Alta AI Terms and Conditions

ALTA AI

TERMS OF SERVICE

Last Updated: 25 September, 2025

These Alta AI Terms of Service (the "Agreement") apply to, and govern, any access to and use of the Service (defined below), and YOU ARE AGREEING TOTHIS AGREEMENT BY CLICKING ON THE "I ACCEPT" (OR SIMILAR)BUTTON, BY CHECKING A CHECKBOX FOR THE ACCEPTANCE OF THIS AGREEMENT, OR OTHERWISEBY REGISTERING FOR OR ACCESSING, USING, OR RECEIVING THESERVICE, WHICHEVER IS EARLIER. The Agreement is binding between Alta AI Inc. (or, if applicable, itsAffiliate (defined below) specified in the Order) ("Alta") and the customer specified in the Order (defined below)("Customer").

If an individual is submitting an Order, or otherwise subscribing to the Service, using an organization's email address, such organization shall be deemed the Customer.An individual entering into this Agreement on behalf of the Customer represents that such individual has the right, authority and capacity to act on behalf of the Customer and bind the Customer to this Agreement. Alta and Customer may be collectively referred to herein as the "Parties", and each individually as a "Party".

This Agreement also applies to, and governs, each Order (defined below) and is hereby incorporated by reference into, and made a part of, such Order.

Platform Subscriptions through Resellers. If Customer has purchased the Service through a Reseller (defined below), Customer's payment obligations underSection ‎6 (Payment) shall not apply.In such cases: (a) Alta will only be obligated to provide the Service toCustomer if Alta and the applicable Reseller have entered into a purchase order(or similar ordering document, whether online or offline) for such purchase;(b) Alta may share information with Reseller related to Customer’s use and consumption of the Service; (c) Alta shall be entitled to withhold or otherwise suspend Customer's access to the Service if Alta has not been paid by Reseller;(d) this Agreement governs Customer’s access to and use of the Service, notwithstanding anything to the contrary in Customer's agreement with theReseller; and (e) Reseller is not authorized to make any changes to thisAgreement or otherwise authorized to make any warranties, representations, promises or commitments on behalf of Alta or in any way concerning the Service.

1. DEFINITIONS. The following capitalized terms have the meanings set forth below:

"Affiliate" means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, whereby “control”means the possession, directly or indirectly, of the power to direct, or cause the direction of, the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.

"Content" means any text, data, information, reports, files, images, graphics, software code, or other content.

"Customer Content"means any Content submitted or uploaded to, or transmitted through, theService, or otherwise provided or made available to Alta, by or on behalf ofCustomer or by end user customers of the Customer.

"Documentation"means the Service-related operational guides or manuals which Alta provides or makes available to Customer, in any form or medium. Documentation does not include any marketing materials. Unless the context requires otherwise, references in this Agreement to the "Service" shall be deemed to include the Documentation as well.

"Effective Date"means the date the Order is executed by the Parties, unless the Order it self specifies a different start/effective date; provided, however, that if, in connection with such Order, the date on which theCustomer first accessed or used the Service, or set up an Account, was prior toOrder execution, then the Effective Date shall be deemed to be such earlier date.

"Input" means any Customer Content inputted or otherwise submitted by Customer to the Service to receive an Output(defined below). Unless the context requires otherwise, references herein to"Customer Content" shall be deemed to include Input as well.

"Intellectual Property Rights" means any and all rights, titles, and interests (under any jurisdiction or treaty, whether protectable or not, whether registered or unregistered, and whether vested, contingent, or future) in and to inventions, discoveries, works of authorship, designs, software, technical information, databases, know-how, mask works, methods, branding, technology, and other intellectual property (collectively, "Intellectual Property"), and includes but is not limited to patents, copyrights and similar authorship rights, moral (and similar personal) rights, mask work rights, data and database rights, trade secret rights and similar rights in confidential in formation and other non-public information, design rights, trademark, service mark, trade name, trade dress and similar branding rights, as well as: (i) all applications, registrations, renewals, reexaminations, extensions, continuations, continuations-in-part, provisionals, substitutions, divisions or reissues of or for the foregoing; and (ii) all goodwill associated with the foregoing.

"Law" means any federal, state, foreign, regional or local statute, regulation, ordinance, or rule of any jurisdiction.

"Order" means the ordering document (which attaches, hyperlinks to, or otherwise incorporates by reference, this Agreement) entered into between the Parties, which, inter alia, specifies the Service and any Other Services purchased by Customer. The Order may take the form of: (a) a written document (such as an Order Form,Sales Order, Proposal, or Quote) that is mutually signed by the Parties; and/or (b) an online or electronic order submitted by Customer via the Website (or other online functionality operated or authorized by Alta) and accepted by Alta. Where Customer has purchased theService from a Reseller, the "Order" shall be deemed the applicable purchase order (or other ordering document, whether online or offline) entered into between Customer and Reseller.

"Other Services"means, as the case may be, Setup Services, Support Services, ProfessionalServices, and/or any other services (other than the Service) provided by or on behalf of Alta pursuant to this Agreement.

"Output" means any Content which is generated by the Service and returned to Customer, in response to theCustomer's Input. Unless the context requires otherwise, references herein to the "Service Content" shall be deemed to include Output as well.

"Privacy Policy"means the Alta privacy policy, currently available at https://www.altahq.com/privacy-policy.

"Professional Services" meansService-related installation, deployment, configuration, training, customization, integration, or other professional services.

"Reseller" means any distributor, reseller, or similar channel partner (such as a marketplace platform provider)authorized by Alta to sell the Service.

"Service" means a Subscription to the Platform, as specified in the Order.

"Service Content" means any Content(excluding Customer Content) appearing on or in, or otherwise provided or made available via, the Service (for example, Content appearing within thePlatform). Unless the context requires otherwise, references herein to the "Service"shall be deemed to include the Service Content as well.

"Platform" means Alta's software-as-a-service platform, including the applicable Alta AI agents that are specified in an Order, and any applicable web applications, mobile applications, application programming interfaces (APIs), and other tools thatAlta makes generally available in connection therewith.

"Subscription Scope" means anyService-related usage or consumption limitations, entitlements, and parameters(for example, number of Users, number of tokens, available features and functionalities, etc.) specified in the Order.

"Support Services" means anyService-related technical support and maintenance services that are specified in the Order (or, if not specified in the Order, that are made generally available by Alta to its Service customers).

"Usage Statistics" means any non-Customer-identifying information, data, reporting, suggestions, analyses, and/or intelligence relating to the operation, support, and/or Customer’s use of the Service (such as metadata, query logs, aggregated data, analytics, etc.), as well as any resulting industry benchmarks, analytics, datasets, and models developed by or on behalf of Alta.

"User" means Customer's employees and contractors who are authorized by Customer to use the Service.

"Website" means Alta's website, currently available at https://www.altahq.com/.

2. ACCOUNT

To receive the Service, Customer may be given the opportunity (or otherwise be required) to generate an account by submitting the information requested in the applicable online registration page or Service interface ("Account").Customer's Account registration may impose limitations on the number or types of Accounts; absent such limitations, Customer shall be entitled to a single administrator Account that will have administrative privileges over the Account("Admin Account") and such number of user Accounts for each user (each, a "User Account"). Customer shall ensure that all information submitted during the registration process is, and will thereafter remain, complete and accurate. As between Alta and Customer, Customer shall be solely responsible and liable for maintaining the confidentiality and security of itsAccount credentials, as well as for all activities that occur under or in suchAccount. Customer shall immediately notify Alta in writing of any unauthorized access to, or use of, an Account, or any other breach of security.

3. PILOTS AND EVALUATIONPRODUCTS

3.1. Pilots. If agreed in the Order, Customer may be entitled to conduct an evaluation, proof-of-value, or pilot of the Service(collectively, a "Pilot").A Pilot is limited to whatever duration, features, and functionalities Alta elects in its sole discretion (or that is otherwise specified in the Order),and, unless agreed otherwise in the Order, Alta reserves the right to add and remove any features and functionalities, as well as terminate a Pilot, at anytime, with or without notice.

3.2. Evaluation Products. From time to time, Alta may permit Customer to try certain Service features or functionalities (whether new or existing) at no charge for a free trial or evaluation period (each, an "Evaluation Product"). EvaluationProducts may be designated or identified as beta, pilot, evaluation, trial, or the like. Unless configured otherwise by Alta, or agreed otherwise (for example, in the Order), the default evaluation period for an Evaluation Product(the "Evaluation Period")is ninety (90) days. However, Alta reserves the right to terminate anEvaluation Period at any time, with or without notice.

3.3. General. For the avoidance of doubt, the restrictions set forth in Section ‎4.1 (Restrictions)shall also apply to Evaluation Products and Pilots. NOTWITHSTANDING ANYTHING TOTHE CONTRARY CONTAINED IN THIS AGREEMENT, EVALUATION PRODUCTS AND PILOTS AREPROVIDED FOR CUSTOMER'S INTERNAL EVALUATION ONLY (AND NOT FOR PRODUCTION USE),AND ALTA SHALL HAVE NO OBLIGATION OR LIABILITY OF ANY KIND WHATSOEVER FOREVALUATION PRODUCTS OR PILOTS. TO THE EXTENT THAT APPLICABLE LAW DOES NOTPERMIT THE EXCLUSION OF ALTA'S LIABILITY FOR AN EVALUATION PRODUCT OR PILOT,ALTA'S AGGREGATE LIABILITY TO CUSTOMER IN RESPECT OF AN EVALUATION PRODUCTAND/OR PILOT SHALL NOT EXCEED TEN USDOLLARS (USD$10).

4. SERVICE SUBSCRIPTION

(a) General. Subject to the terms and conditions of thisAgreement (including without limitation Customer's payment of all applicableFees), Alta grants Customer a limited, non-exclusive, non-transferable, non- sub licensable right and license, during the Subscription Term (defined below), to do the following, in accordance with the Documentation(collectively, the "Subscription")to receive the Service and view the Service Content for Customer's internal end use. For the avoidance of doubt: (i) the Subscription is subject to the applicable Subscription Scope, and Customer shall not use any technical or other means within, or external to, the Service to exceed or circumvent theSubscription Scope, and (ii) the Service is only licensed or provided on a subscription basis (and is not sold) hereunder. The Service may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Alta or by third-party providers, or because of other causes beyondAlta’s reasonable control.

4.1. Restrictions. As a condition to (and except as expressly permitted by) the Subscription, Customer shall not do (or permit or encourage to be done) any of the following Subscription restrictions (in whole or in part):

(a) copy, create public Internet “links” to,"frame", or "mirror" any Alta Technology;

(b) sell, assign, transfer, lease, rent, sublicense, or otherwise distribute or make available any Alta Technology to any third party (such as offering it as part of a time-sharing, outsourcing or service bureau environment);

(c) publicly perform, display or communicate anyAlta Technology;

(d) modify, adapt, translate, or create aderivative work of any Alta Technology;

(e) decompile, disassemble, decrypt, revers engineer, extract, or otherwise attempt to discover the source code or non-literal aspects (such as the underlying structure, sequence, organization, file formats, non-public APIs, ideas, or algorithms) of, any Alta Technology;

(f) remove, alter, or conceal any copyright, trademark, or other proprietary rights notices displayed on or in any AltaTechnology;

(g) circumvent, disable or otherwise interfere with security-related or technical features or protocols of any AltaTechnology;

(h) use any Alta Technology to develop any service or product that is the same as (or substantially similar to), or otherwise competitive with, any Alta Technology, or to otherwise train anyartificial intelligence or machine learning models;

(i) store or transmit any robot, malware, Trojan horse, spyware, or similar malicious item intended (or that has the potential)to damage or disrupt any Alta Technology, or use any robot, spider, scraper, or any other automated means to access any Alta Technology;

(j) employ any hardware, software, device, or technique to pool connections or reduce the number of Users or servers/ machines that directly access or use any Alta Technology (sometimes referred to as 'virtualization', 'multiplexing' or 'pooling');

(k) forge or manipulate identifiers to disguise the origin of any Customer Content;

(l) take any action that imposes or may impose(as determined in Alta's reasonable discretion) an unreasonable or disproportionately large load on the servers, network, bandwidth, or other cloud infrastructure which operate or support any Alta Technology, or other wise systematically abuse or disrupt the integrity of such servers, network, bandwidth, or infrastructure;

(m) use any Alta Technology in connection with any stress test, penetration test, competitive benchmarking or analysis, or vulnerability scanning, or otherwise publish or disclose (without Alta's prior express written approval) any the results of such activities or other performance data of any Alta Technology;

(n) use any Alta Technology to circumvent the security of another person’s network or information, develop malware, engage in unauthorized, surreptitious surveillance (including scraping, crawling, or other automated data extraction or collection activities), data modification, data exfiltration, data ransom or data destruction;

(o) use any Alta Technology for the purposes of engaging in any illegal activities, generating defamatory, harassing, abusive, or hateful Content, infringing or violating the property rights or personal rights of others, generating malware or spam, impersonating others, promoting harmful activities (including by promoting self-harm or suicide, or producing weapons), engaging in any activity that has a high risk of physical or economic harm, and/or providing any medical or financial advice; and/or

(p) use any Alta Technology to (a) engage in any manipulative or deceptive techniques that distort a person’s behavior or hinder their ability to make informed decisions; (b) leverage any vulnerabilities arising from a person’s age, disability, or economic situation; (c) carry out real-time bio metric monitoring of individuals in public locations on behalf of law enforcement; (d)profile or categorize individuals according to their social conduct or personal characteristics (including through social scoring or predictive profiling) in a manner that may result in unfavorable treatment; (e) evaluate or predict the risk of criminal behavior by an individual solely from their personal features or profiling data; (f) deduce or interpret an individual’s emotional state within workplace or educational environments, unless required for medical or safety purposes; and/or (g) use biometric data to identify or draw conclusions about individuals’ sensitive attributes, such as their racial background, political beliefs, religious convictions, or sexual orientation.

4.2. Usage Statistics.. Alta and its Affiliates may use log files,Customer Content and other data regarding Customer's use of the Service for quality control purposes, for enforcement of this Agreement, for analytics purposes (such as generating Usage Statistics), and in an aggregated manner for further improving, enhancing, and otherwise further developing Alta's product sand services. On written agreement, Alta may fine-tune its AI agents using Customer Content and Output, but solely forCustomer’s use and not for the benefit of other customers. Any such fine-tuningwill be subject to the terms of this Agreement.

4.3. Delivery and Hosting. The Service will be made available toCustomer electronically (via the Website, via an API integration, or other wise as elected by Alta or as specified in the Order). The hosting of the Service may be provided by a third-party cloud hosting provider selected by Alta("Hosting Provider"), and accordingly Customer Content may be processed by such Hosting Provider.

4.4. Features and Functionalities. Alta may, from time to time and without notice, modify, replace, and discontinue the features and functionalities (but not material functionalities to which Customer is entitled under the Order, unless it improves the material functionality), as well as the user interface, of the Service. Some features and functionalities may in any event be restricted by geography or otherwise for Alta to comply with applicable Law or commitments to third parties. Customer agrees that its purchase hereunder is not contingent on the delivery of any future functionality or feature, or dependent on any oral or written statements made by or on behalf of Alta regarding future functionalities or features.

4.5. Documentation. Customer shall use the Service in accordance with the Documentation. The Documentation is hereby incorporated by reference into this Agreement.

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5. SERVICES

5.1. Setup Services. If applicable, and subject to payment byCustomer of the applicable Fees therefor, Alta shall provide anyService-related setup or onboarding services specified in the Order ("Setup Services").

5.2. Support Services. Subject to Customer remaining current with all payment obligations under this Agreement, Customer will be entitled to receive the Support Services. Alta will respond to Support Services requests as described in its then-current service level terms and conditions (the "Service Levels"), which will be provided to Customer upon request. WhereCustomer has purchased the Service from a Reseller, the Reseller will be solely responsible for providing Support Services to Customer, and Alta will respond to the Reseller's Support Services requests in accordance with the ServiceLevels.

5.3. Professional Services. Other than Setup Services, Alta is not obligated to provide any Professional Services. Any Professional Services mutually agreed to between the Parties shall be set out in sequential Professional Services Statements of Work signed by the Parties and referencing this Agreement (each, a "Professional Services SOW").Professional Services shall be charged in accordance with such ProfessionalServices SOW. Each Professional Services SOW shall be deemed incorporated by reference into this Agreement.

5.4. General. Other Services will be performed by Alta and/or its Affiliates and are provided for the benefit of Customer only.Customer shall fully cooperate with Alta, and shall make available to Alta all relevant systems, assets, and resources, in connection with the provision of Other Services. With Customer's prior written approval (not to be unreasonably with held, conditioned, or delayed) Alta may subcontract Other Services (in whole or in part) to a third-party contractor, and without derogating fromAlta's liabilities towards the Customer under this Agreement. Unless expressly agreed otherwise in writing, Other Services shall be carried out remotely, and any physical attendance at Customer's offices or other locations requested byCustomer, if agreed to by Alta (for example, in a Professional Services SOW),shall be charged at Alta's then-current rates, and Alta shall also be entitled to reimbursement for travel and lodging costs and expenses incurred.

6. PAYMENT

6.1. Fees. Customer agrees to pay Alta the fees and other charges set forth in the Order (the "Fees").‍

6.2. Fee Increases. Alta shall be entitled from time to time, and by written notice, to increase the Fees under the Order; provided, however, that the updated Fees shall apply to the next Order renewal, provided that such notice was given at least thirty (30) days prior to such renewal.

6.3. Payment Terms. Unless expressly stated otherwise in theOrder or in this Agreement: (a) all Fees are stated, and are to be paid, in USDollars; (b) billing cycles for the Subscription are on a calendar quarterly basis; (c) Alta shall be entitled to invoice Customer for Fees in advance at the commencement of each billing cycle (except for Fees for overages, which are charged in arrears), and Customer shall pay each invoice within thirty (30)days of receipt of invoice; (c) all payments and payment obligations under thisAgreement are non-refundable and non-cancellable, and Customer shall pay allFees without offsets or other deductions; (d) any amount not paid when due will accrue interest on a daily basis until paid in full, at the lesser of the rate of one and a half percent (1.5%) per month or the highest amount permitted by applicable Law; and (e) Alta shall be entitled to issue invoices (and any associated reporting) and billing notices via email to the applicable Customer contact email address specified in the Order and/or via a functionality of theService. Moreover, Alta shall be entitled to charge you for all reasonable costs (including attorneys' fees, court costs, and collection agency fees)incurred by Alta in collecting any late payments or interest.

6.4. Payment Dispute. If Customer believes that Alta has invoicedCustomer incorrectly, Customer must contact Alta no later than thirty (30) days after receiving the invoice in which the alleged error appeared; otherwise Customer shall be deemed to have waived all claims in connection with the applicable invoice and payment.

6.5. Taxes. Amounts payable under this Agreement do not include any applicable sales, use, consumption, VAT, GST, and other taxes, duties or governmental charges, assessable by any local, state, provincial, federal or foreign jurisdiction ("Taxes"),except for taxes based upon Alta's net income. Customer is responsible for paying all Taxes associated with its purchases hereunder. If Alta has the legal obligation to pay or collect Taxes for which Customer is responsible under this paragraph, the appropriate amount shall be invoiced to (and paid by) Customer, unless Customer provides Alta with a valid tax exemption certificate authorized by the appropriate taxing authority. In the event that Customer is required by any Law applicable to it to withhold or deduct taxes for any payment under thisAgreement, then the amounts due to Alta shall be increased by the amount necessary so that Alta receives and retains, free from liability for any deduction or withholding, an amount equal to the amount it would have received had Customer not made any such withholding or deduction.‍

6.6. Payment Processing. Customer represents and warrants that all payment and billing information provided is (and will remain) complete and accurate, and Customer has obtained all necessary consents to enable the necessary payment method. If applicable to the payment method, payment of Fees may be processed through a third-party payment processing service (which will receive and process Customer's billing information), and additional terms may apply to such payments. Customer authorizes Alta (and/or its designee) to: (a)request and collect payment (and to otherwise take other billing actions, such as refunds) from Customer on a recurring basis; and (b) make any inquiries Alta deems necessary, from time to time, to validate Customer's designated payment method or financial information, to ensure timely payment of Fees (including, but not limited to, for the purpose of receiving updated payment details fromCustomer's payment, credit card, or banking account provider – such as, updated expiry date or card number).

6.7. Reporting; Usage Audit. Alta may issue Subscription- andFee-related reporting and billing notices via email to the applicable Customer or billing contact email address specified in the Order, as well as via a functionality of the Service. Alta (or a third party it reasonably designates)shall, from time to time, be entitled to audit Customer's use of the Service (a"Usage Audit"), andCustomer shall facilitate such Usage Audit by providing Alta with all access(including, without limitation, VPN access) reasonably requested by Alta (such as, for the purpose of calculating any Fees for overages).

7. CUSTOMER CONTENT ANDOUTPUT

7.1. Ownership of Customer Content. As between the Parties, Customer is the exclusive owner of all Customer Content.

7.2. Ownership of Output. As between the Parties, and subject toCustomer's compliance with the terms and conditions of this Agreement, Customer will be the exclusive owner of all Output, and Alta hereby assigns to Customer all of its right, title, and interest, if any, in and to Output.

7.3. No Sensitive Data. Unless the Service specifically requests or requires otherwise, Customer shall ensure that no Customer Content includes or links to Sensitive Data. "SensitiveData" means any (i) categories of data enumerated in Article 9(1) of the European Union's General Data Protection Regulation (Regulation 2016/679, aka the GDPR) or any successor law; (ii) credit, debit or other payment card data subject to the Payment Card Industry Data Security Standards ("PCIDSS"); (iii) Nonpublic PersonalInformation (NPI) (as defined by the Gramm-Leach-Bliley Act and its implementing rules and regulations); or (iv) any data similar to the foregoing that is protected under foreign or domestic laws.

7.4. Responsibility for Customer Content. Customer is solely responsible for the legality, accuracy and quality of Customer Content, such as for ensuring thatCustomer’s collection, processing, storage and transmission of Customer Content is compliant with all applicable Laws, as well as any and all privacy policies, agreements or other obligations Customer may maintain or enter into with its customers, clients, users and end-users. Customer represents, warrants and covenants that:

(a) no processing of Customer Content under thisAgreement (whether by Alta, its Affiliates, or if applicable the HostingProvider) will violate any Law, proprietary right, or privacy right;

(b) Customer has obtained and will maintain all required consents, authorizations and licenses, and will maintain all on going legal bases under relevant privacy Laws (if applicable), necessary to provide, make available, and otherwise expose Customer Content to Alta, its Affiliates, and the Hosting Provider (if applicable). If Customer Content and/or the Input contains personally identifiable information, Customer shall ensure that it has informed individuals of Alta’s processing activities and has made availableAlta's Privacy Policy; and

(c) Customer Content will not include or link to, and will not otherwise allow or encourage: (A) illegal activities, including exploitation or endangerment of children (such as child pornography), gambling, piracy, and the creation or distribution of illegal substances, goods, or services; (B) threatening, stalking, harassing, defaming, de frauding, degrading, victimizing or intimidating anyone for any reason; (C) generating spam; or (D) generating content for dissemination in electoral campaigns.

7.5. Responsibility for Output. Customer acknowledges and agrees that artificial intelligence and machine learning are rapidly evolving fields, and that, given the probabilistic nature of artificial intelligence and machine learning, use of the Service may in some situations result in incorrect Output and/or the Output may not be unique across users (and the Service may generate the same or similar Output for different users and customers of theService). Customer is solely responsible and liable for evaluating and verifying (including without limitation by human review) the Output as being suitable and appropriate for Customer's use thereof. It is Customer’s responsibility to carefully test, review, and vet the Output before implementation or other use. In addition, Customer shall not engage in any automatic decision-making (including, without limitation, profiling), or rely upon Output in isolation to make a decision, relating to any person, which has a legal effect or a similarly significant effect on that person. Moreover,Customer shall: (a) not represent that Output was human-generated when it was not; and (b) notify end users of the Output that factual assertions in Output should not be relied upon without independently checking the accuracy and completeness of the Output. When Customer makes use of the settings and options in the Service, Customer acknowledges and agrees that it is instructing Alta to follow such settings, including, for example, to make automatic calls or send automatic emails. Customer is fully and solely responsible for Customer's (and its User's) decisions and instructions in connection with its (and their) use of the settings and options in the Service.

7.6. License to Customer Content and Output. Notwithstanding anything to the contrary,Customer hereby grants to Alta and its Affiliates a worldwide, non-exclusive, royalty-free, paid-up, sub licensable (to Alta's data sub-processors, HostingProviders, as well as to third party service providers engaged by Alta in the provision of the Alta Technology), right and license to copy, process, create derivative works of, modify, adapt, and otherwise use Customer Content andOutput (in any media, now known or hereafter developed):

(a) during the Term of this Agreement, for any of the following purposes: (i) to perform under this Agreement (for example, to provide the Service, to process the Inputs to generate Outputs, to performOther Services such as technical support, etc.);(ii) to prevent or address technical or security issues and resolve support requests; and/or (iii) to conduct an investigation (when we have a good faith belief, or when have received a complaint) as to whether such Customer Content was provided in violation of this Agreement, in violation of any Laws, or in violation of any third party rights; and

(b) on a perpetual and irrevocable basis, provided the Customer Content and the Output is aggregated or de-identified (“Aggregated Data”) for the purpose of generally maintaining, improving, enhancing and developing Alta Technology as well as new products, features and functionalities.

7.7. Data Storage. The Service is not intended to, and will not, operate as a data storage or archiving product or service, and Customer agrees not to rely on the Service for the storage of any Customer Content orOutput whatsoever. Customer is solely responsible and liable for the maintenance and backup of all Customer Content and Output.

7.8. Data Security. Alta will maintain administrative, physical, and technical safeguards for protection of the security and confidentiality of Customer Content, in accordance with Alta's ISO 27001certification.

7.9. Privacy Policy. Alta’s Privacy Policy is available here https://www.altahq.com/privacy-policy.

7.10. DPA. To the extent that, in connection with the processing of CustomerContent pursuant to this Agreement, Customer requires a data processing agreement ("DPA"),Customer shall request (via email to info@altahq.com) and execute (and deliver to Alta the executed copy of) Alta's applicable DPA. Such executed DPA shall be deemed incorporated by reference into this Agreement.

8. ALTA TECHNOLOGY

Notwithstanding anything in this Agreement to the contrary, Alta (and/or its licensors and suppliers, as applicable) is, and shall be, the sole and exclusive owner of all right, title and interest(including without limitation all Intellectual Property Rights) in and to the following (collectively, the "AltaTechnology"):

(a) the Service (and all underlying Intellectual Property);

(b) Other Services;

(c) the Service Content(excluding the Output);

(d) Alta's ConfidentialInformation;

(e) any feedback, suggestions, or ideas for or about the Service or Service Content(collectively, "Feedback");

(f) Usage Statistics and Aggregated Data; and

(g) any improvements, derivative works, enhancements, and/or modifications of/to any of the foregoing, as well as any other Intellectual Property conceived, authored, or otherwise developed pursuant to this Agreement, in each case regardless of invent or ship or authorship.

To the extent any of the foregoing Intellectual Property Rights do not automatically vest in Alta, Customer hereby irrevocably assigns (and shall procure the assignment of) such Intellectual Property Rights to Alta (and its designees, successors, and assigns), and undertakes to do all things reasonably requested by Alta (including without limitation executing, filing, and delivering instruments of assignment and recordation), at Alta's expense, to perfect such ownership rights. Any rights not expressly granted herein are hereby reserved by Alta and its licensors, and, except for the Subscription,Customer is granted no other right or license in or to the Service or any otherAlta Technology, whether by implied license, estoppel, exhaustion, operation of law, or otherwise.

9. CONFIDENTIALITY

Each Party (as “Receiving Party”) will: (a) protect the Confidential Information(defined below) of the other Party (the "Disclosing Party") that the Receiving Party receives, using the same degree of care that Receiving Party uses to protect its ownConfidential Information of like kind (but not less than reasonable care); (b)not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; and (c) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of Receiving Party and its Affiliates' employees ,contractors, and professional advisors (such as lawyers and accountants) who need that access for purposes consistent with this Agreement and who are bound by obligations of confidentiality to the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. If Receiving Party is required by Law or court order to discloseConfidential Information, then Receiving Party shall, to the extent legally permitted, provide Disclosing Party with advance written notice and cooperate in any effort to obtain confidential treatment of the Confidential Information including, without limitation, the opportunity to seek appropriate administrative or judicial relief. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party, the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. "ConfidentialInformation" means all information that is identified as confidential at the time of disclosure by the Disclosing Party or reasonably should be known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and/or the circumstances surrounding the disclosure. For the avoidance of doubt, the Products and the Service areConfidential Information of Alta. Confidential Information shall not, however, include information that: (a) was rightfully in Receiving Party's possession or known to it (on a non-confidential basis) prior to receipt of the ConfidentialInformation; (b) is or has become public knowledge through no fault of theReceiving Party; (c) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (d) is independently developed by the Receiving Party.

10. PERFORMANCE WARRANTY;DISCLAIMERS

10.1. Alta warrants that: (a) the Service will operate in substantial conformity with the applicable Documentation; and (b)any Professional Services will be performed in a professional and workman like manner, in substantial conformity with the applicable Professional Services SOW((a) and (b) collectively, the "PerformanceWarranty"). In the event of a breach of the Performance Warranty, Alta will (as its sole liability, and as the Customer's sole remedy, for such breach), at its own expense, correct the non-conformity or re-perform theProfessional Services (as the case may be). The Performance Warranty will not apply if the error or non-conformance was caused by: (i) Customer’s misuse of the Service; (ii) modifications to the Service by Customer or any third party;(iii) any Third Party Content; and/or (iv) any equipment, software, hardware, or services of Customer or any of its third parties, which are used by Customer in connection with the Service. Customer shall notify Alta in writing of any error or non-conformity of the Performance Warranty promptly (and in any event, not more than 10 days) after becoming aware of the breach.

10.2. OTHER THAN THE PERFORMANCE WARRANTY, THESERVICE, SERVICE CONTENT, OUTPUT, OTHER SERVICES, OTHER ALTA TECHNOLOGY, ASWELL AS ANY OTHER GOODS AND SERVICES PROVIDED OR MADE AVAILABLE BY OR ON BEHALFOF ALTA HEREUNDER (COLLECTIVELY, THE"ALTA MATERIALS") AREPROVIDED AND MADE AVAILABLE ON AN "AS IS" AND "ASAVAILABLE" BASIS, WITH ALL DEFECTS, AND ALL EXPRESS, IMPLIED AND STATUTORYCONDITIONS AND WARRANTIES (INCLUDING WITHOUT LIMITATION ANY IMPLIED CONDITIONSOR WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR APARTICULAR PURPOSE, TITLE, QUIET POSSESSION, NON-INFRINGEMENT, OR QUALITY OFSERVICE, OR THAT OTHERWISE ARISE FROM A COURSE OF PERFORMANCE OR USAGE OFTRADE) ARE HEREBY DISCLAIMED BY Alta AND ITS LICENSORS.

10.3. ALTA DOES NOT MAKE ANYREPRESENTATION, WARRANTY, GUARANTEE OR CONDITION OR GIVE ANY INDEMNIFICATION:(A) REGARDING THE EFFECTIVENESS, USEFULNESS, RELIABILITY, TIMELINESS,COMPLETENESS, OR QUALITY OF ALTA MATERIALS, INCLUDING WITHOUT LIMITATION THATANY OUTPUT WILL BE ACCURATE, ERROR-FREE, UNIQUE, OR SUITABLE FOR ANY PARTICULARPURPOSE; (B) THAT CUSTOMER'S USE OF ALTA MATERIALS WILL BE UNINTERRUPTED,SECURE OR ERROR-FREE; (C) REGARDING THE OPERATION OF ANY CELLULAR NETWORKS, THEPASSING OR TRANSMISSION OF DATA VIA ANY NETWORKS OR THE CLOUD, OR ANY OTHERCELLULAR OR DATA CONNECTIVITY PROBLEMS; OR (D) REGARDING THE SATISFACTION OF,OR COMPLIANCE WITH, ANY LAWS, REGULATIONS, OR OTHER GOVERNMENT OR INDUSTRYRULES OR STANDARDS. ALTA WILL NOT BE LIABLE OR OBLIGATED IN RESPECT OF DELAYS,INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THEINTERNET AND ELECTRONIC COMMUNICATIONS OR FOR ISSUES RELATED TO HOSTINGPROVIDERS OR PUBLIC NETWORKS. ALTA SHALL HAVE NO RESPONSIBILITY OR LIABILITYFOR ANY ERRORS, INACCURACIES, HALLUCINATIONS, OR OTHER UNEXPECTED OR INCORRECTINFORMATION GENERATED BY THE AI AGENTS OR THE SERVICE, AND CUSTOMERACKNOWLEDGES AND AGREES THAT VERIFYING THE ACCURACY AND APPROPRIATENESS OF ALLOUTPUT IS SOLELY CUSTOMER’S RESPONSIBILITY.

11. LIMITATION OFLIABILITY

11.1. EXCEPT FOR BREACHES OF CONFIDENTIALITY UNDERSECTION ‎9 (CONFIDENTIALITY),CUSTOMER'S BREACH OF THE SUBSCRIPTION (INCLUDING WITHOUT LIMITATION A BREACHUNDER SECTION ‎4.1 (RESTRICTIONS), AND/ORGROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY, ITSAFFILIATES, OR LICENSORS BE LIABLE UNDER, OR OTHERWISE IN CONNECTION WITH, THISAGREEMENT, FOR:

(a) ANY CONSEQUENTIAL, INDIRECT, SPECIAL,INCIDENTAL, OR PUNITIVE DAMAGES;

(b) ANY LOSS OF PROFITS, BUSINESS, OPPORTUNITY,REVENUE, CONTRACTS, ANTICIPATED SAVINGS, OR WASTED EXPENDITURE;

(c) ANY LOSS OF, OR DAMAGE OR INTERRUPTION TO,DATA, NETWORKS, INFORMATION SYSTEMS, REPUTATION, OR GOODWILL; AND/OR

(d) THE COST OF PROCURING ANY SUBSTITUTE GOODS ORSERVICES.

11.2. NOTWITHSTANDING ANYTHING TO THE CONTRARY, THECOMBINED AGGREGATE LIABILITY OF ALTA AND ALL ALTA AFFILIATES UNDER, OROTHERWISE IN CONNECTION WITH, THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OFFEES ACTUALLY PAID BY CUSTOMER TO ALTA UNDER THIS AGREEMENT IN THE SIX (6) MONTHS IMMEDIATELY PRECEDINGTHE DATE GIVING RISE TO LIABILITY (OR, IF NO FEES APPLY, ONE HUNDRED US DOLLARS(USD$100)). FOR THE AVOIDANCE OF DOUBT, THE EXISTENCE OF MULTIPLE CLAIMS DOESNOT ENLARGE THE FOREGOING LIMIT.

11.3. THE FOREGOING EXCLUSIONS AND LIMITATIONS INTHIS SECTION ‎11 SHALL APPLY: (A) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLELAW; (B) EVEN IF A PARTY HAS BEEN ADVISED, OR SHOULD HAVE BEEN AWARE, OF THEPOSSIBILITY OF LOSSES, DAMAGES, OR COSTS; (C) EVEN IF ANY REMEDY IN THISAGREEMENT FAILS OF ITS ESSENTIAL PURPOSE; AND (D) REGARDLESS OF THE THEORY ORBASIS OF LIABILITY, AND WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATIONFOR NEGLIGENCE OR BREACH OF STATUTORY DUTY), STRICT LIABILITY, INDEMNITY, MISREPRESENTATION,OR OTHERWISE.

12. INDEMNIFICATION

12.1. Indemnification by Alta. In the event that, during the term of thisAgreement and the six (6) month period thereafter, a third party makes or institutes any claim, action, or proceeding against Customer alleging thatCustomer's authorized access and use of the Service in accordance with thisAgreement infringes such third party's copyright or patent (an "Infringement Claim"), Alta shall(as its sole liability, and as Customer's sole remedy, in connection with suchInfringement Claim):

(a) At its own expense, defend Customer against the Infringement Claim; and

(b) Indemnify and hold harmless Customer for any amount finally awarded against or imposed upon Customer by the court (or otherwise agreed in settlement, provided that such settlement was agreed to in writing by Alta) under the Infringement Claim (provided, however, that any insurance recoveries and/or indemnity or contribution amounts received by the Customer prior to receipt of indemnification by Alta, shall reduce the indemnifiable amount to be paid byAlta by the amount of such recovery).

Alta shall have no liability under this Section (Indemnification by Alta):

(A) to the extent that the Infringement Claim is attributable to or results from: (i) a modification to the Service not made byAlta; (ii) the combination of the Service with any non-Alta product or service;(iii) any Customer instructions or specifications; (iv) any Customer breach under this Agreement; (v) any Inputs; and/or (vi) any failure by Customer to use the most current version of the Service made available by Alta to Customer pursuant to this Agreement;

(B) if Customer did not use the Service in accordance with the Documentation; and/or

(C) if Customer is entitled to (or has other wise received) indemnification for the Infringement Claim (or part thereof) from aReseller.

Should the Service (in whole or in part) become, or in Alta's opinion be likely to become, the subject of an Infringement Claim or an in junction prohibiting Customer's use of the Service, then Customer permits Alta, atAlta's option and expense, to either: (x) obtain for Customer the right to continue using the Service (or part thereof, as applicable); or (y) replace or modify the Service (or part thereof, as applicable) so that its use here under becomes non-infringing; providedת however, that if (x) and (y) are not, in Alta's opinion, commercially feasible, Alta may terminate this Agreement upon written notice to Customer, and, following Customer's compliance with all post-termination obligations,Customer shall be entitled to receive a pro-rated refund of any prepaidSubscription-related Fees hereunder based remaining period of the SubscriptionTerm.

12.2. Indemnification by Customer. If Alta or its Affiliates (or their respective directors, officers, or employees) (collectively, "Alta Indemnitees") incur or suffer any loss or liability whatsoever (including but not limited to a fine, penalty, damages award, legal costs and expenses such as attorney's fees, etc.) under or in connection with any demand, claim, suit, or proceeding made or brought (whether by an individual, organization, or governmental agency) against an Alta Indemnitee (each, a"Misuse Claim"), and suchMisuse Claim arises directly or indirectly from any Customer Content, Input,Customer's use of the Output or the Service, any breach by Customer under thisAgreement, and/or any violation by Customer of applicable Law, Customer agrees to:

(a) At its own expense, defend Alta Indemnitees against the Misuse Claim; and

(b) Indemnify and hold harmless Alta Indemnitees for such loss and liability, as well as for any amount finally awarded against or imposed upon Alta Indemnitees by the court (or otherwise agreed in settlement) under the Misuse Claim.

12.3. Indemnity Procedure. As a condition to indemnification under this Section (Indemnification), the indemnified Party agrees: (A) to provide the indemnifying Party with prompt written notice of the Infringement Claim or Misuse Claim, as applicable (the"Claim"); (B) to cede to the indemnifying Party sole control of the defense and settlement of the Claim(except that any settlement shall require the indemnified Party's prior written consent, not to be unreasonably withheld, conditioned or delayed); (C) to provide the indemnifying Party with all information and assistance reasonably requested by it; and (D) not to admit any liability under (or other wise compromise the defense of) the Claim. The indemnified Party may participate in the defense of the Claim at its own cost and expense.

13. TERM AND TERMINATION

13.1. Term of Agreement. This Agreement commences on the EffectiveDate and, unless terminated in accordance herewith, shall continue for the duration of the Subscription Term (defined below).

13.2. Renewals. Unless specified otherwise in the Order, upon expiration of the initial Subscription term set forth in the Order (the"Initial Subscription Term"),the Order and Subscription shall automatically renew for successive renewal terms of equal length as the Initial Subscription Term (each a "Renewal Subscription Term", and together with the Initial Subscription Term, the "Subscription Term"), unless either Party notifies the otherParty in writing that it chooses not to renew ("Non-Renewal Notice"); provided, however, that the Non-Renewal Notice is given at least sixty (60) days prior to the end of the then-current Subscription Term. At the commencement of each Renewal Subscription Term, Alta shall be entitled to invoice Customer for the applicable Fees therefor.

13.3. Termination. This Agreement may be terminated as follows:

(a) In accordance with any termination rights specified in the Order;

(b) Either Party may terminate this Agreement for cause upon written notice if the other Party commits a material breach under this Agreement and fails to cure such breach within thirty (30) days after receiving written notice from the other Party alleging the breach. The foregoing 30-day cure period shall: (i) not be required if the breach is not curable; and (ii) be reduced to ten (10) days if the material breach in question is non-payment by Customer;

(c) Either Party may terminate this Agreement upon written notice to the other Party upon the occurrence of any of the following events in respect of such other Party: (i) a receiver is appointed for the other Party or its property, which appointment is not dismissed with in sixty (60) days; (ii) the other Party makes a general assignment for the benefit of its creditors; (iii) the other Party commences, or has commenced against it, proceedings under any bankruptcy, insolvency or debtor’s reliefLaw, which proceedings are not dismissed within sixty (60) days; or (iv) the other Party is liquidating, dissolving or ceasing normal business operations; and/or

(d) Alta may terminate this Agreement for convenience upon thirty (30) days' prior written notice to Customer. Incase of such termination for convenience by Alta, Customer shall be entitled to receive a pro-rated refund of any pre-paid and un utilized Fees under the Order based on the remaining period of the then-current Subscription Term.

13.4. Suspension. Alta reserves the right to temporarily suspend provision of the Service: (a) if Customer is seven (7) days or more overdue on a payment; (b) if Alta deems such suspension necessary as a result of Customer’s breach of the Subscription (such as a breach under Section ‎4.1 (Restrictions)); (c) if Alta reasonably determines suspension is necessary to avoid material harm to Alta, to its other customers, or to the Service, including if the Service's cloud infrastructure is experiencing denial of service attacks or other attacks or disruptions outside of Alta’s control, or (d) as required by Law or at the request of governmental entities.

13.5. Customer Suspension Right. Notwithstanding anything to the contrary in this Agreement or any Order, Customer may, at anytime during the Term, suspend its rights and obligations under an Order, in whole but not in part, for a period of up to ninety (90) consecutive days, by providing at least seven (7) days' prior written notice to Alta. During any such suspension period, (a) Customer's right to access or use the Service and to view the Service Content under the applicable Order will be suspended, (b) Customer will have no right to receive the Service or view the Service Content, and (c)the Subscription Term for the applicable Order will be automatically extended by the actual duration of the suspension period. Upon expiration of the suspension period, all payment and other obligations of Customer under the applicable Order will automatically resume for the remainder of the extendedSubscription Term. Customer may not exercise its suspension right more than once with respect to any Order, and any unused suspension period will befor feited.

13.6. Effect of Termination. Upon termination of this Agreement for any reason: (a) the Subscription shall automatically terminate; (b) Customer shallcease all access and use of the Service; (c) Customer shall pay any outstandingFees and other charges that accrued as of termination (even if termination takes effective prior to the end of a billing cycle), which shall become immediately due and payable, and, if necessary Alta shall issue a final invoice therefor; and (d) upon written notice to Alta, Customer will have up to thirty(30) calendar days to access the Service solely to the extent necessary to retrieve Customer Content ("RetrievalRight") (and if Customer exercises its Retrieval Right, this Agreement shall continue in full force and effect for the duration of the RetrievalRight). Alta shall have no further obligation to make Customer Content available after the later of (A) the effective date of termination of thisAgreement, or (B) the Retrieval Right period, if applicable, and thereafterAlta shall be entitled to delete the Customer Content.

13.7. Survival. Sections ‎7 (Customer Content and Output) through ‎14 (Miscellaneous) shall survive termination of this Agreement, as shall any right, obligation or provision that is expressly stated to so survive or that ought by its nature to survive.Termination shall not affect any rights and obligations accrued as of the effective date of termination.

14. MISCELLANEOUS

14.1. Entire Agreement. This Agreement (and its annexes) represents the entire agreement of the Parties with respect to the subject matter hereof, and supersedes and replaces all prior and contemporaneous oral or written understandings and statements by the Parties with respect to such subject matter. In entering into this Agreement, neither Party is relying on any representation or statement not expressly specified in this Agreement. Any terms or conditions (whether printed, hyperlinked, or otherwise) in any purchase order or other standardized business forms, which purport to supersede, modify, or supplement this Agreement, shall be deemed rejected, void and of no effect (even if Alta signs or acknowledges such document). Customer shall include the Order reference/number in any purchase order issued to Alta.The section and subsection headings used in this Agreement are for convenience of reading only and shall not be used or relief upon to interpret thisAgreement. This Agreement may be executed in any number of counterparts (including digitally, electronically scanned and e-mailed PDF copies, and any similarly signed and electronically or digitally transmitted copies) each of which will be considered an original, but all of which together will constitute one and the same instrument.

14.2. Amendment. This Agreement may only be modified or supplemented by a written instrument referencing this Agreement, which is duly signed by each Party.

14.3. Precedence. To the extent of any conflict or inconsistency between a provision in this Agreement on the one hand, and a provision in the Order or a Professional Services SOW on the other hand, the former shall prevail (except to the extent expressly stated otherwise in the Order or Professional Services SOW, or to the extent related solely to the commercial or technical particulars of the Order or Professional Services SOW, in which case the latter shall prevail).

14.4. Third Party Content. The Service may present, or otherwise allowCustomer to view, access, link to, and/or interact with, Content from third parties and other sources that are not owned or controlled by Alta (suchContent, "Third Party Content").The Service may also enable Customer to communicate with the related third parties. The display or communication to Customer of such Third Party Content does not (and shall not be construed to) in any way imply, suggest, or constitute any sponsorship, endorsement, or approval by Alta of such ThirdParty Content or third party, nor any affiliation between Alta and such third party. Alta shall have no obligation, responsibility and/or liability of any kind whatsoever for Third Party Content or for the third party's policies, practices, actions, or omissions. If Customer enables or uses Third PartyContent with the Service, Alta will allow the Third Party Content providers to access and use Customer Content as required for the interoperation of the ThirdParty Content and the Service. Any Third Party Content provider’s use ofCustomer Content is subject to the applicable agreement between Customer and the Third Party Content provider. Customer shall ensure that when enabling and/or using Third Party Content, Customer is solely and fully liable and responsible for its own compliance with applicable Laws, and for avoiding infringement of third-party rights.

14.5. Third Party Software. The Service may include what is commonly referred to as 'open source' software. Under some of their respective license terms and conditions, Alta may be required to provide Customer with notice of the license terms and attribution to the third party, in which case Alta may provide Customer with such information (whether via the Service, via the Website, or otherwise).Notwithstanding anything to the contrary herein, use of the open source software will be subject to the license terms and conditions applicable to such open source software, to the extent required by the applicable licensor (which terms and conditions shall not restrict the license rights granted to Customer hereunder), and to the extent any such license terms and conditions grantCustomer rights that are inconsistent with the limited rights granted toCustomer in this Agreement, then such rights in the applicable open source license shall take precedence over the rights and restrictions granted in thisAgreement, but solely with respect to such open source software. Alta will comply with any valid written request submitted by Customer to Alta for exercising any rights Customer may have under such license terms and conditions.

14.6. Assignment. This Agreement may not be assigned by Customer, in whole or in part, without Alta's prior express written consent.Alta may assign this Agreement, in whole or in part, without restriction or obligation. Furthermore, any Alta obligation hereunder may be performed (in whole or in part), and any Alta right (including invoice and payment rights) or remedy may be exercised (in whole or in part), by an Affiliate of Alta. Any prohibited assignment will be null and void. Subject to the provisions of thisSection (Assignment), this Agreement will bind and inure to the benefit of each Party and its respective successors and assigns.

14.7. Governing Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to any conflicts of laws rules or principles. The United Nations Convention onContracts for the International Sale of Goods, as well as the Uniform ComputerInformation Transactions Act (UCITA) (regardless of where or when adopted),shall not apply to this Agreement and are hereby disclaimed. Any claim, dispute or controversy between the Parties will be subject to the exclusive jurisdiction and venue of the courts located in the State of Delaware, and each Party here by irrevocably submits to the personal jurisdiction of such courts and waives any jurisdictional, venue, or inconvenient forum objections to such courts.Notwithstanding the foregoing, each Party may seek equitable relief in any court of competent jurisdiction. EACH PARTY IRREVOCABLY WAIVES ITS RIGHT TOTRIAL OF ANY ISSUE BY JURY. EXCEPT TO SEEK EQUITABLE RELIEF, PAYMENT OF FEES,OR TO OTHERWISE PROTECT OR ENFORCE A PARTY'S INTELLECTUAL PROPERTY RIGHTS ORCONFIDENTIALITY OBLIGATIONS, NO ACTION, REGARDLESS OF FORM, UNDER THISAGREEMENT MAY BE BROUGHT BY EITHER PARTY MORE THAN ONE (1) YEAR AFTER THE DATEON WHICH THE CORRESPONDING LIABILITY AROSE. Any claims or damages that Customer may have against Alta shall only be enforceable against Alta, and not any other entity or Alta's officers, directors, representatives, employees, or agents.Without derogating from any limitations or exclusions of liability in thisAgreement, Customer hereby irrevocably waives any claims against Alta for sums to which Customer is entitled under any insurance policy carried by or on behalf of Customer.

14.8. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, then: (a) the remaining provisions of this Agreement shall remain in full force and effect; and (b) the Parties agree that the court making such determination shall have the power to limit the provision, to delete specific words or phrases, or to replace the provision with a provision that is legal, valid and enforceable and that most closely approximates the original legal intent and economic impact of such provision, and this Agreement shall be enforceable as so modified in respect of such jurisdiction. In the event such court does not exercise the power granted to it as aforesaid, then such provision will be ineffective solely as to such jurisdiction, and will be substituted (in respect of such jurisdiction) with a valid, legal and enforceable provision that most closely approximates the original legal intent and economic impact of such provision.

14.9. Publicity. Alta may use Customer’s name and logo to identify Customer as a customer of Alta (including, but not limited to, on theWebsite and in Alta's promotional materials).

14.10. Waiver and Remedies. No failure or delay on the part of eitherParty in exercising any right or remedy hereunder will operate as a waiver thereof, nor will any single or partial exercise of any such right or remedy preclude any other or further exercise thereof, or the exercise of any other right or remedy. Any waiver granted hereunder must be in writing, duly signed by the waiving Party, and will be valid only in the specific instance in which given. Except as may be expressly provided otherwise in this Agreement, no right or remedy conferred upon or reserved by either Party under this Agreement is intended to be, or will be deemed, exclusive of any other right or remedy under this Agreement, at law, or in equity, but will be cumulative of such other rights and remedies.

14.11. Supplemental Terms. Features and functionalities may be accompanied by separate or additional terms and conditions ("Feature Specific Terms"). ThirdParty Content may be accompanied by separate or additional terms and conditions("Third Party Content Terms",and together with Feature Specific Terms, "Supplemental Terms"). Supplemental Terms may be set forth in the Order and/or may require Customer's acceptance (via the Service) prior toCustomer accessing the applicable feature, functionality, or Third PartyContent. Except to the extent expressly stated otherwise within theSupplemental Terms, all Supplemental Terms apply in addition to (and not instead of) this Agreement.

14.12. No Third PartyBeneficiaries. Except as may be otherwise expressly provided in this Agreement (such as Alta's Affiliates),there shall be no third-party beneficiaries of or under this Agreement, and nothing herein, whether express or implied, will confer upon any person or entity, other than the Parties (and their respective successors and permitted assigns), any legal or equitable right whatsoever to enforce any provision of this Agreement.

14.13. Relationship. The relationship of the Parties is solely that of independent contractors, neither Party nor its employees are the servants, agents, or employees of the other, and no exclusivities arise out of this Agreement. Nothing in this Agreement shall be construed to create a relationship of employer and employee, principal and agent, joint venture, franchise, fiduciary, partnership, association, or otherwise between theParties. Except to the extent required by Alta in connection with the provision of the Service and/or the performance of Alta's obligations hereunder, neitherParty has any authority to enter into agreements of any kind on behalf of the other Party and neither Party will create or attempt to create any obligation, express or implied, on behalf of the other Party.

14.14. Force Majeure. Neither Party shall have any liability for any performance (excluding payment obligations) under thisAgreement that is prevented, hindered, or delayed by reason of an event ofForce Majeure (defined below). The Party so affected shall be excused from such performance to the extent that, and for so long as, performance is prevented, interrupted, or delayed by the Force Majeure. If and when performance is resumed, all dates specified under this Agreement shall be automatically adjusted to reflect the period of such prevention, interruption, or delay by reason of such Force Majeure. For purposes of this Agreement, an event of"Force Majeure" shall be defined as: (a) fire, flood, earthquake, explosion, pandemic or epidemic (or similar regional health crisis), or act of God; (b) strikes, lockouts, picketing, concerted labor action, work stoppages, other labor or industrial disturbances, or shortages of materials or equipment, not the fault of either party; (c) invasion, war (declared or undeclared), terrorism, riot, or civil commotion; (d) an act of governmental or quasi-governmental authorities(including without limitation lockdowns); (e) failure of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, shortage of adequate power or transportation facilities; and/or (f) any matter beyond the reasonable control of the affected Party. Notwithstanding the foregoing, Customer shall not be entitled to use, or rely on, this Section (Force Majeure) in connection with any Customer breach of theSubscription and/or of Alta's Intellectual Property Rights. For the avoidance of doubt, any problems relating to hosting of the Service by a third party is beyond the reasonable control of Alta.

14.15. Notices. Any notice or communication required or permitted under this Agreement will be in writing to the addresses set forth in this Agreement (or at such other address as may be given in writing by eitherParty), and will be deemed to have been received by the addressee upon: (a)personal delivery; (b) the second business day after being mailed or couriered; or (c) the day of sending by email, except for notices of breach (other than for non-payment) or an indemnifiable claim, which must be made by mail or courier.Email notifications to Alta shall be Info@altahq.com. Alta may also giveCustomer notices via Customer's Account and/or via postings on or through the functionality of the Service (and such notices shall be deemed given immediately).

14.16. Export Compliance. Customer represents and warrants that: (a)it is not a resident of, and will not access or use the Service in, a country that the U.S. government has embargoed for use of the Service, and thatCustomer is not a person or entity named on the U.S. Treasury Department’s list of Specially Designated Nationals or any other applicable trade sanction in gregulations of any jurisdiction; and (b) its country of residence and/or incorporation (as applicable) is the same as the country specified in the contact and/or billing address provided to Alta. Customer shall not transfer, export, re-export, import, re-import or divert the Service in violation of anyExport Control Laws (defined below), and shall not transfer, export, re-export, import, re-import or divert the Service to Lebanon, Syria, Iran, Iraq, Sudan,Yemen, Cuba, North Korea, or to the Crimea, Donetsk, or Luhansk regions ofUkraine (or other countries specifically designated in writing by Alta from time to time). In the event of a breach under this Section (Export Compliance), Customer agrees to indemnify and hold harmlessAlta and all Alta Affiliates (and their respective directors, officers, and employees) for any fines and/or penalties imposed upon Alta or an AltaAffiliate (or such persons) as a result of such breach. "Export Control Laws" means all applicable export and re-export control Laws applicable to Customer and/or Alta or its Affiliates, as well as the United States' Export AdministrationRegulations (EAR) maintained by the US Department of Commerce, trade and economic sanctions maintained by the US Treasury Department's Office of ForeignAssets Control, and the International Traffic in Arms Regulations (ITAR)maintained by the US Department of State.

14.17. DOJ Bulk SensitiveData Rules. Solely for purposes of this Section, the terms “access,” “country of concern,” “covered person,”“government-related data,” “sensitive personal data,” and “U.S. person” shall have the meanings ascribed to them in 28 CFR Part 202 (“DOJ Bulk Sensitive Data Rules”). Customer represents, warrants and covenants that it is not a covered person or country of concern. Customer will immediately notify Alta if Customer foresees a change that would cause Customerמ to become such a covered person or country of concern. Without limitation toCustomer's other obligations under the Agreement, to the extent that Customer receives, derives, or otherwise processes government-related data or sensitive personal data relating to U.S. persons in connection with the Agreement, Customer shall: (A) not: (1) transfer such government-related data or sensitive personal data to, or otherwise enable access to such data by, a covered person or country of concern; or (2) engage in any activity or conduct that would result in a violation of the DOJ Bulk Sensitive Data Rules by Customer or Alta; and(B) promptly report to Alta any known or suspected violations of this Section.Alta may immediately suspend access to the Service or terminate this Agreement, in whole or in part, if it reasonably determines that Customer has breached this Section or is likely to cause Alta to be in violation of the DOJ BulkSensitive Data Rules. Customer shall promptly cooperate with Alta in connection with any investigation, audit, or inquiry by a governmental authority regarding compliance with the DOJ Bulk Sensitive Data Rules.

14.18. Customer Resources. Except for the Service, Customer shall be solely responsible: (a) for providing all hardware, software, systems, assets, facilities, and ancillary goods and services needed for Customer to access and use the Service; and (b) for ensuring their compatibility with the Service. In the event Alta is legally or contractually required to modify or replace features or functionalities of the Service to ensure the Service complies with the terms of service or privacy policies of various platforms, networks and/or websites, Customer shall be responsible for making all necessary changes to Customer’s hardware, software, systems, assets, and facilities to continue using theService.

14.19. Calling Feature of Service. Customer shall (a)comply with all applicable Laws when using the outbound calling functionality of the Service, including without limitation, telemarketing restrictions, do-not-call regulations, consumer protection laws, and data privacy laws in the jurisdictions where calls are placed; (b) not engage in deceptive, fraudulent, abusive, or unlawful conduct in connection with outbound calling, including without limitation prohibitions on (i) misrepresenting the caller identity (spoofing),(ii) robocalling or automated dialing that violates any law or regulation,(iii) making unsolicited calls without proper consent, and (iv) placing calls in volumes or patterns that generate complaints and (c) be solely responsible for obtaining (and maintaining) all consents and licenses necessary to exerciseCustomer's rights under the Subscription, including, but not limited to, the requisite prior consent from all individuals or entities Customer contacts using the Service.

14.20. Expense. Except as may be expressly stated otherwise in this Agreement, each Party shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of thisAgreement (and any documents referred to in it).

14.21. Government Users. If Customer is a U.S. government entity, or this Agreement otherwise becomes subject to the Federal AcquisitionRegulations (FAR), Customer acknowledges that the Service constitutes“commercial computer software” and “commercial computer software documentation”as such terms are used in FAR 12.212, DFARS 252.227-7014 and DFARS 227.7202. In accordance with FAR 12.211-12.212 and DFARS 227.7102-4 and 227.7202-4, as applicable, the rights of the U.S. Government to use, modify, reproduce, release, perform, display, or disclose commercial computer software, commercial computer software documentation, and technical data furnished in connection with the Service shall be as provided in this Agreement. If a government agency needs additional rights, it must negotiate a mutually acceptable signed written addendum to this Agreement specifically granting those rights.

14.22. Participation inDrafting; Essential Basis of the Agreement. The Parties intend that this Agreement should be interpreted in all instances as if the Parties participated equally in the drafting of all its provisions, and that no provision in this Agreement should be interpreted in a manner unfavorable to a Party on the basis that it drafted the provision. Moreover, Customer acknowledges and understands that the disclaimers, exclusions and limitations of liability set forth in this Agreement form an essential basis of the agreement between the Parties, that the Parties have relied upon such disclaimers, exclusions and limitations of liability in negotiating the terms and conditions of this Agreement, and that absent such disclaimers, exclusions and limitations of liability, the terms and conditions of this Agreement would be substantially different.

14.23. Subpoenas. Nothing in this Agreement prevents or other wise restricts Alta from disclosing Customer Content to the extent required by Law, subpoenas, or court orders, but Alta will use commercially reasonable efforts to notify Customer where permitted to do so.

14.24. High-Risk Activities. Customer shall not use the Service with or for, and acknowledges that the Service is not intended for, High-RiskActivities. "High-Risk Activities"means activities where use or failure of the Service could lead to death, personal injury, damage to tangible property, or environmental damage, and includes without limitation life support systems, emergency services, nuclear facilities, autonomous vehicles, and traffic control.

14.25. Anti-Corruption. Customer agrees that it has not received or been offered any illegal or improper bribe, kickback, payment, gift or thing of value from any of Alta's employees or agents, or otherwise from any Resellers, in connection with this Agreement. If Customer learns of any violation of the above restriction, Customer shall use reasonable efforts to promptly notifyAlta.

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