SAAS & Services Agreement

(a) "API" means the application programming interface product created by Metafold.

(b) "User" means Customer's employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use SAAS Products.

(c) "Change Order" means a document describing the agreed changes to a SOW.

(d) "Content" means information obtained by Metafold from publicly available sources or its third-party content providers and made available to Customer through the SAAS Products.

(e) "Customer Data" means, (a) any files, designs, models, data sets, images, documents, or similar material submitted or uploaded to the SAAS Products by the Customer and (b) Customer specific output generated from the use of any SAAS Products created by Customer owned data.

(f) "Documentation" means documentation for the Professional Services or SAAS Products, as applicable.

(g) "Hosted Services" means the Metafold website platform.

(h) "License Term" means the license period for Customer's use of SAAS Products.

(i) "Order Form" means each order form entered into by the Parties for SAAS Products. Order Forms may be submitted and accepted electronically.

(j) "Party" or "Parties" means Metafold or Customer as the case may be.

(k) "Professional Services" means the services provided by Metafold to a Customer under a SOW.

(l) "Metafold IP" means any and all intellectual property provided to Customer or any User in connection with the Agreement, Order Form, SOW or Change Order.

(m) "SAAS Products" means the API, Hosted Services, or both as the case may be.

(n) "Statement(s) of Work" or "SOW(s)" means any statements of work including any changes and modifications to them, that describe the Services to be provided by Metafold to the Customer.

(a) SAAS Product use. SAAS Products are: (a) purchased as subscriptions for the License Term; (b) subscriptions for SAAS Products may be added during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are added, and (c) any added subscriptions will terminate on the same date as the underlying subscriptions. Customer agrees that its purchases of SAAS Product subscriptions are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Metafold regarding future functionality or features.

(b) Usage Limits. Services and Content are subject to usage limits specified in Order Forms or applicable online purchasing portal. If Customer exceeds a contractual usage limit, Metafold may work with Customer to seek to reduce Customer's usage so that it conforms to that limit. If, notwithstanding Metafold's efforts, Customer is unable or unwilling to abide by a contractual usage limit, Customer will execute an Order Form for additional licenses promptly upon Metafold's request, and/or pay any invoice for excess usage in accordance with Section 4 (Fees).

(c) Customer usage requirements. Customer will: (a) be responsible for Users' compliance with this Agreement, Order Forms, SOWs, and Change Orders; (b) be responsible for the accuracy, quality and legality of Customer Data, the means by which Customer acquired Customer Data, Customer's use of Customer Data with the SAAS Products and Professional Services, and the interoperation of any non-Metafold application with which Customer uses SAAS Products and Professional Services, (c) use commercially reasonable efforts to prevent unauthorized access to or use of SAAS Products or Professional Services, and notify Metafold promptly of any such unauthorized access or use, (d) use Professional Services, SAAS Products and Content only in accordance with this Agreement, Order Forms, SOWs, and Change Orders and applicable laws and government regulations, (e) comply with terms of service of any non-Metafold applications with which Customer uses SAAS Products and Professional Services; and (f) backup all Customer Data on its own systems.

Any use of the SAAS Products and Professional Services in breach of the foregoing by Customer or Users that in Metafold's judgment threatens the security, integrity or availability of Metafold's SAAS Products, may result in Metafold's immediate suspension of the SAAS Products, however Metafold will use commercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to remedy such violation or threat prior to any such suspension.

(d) Restrictions. Customer will not (a) make any SAAS Products and Professional Services available to anyone other than Customer or Users, or use any SAAS Products or Professional Services for the benefit of anyone other than Customer, unless expressly stated otherwise in an Order Form or SOW, (b) sell, resell, license, sublicense, distribute, rent or lease any SAAS Products and Professional Services, (c) use a SAAS Products and Professional Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use a SAAS Products and Professional Services to store or transmit malicious code, (e) interfere with or disrupt the integrity or performance of any SAAS Products or third-party data contained therein, (f) attempt to gain unauthorized access to any SAAS Products or its related systems or networks, (g) permit direct or indirect access to or use of any SAAS Products in a way that circumvents a contractual usage limit, or use any SAAS Products to access, copy or use any of Metafold intellectual property except as permitted under this Agreement, or an Order Form.

(a) General. Customer is solely responsible for the accuracy, quality, integrity, legality, reliability and appropriateness of all Customer Data. Customer shall comply with all applicable laws, rules and regulations in using the SAAS Products.

(a) Unless otherwise provided in the relevant Order Form, or SOW, Metafold will invoice the Customer: prior to commencing the Professional Services; or on the Effective Date for SAAS Products, and the Customer will pay the Fees in respect of such invoice within thirty days of the date of such invoice. All invoices are deemed accepted by the Customer within five Business Days after they have been delivered to the Customer. Unpaid invoices will incur interest at a rate of 1.5% per month (18% per annum equivalency), calculated monthly (or if such interest rate is not permitted by applicable law, then the maximum interest rate permitted by applicable law), until such time as they are paid in full. Customer shall be responsible for legal fees incurred by Metafold for the collection of any unpaid invoices.

(b) Metafold reserves the right to change pricing levels, discounts or fee structures at any time.

(c) Currency. Customer shall make all payments hereunder in US dollars, unless otherwise agreed to by the Parties.

(d) Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Other than any taxes imposed on Metafold's income, Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder.

(a) For the purposes of this Agreement, "Confidential Information" means any information that is disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") in the course of Metafold providing the SAAS Products to the Customer and that a reasonable person would consider to be confidential in the circumstances. Confidential Information includes, but is not limited to, the parties' business information, customer information, trade secrets, the terms of each SOW, and personal information of the parties' employees, contractors and customers.

Confidential Information does not include any information that is disclosed by one party to another party if that information:

1. Is at the time of disclosure in the possession of the Receiving Party or any of its Affiliates and was obtained without an obligation of confidence;
2. Is independently developed by the Receiving Party or any of its Affiliates without any use of or reference to the Confidential Information;
3. Is or becomes publicly available without the Receiving Party's breach of any obligation of confidence;
4. Is acquired by the Receiving Party from a third party who provided the information without breaching any express or implied obligations or duties to the Disclosing Party;
5. Is intentionally released for disclosure by the Disclosing Party or with the Disclosing Party's prior written consent.

(b) Each of Metafold and the Customer agree with the other that it shall:

1. Take all reasonable steps to maintain the confidentiality of the other party's Confidential Information;
2. Not copy the Confidential Information except as may reasonably be required by Metafold in the provision of the SAAS Products or Professional Services;
3. Not use the Confidential Information for its own purposes;
4. Safeguard all documents containing Confidential Information against theft, damage or access by unauthorized persons;
5. Use the same degree of care with respect to the Confidential Information as it employs with respect to its own proprietary or confidential information of like importance;
6. Only disclose such Confidential Information to those officers, directors, officers, employees, agents, and subcontractors who need to know in order to perform their obligations under this Agreement.

(a) Reservation of Rights. Subject to the limited rights expressly granted hereunder, Metafold, its Affiliates, its licensors and Content providers reserve all of their right, title and interest in and to the SAAS Products, Professional Services, and Content, including all of their related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth herein. All Metafold IP shall be deemed to be Confidential Information of Metafold.

(a) Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so.

(b) SAAS Products Warranty. Subject to section 2(f) (non-Metafold products or services) Metafold warrants that during an applicable subscription term (a) Metafold will not materially decrease the overall functionality of the SAAS Products. For any breach of a warranty above, Customer's exclusive remedies are those described in Section 10(Term) below.

(c) Professional Services Warranty: Metafold warrants that the Professional Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of the above warranty, Customer's exclusive remedy and Metafold's entire liability will be the re-performance of the applicable Professional Services.

(d) DISCLAIMER. THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES AND NEITHER PARTY MAKES ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

(a) Indemnification by Metafold. Metafold will defend Customer against any loss, made or brought against Customer directly resulting from a third party alleging that any Customer purchased SAAS Product subscriptions or Metafold intellectual property contained in the Professional Services infringes or misappropriates such third party's intellectual property rights (a "Claim Against Customer"), and will indemnify Customer from any damages, attorney fees and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a settlement approved by Metafold in writing of, a Claim Against Customer, provided Customer:

1. Promptly gives Metafold written notice of the Claim Against Customer;
2. Gives Metafold sole control of the defense and settlement of the Claim Against Customer;
3. Gives Metafold all reasonable assistance, at Metafold's expense.

(a) NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS OR GOODWILL, WORK STOPPAGE, LOSS OF INFORMATION OR DATA, OR LOSS OF REVENUE OR PROFIT, RESULTING FROM THE PROVISION OF OR RELIANCE UPON THE SERVICES, OR OTHER FINANCIAL LOSS ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, REGARDLESS OF THE LEGAL THEORY ASSERTED, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE.

(b) Subject to applicable law, even if Company has been advised of the possibility of such damages and even if a remedy set forth herein is found to have failed of its essential purpose, Metafold's aggregate and total liability under this Agreement for any and all claims arising out of this Agreement shall be limited to direct damages and shall not exceed: (A) for Professional Services the amounts paid or due by the Customer to Metafold for the SOW that gave rise to the claim; (B) the amounts paid during the License Term for SAAS Products.

(a) The term of this Agreement begins on the Effective Date and continues until all subscriptions and SOWs hereunder have expired or have been terminated.

(b) Term of Purchased Subscriptions. The term of each subscription for SAAS Products shall be as specified in the applicable Order Form or in the online portal. Except as otherwise specified in an Order Form or in the online portal, subscriptions will automatically renew for additional one-year terms, unless either party gives the other written notice (email acceptable) at least 60 days before the end of the relevant subscription term. Except as expressly provided in the applicable Order Form or in the online portal, renewal of promotional or one-time priced subscriptions will be at Metafold's applicable list price in effect at the time of the applicable renewal.

(c) Termination. A party may terminate this Agreement, SAAS Product subscription and/or any SOW or Change Order for cause: (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of the 30-day notice period. Either party may terminate this Agreement, a SAAS Product subscription or SOW if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

(d) Termination Refund or Payment. If this Agreement is terminated by Customer in accordance with Section 10(c), Metafold will refund Customer any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination. If this Agreement is terminated by Metafold in accordance with Section 10(c), Customer will pay any unpaid fees covering the remainder of the term of all SAAS Product subscriptions, and all remaining SOWs to the extent permitted by applicable law.

(e) Suspension of SAAS Product, Professional Services and Acceleration. If any charge owing by Customer under this or any other agreement for Professional Services or SAAS Products is 30 days past due, Metafold may, without limiting its other rights and remedies, accelerate Customer's unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Professional Services or SAAS Products until such amounts are paid in full, provided that, Metafold will give Customer at least 5 days' prior notice that its account is overdue.

(f) Survival. This Section 10(f) and Sections 1(Definitions), 2(h)(Free trial) 4(Fees), 5(Confidential Information), 6(Intellectual Property), 7(d)(warranty disclaimer) 7(c)8(Indemnity), 9(limitation of liability), 10(d)(Termination Refund or Payment) and 1 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.

(a) Entire Agreement. This Agreement, together with any other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.

(b) Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement. All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section.

(c) Force Majeure. In no event shall Metafold be liable to Customer, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Metafold's reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, epidemic or pandemic, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.