Exhibit to AppFoundry Order for Intradiem Solution

Required Standard Customer Contract Terms and Conditions

Overview

The following language represents the standard contract terms and conditions under which Intradiem licenses its Contact Center Automation solution to its customers. Intradiem typically engages on the Customer’s contracting template, vs Intradiem’s template and during that engagement partners to mutually agree the key terms and align to achieve a win-win in that contracting exercise.

In this document, “Customer” is the corporation that is the contracting entity, not that entity’s customers. “Hosted Service” is the term that Intradiem uses for the solution name itself within the contract and this term encapsulates the solution, the hosted environment, the desktop package and our providers (APIs or integrations to 3rd party ACD and WFM systems).

Intradiem licenses its solution on a named user basis for a fixed number of licenses which includes all users (agents, supervisors, managers, admins) who will have access to the solution the standard subscription is a three-year committed term. All recurring subscription fees are paid annually in advance; professional services fees are fixed fee milestone based. Intradiem hosts all UK and EU customers at Amazon Web Services in the UK, which is fully GDPR and regulatory compliant.



KEY STANDARD TERMS

Customer License & Use

Customer shall only use the Hosted Services and related services for its own internal purposes. All its Users must be employees of Customer or agents working only on behalf of Customer and only for its benefit. Customer agrees to take full responsibility for the acts and omissions of anyone that has access to the Hosted Service that is not an employee of Customer. In no event and under no circumstances will Customer allow or facilitate access to the to the Hosted Service to a competitor of Intradiem via this Agreement and will immediately take steps to stop such prohibited access and report the incident to Intradiem if such prohibited access occurs. Customer is responsible for (i) identifying and authenticating all Authorized Users, (ii) approving access by such Authorized Users to the Hosted Service, (iii) controlling against access by unauthorized individuals, and (iv) maintaining the confidentiality of usernames, passwords and account information. By federating or otherwise associating Customer’s Authorized User usernames, passwords and accounts with Intradiem, Customer accepts responsibility for the timely and proper termination of user records in Customer’s local (intranet) identity infrastructure or on Customer’s local computers. Intradiem is not responsible for any harm caused by Authorized Users or unauthorized users accessing the Hosted Service via the acts or omissions of Customer or its Authorized Users.


Restrictions

Customer will not (i) reverse assemble, reverse engineer, decompile, or otherwise attempt to derive source code from any of the Intradiem Programs; (ii) reproduce, modify, create, or prepare derivative works of any of the Intradiem Programs or Documentation; (iii) develop or assist a third party in developing a product which is substantially similar to the product which Customer is licensing from Intradiem (iv) distribute or display any of the Intradiem Programs or Documentation other than to Customer’s Authorized Users to the extent permitted under this Agreement;( v) share, sell, rent, or lease or otherwise distribute access to the Hosted Service to any third party, or use the Hosted Service to operate any time-sharing, service bureau, or similar business; (vi) create any security interest in the Hosted Service; (vii) alter, destroy or otherwise remove any proprietary notices or labels on or embedded within or on the Hosted Service, the Intradiem Programs or the Documentation; or (viii) disclose the results of any Hosted Service or program benchmark test to any third parties without Intradiem’s prior written consent.


Fees and Payment Terms

Customer will pay the fees stated in an applicable Order or Statement of Work. All fees will be paid within 45 days following Customer’s receipt of the invoice. Intradiem reserves the right to restrict the Customer from using the Hosted Service in the event payments for subscription amounts or related services have not been made on a timely basis. Customer may withhold amounts disputed in good faith so long as Customer notifies Intradiem of all disputed amounts included in any invoice prior to the applicable due date, identifying in reasonable detail the nature and amount of any such dispute. The parties will use commercially reasonable efforts to promptly resolve any such disputes.


Term & Termination

Subscription orders and agreements can be terminated for breach or upon the expiration of the term. Master Agreements are evergreen and ordering documents are for a three-year term.


Intradiem Hosted Service Limited Warranty

Intradiem warrants that, during the applicable Term, the Hosted Service will substantially conform to the then current documentation. This limited warranty only covers problems identified in a written notice delivered to Intradiem during the Term. Customer’s sole and exclusive remedy, and Intradiem’s entire liability for breach of this limited warranty, shall be correction of the warranted nonconformity in the Hosted Service or, if such correction of the warranted nonconformity is commercially impractical, Intradiem may, at Intradiem’s option, terminate access to the non-conforming Hosted Service and refund the prepaid and unused fees for such Hosted Service (as identified in an applicable Order Form).


Customer Warranty

Customer warrants that (i) Customer is authorized, and has the right and license, to provide the Customer Applications and Customer Data; (ii) in connection with Intradiem’s provision of Services under this Agreement, Intradiem is authorized to access and use such Customer Data and Customer Applications to the extent necessary to provide the Services.


Intradiem Warranty Disclaimer

TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, THE FOREGOING WARRANTIES ARE EXCLUSIVE AND THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. INTRADIEM DOES NOT WARRANT THAT (I) THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT INTRADIEM WILL CORRECT ALL ERRORS, (II) THE SERVICES WILL OPERATE IN COMBINATION WITH CUSTOMER DATA OR CUSTOMER APPLICATIONS, OR WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEMS OR DATA NOT PROVIDED OR APPROVED BY INTRADIEM, OR (III) THE SERVICES WILL MEET CUSTOMER REQUIREMENTS, SPECIFICATIONS OR EXPECTATIONS. CUSTOMER ACKNOWLEDGES THAT INTRADIEM DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. INTRADIEM IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. INTRADIEM IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION OR SECURITY OF THE SERVICES THAT ARISE FROM CUSTOMER DATA, CUSTOMER APPLICATIONS, OR THIRD-PARTY CONTENT.


Intradiem’s Intellectual Property and Ownership Rights

As between Customer and Intradiem, Intradiem and its licensors own all right, title, and interest in and to the Intradiem Programs, the Documentation, Intradiem’s Confidential Information, the Hosted Service, and all Intellectual Property rights therein. Furthermore, unless otherwise specified in the applicable SOW, Intradiem owns the deliverables provided in connection with any Professional Services (including any Intellectual Property used, created or developed by Intradiem or its employees or subcontractors in connection with the delivery of Professional Services).


Suggestions

If Customer provides Intradiem with any suggested improvements to the Hosted Service (or any of the Services), then Customer grants Intradiem a nonexclusive, perpetual, irrevocable, royalty free, worldwide license, with rights to transfer, sublicense, sell, use, reproduce, display, and make derivative works of such suggested improvements. Notwithstanding the foregoing, nothing in this Section (Suggestions) grants Intradiem a license to use any improvements covered by a registered patent owned by Customer.


Customer Data

As between Intradiem and Customer, Customer owns all Intellectual Property rights in and to the Customer Applications, the Customer Data and Customer’s Confidential Information. Intradiem has the right to use Customer Applications and Customer Data solely (i) to fulfil its obligations to Customer under this Agreement, and (ii) for internal use in order to maintain, evaluate, and improve the Services. Nothing in this Agreement transfers or conveys to Intradiem any ownership interest in or to the Customer Data or Customer’s Confidential Information.


Intellectual Property Indemnification

Intradiem will indemnify, defend and hold harmless Customer from and against any and all losses, costs, expenses (including attorneys’ fees and expenses), claims, liabilities, or damages of any kind incurred or suffered by Customer that result from or arise out of any claims from or liability to a third party alleging that Customer’s use of the Services (in whole or in part) in accordance with this Agreement infringe any Intellectual Property rights of any third party.


Customer Indemnification

Customer will indemnify, defend and hold Intradiem harmless from and against any and all losses, costs, expenses, including reasonable attorneys’ fees, claims, liabilities, or damages of any kind incurred or suffered by Intradiem that result from or arise out of any claims from or liability to a third party alleging that Intradiem’s access to or use of the Customer Data or Customer Applications solely to provide the Services under this Agreement infringes any confidentiality, privacy or Intellectual Property rights of any third party. The foregoing indemnity constitutes Intradiem’s sole and exclusive remedy and Customer’s entire liability with respect to intellectual property infringement.


Limitation of Liability

NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST REVENUE, LOST PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION. EITHER PARTY’S MAXIMUM LIABILITY FOR ALL DIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT IN THE AGGREGATE ARE LIMITED TO THE TOTAL AMOUNTS ACTUALLY PAID TO INTRADIEM FOR THE SERVICES UNDER THE ORDER THAT IS THE SUBJECT OF THE CLAIM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED IN CONTRACT, BREACH OF WARRANTY OR TORT OR OTHERWISE. THE FOREGOING LIMITATIONS AND EXCLUSIONS DO NOT APPLY TO EITHER PARTY’S INDEMNIFICATION OR CONFIDENTIALITY OBLIGATIONS, OR TO CUSTOMER’S OBLIGATIONS TO PAY FEES AND EXPENSES WHEN DUE AND PAYABLE.


Successors and Assigns

This Agreement and any Orders under this Agreement and the rights and obligations created hereunder and thereunder shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors and assigns. Neither party may assign this Agreement without the written consent of the other party, except to a related entity or the successor of all or substantially all the assignor’s business or assets to which this Agreement relates. Notwithstanding the foregoing, neither party to this Agreement is permitted to assign this Agreement to a party that is a direct or indirect competitor of the other party.