teknoir with respect to such audit.

11.2 Cost and Results of Audit. If the audit determines that Customer's use of the Product breaches this Agreement, Customer shall pay to Teknoir as liquidated damages and not as a penalty, the sum of $5,000.00 plus all reasonable costs incurred by Teknoir in conducting the audit. Customer shall make all payments required under this Section 11.2 within thirty (30) days of the date of written notification of the audit results.

12. MISCELLANEOUS

12.1 Governing Law / Forum. This Agreement is to be governed by and construed under the laws of the State of Texas, USA without reference to conflicts of law principles. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is hereby excluded in its entirety from application to this Agreement. Any disagreement or dispute arising out of or relating to this Agreement, or the breach thereof, which the parties are unable to resolve after good faith negotiations, shall be submitted first to the upper management level of the parties. The parties, through their upper management level representatives shall meet within 30 days of the dispute being referred to them and if the parties are unable to resolve such disagreement or dispute within 30 days of meeting, except to the extent specifically prohibited by applicable law in your jurisdiction, such disagreement or dispute shall be settled by final and binding arbitration to be conducted in Houston, Texas, USA in accordance with the Commercial Rules of the American Arbitration Association (“Rules”) and shall be heard by one arbitrator appointed in accordance with the Rules and to be mutually agreed to by the parties. If the parties fail to mutually agree upon an arbitrator within 30 days of submitting the dispute to arbitration, the American Arbitration Association shall appoint the arbitrator. The loser shall bear the costs and attorneys’ fees associated with the arbitration proceedings. No dispute between the parties, or involving any person but you, may be joined or combined together, without the prior written consent of Teknoir. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, any breach of this Agreement could cause Teknoir irreparable harm and you agree that Teknoir has the right to institute legal or equitable proceedings, including proceedings seeking injunctive relief, in a court of law for claims or disputes regarding your violation or threatened violation of this Agreement. You irrevocably waive any objection on the grounds of venue, forum non-conveniens or any similar grounds and irrevocably consent to service of process by mail or in any other manner permitted by applicable law and irrevocably consent to the jurisdiction of the courts located in Houston, Texas, USA for any such claims arising from or related to this Agreement. The parties specifically agree that, in the event that there is a dispute under this Agreement no such dispute shall be resolved by jury trial. THE PARTIES HERETO WAIVE ALL RIGHTS TO A JURY TRIAL FOR ANY DISPUTES ARISING UNDER THIS AGREEMENT, INCLUDING DISPUTES AS TO WHETHER ATTORNEY’S FEES OR OTHER DAMAGES ARE DUE HEREUNDER. Unless, and only to the extent, prohibited by law in your jurisdiction, any and all disagreements, disputes, mediation, arbitration or litigation relating to this Agreement shall be conducted in the English language, including without limitation any correspondence, discovery, submissions, filings, pleadings, oral pleadings and arguments, and orders or judgments. You agree to pay any costs incurred by Teknoir in enforcing any provision of this Agreement in the event of the initiation of any legal action or proceedings for such purpose, including but not limited to all court costs and reasonable attorneys’ fees, which costs shall bear interest at the rate of 1½% per month from the date of judgment.

12.2 Export Controls. Customer agrees that it will not transfer any aspect of the Product, nor any related software or Documentation provided by Teknoir, except in compliance with U.S. export-control regulations or other applicable export laws. (NOTE: transfer or disclosure to a non-U.S. citizen may constitute an ‘export’ even if occurring within the U.S.) For example, Customer will not export or re-export to any person on a government-promulgated export restriction list or to any U.S.-embargoed countries. Customer represents and warrants that: (a) Customer is not listed in any export restriction list; (b) Customer is not a citizen or resident of any U.S.-embargoed country; and (c) Customer has not had its export privileges suspended, revoked, or denied by a governmental authority having jurisdiction. If Teknoir so requests, Customer will sign written assurances and other export-related documents as may be required to comply with applicable export laws.

12.3 U.S. Government. The Product and Documentation are or may contain "commercial computer software" and "commercial computer software documentation," respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, modification, reproduction, release, performance, display or disclosure of the Product and accompanying Documentation by the United States Government are to be governed solely by the terms of this Agreement and is prohibited except to the extent expressly permitted by the terms of this Agreement. The Manufacturer / Contractor is Teknoir LLC, 720 North Post Oak Rd Suite 500, Houston, Texas 77024.

12.4 Savings Clause. If any provision of this Agreement is held to be invalid, void, unenforceable, or otherwise defective by a court or other tribunal of competent jurisdiction, then (a) all other provisions will remain enforceable, and (b) such provision will be deemed modified to the minimum extent necessary to cure the defect.

12.5 Exclusive Agreement / Amendments. (a) This Agreement is the Parties' final, complete, exclusive, and binding statement of the Product T&Cs concerning its subject matter. (b) Each Party represents and warrants that it is sophisticated in the subject matter hereof and that, in entering into this Agreement, that party is not relying on any promises, warranties, or representations by the other party that are not stated in (or expressly incorporated by reference into) this Agreement. (c) This Agreement may be amended only by a writing that so states and is signed by the parties; each party agrees not to assert otherwise in any forum. (d) If Customer provides Teknoir (or previously provided Teknoir) with a purchase order or similar document, any terms, conditions, or provisions appearing therein (other than as to identification of the Product and optionally of any maintenance or any training or consulting services being purchased) will be given effect if and only if the purchase order meets the amendment requirements of this Section 12.5. No vendor, distributor, reseller, dealer, retailer, or other person (other than an authorized officer of Teknoir) is authorized to modify this Agreement nor to make any warranty, representation or promise that is different than, or in addition to, the representations and promises of this Agreement.

12.6 Product Modifications. Teknoir reserves the right to modify the Product; to offer new service plans and discontinue existing ones; and to modify its pricing. Teknoir will not discontinue Customer's access to a LImited Warranty during Customer's then-current Warranty Period, however, Teknoir may elect in its sole discretion to offer to upgrade Customer to a higher-level Product for the remainder of the Warranty Period.

12.7 Assignment. Customer may assign this Agreement only (a) with Teknoir’ prior written consent, or (b) without Teknoir’ prior consent and upon notice to a wholly owned subsidiary, or in connection with any merger, acquisition, or reorganization involving Customer, subject to the following conditions: (i) Customer, or Customer’s successor, continuing in the same type of business that Customer was conducting at the time of this Agreement’s execution, and (ii) Customer or Customer’s successor providing to Teknoir a written ratification and assumption of this Agreement (in a form reasonably satisfactory to Teknoir) concurrent with the assignment. Any other attempted or actual assignment by Customer will be void. Customer's attempt to assign this Agreement, unless otherwise expressly permitted or agreed-to in writing by Teknoir, shall constitute a material breach of this Agreement and Teknoir may elect to immediately terminate its obligations under this Agreement and cancel any associated Platform license. Any assignee of this Agreement is to be deemed to have assumed the assigning party's obligations under, and to have undertaken to be bound by the terms and conditions of, this Agreement. The assignment will not relieve the assigning party of liability for any pre-assignment breach of this Agreement. Teknoir may assign this Agreement, Order Form, Scope of Work, or other agreement, at any time, including but not limited to, as part of a corporate reorganization, consolidation, merger, or sale of all or substantially all of its assets or business to which this Agreement relates. Any change of control or acquisition event that occurs for Teknoir will not affect the terms of this Agreement including the fees paid or to be paid by Customer.

12.8 Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement will be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.

12.9 Force Majeure. Neither Party will be liable for any failure to perform its obligations where such failure is as a result of Acts of Nature (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, government mandated shutdown due to pandemics, nationalization, government sanction, blockage, embargo, labor dispute, strike, lockout or interruption or failure of electricity or telecommunications service (for example, Internet failures).

12.10 Language. By express agreement of the Parties, this Agreement is written in and shall be interpreted for all purposes in accordance with the English language as used in the United States of America.

12.12 Notices. Except as otherwise expressly set forth in this Agreement, any notice, request, consent, claim, demand, waiver, or other communication under this Agreement have legal effect only if in writing and addressed to a Party at the address designated herein (or to such other address or such other person that such addressee Party may designate from time to time in accordance with this Section 12.12). Notices to Customer shall be delivered as set forth in any applicable Order Form. Notices shall be delivered to Teknoir as set forth in Section 1. Notices sent in accordance with this Section 12.11 will be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; and (c) on the fifth (5th) day after the date mailed by certified or registered mail, return receipt requested, postage prepaid.

12.13 Privacy. Customer agrees that Teknoir may collect, store, use, compile, modify, translate, and/or disclose information that Customer processes, transmits, or stores using the Product as stated in the applicable version of Teknoir's Privacy Statement (currently available at or as required by law, for the purpose of developing, servicing or maintaining the Product and to monitor the use of the Product.

12.14 Waivers. Except as expressly provided otherwise herein, waivers concerning this Agreement must be in express, signed writings. Each party agrees not to assert a waiver that does not comply with the previous sentence.

12.15 Interpretation. For purposes of this Agreement: (a) the words "include," "includes" and "including" are deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; (c) the words "herein," "hereof," "hereby," "hereto" and "hereunder" refer to this Agreement as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice versa; and (e) words denoting any gender include all genders. Unless the context otherwise requires, references in this Agreement: (x) to sections, exhibits, schedules, attachments, and appendices mean the sections of, and exhibits, schedules, attachments, and appendices [attached] to, this Agreement; (y) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. The Parties intend this Agreement to be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted. The exhibits, schedules, attachments, and appendices referred to herein are an integral part of this Agreement to the same extent as if they were set forth verbatim herein.

12.16 Headings. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.


THIS CONCLUDES THE TEKNOIR PRODUCT T&CS.