SESSION AI MASTER SERVICES AGREEMENT

This Master Services Agreement (the “Agreement”) is executed as of the last date signed below (the “Effective Date”) by and between Session AI, Inc., a Delaware Corporation (“Session AI”), and the Party countersigning this Agreement (“Customer”), each a “Party” and collectively, the “Parties”.

In consideration of the mutual covenants, agreements, and obligations set forth in this Agreement, the parties agree as follows:

1. Definitions.
   1. “Application” means software and services offered to the Customer via the Internet that includes certain machine learning functions that have been designed specifically for real-time interaction with consumers. The Application includes all modifications, customizations, enhancements, revisions, updates, upgrades and documentation that Session AI may make available periodically.
   2. “Customer Data” refers to electronic information or data, materials, curriculum, or other information in electronic form (i) input by or collected from Customer through or in connection with the Service, or (ii) generated by Session AI or the Service from data submitted or on behalf of Customer.  
   3. “Intellectual Property Rights” means any and all registered or unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection in any part of the world.
   4. “Permitted Users” means any employee or individual of Customer that is granted user access credentials to access the Service or otherwise interacts with the Service on Customer’s behalf of customer. 
   5. “Service(s)” means, collectively, the Application, the subscription to the Application, along with any Implementation Services, Managed Services, and additional services as may be listed on the applicable Order Form.
   6. “Order Form” means a detailed statement of Services to be provided hereunder and the related fees, and other details as agreed upon by the Parties, in substantially the form attached hereto as Exhibit A.  Each Order Form, when executed by each Party hereto, shall be incorporated herein.  If any conflict exists between any term of this Agreement and any term contained in an Order Form, the terms in this Agreement shall govern, unless the Order Form specifically references such conflict and indicates the Parties’ intent that the conflicting term in the Order Form shall govern, in which case the Order Form shall govern as to such referenced conflict only.  
   7. “Term” means the Initial Term (defined below), as extended by any additional Terms  in accordance with the terms of this Agreement. 
2. Service Subscription and Additional Services.
   1. License Grant. Session AI hereby grants to Customer and its Permitted Users a non-exclusive, non-sublicensable, non-transferable, revocable license to access and use the Service during the Term for Customer’s own business purposes. Nothing in this Agreement shall in any way limit the ability of Session AI to offer access to and use of the Service to any other party. 
   2.  Limitations on Subscription. Customer shall not be granted any rights to the Service beyond that which is specifically provided for herein. Customer acknowledges that at no time shall it be entitled to download, distribute, install, transfer, or otherwise redistribute the Service or Application in any form not explicitly covered by this Agreement. At no time will Customer hold title to or ownership of the Service, any component of the Application, or source code or any materials provided to Customer by Session AI during the Term of this Agreement. 
   3. Additional Services. For any additional services provided by Session AI to Customer, including but not limited to consulting services, (collectively the “Additional Services”), Customer and Session AI shall enter into a written (a “Statement of Work”), work order or other similar written agreement regarding the Additional Services prior to commencement thereof and be governed by this Agreement. 
3. Materials, Software, & Intellectual Property.
   1. Intellectual Property in General. Session AI retains all right, title, and interest in and to the Services, including all copies thereof in any form or medium, whether now known or existing or hereafter developed, and further including, without limitation, all software used to provide the Application and Services and copyrights, patents, trade secrets, trademarks and trade names therein or created thereby, and this Agreement does not grant Customer any Intellectual Property Rights in or to the Service, or any of its components, including, without limitation the Application, and all designs, algorithms, models, processes, methodologies incorporated in, and any improvements, modifications and enhancements to, the Application.
   2. Ownership of Customer Data. Without limiting the foregoing, Session AI recognizes and agrees that: (i) the Customer Data is the sole and exclusive property of Customer or its licensors and is protected by copyright, trademark, and other intellectual property laws; and (ii) Session AI does not acquire any Intellectual Property Rights, or any other right, title, or interest in or to the Customer Data except the limited and temporary right to use them as necessary for Customer’s use of the Service, e.g., having curriculum deployed within the Application.   
4. Session AI Obligations.
   1. Hosting. Session AI shall, at its own expense, maintain the Application on one or more computer network servers (any such servers, collectively, the “Application Server”). Session AI shall bear sole responsibility for the operation and maintenance of the Application Server hardware, its operating system and/or its platform software, and any third-party application software associated with, or necessary for, the operation and functioning of the Application Server in accordance with this Agreement. Session AI shall be permitted to enter into an arrangement with one or more third parties (each, a “Third Party Host”) for the performance of Session AI’s obligations under this Section 4, whereby any such Third Party Host may install the Application, own, operate or maintain the Application Server, or undertake to manage the Application Server.
   2. Service Levels and Support. Session AI shall provide support services in connection with the Application and ensure that the Application meets specified service levels, attached as Exhibit A (the “Service Levels”).
   3. Security. At all times during the Term, Session AI shall be responsible for the security of the Application and shall make reasonable commercial efforts to provide physical and information security standards in connection with the Service than meets generally accepted industry standards for physical and information security. 
5. Term and Renewal. The initial term of this Agreement shall begin as of the Effective Date and, unless sooner terminated pursuant to the provisions of Section 7, shall be in effect for the period set forth on the Order Form (the “Initial Term”). Upon expiration of the Initial Term or any Renewal Term (collectively, the “Term”), the Agreement shall automatically renew for a period of time equal to the then current Term (a “Renewal Term”), unless either party provides written notice of non-renewal no less than ninety (90) days prior to the expiration of the Term. 
6. Termination. In addition to the Termination provisions of Section 5, this Agreement may be terminated under the following provisions.
   1. Mutual Termination Rights. This Agreement may be terminated at any time upon mutual agreement in writing by Session AI and Customer.
   2. Termination by Session AI. Session AI may terminate this Agreement by sending written notice to Customer upon the occurrence of any of the following events:
      1. Without forfeiting any rights under Section 7, following notification by Session AI of a late payment due under Section 7, if Customer fails to make a payment within 15 days thereafter and ;
      2. Customer or any Permitted User continues to violate Session AI’s Acceptable Use Policy, or a party other than Customer or a Permitted User accesses the Service through user credentials issued to Customer;
      3.  Customer fails to comply with any material term of this Agreement within 15 days following notification by Session AI of such failure to comply; or
      4.  Appointment of a receiver or the filing of any application by Customer seeking relief from creditors. 
   3. Effects of Termination.
      1. Upon the termination of this Agreement for any reason, Customer shall immediately cease using the Service. No refunds for fees paid hereunder shall be made for any reason. 
7. Payment Provisions.
   1. Fees. In consideration for the license and access to the Services, Customer agrees to pay the subscription fees and other amounts set forth on the applicable Order Form (the “Fees”).
   2. Yearly Payments. Except as otherwise set forth in an applicable Order Form or Statement of Work, fees for the Services shall be invoiced annually (each, an “Annual Period”) to Customer in advance prior to the beginning of such Annual Period.
   3. Taxes. All amounts payable hereunder shall exclude all applicable sales, use and other taxes and all applicable export and import fees, customs duties and similar charges. Customer will be responsible for payment of all such taxes, fees, duties and charges, and any related penalties and interest, arising from the payment of any fees hereunder, the grant of license rights in the Application to Customer, or the delivery of related services. 
   4. Billing Information and Disputes. Customer agrees to provide Session AI with complete and accurate billing and contact information as shall be requested by Session AI and keep such information up to date. If Customer believes an invoice is incorrect, Customer must contact Session AI in writing within seven (7) days after receiving the invoice or within thirty (30) days of the invoice date, whichever is earlier, to dispute the invoice. If Customer’s accounts are past due, (a) Customer agrees to pay all amounts due upon demand by Session AI, (b) Customer may collect Fees owed using other collection mechanisms (including charging other payment methods Customer may have on file with Session AI), (c) Session AI reserves the right to suspend Customer’s access to the Service, and (d) Customer agrees to pay a late fee of 1.5% per month, or the maximum charge permitted by law, whichever is less. Session AI will not exercise its rights under this Section with respect to those charges that are under reasonable and good faith dispute and for which Customers are cooperating diligently to resolve the dispute.
8. Customer Duties.
   1. Cooperation. During the Term, Customer agrees to provide reasonable access to Permitted Users for questions, feedback, testimonials, and other publications Session AI may desire. Customer will designate individuals for the following roles and general responsibilities or as otherwise negotiated by the parties: 

2. Restriction of Access. Customer shall restrict access to the Service to Customer’s Permitted Users and ensure compliance by all Permitted Users with the Acceptable Use Policy. Customer shall promptly report to Session AI any known violation of the Acceptable Use Policy by its Permitted Users or any access to the Service by anyone other than a Permitted User. 
3. Customer Control and Responsibility. Customer has and will retain sole responsibility for: (i) all Customer Data, including its content and use; (ii) all information, instructions and materials provided by or on behalf of Customer or a Permitted User in connection with the Service; (iii) Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems) and networks, whether operated directly by Customer or through the use of third-party services (the “Customer Systems”); (iv) the security and use of Customer’s and its Permitted Users’ access credentials; and (v) all access to and use of the Services directly or indirectly by or through the Customer Systems or its or its Permitted Users’ access credentials, with or without Customer’s knowledge or consent, including all results obtained from and all conclusions, decisions and actions based on such access or use. 
4. Non-Solicitation. During the Term and for a period of twelve (12) months thereafter, Customer shall not, and shall not assist any other person to, directly or indirectly recruit or solicit (other than by general advertisement not directed specifically to any person) for employment or engagement as an independent contractor any person then employed or engaged by Session AI. In the event of a violation of this Section 8(d), Session AI will be entitled to liquidated damages equal to one-year of salary of such individual (based on the highest salary in the last three years). The Parties acknowledge and agree that any breach of this Section 8(d) will cause injury to Session AI for which money damages would be inherently difficult to quantify or ascertain and further stipulate that the agreed upon sum is not a penalty, but rather a reasonable measure of damages. Notwithstanding the foregoing, Customer shall not have any liability under this Section 8(d) in the event such hire was the result of a general solicitation through the public domain.  

9. Acceptable Use Policy.  The obligations set forth in this Section constitute the “Acceptable Use Policy” with respect to use of the Application by Customer and any Permitted Users.
   1. Acceptable Use. Customer is solely responsible for the content of any postings, data, or transmissions using the Services, or any other use of the Services by Customer or by any person or entity that accesses the Services using Customer’s or its Permitted Users’ access credentials, whether or not such person or entity is a Permitted User. Customer shall not, and shall not permit any other party to, or attempt to: (i) use the Services for any illegal, harmful, fraudulent, infringing or offensive use, or to transmit, store, display, distribute or otherwise make available content that is illegal, harmful, fraudulent, infringing or offensive, or to violate any applicable law or regulation ` ` `; (ii) decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any component of the Application is compiled or interpreted; (iii) violate or tamper with the security of the Services; (iv) modify the Application or Services or create any derivative product or service from any of the foregoing; (v) or act as a service bureau of the Services or otherwise run the Application or access the Services for any unlicensed third party; or (vi) use, or encourage, promote, facilitate or instruct others to use, the Services or for any illegal, harmful, fraudulent, infringing or offensive use, or to transmit, store, display, distribute or otherwise make available content that is illegal, harmful, fraudulent, infringing or offensive.
   2. Compliance. In the event of Customer’s material breach of the Acceptable Use Policy, including without limitation any infringement of any Intellectual Property Rights, Session AI may suspend or terminate Customer’s access to the Service, in addition to such other remedies as Session AI may have at law or pursuant to this Agreement. Neither this Agreement nor the Acceptable Use Policy require that Session AI take any action against Customer for violating the Acceptable Use Policy, but Session AI reserves its right to take any action it sees fit to remedy the violation.
10. Reciprocal Disclosure of Confidential Information. The terms  of this Section 10 govern the use and protection of certain information one Party (“Disclosing Party”) may disclose to the other Party (“Recipient”).
    1. For purposes hereof, “Confidential Information” means this Agreement and any exhibits, schedules, or attachments, and other information of the Disclosing Party business which is not generally known and which the Disclosing Party wishes to maintain as confidential. Confidential Information also includes all information of which the unauthorized disclosure could be detrimental to the interests of the Disclosing Party. By example, and without limitation, Confidential Information includes any and all non-public information that relates to the actual or anticipated business and/or products, research or development of the Disclosing Party, or to the Disclosing Party’s technical data, trade secrets, or know-how, including, but not limited to, research, product plans, or other information regarding the Disclosing Party’s products or services and markets therefor, customer lists and customers, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, and other business information disclosed by the Disclosing Party either directly or indirectly in writing, orally or by drawings or inspection of premises, parts, equipment, or other Company property. 
    2. Recipient may use Confidential Information of Disclosing Party only for the purposes of fulfilling its obligations and exercising its rights under this Agreement and shall protect such Confidential Information from disclosure to others, using the same degree of care used to protect its own proprietary information of like importance, but in any case, using no less than a reasonable degree of care. Recipient may disclose Confidential Information received hereunder only as reasonably required to perform its obligations under this Agreement and only to its employees, consultants or representatives (collectively, “Representatives”) who have a need to know for such purposes and who are bound by signed, written agreements to protect the received Confidential Information from unauthorized use and disclosure. Recipient shall ensure compliance with this Agreement by all of its Representatives and will be responsible for any breach of this Agreement caused by its Representatives.
    3. The restrictions of this Agreement on use and disclosure of Confidential Information shall not apply to information that: (i) is in the possession or control of Recipient at the time of its disclosure hereunder; (ii) is, or becomes publicly known, through no wrongful act of Recipient; (iii) is received by Recipient from a third party free to disclose it without obligation to Disclosing Party; or (iv) is independently developed by Recipient without use of or reference to Confidential Information. 
    4. Recipient further agrees that it shall:
       1. immediately notify Disclosing Party of any breach of this Agreement or any other disclosure of Confidential Information not authorized under this Agreement (collectively, an “Unauthorized Disclosure”); and
       2. without limiting any remedies available to Disclosing Party, fully cooperate with the Disclosing Party to regain possession of the Confidential Information, prevent its further unauthorized use or disclosure, and limit and mitigate the damage of such Unauthorized Disclosure.
    5. If Recipient or any of its Representatives is required by a valid legal order to disclose any Confidential Information, Recipient shall notify Disclosing Party of such requirements so that Disclosing Party may seek, at Disclosing Party’s expense, a protective order or other remedy, and Recipient shall reasonably assist Disclosing Party therewith. If Recipient remains legally required to make such disclosure, it shall: (a) only disclose that portion of the Confidential Information that it is required to disclose; and (b) use reasonable efforts to ensure that such Confidential Information is afforded confidential treatment.
    6. Following the termination of this Agreement, Recipient shall (a) at Disclosing Party’s discretion, promptly return to Disclosing Party or destroy all Confidential Information in its and its Representatives’ possession other than internal notes, (b) destroy all internal notes, and (c) within 10 days after Disclosing Party’s request, provide Disclosing Party with a certificate confirming Recipient’s compliance with this Section 10. Notwithstanding the foregoing, Recipient may retain copies of Confidential Information that are stored on Recipient’s IT backup and disaster recovery systems until deleted in the ordinary course. Recipient shall continue to be bound by the terms and conditions of this Agreement with respect to such retained Confidential Information.  
11. Representations and Warranties.
    1. Representations and Warranties Generally. Each Party hereby represents and warrants (i) that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization; (ii) that the execution and performance of this Agreement will not conflict with or violate any provision of any law having applicability to such Party; (iii) that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by this Agreement; and (iv) that this Agreement, when executed and delivered, will constitute a valid and binding obligation of such Party and will be enforceable against such Party in accordance with its terms. 
    2. Representations and Warranties of Customer. Customer further represents and warrants (i) that it has the right, and any necessary Intellectual Property Rights required to disclose and provide any Customer Data to Session AI through use and access of the Application or Service; and (ii) that Customer’s use of and access to the Application or Service complies with applicable laws and regulations. 
    3. DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES SPECIFIED HEREIN, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, AND SESSION AI MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR DATA ACCURACY. SESSION AI DOES NOT WARRANT THAT THE OPERATION OF THE APPLICATION WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED. NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT SESSION AI’S WARRANTY WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.
    4. Essential Basis of the Agreement. Each Party acknowledges and understands that the disclaimers, exclusions and limitations of liability set forth in this Section 10 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 in this Agreement, and that absent such disclaimers, exclusions and limitations of liability, the terms and conditions of this Agreement would be substantially different.
12. Limitations and Exclusions of Liability.
    1. Limitation of Liability. OTHER THAN INSTANCES OF GROSS NEGLIGENCE OR WILLFULLY MALICIOUS CONDUCT NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. EXCEPT FOR CLAIMS ARISING FROM OR RELATING THE CUMULATIVE LIABILITY OF SESSION AI TO CUSTOMER FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, EXCEPT FOR CLAIMS COVERED BY THE INDEMNIFICATION OBLIGATIONPS OF SECTION 13 OR CONFIDENTIALITY OBLIGATIONS OF SECTION 10, INCLUDING, WITHOUT LIMITATION, ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, WILL NOT EXCEED THE TOTAL AMOUNT OF ALL LICENSE FEES PAID TO SESSION AI BY CUSTOMER DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY HEREUNDER. 
13. Indemnification.
    1. Indemnification by Customer. Customer will indemnify, defend, and hold harmless Session AI, its licensors, service providers, and their respective affiliates, managers, directors, shareholders, agents and employees, from and against all liability, losses, costs, and expenses, including reasonable attorneys’ fees, arising from Customer’s or Customer’s Permitted Users’ use of the Services or breach of any obligations under this Agreement.  
    2. Indemnification by Session AI. Session AI will indemnify Customer against claims made or brought against Customer by a third party alleging that the use of the Services as contemplated hereunder infringes the patent, copyright, trade secret or intellectual property or proprietary rights of such third party. Session AI will not indemnify Customer if the claim is brought as a result of Customer’s or Customer’s Permitted Users’ actions or improper use of the Services where but-for those actions or use a claim would not exist. If a court of competent jurisdiction or Session AI reasonably determines that any third-party infringement claim prevails or is likely to prevail, Session AI may, at Session AI’s sole discretion and expense: (i) procure for Customer the right to continue using the Services under the terms of this Agreement; (ii) replace or modify the Services to be non-infringing without material decrease in functionality; or (iii) if the foregoing options are not reasonably practicable, terminate the license for the infringing Services and relieve Customer of any obligation to pay fees for the remainder of the term following the effective date of termination. 
    3. Notice and Defense of Claims. With respect to a claim entitled to indemnification under this Section 12, a Party seeking indemnification under this Section 12 (the “Indemnified Party”) will promptly notify the other Party (the “Indemnifying Party”) of any claim for which it believes it is entitled to indemnification. The Indemnifying Party shall assume control of the defense and settlement of such claim provided that (i) Indemnified Party promptly notifies Indemnifying Party of any such claim in writing (but a failure to do so shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that the Indemnifying Party or the defense is prejudiced by such failure), (ii) the Indemnifying Party is given sole control over the defense and settlement of such claim at its sole cost and expense, provided, however, that the Indemnifying Party will not settle any third-party claim against the Indemnified Party unless such settlement completely and forever releases the Indemnified Party from all liability with respect to such claim without payment or admission of fault by the Indemnified Party, unless the Indemnified Party consents to such settlement, and that (iii) the Indemnified Party will have the right, at its option and expense, to defend itself against any such claim or to participate in the defense thereof by counsel of its own choice.  For the avoidance of doubt, should the Indemnifying Party refuse the opportunity to have sole control of the defense of the claims, and should the Indemnified Party be obliged to conduct the same, then any reasonable related attorneys’ fees and costs shall be covered by this Section 12.
14. Notices. All notices by either Party shall be in writing and shall be sent to the other Party at the addresses shown on the signature page hereto by United States Certified Mail, postage prepaid, return receipt requested or by Federal Express or other similar nationally recognized courier, or by email, and such notices will be deemed effective upon actual receipt or rejection.
15. Third-Party Sites, Products, and Services. Session AI is only responsible or liable for the content posted on the Application or Services to the extent it is created by Session AI. Customer agrees that Session AI is not responsible for the content of other users of the Application or Services. The Application and Services may contain links to external Web sites. Session AI will not be responsible for the contents of any linked Web site, or any changes or updates to such sites. Customer further agrees that Session AI will not be directly or indirectly responsible or liable for any damage or loss caused or alleged to be caused by or in connection with Customer’s use of or reliance on any content, goods or services available on or through any such linked Web site. 
16. Privacy Policy. All of the information that Session AI collects from Customer, such as registration information, is subject to Session AI’s privacy policy and applicable privacy laws. Please go to https://www.sessionai.com/privacy-policy/ to see Session AI’s full privacy policy. This policy is expressly incorporated into and made a part of this Agreement. 
17. Miscellaneous.
    1. Amendment. This Agreement may not be amended except through a written agreement executed by an authorized representative of each Party. Notwithstanding the foregoing, Session AI may amend the Acceptable Use Policy or Privacy Policy at any time by posting a new version at its website and sending Customer notice thereof.
    2. Independent Contractors. The Parties are independent contractors and will so represent themselves in all regards. Neither Party is the agent nor partner of the other and neither may bind the other in any way.
    3. No Waiver. Neither Party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any prior or subsequent breach of this Agreement.
    4. Force Majeure. Except for Customer’s obligations to make payments as set forth in this Agreement and each Party’s obligations related to confidentiality, each Party shall be excused from performance for any period during which, and to the extent that, it or its subcontractor(s) is prevented from performing any obligation or service, in whole or in part, as a result of causes beyond its reasonable control and without its fault or negligence. Such acts shall include without limitation acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental laws and regulations imposed after the fact, fire, communication line failures, power failures, earthquakes, floods or other natural disasters (a “Force Majeure Event”). Delays in delivery or in meeting completion dates due to Force Majeure Events shall automatically extend such dates for a period equal to the duration of such events.
    5. Assignment & Successors. Session AI may assign this Agreement or any of its rights or obligations hereunder. Customer may not assign this Agreement without the prior consent of Session AI, which consent may be withheld by Session AI in its sole discretion. Any attempted assignment in violation of this Section shall be null and void. This Agreement will be binding upon and inure to the benefit of the respective successors and permitted assigns of the Parties.
    6. Choice of Law & Jurisdiction. The laws of the State of Delaware shall govern this Agreement without reference to its conflict of law principles. All claims under, or otherwise with respect to, this Agreement shall be brought and maintained in the state and federal courts located in the state of Delaware and the parties hereby expressly consent (and waive any right to otherwise object) to the exclusive venue and jurisdiction of such courts. The United Nations Convention on the International Sale of Goods shall have no application to this Agreement. It is the intent of the parties that the Uniform Computer Information Transactions Act (“UCITA”) shall not apply to or govern this Agreement or any agreement or transaction between the parties. Client shall comply with all United States and foreign export control laws, executive orders or regulations applicable to its performance under this Agreement.
    7. Severability. To the extent permitted by applicable law, the Parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.
    8. Survival. The following provisions will survive termination of this Agreement: (i) any obligation of Customer to pay any fees incurred prior to termination; (ii) Sections 3, 7, 10, 11, 12, 14 and 17 of this Agreement; and (iii) any other provision of this Agreement that must survive termination to fulfill its essential purpose.
    9. Reference and use of Customer logo. Customer agrees to provide Session AI use of its logo and Customer description for marketing material as permitted by law. Additional Customer feedback and input on case studies or marketing material will be provided as reasonably requested by Session AI. 
    10. Entire Agreement. This Agreement, together with any attachments, exhibits, Statements of Work, or schedules specifically referencing this Agreement, sets forth the entire agreement of the Parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to the subject matter hereof. Neither Party has relied upon any such prior or contemporaneous communications.

Exhibit A: 

Service Level Agreement and 

Session AI Support Services Terms and Conditions

1. Support
   1. Support Definitions.
      1. “Incident” means an unexpected failure or degradation in the quality of the Services which is reported to Session AI by Customer.
      2. “Excluded Services” means (i) support for any issues resulting from Customer Data, Customer modifications, third-party services, third-party content or any code other than the Application or Services provided to Customer by Session AI, (ii) any services which Customer is responsible for providing pursuant to Section 1(c) and (iii) Enhancement Requests.
      3.  “Enhancement Request” means a recommendation for future product enhancement or modification to add official support and documentation for an unsupported or undocumented feature, or features that do not exist in the Services, including the Software. Session AI shall retain all right and title to any Enhancement Requests, including any suggestions, ideas, feedback, recommendations or other information provided by You or any other party relating to the Services and any enhancements or changes to the Services or Application that result from such Enhancement Request. In the event all or a portion of the original right or title cannot legally vest with Session AI, Customer hereby grants a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, and assignable license to use and incorporate into the Services any Enhancement Request Customer provides.  
      4.  “Priority 1” or “P1” – A P1 Incident is a catastrophic production Incident within the Application or Service that severely impacts the Customer’s site or systems, causing the site to cease from operating or accepting orders, or because of which Customer’s site is completely down or not functioning, or that results in a loss of production data and no work around exists. P1 Incidents must be reported on Session AI’s toll-free support telephone number at (844) 946-3663 and to support@SessionAI.com in order to expedite resolution.  Session AI will use continuous efforts, with appropriate escalation to senior management, to provide a resolution for an P1 Incident as soon as is commercially reasonable. 
      5. “Priority 2” or “P2” – A P2 Incident is a major Incident within the Application or Service where the Customer’s site or systems are functioning but in a reduced capacity, or the Incident is causing significant impact to portions of the Customer’s business operations and productivity, or the Services or Application is exposed to potential loss or interruption of service. Incidents existing in a non-production environment that would otherwise qualify as a P1 if they were in a production environment, qualify as P2. Session AI will work during its normal hours of operation to provide a resolution for an P2 Incident as soon as is commercially reasonable.  
      6.  “Priority 3” or “P3” – A P3 Incident is a medium-to-low impact Incident that affects certain partial and/or non-critical functions of a Customer’s site, or that impairs some operations but allows Customer’s operations to continue to function. Incidents for which there is limited or no loss or functionality or impact to Customer’s operation and for which there is an easy work-around qualify as P3. Session AI will use reasonable efforts during its normal hours of operation, to provide a resolution for any P3 Incident in time for the next Minor release (as defined below) of the Software application. 
      7. “Priority 4” or “P4” – A P4 Incident is for a general usage question or issue that may be minor or cosmetic in nature or documentation related, and may include issues Session AI deems Enhancement Requests, but the Service works without interruption. Session AI will use efforts during its normal hours of operation, to provide a reasonable resolution or work-around for any P4 problem.  Session AI will take Enhancement Requests into consideration in the product management process but has no obligation to deliver enhancements based on any Enhancement Request.
   2. General Terms.
      1. Support Terms. These Session AI Support Services Terms and Conditions (the “Support Terms”) govern Session AI’s current support offerings and support policies for the Services (including the Application). The Support Terms apply only to the Session AI Services and Application running on Session AI’s infrastructure and any integrations provided by Session AI as part of the overall Services offering identified in an applicable Order Form or Statement of Work. Session AI will provide the following.
         1. Facilities for bug tracking, escalation of problems for priority attention, and access to FAQs relating to the Application.
         2. Assistance with troubleshooting to diagnose and fix errors in the Application and Services.
         3. Access to Session AI Documentation relating to the Application and Services, available online: https://docs.SessionAI.com/
      2. Performance of Support Services. Services will be performed by qualified personnel directly employed or supervised by Session AI or (at Session AI’s sole discretion) under subcontract to Session AI and functioning under the general direction of Session AI. Customer shall make available to Session AI qualified personnel familiar with the work Session AI is undertaking. Subject at all times to Session AI’s compliance with Customer’s policies and procedures regarding such access, Customer shall provide Session AI with adequate access to the hardware, software and documentation that are the subject of the Services to be provided under this Agreement.
      3. Support Assessment. Session AI will commit to a two (2) business day turnaround time for first response and assessment to use case and Model change requests. Upon initial assessment, Session AI Services team will provide a reasonable estimate of time for an initial draft of the solution response and a time-table of the delivery schedule of such changes.
   3. Changes. Any change requests that could impact functionality of the product and platform will be governed by the terms and conditions in the Master Services Agreement and the Service Levels outlined in Exhibit A
      1. Any change that could translate to a brand new use case or model will be scoped for cost and schedule and a Statement of Work (SOW) will be provided to Customer.
   4. Exclusions. These Support Terms do not apply to the following.
      1.  Use cases or to the models deployed. Use Cases and Models are governed by a separate Use Case and Model Service Level Agreement.
      2. Support and assistance in the development or debugging of Customer’s systems and/or applications.
      3. Information and assistance on technical issues related to the installation, administration, and use of enabling technologies such as databases, computer networks, and communications.
      4. Technical support, phone support, or updates to non-Session AI products or third-party enabling technologies not licensed under the Agreement.
   5. Support Term Modifications. Session AI may modify these Support Terms at any time in its sole discretion. Notwithstanding the foregoing, any modification will not materially diminish the benefits provided to Customer under the Support Terms during Customer’s subscription Term (as set forth in Customer’s Order Form). 
   6. Conflicts. In the event of a conflict between these Support Terms and the Agreement, the Agreement shall control, but only to the extent of such conflict. 
   7. Beta and Pre-release. For clarity, the Support Terms do not apply to pre-release and/or beta features and products, Early Adopter Programs and development licenses.  
   8. Customer Obligations. Customer shall provide commercially reasonable cooperation and full information to Session AI with respect to the furnishing of Support Services.  Customer shall designate one or more support contacts that are authorized to engage Support Services.  
   9. Session AI Obligations. Session AI will use commercially reasonable efforts to respond to Incidents to the extent such Incidents are not the result of Excluded Services, all as reasonably determined by Session AI.
   10. Support Contact. Session AI’s toll-free Support telephone line is reserved for Priority 1 Incidents only.  Customer may also email support@SessionAI.com, for all Incident Priority levels. For all Incidents submitted, Incident receipt will be provided by Session AI’s Customer Support Team. Upon receipt of a properly submitted Incident, Support Services shall be prioritized in accordance with the Priority levels set forth above.
2. Service Levels
   1. Service Level Definitions
      1. “Downtime” means a period of time when the Services are not Operational.
      2. “Implementation Team” means either Customer’s designated internal staff or a third party retained by Customer pursuant to a separate agreement, that is responsible for the technical management of Customer’s use of the Services.
      3.  “Operational” means the ability to run Customer’s Production Instance without errors or failures.
      4.  “Service Credits” means credits available to Customer if the Service Level is not met for any given calendar month, if Customer, within thirty (30) days after the end of a such calendar month, applies to Session AI for such credit. After Session AI receives such a request and confirms that the Service Level has not been met, Session AI will provide Customer with a credit towards the Customer’s Professional Services Fees during the next applicable accounting period, in accordance with Customer’s payment schedule, and calculated as follows: For each percentage or fraction of a percentage of Downtime per calendar month, Customer will be entitled to a credit for the corresponding percentage or fraction of a percentage of the applicable Subscription Fees paid by Customer that are attributable to that month up to a maximum of ten percent (10%) of the portion of the Subscription Fees attributable to a calendar month. In no event shall Customer set off any service credits against the amounts that it owes Session AI.
   2. Availability. Session AI will make the Service available 99.9% of the time (the “Service Level”). The calculation of the Service Level shall not include downtime attributable to:
      1. Customer’s failure to deploy the Services according to the applicable documentation, including but not limited to, website tag deployment or any configurations that are edited by Customer in the Session AI customer console).
      2. failure to ensure that Customer Data is being successfully cached in the page cache; 
      3.  scheduled maintenance;
      4.  outages or failure of Customer Systems or of other components not within Session AI’s control; 
      5. factors outside the reasonable control of Session AI including but not limited to force majeure, general internet outages, or problems beyond the Services provided by Session AI; 
      6. problems resulting from either Customer’s actions or inactions, including without limitation problems resulting from Customer Data, or any issues caused by or arising from configuration of the Application or errant or problematic code; or 
      7. issues that impact elements of the Services outside of the production instance.
   3. Unmet Service Levels. If the Service Level is not met for any given calendar month, Session AI will provide Customer with a credit (the “Service Credit”) toward Customer’s fees during the next applicable accounting period provided that:
      1. Customer, within thirty (30) days after the end of such calendar month, applies to Session AI for the service credit; and
      2. after Session AI receives such a request and confirms that the Service Level has not been met.  
   4. Service Credit Calculation. Any applicable Service Credit shall be calculated as follows:
      1. For each percentage or fraction of a percentage of downtime below the Service Level in a calendar month, Customer will be entitled to a credit for the corresponding percentage or fraction of a percentage of the applicable fees paid by Customer for the Session AI Service that are attributable to that month up to a maximum of five percent (5%) of the portion of the fees attributable to a calendar month. In no event shall Customer set off any Service Credits against the amounts that it owes Session AI.