General Terms of Use

Welcome to ALPS.  The following terms and conditions (“Terms”) govern your use of all content, material, data and information made available by, accessed, downloaded or otherwise received by you directly or indirectly from the ALPS Product (“ALPS”), owned and operated by the iQuanti, Inc. (“iQuanti”). iQuanti and you are sometimes referred to herein individually as a “Party” and collectively, the “Parties.”

By accessing, viewing, downloading or otherwise using alps, including any content, material, data and information, you, for yourself and on behalf of any person, organization, entity, or employer for which you are acting, acknowledge that accessing, viewing, downloading or otherwise using alps is subject to these terms, that you have read and understand these terms, that you agree to them and that you intend to be legally bound by them. If you do not agree to these terms, you are not granted permission to use alps and must exit immediately.

Any personal information that you provide to iQuanti on or through ALPS is subject to our Privacy Policy, which is incorporated into these Terms by reference as if set forth fully herein.

iQuanti can be contacted by email at info@iquanti.com or telephone at +1 201-633-2125.

1. LICENSE AND SERVICES

1.1 Restrictions. Client shall not, nor shall permit others to (a) allow the Software to be accessed or made available over the Internet or other public network; (b) publish, rent, sell, lease, license, sublicense, retransmit, or otherwise transfer or disclose the Software or any part thereof, nor shall Client reverse engineer, reverse assemble or otherwise attempt to discover the underlying Software source code; (c) copy, modify or enhance the Software without the prior written consent of iQuanti; (d) use the Software to conduct any type of service bureau or time-sharing operation or to provide remote processing, network processing, network telecommunications or similar services to any individual or entity, whether on a fee basis or otherwise; (e) refer to or otherwise use the Software, including the data markers or other output of the Software, as part of any effort either (i) to develop a program having any functional attributes, visual expressions or other features similar to those of the Software or (ii) to compete with iQuanti; (f) input, upload, transmit or otherwise provide to or through the Software (or any related systems, software, hardware, data, materials or services) any information or materials that are unlawful or injurious or any virus, worm, malware or other malicious computer code designed to disrupt, disable or harm the iQuanti Materials or the Software; or (g) use the iQuanti Materials, including the Software, in any manner or for any purpose that infringes, misappropriates or otherwise violates any intellectual property right or other right of any third party or that violates any applicable law. Client agrees to use the Software in a manner that complies with all applicable laws including intellectual property, copyright and export laws. Client will be responsible for maintaining the security of logins and passwords in its and its Authorized Users’ possession in accordance with industry standards and applicable law. Any breach of the terms and conditions of this Agreement by any Authorized User (including any Authorized User that gains unauthorized access) shall constitute Client’s breach. Client shall notify iQuanti immediately if it learns of any unauthorized disclosure, access or use of the Software or any login or password assigned to Client or its Authorized Users.

1.2  Security Measures. The Software may contain technological measures designed to prevent unauthorized or illegal use of the Software. Client acknowledges and agrees that: (a) iQuanti may use these and other lawful measures to verify Client’s compliance with the terms of this Agreement and enforce iQuanti’s rights, including all intellectual property rights, in and to the Software; (b) iQuanti may deny any individual access to and/or use of the Software if iQuanti, in its sole discretion, believes that such person’s use of the Software would violate any provision of this Agreement, regardless of whether Client designated that person as an Authorized User; and (c) iQuanti and its representatives may collect, maintain, process and use diagnostic, technical, usage and related information, including Client Data and other information about Client’s computers, systems and software, that iQuanti may gather periodically to improve the performance of the Software, develop maintenance releases or use the course of its business, solely in de-identified and aggregated form. This information will be treated in accordance with iQuanti’s privacy policy, as amended from time to time, which can be viewed at: https://www.iquanti.com/privacy-policy/.

1.3  Third Party Materials. The Software and Services may enable Authorized Users to link to, transmit data to or otherwise access applications, specifications, documentation and systems and other information, data, documents, materials, works and other content that are provided by any third party as set forth in the applicable documentation, Order Form, or Statement of Work (“Third Party Materials”). Client acknowledges that (a) the nature, type, quality and availability of Third Party Materials may change at any time; (b) if any third party ceases to make its Third Party Materials available on reasonable terms, iQuanti may cease providing access to the affected Third Party Materials without any liability to Client; and (c) any changes to Third Party Materials (including their availability or unavailability) do not affect Client obligations under this Agreement, and Client will not be entitled to any refund, credit or other compensation due to any such changes (except as otherwise expressly agreed by the parties in writing). Third Party Materials may be subject to separate license agreements or terms. Except as expressly stated otherwise in this Agreement, licenses, warranties and support for Third Party Materials, if any, will be set forth in the applicable agreement.

2. DATA SECURITY

2.1 Data Processing. Each of Client and iQuanti acknowledges and understands that “personal data” (“Personal Data”) as defined in any applicable data protection, data privacy and data security laws (collectively, the “Data Protection Laws”) may be collected, used and/or disclosed pursuant to this Agreement as set out in the Data Protection Laws. The Software does not store, and Client agrees not to provide, any information that identifies, or is potentially identifiable to, a natural individual, except email address, username and password for each Authorized User. Client (a) acknowledges that iQuanti is headquartered in the United States and that data collected by iQuanti from Client in connection with the Software or Services may, subject to the terms of this Agreement, be transferred into and processed in the United States and (b) expressly consents to such transfer and processing. If Client uses the Software or Services to process, transmit, or store any Personal Data, Client shall (i) limit the sharing of such Personal Data to the minimum extent necessary for management of its operations and (ii) comply with the Data Protection Laws.

2.2  Data Security.  To the extent applicable, iQuanti will implement and maintain an information security program that is consistent with applicable Data Protection Laws that includes reasonable administrative, physical, and technical safeguards to: (a) protect the security and confidentiality of Personal Data; (b) protect against any foreseeable threats or hazards to the security of integrity of Personal Data; (c) protect against the accidental, unauthorized or unlawful access, acquisition, use, alternation, disclosure, loss or destruction of Personal Data; and (d) ensure secure and appropriate disposal of Personal Data.

3. REGISTRATION AND TERM. To access certain areas or features of ALPS, you may be asked to register and create an account. By registering an account with iQuanti, you represent that you are at least 18 years of age or older. You are fully responsible for your account, including use of the account by any third party, and maintaining the confidentiality of your password. In addition, you are responsible for the selection and design of your business controls and the implementation of those controls within your organization on the access, use and security of Customer Content (defined below) transmitted in connection with ALPS.

As part of the registration process, you may be asked to select a user name and password, and may be required to provide iQuanti with certain information about yourself, including some types of personally identifying information, such as your email and your address. You agree that the information that you provide to us on registration and at all other times will be true, accurate, current and complete. You also agree that you will ensure that this information is kept accurate and up to date at all times. If you provide any information that is untrue or inaccurate, or which iQuanti reasonably believes is untrue or inaccurate, iQuanti reserves the right to suspend or terminate your use of ALPS.

Your license to use ALPS shall expire upon the expiration of the ALPS trial as indicated by iQuanti, or such other date indicated by iQuanti, unless earlier terminated in accordance with Section 10 hereof.

4. iQUANTI PROPRIETARY RIGHTS. You acknowledge that ownership of and title in and to all intellectual property rights, including patent, trademark, service mark copyright, and trade secret rights, in the ALPS Application and any services, products or tangible results, including any including algorithms, techniques, graphics, text, data, ideas, software applications, computer programming, as well as any including any customizations, modifications or improvements to such materials (collectively “Product Materials”),developed or provided by or on behalf of iQuanti to you under an Order Form, whether developed independently by iQuanti or jointly with you or by you, are and shall remain exclusively with iQuanti. All Product Materials are protected pursuant to copyright, trademark, patent, and other applicable laws. You agree not to remove or alter any copyright notice or any other proprietary notice on any Product Materials. As between any user and iQuanti, all names, trademarks, service marks, certification marks, symbols, slogans, or logos (“Trademarks”) appearing on ALPS are proprietary to iQuanti or its affiliates, licensors, or suppliers. Use or misuse of these Trademarks is expressly prohibited and may violate federal and state trademark law. Unless expressly written otherwise by iQuanti, you do not have any rights of any kind in or to the Product Materials other than the right to use the Product Materials in accordance with these Terms and you do not acquire any interest, right, or title in or to any work product associated with ALPS.

5. CONFIDENTIALITY

5.1  Confidential Information. For purposes of this Agreement, the term “Confidential Information” means any information disclosed by one party (“Disclosing Party”) to the other party (“Recipient”), regardless of format or medium, including the Disclosing Party’s financial information, technical and non-technical data, services, products, processes, operations, reports, analyses, test results, technology, samples, specifications, protocols, performance standards, know-how, methodologies, trade secrets, trade practices, marketing plans and materials, strategies, forecasts, research, concepts, ideas, and names, addresses and any other characteristics or identifying information of the Disclosing Party’s existing or potential licensors, suppliers, clients or employees, the terms of this Agreement (including pricing terms) or any information derived from any of the foregoing; provided that such information is either (a) clearly designated as “Confidential” in writing (if communicated in writing) or at the time of disclosure (if disclosed orally or visually) or (b) of the nature and type that it should reasonably be regarded as confidential. Client Confidential Information includes Client Data. iQuanti’s Confidential Information includes the Services and the iQuanti Materials (including any benchmarking results or data). Confidential Information shall not include any information which (a) is or becomes available to the public other than as the consequence of a breach of this Agreement; (a) is actually known to or in the possession of Recipient without any limitation on use or disclosure prior to receipt from the Disclosing Party; (c) is rightfully received from a third party in possession of such information who is not under obligation to the Disclosing Party not to disclose the information; or (d) is independently developed by Recipient without use of or reference to the Disclosing Party’s Confidential Information. The burden of proving the applicability of these exceptions shall be on Recipient.

5.2  Non-Disclosure of Confidential Information. Recipient shall (a) hold in strict confidence and trust all Confidential Information, using the same degree of care that it uses to protect the confidentiality of its own confidential information of similar type, and in any event no less than a reasonable degree of care; and (b) not disclose, sell, rent or otherwise provide or transfer, directly or indirectly, any Confidential Information to any third party without the prior written consent of the Disclosing Party. Notwithstanding the preceding sentence to the contrary, Recipient may disclose Confidential Information to its or its affiliates’ employees, agents, contractors, legal counsel and accountants who need to know such information, only to the extent reasonably necessary, consistent with the obligations of the parties under this Agreement and who are bound by confidentiality obligations no less stringent than those set forth in this Agreement; provided that, with respect to agents or contractors, iQuanti consents to such access promptly following its receipt of written notice. Recipient shall use the Confidential Information only in connection with the intent of this Agreement and not for any other purpose whatsoever. Recipient shall require any of its representatives who obtain Confidential Information to comply with this Agreement and shall be responsible for any breach of this Agreement by such representatives.

5.3  Compelled Disclosure. Notwithstanding the foregoing, Recipient shall be permitted to disclose Confidential Information pursuant to a court order, government order or any other legal requirement of disclosure, or pursuant to the listing rules of any stock exchange to which such party is subject, in each case if no suitable protective order or equivalent remedy is available; provided that, to the extent permitted, Recipient gives the Disclosing Party written notice of such court order, government order, legal requirement or listing rule requiring disclosure immediately upon knowledge thereof and allows the Disclosing Party a reasonable opportunity to seek to obtain a protective order or other appropriate remedy prior to such disclosure to the extent permitted by law; and further provided that Recipient shall furnish only that portion of the Confidential Information which it is advised by a written opinion of counsel is legally required, and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information so disclosed.

6. UNAUTHORIZED ACTIVITIES. You agree that you will not (a) use ALPS for any illegal or unauthorized purposes that violate any local, state, national, or international laws (including import, export, copyright, and trademark laws); (b) use ALPS for modifying, copying, distributing, translating, displaying, performing, reproducing, publishing, licensing, creating derivative works from, transferring, or selling any of the Product Materials, unless otherwise authorized by these Terms or in a separate written agreement with iQuanti; (c) use ALPS for attempting to gain unauthorized access to iQuanti’s computer system or engaging in any activity that interferes with the performance of, or impairs the functionality of, ALPS or any services provided through ALPS; (d) use ALPS for removing, circumventing, disabling, damaging, or otherwise interfering in any way with any security-related features of ALPS aimed at preventing or restricting the unauthorized use of ALPS or any of the Product Materials; (e) create any link to ALPS or frame or mirror any content contained in or accessible from ALPS or otherwise transfer, assign, export, or sublicense ALPS to any other person, organization or entity, including through rental, timesharing, service bureau, subscription, hosting, or outsourcing; (f) reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of ALPS; or (g) access ALPS in order to (i) build a product or service that competes with ALPS, or (ii) copy any ideas, features, functions or graphics of ALPS. You acknowledge and agree that the unauthorized use of ALPS, or the Product Materials could cause irreparable harm to iQuanti and that, in the event of such unauthorized use, iQuanti shall be entitled to an injunction in addition to any other remedies available at law or in equity.

7. MATERIALS SUBMITTED TO ALPS. As between you and iQuanti, all rights, title and interests, including copyright and any other intellectual property rights, in and to any Customer Content (defined below) shall remain your property. You grant to iQuanti a non­exclusive, transferable license to access, use, reproduce and distribute the Customer Content in connection with ALPS solely for the purposes of iQuanti performing its obligations hereunder. You shall be responsible for obtaining any and all permissions necessary for iQuanti to access and use Customer Content to perform its obligations under these Terms, including providing ALPS. Customer Content means the keywords or combinations of keywords that are particular to each customer, the customer’s advertisement materials and links (URLs), and other data that is uploaded into ALPS by you, as well as your domain names and or websites and the content therein.

8. DISCLAIMER. iQuanti and its subsidiaries, affiliates, and licensors are not responsible for and do not guarantee the accuracy or completeness of any Product Materials, Customer Content, products, data, services, links, advertisements, or other items contained within ALPS. iQuanti reserves the right to immediately remove any Product Materials or Customer Content for any reason or for no reason. You agree that you must evaluate and bear all risks associated with the use of Product Materials and Customer Content and that you may not rely on such Product Materials or Customer Content.

Alps, the product materials, customer content, services, products, information, data, and other materials on, in, and made available through alps are made available “as is” and “with all faults.” use of alps is entirely at your own risk. Iquanti and its licensors make no representations or warranties and disclaim all representations and warranties with respect to alps, the product materials, customer content, services, products, information, data, and other materials on, in, and made available through alps, express or implied, written or oral, arising from course of dealing, course of performance, usage of trade, or otherwise, including the implied warranties of merchantability, fitness for a particular purpose, accuracy, systems integration, non-interference, quality, title, and non-infringement. Iquanti and its licensors and suppliers do not warrant that alps or other products or services will be uninterrupted, secure, accurate, timely, virus-free, or error free; nor do they make any warranty as to the results that may be obtained from use of alps or other products or services. The entire risk as to satisfactory quality, performance, accuracy, completeness, and effort with regard to any and all customer content, alps, the product materials, services, products, information, data, and other materials on, in, and made available through alps is with you.

iQuanti reserves the right to charge you at iQuanti’s then-current hourly rates for any troubleshooting, break/fix, or other services required for iQuanti to correct problems caused by you or any third party, including problems caused by:(i) your hardware, software, networks, or host systems or the combination; (ii) your misuse of ALPS; and (iii) your failure to complete tasks, or deliver identified deliverables in accordance with any agreed project plan. For the avoidance of doubt, iQuanti shall not be responsible or liable for any components, products, or services obtained from third party vendors except if authorized by iQuanti, or the actual or alleged breach by you of any of the terms or policies of a third party vendor.

You understand that the use of ALPS may involve the transmission of your data over the Internet and over various networks, only part of which may be owned or operated by iQuanti, and that iQuanti takes no responsibility for data that is lost, altered, intercepted, or stored without your authorization during the transmission of any data whatsoever across networks except to the extent caused by iQuanti’s negligence or willful misconduct.

9. LIMITATION OF LIABILITY. Iquanti and its licensors shall not be liable for any direct, indirect, special, incidental, consequential, exemplary, extra-contractual, or punitive damages of any kind whatsoever, including lost revenues or lost profits, which may or do result from the use of, access to, or inability to use alps, the product materials, customer content, services, products, data, and other materials on, in, and made available through alps, regardless of legal theory, whether or not you or iquanti had been advised of the possibility or probability of such damages, and even if the remedies otherwise available fail of their essential purpose. Under no circumstances will the total liability of iquanti and its licensors to you or any other person or entity in connection with, based upon, or arising from alps, the product materials, or customer content on, in, and made available through alps, or the services, products, data, or other materials offered in connection with alps exceed the price paid by you during the preceding year for use of alps, or $50, whichever is greater. Some states do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you. If any part of this limitation of liability is found to be invalid or unenforceable for any reason, then the total liability of iquanti and its licensors shall not exceed five hundred dollars ($500). If you are dissatisfied with ALPS or with any of these Terms, or feel iQuanti has breached these Terms, your sole and exclusive remedy is to discontinue using ALPS.

10. INDEMNIFICATION

10.1 Indemnification by iQuanti. iQuanti will defend, indemnify, and hold harmless Client and its affiliates, officers, directors, managers, members, agents and employees from and against any and all third-party claims, losses, damages, actions, demands, liabilities, judgments, penalties, fines, costs or expenses, including reasonable attorneys’ costs and fees, arising out of or in connection with the Software’s infringement or misappropriation of any third party intellectual property rights. The foregoing obligation of iQuanti does not apply (a) to the extent the Software is combined with any non-iQuanti software, processes or materials where the alleged infringement would not have occurred without such combination; (b) where Client’s use of the Software is not for the purposes set forth in this Agreement; or (c) to any infringement or alleged infringement arising from any content, software, information or data provided by Client, end users or any third party, including any Client Data. If any applicable infringement claim is initiated, or, in iQuanti’s reasonable opinion, is likely to be initiated, then iQuanti may, at its option and at its sole cost and expense, (i) modify or replace the infringing part of such products or services so that it is no longer infringing; (ii) procure for Client the right to continue using the infringing part of such products or services; or (iii) if iQuanti can neither acquire the right to continue using nor replace or modify the infringing part of such products or services then remove the infringing part of such products or services. The foregoing in this Section states Client’s sole and exclusive remedy, and iQuanti’s sole liability, with respect to claims of infringement of proprietary rights of any kind.

10.2 Indemnification by Client. Client will defend, indemnify, and hold harmless iQuanti, its licensors, and its and their affiliates, officers, directors, managers, members, agents and employees from and against any and all third party claims, losses, damages, actions, demands, liabilities, judgments, penalties, fines, costs or expenses, including reasonable attorneys’ costs and fees, arising out of or in connection with (a) Client’s access to and use of the Software or Services in a manner not authorized by this Agreement, or in violation of any applicable restrictions or law or (b) Client Data or other materials or the combination thereof with other applications, content or processes, including Third Party Materials.

10.3 Indemnification Process.  The indemnifying party shall assume the defense or settlement of any claim with counsel of its choice; provided that the indemnified party shall have the right to participate in the defense or settlement of such claims at their own cost and expense. The indemnifying party shall not consent to entry into judgment or enter into any settlement that admits liability of the indemnified party, provides for injunctive or other non monetary relief affecting the indemnified party, or that does not include as an unconditional term the giving by each claimant or plaintiff to the indemnified party of a release from all liability with respect to such claim without the prior consent of the indemnified party, which consent shall not be unreasonably withheld. The indemnifying party’s liability under this Section shall be reduced to the extent that the indemnifying party is actually prejudiced by the indemnified party’s failure to give notice promptly after the indemnified party learns of such claim.

11. CHANGES TO THESE TERMS; TERMINATION. iQuanti reserves the right at any time to modify, alter, or update these Terms. We will notify you of any new or revised Terms by updating the Terms on ALPS including information regarding the location of the new or revised terms and conditions. Your use of ALPS following any changes means that you agree to follow and be bound by the Terms as changed. iQuanti may suspend or terminate your account and/or your ability to use ALPS or any services on ALPS for failure to comply with these Terms, for providing iQuanti with untrue or inaccurate information about yourself, for infringement upon iQuanti’s proprietary rights, or for any other reason whatsoever or for no reason.

Either Party may, by written notice to other Party, terminate these Terms, in whole or in part, in the event that the other Party: (a) materially breaches these Terms and such breach is incapable of cure or, with respect to a material breach capable of cure, the other Party does not cure such breach within thirty days after receipt of written notice of such breach; or (b) terminates or suspends its business activities, becomes insolvent, undertakes liquidation, admits in writing its inability to pay its debts as they mature, makes an assignment for the benefit of creditors, becomes subject to direct control of a trustee, receiver, or similar authority, or becomes subject to any bankruptcy or insolvency proceeding under federal or state statutes. iQuanti shall have no obligation to maintain or provide any Customer Content after termination.

Upon the termination or expiration of these Terms, you shall: (i) immediately cease using ALPS; (ii) return or (at iQuanti’s option, exercised by written notice to you) destroy all copies, partial or complete and wherever stored or available, of ALPS, and all documentation and other tangible materials, irrespective of media and location; and (iii) certify to iQuanti in writing within one month after such termination or expiration that you have fully complied with subsections (i) and (ii) above. Upon written request by you made within thirty days after the effective date of termination, provided that you have paid in full all good faith undisputed amounts owed to iQuanti, iQuanti will provide you with temporary access to ALPS so that you can retrieve your Customer Content.  After such thirty day period, iQuanti shall have no obligation to maintain or provide any Customer Content thereafter.

12. FORCE MAJEURE. Client acknowledges that iQuanti may be interrupted, delayed, or prevented from completing performance of any or all of iQuanti’s  obligations under this Agreement due to an occurrence outside of iQuanti’s reasonable control, including fire, flood, explosion, pandemic, natural disaster or act of God, war, riot, terrorist act, malicious attack, action or inaction of government, strike, labor dispute, materials shortage, shortage of adequate power, internet or telecommunications or conduct of third parties (“Force Majeure Event”). iQuanti will use reasonable efforts to mitigate the effects of a Force Majeure Event, but shall not be liable or responsible to Client, or be deemed to have defaulted under or breached this Agreement, as a result of a Force Majeure Event.

13. GOVERNING LAW. This Agreement will be governed by, and construed in accordance with, the laws of the State of New Jersey, without regard to conflicts of laws provisions thereof. The application of the Uniform Computer Information Transactions Act is expressly excluded. In any dispute arising under this Agreement shall be submitted exclusively to binding arbitration before three (3) arbitrators in New Jersey, in accordance with the rules of the American Arbitration Association, and each party consents to such exclusive forum; provided that nothing herein shall prevent either party from seeking a preliminary injunction or other equitable relief in a judicial proceeding to prevent irreparable harm pending arbitration. EACH PARTY HEREBY IRREVOCABLY (a) CONSENTS AND SUBMITS TO THE PERSONAL JURISDICTION OF THE SPECIFIED FORUMS, AND VENUE THEREIN AND (b) VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BETWEEN THEM BASED DIRECTLY OR INDIRECTLY ON THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY RELATED TO THIS AGREEMENT.

14. MISCELLANEOUS. In making and performing this Agreement, the parties act and will act at all times as independent contractors and nothing contained in this Agreement will be construed or implied to create the relationship of principal-agent, partner, joint venturer, franchisor-franchisee or employer-employee between the parties. At no time will either party have any right, power or authority to create any obligation or responsibility on behalf of the other party. This Agreement will be binding upon and inure to the benefit of the parties and their permitted successors and assigns. Client acknowledges that a breach of any of the covenants herein may cause irreparable damage to iQuanti, the exact amount of which would be difficult to ascertain, and that the remedies at law for any such breach or threatened breach would be inadequate.  If Client breaches or threatens to breach any of the covenants, in addition to any other available remedies, iQuanti shall be entitled to institute and prosecute proceedings in any court of competent jurisdiction for specific performance and injunctive relief without bond or other security or a showing that monetary damages will not provide an adequate remedy.  This Agreement is the complete and exclusive statement of the agreement between the parties with respect to its subject matter, and supersedes any and all prior oral or written communications, proposals, representations, and agreements.  It may be amended only by mutual written agreement signed by both parties. Any attempted amendment in violation of this Section shall be void.  In the event of any conflicts or inconsistencies, the following order of precedence shall apply, but only with respect to the specific subject matter of each: (a) Order Form and (b) the Statement of Work then (c) this Agreement (for the avoidance of doubt, where a Statement of Work includes additional and more specific terms and conditions with respect to a concept addressed generally in this Agreement or does not address a concept addressed herein, no conflict shall be deemed to exist). The waiver or failure of either party to exercise in any respect any right provided under this Agreement shall not be deemed a waiver of such right in the future or a waiver of any other rights established under this Agreement.  Should any term or provision of this Agreement be held to any extent unenforceable, invalid, or prohibited under law, then such provision shall be deemed restated to reflect the original intention of the parties as nearly as possible in accordance with applicable law and the remainder of this Agreement.  This Agreement may be executed in counterparts, including by electronic delivery, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.  This Agreement may not be assigned by Client.  Any attempted assignment in violation of this Section shall be void.

Service Levels Agreement

1. Service Availability.  The Software shall be available 95% of the time measured on a monthly basis.

2. Problem Assistance.  iQuanti shall provide to Client, during iQuanti support hours, except for United States holidays, commercially reasonable efforts in solving Errors reported by Client.  “Errors” shall mean failures of the latest release of the Software that is generally available to iQuanti’s other customers to substantially perform in accordance with the documentation.  Client shall provide to iQuanti reasonably detailed documentation and explanation, together with underlying data, to substantiate any Error and to assist iQuanti in its efforts to diagnose, reproduce and correct the Error. All service requests filed in the iQuanti system are assigned a priority level based on the impact of the issue. Client determines the priority level when placing a service ticket, but iQuanti may change the priority level after initial contact and assessment of the issue.

The following table defines the priority levels and the initial response time from Support.

Priority	Response time
Urgent Response Time – 4 Business Hours	Mission critical systems are down with no workaround immediately available.
High Response Time – 6 business Hours	Major Functionality is severely impaired.
Medium Response Time – 1 business Day	Partial, non-critical loss of functionality of the software.
Low Response Time – 3 Business Days	General usage questions.

3. Service Credits

1. Service Credit.  As Client’s sole and exclusive remedy, and iQuanti’s entire liability, for failure to comply with the requirements set forth in this Exhibit A, one (1) additional day of Service (“Service Credit”) will be given to Client upon each occurrence of an incident resulting in a period of four (4) consecutive hours of unscheduled downtime for the Software; provided that no more than one such credit will accrue per occurrence.  Service Credits may not be redeemed for cash.  Downtime will begin to accrue as soon as Client notifies iQuanti that downtime is taking place and iQuanti confirms such downtime, and continues until the availability of the Software is restored.
2. Notification.  Client must notify iQuanti within two (2) business days from the time Client becomes eligible to receive a Service Credit.  Failure to comply with this requirement will forfeit Client’s rights to receive a Service Credit.  Service Credits may be used solely for future payments due for the particular Software or failure of other obligations for which the Service Credits are issued. The Service Credits may not be sold or transferred to other parties. Service Credits may not be used until any Client violations of the Agreement are resolved to iQuanti’s reasonable satisfaction.

4. Exclusions and Exceptions.  Service availability and Client’s entitlement to Service Credits do not apply to the following circumstances: (a) to the performance of Internet networks or other issues controlled by entities other than iQuanti or traffic exchange points that are controlled by entities other than iQuanti, including any issues arising from a third-party hosting provider; (b) to any connections or equipment of Client that are not iQuanti -managed and are used by Client to access the Software; (c) where the Software is unavailable or delayed as a result of the negligence or acts or omissions of Client, its employees, contractors, agents or any of its customers, including Client’s breach of this Agreement; (d) iQuanti or its third party service providers performing reasonable scheduled maintenance or critical maintenance; or (e) where Software is unavailable as a result of circumstances or causes beyond the reasonable control of iQuanti, including Client Data or any force majeure.  Client acknowledges that a stabilization period will occur after the go-live date of the initial system and any upgrade (“Stabilization Period”). During the Stabilization Period, Client and the implementation team will resolve remaining implementation issues. The Stabilization Period will be for a period of five (5) days.  Client and iQuanti agree that iQuanti will not be liable for payment of performance credits to Client for any Service Level Default incurred during the Stabilization Period.

5. Third Party Hosting. Client acknowledges and agrees that iQuanti utilizes [AWS, Snowflake, MongoDB-Atlas] Cloud Hosting as a third party host as of the Effective Date, and Client hereby agrees that the hosting of the Software will be subject to [AWS, Snowflake, MongoDB-Atlas] Cloud Hosting’s applicable terms and policies, the current versions of which are available at the following URL: [AWS : https://aws.amazon.com/service-terms/ , https://aws.amazon.com/partners/terms-and-conditions/ , Snowflake : https://www.snowflake.com/terms-of-service/ , MongoDB-Atlas : https://www.mongodb.com/cloud-terms-and-conditions, https://www.mongodb.com/legal/terms-of-use ] . In the event that the hosting of the Software is to be transitioned to another third party host, iQuanti shall provide at least sixty (60) days’ written notice to Client of such transition and iQuanti shall use commercially reasonable efforts to avoid any interruption to Software while transitioning the third party host in accordance with this Section.

6. Support Assumptions.  The Service Levels set forth in this Exhibit A are based upon the following assumptions:

1. Supported Browsers – Google Chrome latest and N-1 version, Mozilla Firefox latest and N-1 version, Safari latest and N-1 version, Internet Explorer >10.
2. Supported Platforms – Windows 8,10 and above, Linux Ubuntu Version >14, Stable version of Mac OS X
3. Client will provide resources and contacts with business and process specific knowledge as necessary.