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EULA, or End-User License Agreement

Table of Contents

SOFTWARE AS A SERVICE AGREEMENT (V.103.280622)

PLEASE READ THIS AGREEMENT BEFORE USING BRAVURA-AI’S SERVICES. BY ACCESSING OR USING BRAVURA-AI’S SOFTWARE OR SERVICES OFFERING, YOU (“the Customer”) SIGNIFY ACCEPTANCE OF AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT ACCESS OR USE THE SERVICES. IF THE PARTIES HAVE A FULLY EXECUTED AGREEMENT THAT EXPRESSLY GOVERNS ORDERS FOR BRAVURA-AI’S SOFTWARE AS A SERVICE AGREEMENT, SUCH AGREEMENT SHALL SUPERSEDE THIS AGREEMENT.

This Software as a Service Agreement (“Agreement”) is entered into between Customer and BRAVURA-AI BV corporation with its principal place of business at 1501 Marina Isle Way#404; Jupiter, FL 33477, USA (further referred to as “BRAVURA-AI”. BRAVURA-AI and Customer agree that the following terms and conditions will apply to the services provided under this Agreement and Orders placed thereunder.

1. DEFINITIONS

“Administrator User” means each Customer employee designated by Customer to serve as administrator of the SaaS Services on Customer’s behalf. Each Administrator User must complete training and qualification requirements reasonably required by BRAVURA-AI. “

Customer Content” means all data and materials provided by Customer to BRAVURA-AI for use in connection with the SaaS Services, including, without limitation, customer applications, data files, and graphics.

“Documentation” means the user guides, online help, release notes, training materials and other documentation potentially provided or made available by BRAVURA-AI to Customer regarding the use or operation of the SaaS Services.

“Host” means the computer equipment on which the Software is installed, which is owned and operated by BRAVURA-AI, its daughters, or its subcontractors (mostly operated on Microsoft Azure & Microsoft SQL Server for Azure).

“Personal Data”; any information relating to an identified or identifiable natural person (‘the data subject’); an identifiable natural person who can be identified directly or indirectly, in particular by means of an identifier such as: a name, an identification number, location data, an online identifier or of one or more elements characteristic of the physical, physiological, genetic, psychic, economic, cultural or social identity of that natural person.

“Controller”; a natural or legal person, a public authority, agency or other body which, alone or jointly with others, determines the purpose and means of the processing of personal data; when the purposes and means of such processing in Union law whether Member State law is determined, it may determine who the is the controller or according to which criteria it is designated.

‘Sub-processor’; a natural or legal person, a public authority, a service or other body intended for the benefit of the controller personal data processed on behalf of the processor.

‘Third party’; a natural or legal person, a public authority, a department or another body, other than the data subject, nor the controller, neither the processor nor the persons who, under the direct authority of the controller or processor are authorized to provide the personal data process. Customer always, has control over its data. It’s customer’s obligation to ensure regulations (for e.g. privacy) are met in the applicable markets.

Training and Support Services.

BRAVURA-AI shall, at customers expense, provide [PARTY B]’s employees with the initial training services necessary and desirable to use the Services and any related software, as further described in a Proof-of-Concept approach. Support Services. Initial Support.

For the [12] month period beginning on the Effective Date, and at Customer’s expense, BRAVURA-AI shall provide Customer with telephone or electronic support to help Customer locate and correct problems with the Service. Support Contracts are separately available on demand. “Subscription Term” shall mean the period from accepting this agreement till the termination by either side. In this period the

Customer will be able to on-line access and use of the Software through BRAVURA-AI’S SaaS Services. The Subscription Term shall renew for successive 12month periods unless either party delivers written notice of non-renewal to the other party at least 90 days prior to the expiration of the then-current Subscription Term.

2. SAAS SERVICES

    • During the Subscription Term, Customer will receive a non-exclusive, non-assignable, royalty free, worldwide right to access and use the SaaS Services solely for your internal business operations subject to the terms of this Agreement and up to the number of 250 average daily unique visitors.
    • Customer acknowledges that this Agreement is a services agreement and BRAVURA-AI will not be delivering copies of the Software to Customer as part of the SaaS Services.

3. RESTRICTIONS

Customer will not, and shall not permit anyone to:

  • copy or republish the SaaS Services or Software,
  • make the SaaS Services available to any person other than the administrators who accepted this license agreement,
  • use or access the SaaS Services to provide service bureau, time sharing or other computer hosting services to third parties,
  • modify or create derivative works based upon the SaaS Services or Documentation,
  • remove, modify or obscure any copyright, patent, trademark or other proprietary notices contained in the software used to provide the SaaS Services or in the Documentation,
  • reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software used to provide the SaaS Services, except and only to the extent such activity is expressly permitted by applicable law, or
  • access the SaaS Services or use the Documentation in order to build a similar product or competitive product. Subject to the limited licenses granted herein, BRAVURA-AI shall own all right, title and interest in and to the Software, services, Documentation, and other deliverables provided under this SaaS Agreement, including all modifications, improvements, upgrades, derivative works and feedback related thereto and intellectual property rights therein. Customer agrees to assign all right, title and interest it may have in the foregoing to BRAVURA-AI.
  • BRAVURA-AI processes any personal data obtained on behalf of the Customer, in accordance with its written instructions and the purposes determined by the Customer.
  • If, in the opinion of BRAVURA-AI, an instruction from the Customer as referred to in the previous paragraph constitutes a breach of the GDPR or other provisions of Union or Member State law on data protection, BRAVURA-AI shall immediately inform the Customer thereof. Unless there is intent or deliberate recklessness on the part of BRAVURA-AI, BRAVURA-AI is not liable to the Customer because of a shortcoming in the fulfilment of the obligation as referred to in this paragraph.
  • the Customer guarantees that there is a basis for the processing of the personal data as referred to in Article 6 paragraph 1 GDPR.
  • the Customer only provides the personal data for processing in the context of the service and BRAVURA-AI only processes them in the context of the provision of the service to the Customer.
  • BRAVURA-AI is permitted to engage a third party in the execution of the Processor Agreement.
  • For the provision of the service, BRAVURA-AI uses sub-processors at the time of the conclusion of the Processor Agreement for the storage of data and for the processing and sending of mailings.

4. CUSTOMER RESPONSIBILITIES

  • Customer shall provide commercially reasonable information and assistance to BRAVURA-AI to enable BRAVURA-AI to deliver the SaaS Services. Upon request from BRAVURA-AI, Customer shall promptly deliver Customer Content to BRAVURA-AI in an electronic file format specified and accessible by BRAVURA-AI. Customer acknowledges that BRAVURA-AI’S ability to deliver the SaaS Services in the manner provided in this SaaS Agreement may depend upon the accuracy and timeliness of such information and assistance.
  • Compliance with Laws. Customer shall comply with all applicable local, state, national and foreign laws in connection with its use of the SaaS Services, including those laws related to data privacy, international communications, and the transmission of technical or personal data. Customer acknowledges that BRAVURA-AI exercises no control over the content of the information transmitted by Customer through the SaaS Services. Customer shall not upload, post, reproduce or distribute any information, software or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights.
  • Unauthorized Use; False Information. Customer shall: (a) notify BRAVURA-AI immediately of any unauthorized use of any password or user id or any other known or suspected breach of security, (b) report to BRAVURA-AI immediately and use reasonable efforts to stop any unauthorized use of the SaaS Services that is known or suspected by Customer, and (c) not provide false identity information to gain access to or use the SaaS Services.
  • Administrator Access. Customer shall be solely responsible for the acts and omissions of its Administrator Users. BRAVURA-AI shall not be liable for any loss of data or functionality caused directly or indirectly by the Administrator Users.
  • Customer Input. Customer is solely responsible for collecting, inputting and updating all Customer Content stored on the Host, and for ensuring that the Customer Content does not:
    • include anything that actually or potentially infringes or misappropriates the copyright, trade secret, trademark or other intellectual property right of any third party, or contain anything that is obscene, defamatory, harassing, offensive or malicious.

Customer shall:

  • notify BRAVURA-AI immediately of any unauthorized use of any password or user id or any other known or suspected breach of security,
  • report to BRAVURA-AI immediately and use reasonable efforts to stop any unauthorized use of the Service that is known or suspected by Customer or any Identity Cube user, and
  • not provide false identity information to gain access to or use the Service.
  • License from Customer. Subject to the terms and conditions of this SaaS Agreement, Customer shall grant to BRAVURA-AI a limited, non-exclusive and non-transferable license, to copy, store, configure, perform, display and transmit Customer Content solely as necessary to provide the SaaS Services to Customer.
  • Ownership and Restrictions. Customer retains ownership and intellectual property rights in and to its Customer Content. BRAVURA-AI or its licensors retain all ownership and intellectual property rights to the services, Software programs, and anything developed and delivered under the Agreement. Third party technology that may be appropriate or necessary for use with some BRAVURA-AI programs is specified in the program Documentation or ordering document as applicable. Customer’s right to use such third-party technology is governed by the terms of the third-party technology license agreement specified by BRAVURA-AI and not under the Agreement.
  • BRAVURA-AI shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the SaaS Services any suggestions, enhancement requests, recommendation or other feedback provided by Customer, including Users, relating to the operation of the SaaS Services.

5. ORDERS AND PAYMENT

    • All services acquired by Customer shall be governed exclusively by this SaaS Agreement.
    • Invoicing and Payment. Unless otherwise agreed and confirmed in e-mail, BRAVURA-AI shall invoice Customer for all fees starting on the date that this license agreement is accepted. Customer shall pay all undisputed invoices within 30 days after Customer receives the invoice. Except as expressly provided otherwise, fees are non-refundable. All fees are stated in dollars and must be paid by Customer to BRAVURA-AI in dollars.
    • Customer will reimburse BRAVURA-AI for its reasonable, out-of-pocket travel and related expenses incurred in performing the Other Services. BRAVURA-AI shall notify Customer prior to incurring any such expense. BRAVURA-AI shall comply with Customer’s travel and expense policy if made available to BRAVURA-AI prior to the required travel.
    • BRAVURA-AI shall bill Customer for applicable taxes as a separate line item on each invoice. Customer shall be responsible for payment of all sales and use taxes, value added taxes (VAT), or similar charges relating to Customer’s purchase and use of the services.

6. TERM AND TERMINATION

  • Term of SaaS Agreement. The term of this SaaS Agreement shall begin on the Effective Date and shall continue until terminated by either party as outlined in this Section.
  • Either party may terminate this SaaS Agreement immediately upon a material breach by the other party that has not been cured within thirty (30) days after receipt of notice of such breach.
  • Suspension for Non-Payment. BRAVURA-AI reserves the right to suspend delivery of the SaaS Services if Customer fails to timely pay any undisputed amounts due to BRAVURA-AI or BRAVURA-AI’s reseller under this SaaS Agreement, but only after BRAVURA-AI notifies Customer of such failure and such failure continues for fifteen (15) days. Notification will happen per e-mail to the registered admin accounts. Suspension of the SaaS Services shall not release Customer of its payment obligations under this SaaS Agreement. Customer agrees that BRAVURA-AI shall not be liable to Customer or to any third party for any liabilities, claims or expenses arising from or relating to suspension of the SaaS Services resulting from Customer’s nonpayment.
  • Suspension for Ongoing Harm. BRAVURA-AI reserves the right to suspend delivery of the SaaS Services if BRAVURA-AI reasonably concludes that Customer’s use of the SaaS Services is causing immediate and ongoing harm to BRAVURA-AI or others. In the extraordinary case that BRAVURA-AI must suspend delivery of the SaaS Services, BRAVURA-AI shall immediately notify Customer of the suspension, and the parties shall diligently attempt to resolve the issue. BRAVURA-AI shall not be liable to Customer or to any third party for any liabilities, claims or expenses arising from or relating to any suspension of the SaaS Services in accordance with this Section 6.4. Nothing in this Section 6.4 will limit BRAVURA-AI’S rights under Section 6.5 below.
  • Effect of Termination.

(a) Upon termination of this SaaS Agreement or expiration of the Subscription Term, BRAVURA-AI shall immediately cease providing the SaaS Services and all usage rights granted under this SaaS Agreement shall terminate.

(b) If BRAVURA-AI terminates this SaaS Agreement due to a breach by Customer, then Customer shall immediately pay to BRAVURA-AI all amounts then due under this SaaS Agreement and to become due during the remaining term of this SaaS Agreement, but for such termination.

(c) Upon termination of this SaaS Agreement and upon subsequent written request by the disclosing party, the receiving party of tangible Confidential Information shall immediately return such information or destroy such information and provide written certification of such destruction, provided that the receiving party may permit its legal counsel to retain one archival copy of such information in the event of a subsequent dispute between the parties.

7. SERVICE LEVEL AGREEMENT

The Service Level Agreement (“SLA”) for the SaaS Services is set forth in Exhibit A hereto. The SLA sets forth Customer’s sole remedies for availability or quality of the SaaS Services including any failure to meet any guarantee set forth in the SLA.

8. WARRANTIES

  • BRAVURA-AI represents and warrants that it will provide the SaaS Services in a professional manner consistent with general industry standards and that the SaaS Services will perform substantially in accordance with the Documentation. For any breach of a warranty, Customer’s exclusive remedy shall be as provided in Section 6, Term and Termination.

9. LIMITATIONS OF LIABILITY

Neither party (nor any licensor or other supplier of BRAVURA-AI) shall be liable for indirect, incidental, special or consequential damages, including, without limitation, damages for lost business, profits, data or use of any service, incurred by either party or any third party in connection with this SaaS agreement, regardless of the nature of the claim (including negligence), even if foreseeable or the other party has been advised of the possibility of such damages. neither party’s aggregate liability for damages under this SaaS agreement, regardless of the nature of the claim (including negligence), shall exceed the fees paid or payable by customer under this SaaS agreement during the 12 months preceding the date the claim arose. The foregoing limitations shall not apply to the parties’ obligations (or any breach thereof) under Sections entitled “Restriction”, “Indemnification”, or “Confidentiality”.

10. CONFIDENTIALITY

    • “Confidential Information” means any information disclosed by a party to the other party, directly or indirectly, which,
  2. if in written, graphic, machine-readable or other tangible form, is marked as “confidential” or “proprietary,”
  3. if disclosed orally or by demonstration, is identified at the time of initial disclosure as confidential and is confirmed in writing to the receiving party to be “confidential” or “proprietary” within 30 days of such disclosure,
  4. is specifically deemed to be confidential by the terms of this SaaS Agreement, or
  5. reasonably appears to be confidential or proprietary because of the circumstances of disclosure and the nature of the information itself. Confidential Information will also include information disclosed by third parties to a disclosing party under an obligation of confidentiality. Subject to the display of Customer Content as contemplated by this SaaS Agreement, Customer Content is deemed Confidential Information of Customer. BRAVURA-AI software and Documentation are deemed Confidential Information of BRAVURA-AI.
  • During the term of this SaaS Agreement and for 5 years thereafter (perpetually in the case of software), each party shall treat as confidential all Confidential Information of the other party, shall not use such Confidential Information except to exercise its rights and perform its obligations under this SaaS Agreement, and shall not disclose such Confidential Information to any third party. Without limiting the foregoing, each party shall use at least the same degree of care, but not less than a reasonable degree of care, it uses to prevent the disclosure of its own confidential information to prevent the disclosure of Confidential Information of the other party. Each party shall promptly notify the other party of any actual or suspected misuse or unauthorized disclosure of the other party’s Confidential Information. Neither party shall reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the other party’s Confidential Information, and which are provided to the party hereunder. Each party may disclose Confidential Information of the other party on a need-to-know basis to its contractors who are subject to confidentiality agreements requiring them to maintain such information in confidence and use it only to facilitate the performance of their services on behalf of the receiving party.
  • Confidential Information excludes information that:
  1. is known publicly at the time of the disclosure or becomes known publicly after disclosure through no fault of the receiving party,
  2. is known to the receiving party, without restriction, at the time of disclosure or becomes known to the receiving party, without restriction, from a source other than the disclosing party not bound by confidentiality obligations to the disclosing party, or
  3. is independently developed by the receiving party without use of the Confidential Information as demonstrated by the written records of the receiving party.

The receiving party may disclose Confidential Information of the other party to the extent such disclosure is required by law or order of a court or other governmental authority, provided that the receiving party shall use reasonable efforts to promptly notify the other party prior to such disclosure to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure. Each party may disclose the existence of this SaaS Agreement and the relationship of the parties, but agrees that the specific terms of this SaaS Agreement will be treated as Confidential Information; provided, however, that each party may disclose the terms of this SaaS Agreement to those with a need to know and under a duty of confidentiality such as accountants, lawyers, bankers and investors.

11. GENERAL PROVISIONS

    • Non-Exclusive Service. Customer acknowledges that SaaS Services is provided on a non-exclusive basis. Nothing shall be deemed to prevent or restrict BRAVURA-AI’S ability to provide the SaaS Services or other technology, including any features or functionality first developed for Customer, to other parties.
    • Personal Data. Customer hereby acknowledges and agrees that BRAVURA-AI’S performance of this SaaS Agreement may require BRAVURA-AI to process, transmit and/or store Customer personal data or the personal data of Customer employees and Affiliates. By submitting personal data to BRAVURA-AI, Customer agrees that BRAVURA-AI and its Affiliates may process, transmit and/or store personal data only to the extent necessary for, and for the sole purpose of, enabling BRAVURA-AI to perform its obligations to under this SaaS Agreement. In relation to all Personal Data provided by or through Customer to BRAVURA-AI, Customer will be responsible as sole Data Controller for complying with all applicable data protection or similar laws such as EU Directive 95/46/EC and laws implementing that Directive that regulate the processing of Personal Data and special categories of data as such terms are defined in that Directive. Customer agrees to obtain all necessary consents and make all necessary disclosures before including Personal Data in Content and using the Enabling Software and BRAVURA-AI SaaS. Customer confirms that Customer is solely responsible for any Personal Data that may be contained in Content, including any information which any BRAVURA-AI SaaS User shares with third parties on Customer’s behalf. Customer is solely responsible for determining the purposes and means of processing Customer Personal Data by BRAVURA-AI under this Agreement, including that such processing according to Customer’s instructions will not place BRAVURA-AI in breach of applicable data protection laws. Prior to processing, Customer will inform BRAVURA-AI about any special categories of data contained within Customer Personal Data and any restrictions or special requirements in the processing of such special categories of data, including any cross-border transfer restrictions. Customer is responsible for ensuring that the BRAVURA-AI SaaS meets such restrictions or special requirements. BRAVURA-AI is responsible to process any Personal Data in a way that that meets the requirements set forth in this Section.
    • BRAVURA-AI Personal Data Obligations. The BRAVURA-AI Services Privacy Policy is subject to change at BRAVURA-AI’S discretion; however, BRAVURA-AI policy changes will not result in a material reduction in the level of protection provided for Customer data during the period for which fees for the services have been paid. The services policies referenced in this SaaS Agreement specify our respective responsibilities for maintaining the security of Customer data in connection with the SaaS Services. BRAVURA-AI reserves the right to provide the SaaS Services from Host locations, and/or through use of subcontractors, worldwide. Customer agrees to provide any notices and obtain any consent related to BRAVURA-AI’S use of the data for provisioning the SaaS Services, including those related to the collection, use, processing, transfer and disclosure of personal information. Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and retains ownership of all of Customer data.
    • Neither party may assign this SaaS Agreement or any right under this SaaS Agreement, without the consent of the other party, which consent shall not be unreasonably withheld or delayed; provided however, that either party may assign this SaaS Agreement to an acquirer of all or substantially all of the business of such party to which this SaaS Agreement relates, whether by merger, asset sale or otherwise. This SaaS Agreement shall be binding upon and inure to the benefit of the parties’ successors and permitted assigns. Either party may employ subcontractors in performing its duties under this SaaS Agreement, provided, however, that such party shall not be relieved of any obligation under this SaaS Agreement.
    • Except as otherwise permitted in this SaaS Agreement, notices under this SaaS Agreement can be done by e-mail (info@BRAVURA-AI.com) and shall be deemed to have been given
  1. (a) five (5) business days after mailing if sent,
  2. (b) when delivered personally or sent by express courier service. All notices shall be sent to either info@BRAVURA-AI.com or the e-mail accounts used for administrator access to BRAVURA-AI.
  • Force Majeure. Each party will be excused from performance for any period during which, and to the extent that, such party or any subcontractor 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, including without limitation, acts of God, strikes, lockouts, riots, acts of terrorism or war, epidemics, communication line failures, and power failures.
  • No waiver shall be effective unless it is in writing and signed by the waiving party. The waiver by either party of any breach of this SaaS Agreement shall not constitute a waiver of any other or subsequent breach.
  • If any term of this SaaS Agreement is held to be invalid or unenforceable, that term shall be reformed to achieve as nearly as possible the same effect as the original term, and the remainder of this SaaS Agreement shall remain in full force.
  • Entire SaaS Agreement. This SaaS Agreement contains the entire agreement of the parties and supersedes all previous oral and written communications by the parties, concerning the subject matter of this SaaS Agreement. This SaaS Agreement may be amended solely in a writing signed by both parties. Standard or printed terms contained in any purchase order or sales confirmation are deemed rejected and shall be void unless specifically accepted in writing by the party against whom their enforcement is sought; mere commencement of work or payment against such forms shall not be deemed acceptance of the terms.
  • Sections 3, 6, and 8 through 12 of this SaaS Agreement shall survive the expiration or termination of this SaaS Agreement for any reason.
  • BRAVURA-AI may include Customer’s name and logo in its customer lists and on its website. Upon signing, BRAVURA-AI may issue a high-level press release announcing the relationship and the way Customer will use the BRAVURA-AI solution. BRAVURA-AI shall coordinate its efforts with appropriate communications personnel in Customer’s organization to secure approval of the press release if necessary.
  • Export Regulations. Export laws and regulations of The Netherlands and any other relevant local export laws and regulations apply to the SaaS Services. Customer agrees that such export control laws govern its use of the SaaS Services (including technical data) and any services deliverables provided under this Agreement, and Customer agrees to comply with all such export laws and regulations. Customer agrees that no data, information, software programs and/or materials resulting from services (or direct product thereof) will be exported, directly or indirectly, in violation of these laws.
  • No Third-Party Beneficiaries. This SaaS Agreement is an agreement between the parties, and confers no rights upon either party’s employees, agents, contractors, partners of customers or upon any other person or entity.
  • Independent Contractor. The parties have the status of independent contractors, and nothing in this SaaS Agreement nor the conduct of the parties will be deemed to place the parties in any other relationship. Except as provided in this SaaS Agreement, neither party shall be responsible for the acts or omissions of the other party or the other party’s personnel.
  • Statistical Information. BRAVURA-AI may anonymously compile statistical information related to the performance of the Services for purposes of improving the SaaS service, provided that such information does not identify Customer’s data or include Customer’s name.
  • Governing Law. This SaaS Agreement shall be governed by the laws of the Netherlands.
  • Compliance with Laws. BRAVURA-AI shall comply with all applicable local, state, national and foreign laws in connection with its delivery of the SaaS Services, including those laws related to data privacy, international communications, and the transmission of technical or personal data.
  • Dispute Resolution. Customer’s satisfaction is an important objective to BRAVURA-AI in performing its obligations under this SaaS Agreement. Except with respect to intellectual property rights, if a dispute arises between the parties relating to the interpretation or performance of this SaaS Agreement or the grounds for the termination hereof, the parties agree to hold a meeting within fifteen (15) days of written request by either party, attended by individuals with decision making authority, regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute prior to pursuing other available remedies. If, within 30 days after such meeting, the parties have not succeeded in resolving the dispute, either party may protect its interests by any lawful means available to it.
  • This SaaS Agreement may be executed in multiple counterparts, each of which when executed will be an original, and all of which, when taken together, will constitute one agreement. Delivery of an executed counterpart of a signature page of this SaaS Agreement by facsimile or other electronic transmission (including via pdf) will be effective as delivery of a manually executed counterpart.

EXHIBIT A SERVICE LEVEL AGREEMENT

The BRAVURA-AI.com SaaS Services aspires to achieve System Availability (as defined below) of at least 99% during each calendar year of the Subscription Term. “System Availability” means the number of minutes in a year that the key components of the SaaS Services are operational as a percentage of the total number of minutes in such year, excluding downtime resulting from:

  1. scheduled maintenance,
  2. events of Force Majeure in the SaaS Agreement),
  3. malicious attacks on the system,
  4. issues associated with the Customer’s computing devices, local area networks or internet service provider connections,
  5. inability to deliver services because of acts or omissions of Customer or
  6. Azure or SQL Server for Azure downtime. BRAVURA-AI reserves the right to take the Service offline for scheduled maintenance for which Customer has been provided reasonable notice and BRAVURA-AI reserves the right to change its maintenance window upon prior notice to Customer.

If BRAVURA-AI fails to meet System Availability in the year, upon written request by Customer within 30 days after the end of the year, BRAVURA-AI will issue a credit in Customer’s next invoice in an amount equal to 1% of the yearly fee for the affected SaaS Services for each 1% loss of System Availability below stated SLA per SaaS Service, up to a maximum of the Customer’s fee for the affected SaaS Services. It is Customer’s election if BRAVURA-AI shall provide a credit to Customer to be used for additional Unique Users or for term extension. The remedy stated in this paragraph is Customer’s sole and exclusive remedy for interruption of SaaS Services and BRAVURA-AI’S failure to meet System Availability.