Last updated: 25 December, 2022

This Software-as-a-Service Agreement is made and entered into as of the Effective Date, between Paradime Labs Inc., a Delaware corporation (“Paradime”), and the customer identified in the Paradime Order Form (“Customer”). The provisions of this Agreement will apply to the Services and the Platform provided to Customer under this Agreement and shall govern all Order Forms entered into between Paradime and the Customer. 

PLEASE READ THIS AGREEMENT CAREFULLY.  THIS AGREEMENT GOVERNS YOUR USE OF THE SERVICES. BY CLICKING ON THE “SIGNUP” BUTTON, COMPLETING THE REGISTRATION PROCESS OR ACCESSING OR USING ANY OF THE SERVICES, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH PARADIME, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE AGREEMENT PERSONALLY OR ON BEHALF OF THE ENTITY YOU HAVE NAMED AS THE USER, AND TO BIND THAT ENTITY TO THE AGREEMENT. THE TERM “CUSTOMER” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER WHEN YOU REGISTERED FOR THE SERVICES.  IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE SERVICES.

The parties agree as follows:

1.0 DEFINITIONS

1.1 “Authorized Users” is defined in Exhibit A.‍

1.2 “Order Form(s)” means Paradime’s standard form for ordering Services which specifies the Services and applicable fees.

1.3 “Applicable Law” means all laws, rules, regulations and other proclamations having the effect of law that are applicable to any activity carried out or proposed to be carried out by a party under this Agreement at any time during the Term (as defined below). ‍

1.4 “Documentation” means Paradime’s proprietary user documentation relating to the Service that Paradime makes available to Customer electronically or in hardcopy form. 

1.5 “Paradime Technology” means collectively the Documentation and Service.

1.6 “Service” means Paradime’s proprietary software-as-a-service solution which acts as a workbench for analytics development and collaboration between analytics and business functions. 

1.7 “Technical Support Services” means the technical support services described in the Support Services section in the Order Form.‍

1.8 “Order Form(s)” means Paradime’s standard form for ordering Services which specifies the Services and applicable fees.

1.9 “Applicable Law” means all laws, rules, regulations and other proclamations having the effect of law that are applicable to any activity carried out or proposed to be carried out by a party under this Agreement at any time during the Term (as defined below). ‍

1.10 “Documentation” means Paradime’s proprietary user documentation relating to the Service that Paradime makes available to Customer electronically or in hardcopy form. 

1.11 “Paradime Technology” means collectively the Documentation and Service.

1.12 “Service” means Paradime’s proprietary software-as-a-service solution which acts as a workbench for analytics development and collaboration between analytics and business functions. 

1.13 “Technical Support Services” means the technical support services described in the Support Services section in the Order Form.

2.0 USE OF THE PARADIME TECHNOLOGY

2.1 Rights to Use. Subject to the terms and conditions of this Agreement, Paradime hereby grants to Customer a non-exclusive, non-transferable (except as permitted in Section 12.2) and non-sublicensable right during the Term to allow Authorized Users to: (a) access and use the Service solely for Customer’s internal business purposes; and (b) reproduce, without modification, and internally use, a reasonable number of copies of the Documentation solely as necessary to exercise the rights in the foregoing clause (a).

2.2 Updates. Customer acknowledges that Paradime may update or modify the Paradime Technology from time-to-time in its sole discretion (each, an “Update”); provided, however, that such Updates will not result in a material reduction in the level of performance or availability of the Paradime Technology provided to Customer. Updates that Paradime makes available to Customer are deemed within the license in Section 2.1.

2.3 Support, Training and Service Levels. For so long as Customer is current with its payment of the fees specified in the Order Form, Paradime will: (a) perform the Technical Support Services; (b) provide Customer with training (or additional training, as applicable) on use of the Paradime Technology as set forth in the Order Form; and (c) provide access to the Service in accordance with the service levels set forth in the Support Services section in the Order Form. 

2.4 Protection against Unauthorized Use. Customer is responsible for all activities associated with its use of the Paradime Technology and any use of the Paradime Technology directly or indirectly through Customer (including any use by Authorized Users). Any use of the Paradime Technology covered by the prior sentence that breaches this Agreement will be deemed a breach of this Agreement by Customer. Customer will use its best efforts to prevent any unauthorized use of the Paradime Technology and will promptly notify Paradime in writing of any unauthorized use that comes to Customer’s attention. If Customer is given access to Paradime’s systems, Customer shall require that all Authorized Users (a) keep user ID and password information strictly confidential, (b) not share such information with any unauthorized person, and (c) only use such information during one (1) concurrent login session. Customer shall be responsible for any and all actions taken using Customer’s accounts and passwords. If there is unauthorized use by anyone who obtained access to the Paradime Technology directly or indirectly through Customer, Customer will take all steps necessary to terminate the unauthorized use as soon as possible following its becoming aware of such unauthorized use. Customer will reasonably cooperate and assist with any actions taken by Paradime to prevent or terminate unauthorized use of the Paradime Technology. 

2.5 Monitoring; Suspending Access. Paradime may, but is under no obligation to, monitor Customer’s use of the Paradime Technology. Paradime may, in its reasonable discretion, suspend access to the Paradime Technology if Paradime believes that: (a) Customer is in breach of this Agreement; (b) use of any Paradime Technology as permitted in this Agreement poses a material security risk to Paradime or Customer; (c) Customer’s use of any Paradime Technology violates, misappropriates, or infringes the rights of Paradime or any third party or violates any Applicable Law; (d) there is a bug or performance issue with any Paradime Technology that adversely affects Paradime’s information technology systems or use of any Paradime Technology; or (e) any Applicable Law prohibits Paradime from performing any of its obligations under this Agreement or providing any aspect of the Paradime Technology.

2.6 Limitations. Customer will not or attempt to, and will not allow others to: (a) reverse engineer, decompile, disassemble or translate any Paradime Technology, or otherwise attempt to derive source code, trade secrets or know-how in or underlying any Paradime Technology; (b) interfere with, modify, disrupt or disable features or functionality of any Paradime Technology; (c) copy, sell, rent, lease, sublicense, distribute, create derivative works of, assign or otherwise transfer or provide access to, in whole or in part, any Paradime Technology to any third party except as expressly permitted in this Agreement; (d) use any Paradime Technology in furtherance of any violation of Applicable Law or any infringement, misappropriation or violation of any third party rights; (e) interfere with or disrupt the integrity or performance of any Paradime Technology or attempt to gain unauthorized access to the same or any related systems or networks; (f) access any Paradime Technology for the purpose of developing, distributing or making accessible any products or services that compete with any Paradime Technology; or (g) remove or alter any proprietary notices or marks on any Paradime Technology. 

2.7 Feedback. Customer may elect to make available to Paradime ideas, suggestions, or feedback related to any aspect of the Paradime Technology (“Feedback”). Such Feedback will be non-confidential, and Customer hereby grants to Paradime a non-exclusive, perpetual, irrevocable, transferable, royalty-free, and worldwide license, with the right to grant and authorize sublicenses, to implement, use, modify and otherwise exploit, in any way without restriction, the Feedback, without any fees, attribution or other obligations to Customer. 

2.8 Reservation of Rights. Paradime grants to Customer a limited right to use the Paradime Technology as expressly set forth in this Agreement, and Paradime retains ownership of the Paradime Technology and all works of authorship (including software and documentation), inventions, know-how and other technology of any type underlying or constituting the same, and all intellectual property rights therein. Customer will not have any rights in or to the Paradime Technology except as expressly granted in this Agreement. Paradime reserves to itself all rights to the Paradime Technology not expressly granted to Customer in this Agreement and does not grant any implied rights or licenses under any theory.

3.0 CUSTOMER OBLIGATIONS; CUSTOMER DATA

3.1 Generally. “Customer Data” means data that is transmitted directly or indirectly (including via a third-party provider) from Customer by or through the Paradime Technology. Customer represents and warrants to Paradime that Customer’s use of Paradime Technology and all Customer Data is and will be at all times compliant with Customer’s privacy policies and all Applicable Laws, including, without limitation, those related to data privacy, international communications, and the exportation of technical or personal data (as defined in Paradime's Data Processing Agreement (“DPA”). Customer is solely responsible for the accuracy, content and legality of all Customer Data. Customer represents and warrants to Paradime that Customer has sufficient rights in the Customer Data to grant the rights granted to Paradime in Section 3.2 below and that the Customer Data does not infringe or otherwise violate the rights of any third party. 

3.2 Rights in Customer Data. As between the parties, Customer shall retain all right, title and interest (including any and all intellectual property rights) in and to the Customer Data subject to the following sentence. Customer hereby grants to Paradime a non-exclusive, worldwide, irrevocable, non-transferable (except under Section 12.2), fully paid-up, royalty-free right and license, with the right to grant and authorize sublicenses, to use, copy store, transmit, modify, and display the Customer Data in order to: (a) provide the Paradime Technology to Customer; and (b) perform such other actions as authorized or instructed by Customer in writing (email to suffice). 

3.3 De-identified Data. Paradime may create and use de-identified data related to Customer’s use of the Paradime Technology in order to improve Paradime’s products and services, to develop new products and services, and for its other business purposes (and such de-identified data will be owned by Paradime and is not considered “Customer Data”). 

3.4 Third Party Application Service Providers. Customer may be able to access and use certain optional third-party services or products (e.g., a third-party service that integrates with Paradime via opt-in, or uses Paradime’s APIs) through or with its use of the Paradime Technology (“Third-Party Services’’). Customer is under no obligation to use any Third-Party Services. IF CUSTOMER USES ANY THIRD-PARTY SERVICES, PARADIME WILL NOT BE RESPONSIBLE FOR ANY ACT OR OMISSION OF ANY PROVIDER OF SUCH THIRD-PARTY SERVICES. PARADIME DOES NOT WARRANT OR PROVIDE DIRECT SUPPORT FOR ANY THIRD-PARTY SERVICES. CUSTOMER ACKNOWLEDGES AND AGREES THAT PARADIME WILL HAVE NO RESPONSIBILITY OR LIABILITY FOR THE ACTS OR OMISSIONS OF ANY AUTHORIZED USERS IN CONNECTION WITH ANY THIRD-PARTY SERVICES. 

4.0 FEES AND PAYMENT

4.1 Fees and Payment Terms

4.2 Customer will pay Paradime the fees for access to the Paradime Technology as set forth in the Order Form. Unless otherwise specified in Order Form, Customer will pay all amounts due within thirty (30) days of the date of the applicable invoice. Paradime may increase fees for any contract year, including any contract year of any Renewal Term (as defined below) by providing written notice to Customer at least sixty (60) calendar days prior to the commencement of that contract year, and an updated invoice will be issued to the Customer.

4.3 Any amount not paid when due will be subject to finance charges equal to 1.5% of the unpaid balance per month or the highest rate permitted by applicable usury law, whichever is less, determined and compounded daily from the date due until the date paid. Customer will pay all amounts due under this Agreement in United States dollars.

4.4 Taxes. The fees set out in the Order Form exclude all sales, use, value added, excise, or other taxes, fees, or duties imposed by any governmental authority arising out of this Agreement or the transactions contemplated by this Agreement (other than taxes based on Paradime’s net income). Customer will be solely responsible for payment of all such amounts and any penalties and interest arising from the failure to pay such amounts.

5.0 TERM AND TERMINATION

5.1 Term. This Agreement will commence upon the Effective Date of the first order form between Paradime and the Customer and continue for the initial term specified in the Order Form (“Initial Term”). Unless otherwise stated in the applicable Order Form, the term of an Order Form will begin on the effective date of the Order Form and continue in full force and effect for one (1) Year, unless this Agreement is terminated earlier in accordance with the terms of this Agreement. This Agreement and the Order Form will automatically renew for additional successive one-year terms (each, a “Renewal Term,” and together with the Initial Term, the “Term”) unless at least thirty (30) days before the end of the then-current term either party provides written notice to the other party that it does not want to renew.

5.2 Termination for Material Breach. If either party fails to perform any of its material obligations under this Agreement, then the other party may terminate this Agreement by giving thirty (30) days prior written notice, provided that the matters set forth in such notice are not cured to the other party’s reasonable satisfaction within the thirty (30)-day period. 

5.3 Post-Termination Obligations. If this Agreement is terminated for any reason: (a) Customer will pay to Paradime any amounts that have accrued prior to the effective date of the termination: (b) any and all liabilities accrued prior to the effective date of the termination will survive; and (c) Customer will provide Paradime with a written certification signed by an authorized Customer representative certifying that all use by Customer of the Paradime Technology has been discontinued.

5.4 Customer Data. At any time before or within forty-five (45) days after termination or expiration of this Agreement, Customer may request from Paradime a download of Customer Data from the Paradime Technology, and such download will be, at Paradime’s sole discretion, in an industry standard format electronically. Customer acknowledges that if Customer or an Authorized User deletes Customer Data from the Paradime Technology, such Customer Data may still reside in Paradime’s systems, applications, databases and servers (including, without limitation, as backups and/or archives). Customer acknowledges that the foregoing actions during the Term may have an adverse impact on Customer’s use of the Paradime Technology (and Paradime is not liable with respect thereto). 

5.5 Survival. The following Sections shall survive any expiration or termination of this Agreement and or/any Order Form: 2.6, 2.8, 3, 4, 5, 6.3, 7, 8, 9, 10, 11, and 12. 

6.0 REPRESENTATIONS, WARRANTIES, COVENANTS AND DISCLAIMERS

6.1 Mutual. Each party represents and warrants to the other that as of the Effective Date: (a) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such party in accordance with its terms; and (b) such party has obtained all required corporate approvals to execute, deliver and perform its obligations under this Agreement. Each party covenants to the other that the execution, delivery, and performance of this Agreement by such party and any exercise by such party of any rights under this Agreement does not and will not violate any: (i) other agreement to which it is bound; or (ii) Applicable Law that applies to such party.

6.2 Anti-Corruption. In performing this Agreement, the parties agree to comply at all times with the Applicable Laws related to money-laundering, bribery, and anti-corruption, including the Foreign Corrupt Practices Act, the UK Anti-bribery Act, and any other applicable anti-corruption legislations. Each of the parties agrees and warrants that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.

6.3 Disclaimer. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS SECTION 6, PARADIME MAKES NO ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND, AND PARADIME HEREBY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, PARADIME DOES NOT WARRANT THAT THE PARADIME TECHNOLOGY AND ALL CONTENT AND DATA THEREIN IS ERROR-FREE. 

7.0 INTELLECTUAL PROPERTY INFRINGEMENT

7.1 Infringement Defense. Paradime will defend Customer from any actual or threatened third party lawsuit (each, a “Claim”) alleging that the Paradime Technology infringes or misappropriates any trademark, copyright or trade secret of any third party during the Term if: Customer gives Paradime prompt written notice of the Claim; Paradime has full and complete control over the defense and settlement of the Claim; Customer provides assistance in connection with the defense and settlement of the Claim as Paradime may reasonably request; and Customer complies with any settlement or court order made in connection with the Claim.

7.2 Infringement Indemnification. Paradime will indemnify Customer against: all damages, costs, and attorneys’ fees finally awarded against Customer in any proceeding under Section 7.1; all out-of-pocket costs (including reasonable attorneys’ fees) reasonably incurred by Customer in connection with the defense of such proceeding (other than attorneys’ fees and costs incurred without Paradime’s consent after Paradime has accepted defense of such claim); and if any proceeding arising under Section 7.1 is settled, all amounts paid to any third party as agreed to by Paradime in settlement of any such claims.

7.3 Mitigation of Infringement Action. If Customer’s use of the Paradime Technology is, or in Paradime’s reasonable opinion is likely to become, enjoined or materially diminished as a result of a proceeding arising under Section 7.1, then Paradime will either: procure the continuing right of Customer to use the Paradime Technology; replace or modify the Paradime Technology in a functionally equivalent manner so that it no longer infringes; or if, despite its commercially reasonable efforts, Paradime is unable to do either (a) or (b), Paradime will terminate the Agreement and refund to Customer a pro-rata portion of the annual licensing fees paid by Customer covering the period after termination.

7.4 Exclusions. Paradime will have no obligation under this Section 7 for any infringement to the extent that it arises out of or is based upon: the combination, operation, or use of the Paradime Technology with a third party product or service if such infringement would have been avoided but for such combination, operation, or use; designs, requirements, or specifications for the Paradime Technology required by or provided by Customer, if the alleged infringement would not have occurred but for such designs, requirements, or specifications; use of the Paradime Technology outside of the scope of the license granted to the Customer; Customer’s failure to use the latest release of the Paradime Technology or to comply with instructions provided by Paradime, if the alleged infringement would not have occurred but for such failure; any modification of the Paradime Technology not made by Paradime where such infringement would not have occurred absent such modification; or unauthorized use of the Paradime Technology. Customer will reimburse Paradime for any costs or damages that result from these items.

7.5 Exclusive Remedy. This Section 7 states Paradime’s sole and exclusive liability, and Customer’s sole and exclusive remedy, for all Claims covered by Section 7.1.

8.0 CUSTOMER INDEMNIFICATION

8.1 Defense. Customer will defend Paradime from any Claim arising out of or based upon Customer’s use of any portion of the Paradime Technology or Customer’s breach of any provisions of this Agreement, excluding any such Claim for which Paradime must defend and indemnify Customer under Section 7. Paradime will: (a) give Customer prompt written notice of the claim; (b) grant Customer full and complete control over the defense and settlement of the claim; (c) assist Customer with the defense and settlement of the claim as Customer may reasonably request and at Customer’s expense; and (d) comply with any settlement or court order made in connection with the claim.

8.2 Indemnification. Customer will indemnify Paradime against: (a) all damages, costs, and attorneys’ fees finally awarded against Paradime in any proceeding under Section 8.1; (b) all out-of-pocket costs (including reasonable attorneys’ fees) reasonably incurred by Paradime in connection with the defense of such proceeding (other than attorneys’ fees and costs incurred without Customer’s consent after Customer has accepted defense of such claim); and (c) if any proceeding arising under Section 8.1 is settled, Customer will pay any amounts to any third party agreed to by Customer in settlement of any such claims.

9.0 LIMITATIONS OF LIABILITY. THE FOLLOWING TERMS APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:

9.1 PARADIME WILL NOT BE LIABLE TO CUSTOMER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR LOSS OF BUSINESS, EVEN IF PARADIME IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.

9.2 PARADIME’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY THEORY OR CAUSE OF ACTION WILL NOT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO PARADIME UNDER THIS AGREEMENT AND THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9.3 EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY PARADIME TO CUSTOMER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE LIMITATIONS IN THIS SECTION 9 WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT.

10.0 CONFIDENTIALITY 

10.1 Definition. “Confidential Information” means any trade secrets or other information of a party, whether of a technical, business, or other nature (including, without limitation, information relating to a party’s technology, software, products, services, designs, methodologies, business plans, finances, marketing plans, customers, prospects, or other affairs), that is disclosed to a party during the Term and that is marked as “confidential” or with a similar designation or the receiving party knows or has reason to know is confidential, proprietary, or trade secret information of the disclosing party. Without limiting the foregoing, Paradime’s Confidential Information includes the Paradime Technology, the terms of this Agreement and any Order Form. Confidential Information does not include any information that: (a) was known to the receiving party prior to receiving the same from the disclosing party in connection with this Agreement; (b) is independently developed by the receiving party without use of or reference to the Confidential Information of the disclosing party; (c) is acquired by the receiving party from another source without restriction as to use or disclosure; or (d) is or becomes part of the public domain through no fault or action of the receiving party.

10.2 Restricted Use and Nondisclosure. During and after the Term, each party will: (a) use the other party’s Confidential Information solely to exercise its rights and perform its obligations under this Agreement; (b) not disclose the other party’s Confidential Information to any third party except to an employee or consultant of the receiving party who: (i) needs to know such information to perform any obligations or exercise any rights under this Agreement on the receiving party’s behalf; and (ii) has agreed to confidentiality terms that are substantially similar to the terms contained in this Section 10; and (c) maintain the secrecy of, and protect from unauthorized use and disclosure, the other party’s Confidential Information to the same extent (but using no less than a reasonable degree of care) that it protects its own Confidential Information of a similar nature.

10.3 Required Disclosure. If either party is required by law to disclose the Confidential Information, the disclosing party must give prompt written notice of such requirement before such disclosure, to the extent permitted by law, and reasonably assist the non-disclosing party in obtaining an order protecting the Confidential Information from public disclosure.

10.4 Return of Materials. Upon the termination or expiration of this Agreement, or upon earlier request, each party will deliver to the other all tangible embodiments of Confidential Information that it may have in its possession or control (except if Applicable Laws require Paradime to retain any of Customer’s Confidential Information, which for the purposes herein, includes the Customer Data). 

10.5 Data Processing Agreement. The parties shall comply with the DPA to the extent that: (i) Paradime processes, in connection with the provision of the Service, any personal data relating to individuals in the United Kingdom or the European Economic Area, or any personal information (as defined in the DPA) relating to individuals who are California residents; and (ii) the Customer is subject to the CCPA (as defined in the DPA), or the GDPR (as defined in the DPA) applies to the processing of such personal data or the transfer of personal data by the Customer to Paradime is an onward transfer (as defined in the DPA). To execute Paradime’s Data Processing Addendum, please follow this link.

11.0 SECURITY

11.1 Paradime will use reasonable physical, technical, and administrative procedures designed to protect, safeguard and help prevent loss, misuse, and unauthorized access, disclosure, alteration or destruction of Customer Data. 

12.0 GENERAL

12.1 Relationship. Paradime will be and act as an independent contractor (and not as the agent or representative of Customer) in the performance of this Agreement. This Agreement will not be interpreted or construed as: (a) creating or evidencing any joint venture, partnership, or franchise between the parties; (b) imposing any partnership or franchise obligation or liability on either party; or (c) prohibiting or restricting Paradime’s performance of any services for any third party or the provision of products to any third party. Customer must not represent to anyone that Customer is an agent of Paradime or is otherwise authorized to bind or commit Paradime in any way without Paradime’s prior authorization.

12.2 Assignability. Each party may not assign this Agreement without the other party’s prior written consent, not to be unreasonably withheld. If consent is given, this Agreement will bind the assignor’s successors and assigns. Any attempt by a party to assign this Agreement except as expressly provided in this Section 12.2 is void. Notwithstanding the foregoing in this Section 12.2, Paradime may assign this Agreement freely without having to obtain prior Customer consent to a successor in connection with any reorganization, merger, acquisition or sale of all or substantially all of its assets or the business to which this Agreement relates.

12.3 Subcontractors. Paradime may utilize subcontractors to perform its duties under this Agreement so long as Paradime remains responsible for all of its obligations under this Agreement and any breach of this Agreement by any such subcontractor.

12.4 Reference. Customer will allow Customer’s name and logo to be posted on Paradime’s web site and in marketing and advertising materials, subject to compliance with Customer’s brand guidelines or other specifications regarding logo usage. 

12.5 Notices. Any notice required or permitted to be given in accordance with this Agreement will be effective if it is in writing and sent: (a) by certified or registered mail, or insured courier, return receipt requested, to the appropriate party at the address set forth above with the appropriate postage affixed; or (b) via electronic email to the appropriate electronic mail address in the signature block below. Either party may change its address for receipt of notice by notice to the other party in accordance with this Section. Notices are deemed given two business days following the date of certified or registered mailing, one business day following delivery to a courier and on the same day an electronic mail is sent. A carbon copy of all notices must be sent to the following people (standard mail or electronic mail is acceptable):

- If to Paradime, copy to: support@paradime.io; with copy to cgrew@orrick.com. 

- If to Customer, copy to the Customer Point of Contact email address listed on the Order Form.

12.6 Force Majeure. Paradime will not be liable for, or be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any cause or condition beyond Paradime’s reasonable control, such as pandemics, passage of law or any action taken by a governmental or public authority, or internet disruptions or unavailability of Paradime’s third-party service providers or other dependencies, so long as Paradime uses commercially reasonable efforts to avoid or remove such causes of non-performance and commences performance once the applicable cause ceases to exist.

12.7 Governing Law. This Agreement will be interpreted, construed, and enforced in accordance with the laws of the State of California, without reference to its choice of law rules. Each party hereby irrevocably consents to the exclusive jurisdiction and venue of the federal, state, and local courts in San Francisco County, California, in connection with any action arising out of or in connection with this Agreement. 

12.8 Waiver. All waivers of rights arising under this Agreement must be made expressly in writing by the party making the waiver.

12.9 Severability. If any part of this Agreement is found by a court of competent jurisdiction to be illegal, unenforceable, or invalid, the remaining portions of this Agreement will remain in full effect. 

12.10 Counterparts. This Agreement may be executed in counterparts with the same effect as if the parties had signed the same document. All counterparts will be construed as and constitute the same agreement. This Agreement may also be executed and delivered by facsimile and such execution and delivery will have the same force and effect of an original document with original signatures.

12.11 Entire Agreement. This Agreement and any applicable Order Form, including all exhibits attached hereto, is the final and complete expression of the agreement between the parties regarding the subject matter set forth in this Agreement. This Agreement supersedes all previous communications and agreements regarding such subject matter, all of which are merged into this Agreement. This Agreement may be changed only by a written agreement signed by an authorized agent of each party. Paradime will not be bound by, and specifically objects to, any term, condition, or other provision that is different from or in addition to this Agreement (whether or not it would materially alter this Agreement) that is proffered by Customer in any receipt, acceptance, confirmation, correspondence, or otherwise, unless Paradime specifically agrees to such provision in writing and signed by an authorized agent of Paradime. If there is any conflict or inconsistency between the terms and conditions of an Order Form and terms of this Agreement and any exhibit attached hereto, the terms in this Agreement will govern, except to the extent that the Order Form, expressly states that it supersedes specific language in the Agreement. It is expressly agreed that the terms and conditions of this Agreement and any Order Form supersede the terms of any Customer’s purchase order.

Exhibit A

EXHIBIT B

Support Services

1. Technical Support Services. Paradime will provide the Customer with technical support via the in-app chat feature in the Paradime Technology, Slack connect channel and over email 24 hours a day, Monday through Friday, excluding holidays observed by Paradime. Technical support consists of assistance related to any problems that cause the Service to not operate correctly and assistance with questions about how to use the Service.

2. Customer Obligations

2.1 Reasonable Assistance. Customer will provide Paradime with reasonable assistance, including access to all necessary personnel to answer questions regarding errors and other problems reported by Customer.

2.2 Error Reporting. The Customer will document and promptly report all detected errors to Paradime with enough detail to permit Paradime to reproduce the error. The Customer will assist Paradime with recreating and diagnosing each error.

Service Levels

Paradime will host the Service in accordance with the performance standards set forth in this section. All capitalized terms not defined in this section will have the meanings that are defined in the Agreement.

Availability. Paradime will use reasonable efforts to provide the Service so that, other than for scheduled or emergency maintenance or for any downtime or delays resulting from problems outside of Paradime’s reasonable control, the Service will be accessible in all material respects 99.9% of the time during any 30-day period. The availability of the Service also may be subject to limitations, delays, and other problems inherent to the general use of the internet and other public networks or caused by Customer or third parties.