AIM Platform Service Terms and Conditions

Welcome to AIM Intelligent Machines, Inc. ("AIM")! AIM offers an AI platform for earthmoving machinery, allowing companies to retrofit heavy, earth-moving vehicles (each, a "Vehicle"), irrespective of age, size or brand while preserving the ability to operate the equipment manually (the "Platform Service").

The Platform Service consists of:

• A cloud-based infrastructure (the "Cloud Backend") that provides all hosted software and services required to operate, coordinate and monitor one or more autonomous earth-moving machines (each, an "AIM-enabled Machine"); and

• An onboard solution (collectively, "AIMWare") consisting of (a) onboard software (the "AIM Software") that executes locally to perform real-time perception, planning and control and (b) associated hardware components and system including the sensors, mounts, power and communication interfaces that support operation of the AIM Software. AIMWare operates in coordination with the Cloud Backend but is also capable of functioning independently.

Customer wishes to subscribe to the Platform Service as further described in the applicable Order Form. These terms and conditions govern the Order Form and together they constitute the agreement pursuant to which AIM will provide the Platform Service to Customer (this "Agreement"). The parties hereby agree as follows:

1. Services

1.1 Provision of Service.

(a) Order Form. AIM will provide the Platform Service in accordance with the terms of this Agreement, including the applicable Order Form executed by both parties. The Order Form will contain a list of the services to be provided by AIM, the date of the commencement of the Platform Service subscription term (the "Subscription Term"), the fees payable and other details to be agreed by the parties.

(b) Service. The implementation of the Platform Service will commence with the "deployment" activities described in Section 1.2 below. Thereafter, Customer will be entitled to use the Platform Service based on Customer's chosen level of engagement as stated in the Order Form: the "AI Analytics" level or the "AI Analytics and AI Operations" level. The "AI Analytics" level provides observational data generated by each AIM-enabled Machine, giving Customer visibility into the terrain, operator actions and machine performance through a secure online dashboard (the "Observational Data"). The "AI Analytics and AI Operations" level includes both the provision of AI Analytics and the autonomous operation of the AIM-enabled Machines.

1.2 Deployment.

(a) Installation. AIM will deploy the number of AIMWare units listed in the Order Form in accordance with a mutually agreed schedule. Each AIMWare unit is installed in a "non- invasive" manner such that the Vehicle controls remain unaffected. Each AIMWare unit may be installed only by AIM and only in the specific AIM-enabled Machines identified in the Order Form.

(b) Customer Team and Activities. As part of the deployment, AIM will train specified Customer employees and contractors to operate the AIM-enabled Machines ("Autonomy Managers"). Customer will take all reasonable precautions to ensure that only AIM personnel and Autonomy Managers will be in close proximity (within less than fifty feet) of any AIM- enabled Machines during deployment. The deployment activities described in this Section are dependent on Customer's cooperation and readiness. AIM will not be responsible for any delays caused by Customer (or Customer's representatives or agents) or for circumstances outside of AIM's reasonable control.

(c) Schedule. In setting any proposed deployment schedule, AIM will use reasonable estimates based on known information concerning the specific deployment. The schedule is subject to change as required to address any changing circumstances not in AIM's reasonable control, as well as any agreed-to changes in the Customer's requirements. AIM will use reasonable efforts to proceed efficiently, but is not responsible for any delays that are not caused by AIM, including, by way of example: any delay in the provision of any logistical support required from Customer (such as the provision of the applicable work space or living space, power or Internet failure, changes in the operational infrastructure or job site distances, access issues, etc.) or any Force Majeure Event (as further described in Section 11.3).

1.3 On-going Service Availability.

AIM will use commercially reasonable efforts to maintain availability and performance of the Cloud Backend in accordance with this Agreement. In the event of any unavailability or material degradation of the Cloud Backend, AIM will use commercially reasonable efforts to restore the affected functionality as promptly as practicable. Customer acknowledges that temporary interruptions or degradation may occur due to maintenance, upgrades, network or equipment failures or other causes beyond AIM's reasonable control.

1.4 AIMWare Support and Maintenance.

(a) General Support. AIM will be reasonably available during normal business hours to answer questions and provide general operational support regarding the Platform Service and the operation of the AIMWare units. Such support will be provided on a reasonable-efforts basis, consistent with AIM's then-current practices. AIM may from time to time establish or modify its support programs and any such changes will be communicated to Customer promptly.

(b) Software Updates. AIM may update, enhance or modify the AIM Software from time to time to maintain or improve performance, security or functionality. Customer acknowledges that these updates or modifications may require temporary interruptions or re- starts of the Platform Service.

(c) Defects. Customer will promptly notify AIM of any malfunction or damage to any AIMWare (each, a "Defect"). Subject to the terms of this Section, AIM will, at its option, repair or replace any AIMWare that exhibits a Defect at no additional charge and Customer will cooperate fully with AIM's reasonable requests in connection with those activities.

(d) Customer Responsibility. Customer will be responsible for all costs associated with repair or replacement of an affected AIMWare if the Defect is caused by any of the following: (i) unauthorized access to the AIMWare; (ii) any damage to the AIMWare caused by any party other than AIM; or (iii) problems caused by Customer's failure to operate and maintain the AIM-enabled Machine. In the event AIM determines any of the foregoing exclusions has occurred with respect to a AIMWare, AIM will be entitled to charge Customer reasonable fees in connection with AIM's investigation and determination, as well as reimbursement of any reasonable costs related to AIM's activities under this Section.

1.5 De-installation.

As provided in the applicable Order Form, Customer will be charged a de-installation fee for each AIMWare unit installed in a Vehicle. De-installation will be performed solely by AIM or under AIM's direction. Customer will cooperate fully in facilitating such de-installation, including by providing timely access to the applicable Vehicle and performing any other reasonably required tasks. If Customer fails to cooperate and any AIMWare units cannot be de-installed at the end of the subscription term, Customer will continue to be responsible for all Platform Service fees applicable to those AIMWare units until de-installation is completed.

1.6 Professional Services.

If applicable, AIM will perform agreed-to professional services (e.g. consulting and additional training) as further described in a written Statement of Work (each, an "SOW"). Each SOW will include a description of the services and each deliverable to be provided by AIM, along with the related schedule, acceptance criteria and procedures, applicable fees and any additional terms agreed to by the parties. AIM will perform all Professional Services in a professional and workmanlike manner, consistent with industry standards. AIM will, at its expense, correct any material failure in its performance provided that, Customer notifies AIM within fifteen days after the earlier of (a) Customer's discovery of such failure or (b) completion of the professional services.

2. Customer Commitments

As a condition of AIM's performance of the services described in Section 1, Customer agrees as follows:

2.1 Customer Cooperation.

Customer will provide AIM with access to Customer's systems and facilities and otherwise cooperate with AIM, as reasonably required to permit AIM to deploy the AIMWare and as otherwise necessary to provide the Platform Services. Customer will make available any data, information and any other materials required by AIM to provide the Platform Services as reasonably requested by AIM, including without limitation site data, geo data, AutoCAD source files and historical performance data (collectively, "Customer Materials"). Customer hereby provides AIM with permission to use the Customer Materials as needed to provide the Platform Services to Customer and as otherwise reasonably determined by AIM to administer and improve the Platform Service generally; provided that AIM will not disclose any Customer Materials to any third party in raw or disaggregated form. Any improvements to the Platform Service made by AIM based on its learnings will be owned in full by AIM.

2.2 Operational Requirements.

Customer will at all times comply with the operational and safety requirements provided to Customer by AIM, including without limitation the AIM Standard Operating Protocols ("ASOP"). Customer will ensure no repairs, modifications or relocations are made to any AIMWare. AIMWare must not be uninstalled, reinstalled, modified or repurposed in any fashion other than by AIM personnel.

2.3 Maintenance of AIM-enabled Machines.

Customer will perform all necessary day- to-day maintenance activities in connection with the AIM-enabled Machines and no other work will be performed on AIM-enabled Machines without prior coordination with AIM. Examples of work requiring coordination includes, without limitation, any work involving moving or removing any AIM-installed hardware, cables or conduits, as well as adding, removing or replacing any attachment on the AIM-enabled Machine. Customer acknowledges that the installation of each AIMWare unit is non-invasive and that, to the extent not caused by the AIMWare unit, any issues, malfunction or errors arising out of or resulting from operation of the Vehicle is and will be the sole responsibility of the Customer.

2.4 Restricted Access.

The AIM-enabled Machines may be operated only by Autonomy Managers. Customer will not allow any other parties to examine or operate the AIM- enabled Machines, including without limitation viewing the operation of the AIM-enabled Machines, without the prior written consent of AIM. In the event Customer wishes to have visitors to the job site where AIMWare units or AIM-enabled Machines are present (each, a "Job Site"), each such visitor must be approved in advance by AIM and, prior to being given access to the Job Site, must execute a liability waiver and non-disclosure agreement in a form and format reasonably approved by AIM. AIM may monitor the Platform Service and the AIM- enabled Machines use to ensure compliance with these restrictions and may enable, disable, limit or suspend autonomous operation remotely to maintain safety, compliance or system integrity. AIM may, with Customer's prior consent, demonstrate the operation of AIM-enabled Machines at the Job Site.

2.5 Customer Responsibility.

Customer bears full responsibility for any act or omission in violation of this Section 2 as well as any damage or injury arising out of the operation of the Vehicle (except to the extent caused by the Platform Service). Without limiting the other remedies available to AIM, Customer will indemnify AIM in the event of any third-party claims arising from such acts or omissions as further described in Section 8.2 below.

3. Payment

3.1 General.

Customer will pay all of the fees set forth in the applicable Order Form and any SOW pursuant to the terms and conditions described therein. If the Order Form or SOW does not include payment terms, then the amounts due will be payable net thirty days from the applicable invoice date. The fees payable hereunder do not include any local, state, federal or foreign taxes, levies or duties of any nature. Customer is responsible for paying any such taxes, excluding taxes based on AIM's income. Except as expressly provided in this Agreement, all commitments under this Agreement are non-cancellable and all fees are non- refundable. All amounts payable hereunder will be made in U.S. dollars unless otherwise agreed in the Order Form. Customer may not withhold or offset any amounts due under this Agreement.

3.2 Expenses.

Customer will reimburse AIM for all pre-approved and reasonable out-of-pocket expenses in the performance of the deployment services described in Section 1.2 or any applicable Professional Services.

3.3 Disputed Invoices.

Customer will notify AIM in writing within fifteen days of receipt of an invoice if Customer disputes any portion of the amount due, including a description of the basis for Customer's dispute. If only part of an invoice is disputed, then Customer will pay the undisputed amount as provided in this Agreement. The parties will work together in good faith to resolve any such dispute promptly.

3.4 Late Payment.

AIM will notify Customer in the event Customer fails to pay any invoice in accordance with the terms of this Agreement. If any undisputed amount due to AIM is not paid within ten days of such notice, then, until such amounts are paid in full, AIM may: (a) charge interest on any unpaid amount due at the rate of [1% per month], or at the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid; and (b) suspend any service provided hereunder. In the event AIM is required to pursue legal action or collection of any fees payable hereunder, Customer will pay the costs and fees associated with such action or collection.

3.5 Deposit.

As a condition to AIM's performance under this Agreement, AIM reserves the right to require a deposit, prepayment or similar surety as described in the applicable Order Form or otherwise at any time during the term of this Agreement.

4. Property

4.1 Ownership.

(a) Customer. As between the parties, unless otherwise stated in the applicable Order Form, Customer owns the AIM-enabled Machines (excluding the AIMWare installed therein), the Customer Materials and the Customer Confidential Information.

(b) AIM. As between the parties, AIM owns the Platform Service (including all AIMWare units and any and all improvements or updates thereto), the Service Data, the AIM Confidential Information and all improvements and derivative works thereof, including without limitation any and all related Intellectual Property Rights whether registered or unregistered. Customer acknowledges that the AIMWare units are provided as an integral part of the Platform Service and that Customer has no title, ownership or leasehold rights in those units or any other hardware provided for use in connection with the Platform Service.

(c) Definitions. "Intellectual Property Rights" means all of the following rights, whether existing now or in the future, and in any jurisdiction throughout the world: patents; copyrights; trademarks, service marks and all other similar rights; trade secrets and know-how; mask work rights; and any other similar proprietary or intellectual property rights; and all related registrations and applications. "Service Data" means all of the data collected, generated, derived or processed in connection with Customer's use of the Platform Service or any AIMWare, including the Observational Data.

4.2 Software License.

Subject to the terms and conditions of this Agreement, AIM hereby grants to Customer a non-exclusive, non-transferable, non-sublicensable, royalty-free right to use the AIM Software solely as incorporated into each AIMWare unit provided by AIM hereunder and solely as contemplated by the applicable Order Form.

4.3 Product Feedback.

Notwithstanding any provision in this Agreement to the contrary, AIM may disclose, use, develop and implement any information, suggestions or other input provided by Customer or any of its users (collectively, "Feedback") in connection with the development, operation, marketing and sale of AIM's offerings, in its discretion and with no compensation to any person providing Feedback. Customer hereby grants AIM a perpetual, irrevocable right to use, copy, modify, create derivative works or and otherwise fully exercise and exploit Feedback solely for the purpose of (i) improving the operation, functionality, use or commercialization of AIM's existing and future product offerings; and (ii) publishing aggregated statistics about software and hardware quality, provided that no published data can be used to specifically identify Customer or its products and services.

5. Confidentiality

5.1 Definitions.

"Confidential Information" means any information (including any and all combinations of individual items of information) that relates to the actual or anticipated business and/or products, research, or development of a party, its affiliates or subsidiaries, or to a party's, its affiliates', or subsidiaries' technical data, trade secrets, or know-how, including, but not limited to, research, product plans, or other information regarding a party's, its affiliates', or subsidiaries' products or services and markets therefor, customer lists and customers (including, but not limited to, customers of a party with whom the other party communicated or with whom the other party became acquainted during the term of this Agreement), software, developments, inventions, discoveries, ideas, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, component identifications, marketing, finances, and other business information disclosed by a party, its affiliates, or subsidiaries, either directly or indirectly, in writing, orally, or by drawings or inspection of premises, parts, equipment, or other property of a party, its affiliates, or subsidiaries, and any information provided to the receiving party ("Receiving Party") that is designated by the disclosing party ("Disclosing Party") as "confidential" or "proprietary" or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of the disclosure. "Confidential Information" does not include information which a party can establish, with documentary support, that (i) that was publicly known or made generally available prior to the time of disclosure to that party; (ii) becomes publicly known or made generally available after disclosure to a party through no wrongful action or inaction of that party; or (iii) is in the rightful possession of a party, without confidentiality obligations, at the time of disclosure as shown by a party's then-contemporaneous written records; provided that any combination of individual items of information shall not be deemed to be within any of the foregoing exceptions merely because one or more of the individual items are within such exception, unless the combination as a whole is within such exception. Subject to the terms of this Section, AIM's Confidential Information includes, but is not limited to, all non-public information provided to Customer concerning the Platform Service including all of its constituent hardware components, the AIM Software and the Observational Data.

5.2 Confidentiality Obligations.

Receiving Party will use Confidential Information solely as contemplated by this Agreement and will disclose such information on a need-to-know basis only to its employees, contractors and vendors who are bound by obligations of confidentiality at least as strict as those contained in this Section. Receiving Party will use reasonable care to protect Disclosing Party's Confidential Information and to prevent unauthorized disclosure of Confidential Information. Confidential Information is and will remain the exclusive property of the Disclosing Party. Subject to the terms and conditions of this Agreement, Receiving Party will, upon written request, destroy all copies of the Disclosing Party's Confidential Information that are in its possession or control.

5.3 Mitigation.

In the event of any unauthorized disclosure or use of the Disclosing Party's Confidential Information, the Receiving Party will: (a) notify the Disclosing Party immediately; (b) take all reasonable steps to prevent further disclosure or use; and (c) comply with any reasonable direction by the Disclosing Party concerning such disclosure or use.

5.4 Mandated Disclosures.

Except as provided in this Section, in the event that Receiving Party is required by law to make any disclosure of any of Disclosing Party's Confidential Information by subpoena, judicial or administrative order or otherwise, Receiving Party will first give prompt written notice of such requirement to Disclosing Party to allow Disclosing Party to protect its interests in the Confidential Information. In such cases, Receiving Party will provide full cooperation and assistance to Disclosing Party in seeking to obtain such protection, at Disclosing Party's expense.

5.5 AIM IP.

Customer acknowledges that AIM's Confidential Information includes details of the Platform Service and related technology. Customer agrees that it will not, and will not cause or enable any other party to, reverse-engineer, take apart, decompile, or disassemble any software, process, or tangible items, including refraining from any activities, examinations, performance or qualitative analyses, or other investigations that seek to discover the contents, algorithms, composition, or manufacturing formulae of the Confidential Information, including the Platform Service (for clarity, specifically including the AIM Software, the AIMWare and any other hardware provided to Customer hereunder). Customer will not use or disclose any AIM Confidential Information to invent, author, patent, support any patent application, make, develop, design, or otherwise enable others to invent, author, make, develop, or design identical or substantially similar designs as those offered under this Agreement for the benefit of itself or any third party. .

5.6 Third Party Confidential Information.

Receiving Party acknowledges that Disclosing Party's Confidential Information includes all information disclosed by the Disclosing Party, whether owned by the Disclosing Party or by its third-party providers, partners or clients, and the Receiving Party will protect such information in accordance with this Agreement.

6. Additional Restrictions

6.1 Legal Compliance.

The parties will each comply with all applicable laws, rules and regulations (collectively, "Applicable Law") in connection with its activities hereunder.

6.2 Access to Service.

Customer will make the Platform Service dashboard available only to those employees and contractors who have a legitimate reason to access and use the Platform Service in connection with Customer's activities under this Agreement. Customer will implement reasonable access controls and safeguard all credentials. Customer will not share logins or permit unauthorized access. Customer will not interfere with the integrity or performance of the Platform Service and will respond promptly to any reasonable request by AIM in the event of any actual or anticipated interference. Customer is solely responsible for all use of the Platform Service under its accounts, including all acts and omissions of its users.

6.3 Additional Use Restrictions.

Customer will not, and will not permit any third party to,: (a) sell, resell, rent, lease, sublicense or otherwise distribute any AIMWare unit or access to the Platform Service; (b) reverse engineer, decompile or disassemble any component of the Platform Service, including any AIMWare or the AIM Software except to the limited extent that applicable law expressly permits despite this restriction; (c) copy, duplicate or create derivative works of the AIM Software or any portion of the Platform Service; (d) remove, alter or obscure any proprietary notices on the Platform Service, including any AIMWare units or any other materials provided by AIM to Customer; (e) attempt to gain unauthorized access to the Platform Service or any related systems or networks or bypass or disable any security or safety feature; (f) use the Platform Service to build or train a competing product or service or to benchmark or publish performance results without AIM's prior written consent; or (g) interfere with connectivity between any AIMWare unit and the Cloud Backend or otherwise seek to disable remote monitoring updates or controls.

6.4 Export and Sanctions Compliance.

Customer will comply with all applicable export control and economic sanctions laws and regulations of the United States and other relevant jurisdictions. Customer will not export, re-export or provide access to any component of the Platform Service or related technical data to any embargoed country or to any person or entity on any U.S. government restricted party list, including the U.S. Department of Treasury Specially Designated Nationals and the U.S. Department of Commerce restricted lists.

6.5 Notification.

Customer will notify AIM immediately upon becoming aware of any unauthorized access, suspected misuse or other compromise of the security of Customer's accounts, any AIM-enabled Machine, any AIMWare unit or the Platform Service generally and will cooperate reasonably with AIM to investigate and mitigate any such incident

7. Warranty and Disclaimer

7.1 Limited Warranty.

AIM warrants that, during the Subscription Term, the Platform Service will, in all material respects, conform to the functionality described in its written documentation. In the event of a breach of the foregoing warranty, as AIM's sole and exclusive obligation, and Customer's sole and exclusive remedy, AIM will use commercially reasonable efforts to rectify any such non-conformity. If AIM is unable to rectify such non-conformity within forty-five days of its receipt of notice from Customer, then Customer may terminate the affected Order Form upon written notice to AIM. This warranty does not apply to issues arising from misuse, accident, modification, or failure of any equipment or network not provided by AIM.

7.2 Disclaimer.

EXCEPT AS EXPLICITLY PROVIDED HEREIN, THE PLATFORM SERVICE, INCLUDING ALL OF ITS CONSTITUENT COMPONENTS, IS PROVIDED "AS IS." AIM EXPRESSLY DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OR THE CONTINUOUS, UNINTERRUPTED, ERROR-FREE, VIRUS-FREE OR SECURE ACCESS TO OR OPERATION OF THE PLATFORM SERVICE. AIM MAKES NO WARRANTY AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION OR DATA ACCESSED OR USED IN CONNECTION WITH THE PLATFORM SERVICE OR ANY RELATED SERVICES. WITHOUT LIMITING THE FOREGOING, CUSTOMER ACKNOWLEDGES THAT THE PLATFORM SERVICE IS PROVIDED FOR ITS INTENDED PURPOSES ONLY AND AIM DOES NOT GUARANTEE THAT ANY SPECIFIC RESULTS OR OUTCOMES WILL BE ACHIEVED THROUGH USE OF THE PLATFORM SERVICE.

8. Indemnification

8.1 By AIM.

AIM will defend, indemnify and hold Customer, its officers, directors, employees and consultants harmless from and against any third party claim, suit, proceeding or regulatory action (each, a "Claim") arising from: (a) an allegation that the Platform Service infringes any patent, copyright, trade secret or trade or service mark; (b) any act or omission by AIM that would constitute a violation of Applicable Law; or (c) personal injury or physical property damage caused by the Platform Service or by AIM's employees or representatives. AIM may, at its expense and discretion, resolve a Claim described in subsection (a) by: (i) modifying the Platform Service to avoid any alleged infringement; (ii) obtaining a license to permit Customer's use of the Platform Service as contemplated by this Agreement; or (iii) if the remedies in (i) and (ii) are not reasonably available, terminating the applicable Order Form. Customer will cooperate fully with AIM in the implementation of any of the above-described resolutions.

AIM will have no liability in connection with any Claim to the extent it is based on: (x) the combination of the Platform Service with any product, software or process not provided by AIM; (y) Customer's failure to implement any updates or modifications provided by AIM to avoid infringement or injury; or (z) use of the Platform Service in violation of the terms of this Agreement.

8.2 By Customer.

Except to the extent covered by AIM's obligations under Section 8.1, Customer will defend, indemnify and hold AIM, its officers, directors, employees and consultants harmless from and against any Claim arising from: (a) Customer's use of the Platform Service, including any violation by Customer of the provisions of Section 2 (Customer Commitments); or (b) any property damage or personal injury caused by Customer or its employees or agents.

8.3 Conditions.

As a condition of the obligations set forth in this Section, a party entitled to indemnification under this Agreement (the "Indemnified Party") will: (a) provide prompt written notice of the applicable Claim to the other party (the "Indemnifying Party"); (b) provide the Indemnifying Party with sole control of the applicable defense and settlement of the Claim (subject to the Indemnified Party's right to participate at its own expense); and (c) cooperate as requested by the Indemnifying Party, at the Indemnifying Party's expense. The Indemnifying Party will not agree to any settlement unless such settlement includes a full release of the Claim against the Indemnified Party.

9. Limitation of Liability

9.1 Indirect Damages.

TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE INCLUDING, BUT NOT LIMITED TO DAMAGES OR COSTS DUE TO LOSS OF PROFITS, DATA, REVENUE, GOODWILL, PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN NOTIFIED OF THE LIKELIHOOD OF SUCH DAMAGES. THE FOREGOING EXCLUSIONS WILL NOT APPLY TO ANY BREACH OF SECTION 2.4 (RESTRICTED ACCESS), SECTION 5 (CONFIDENTIALITY), SECTION 6 (ADDITIONAL RESTRICTIONS) OR ANY AMOUNTS PAYABLE TO A THIRD PARTY UNDER SECTION 11 (INDEMNIFICATION).

9.2 Liability Cap.

THE MAXIMUM LIABILITY OF EITHER PARTY ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED AN AMOUNT EQUAL TO THE GREATER OF THE FEES PAYABLE BY CUSTOMER DURING THE TWELVE MONTHS PRECEDING THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. THE FOREGOING LIABILITY CAP WILL NOT APPLY TO: (A) ANY BREACH OF 2.4 (RESTRICTED ACCESS), SECTION 5 (CONFIDENTIALITY) OR SECTION 6 (ADDITIONAL RESTRICTIONS); (B) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS; OR (C) CUSTOMER'S PAYMENT OBLIGATIONS.

NOTHING IN THIS AGREEMENT IS INTENDED TO LIMIT EITHER PARTY'S RIGHTS OR REMEDIES IN THE EVENT OF ANY MISAPPROPRIATION OR VIOLATION OF ANY INTELLECTUAL PROPERTY RIGHTS. THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION WILL SURVIVE AND CONTINUE IN FULL FORCE AND EFFECT DESPITE ANY FAILURE OF CONSIDERATION OR ANY EXCLUSIVE REMEDY. THE PARTIES ACKNOWLEDGE THAT THE PRICES HAVE BEEN SET AND THE AGREEMENT ENTERED INTO IN RELIANCE ON THESE LIMITATIONS OF LIABILITY AND THAT ALL SUCH LIMITATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

10. Term and Termination

10.1 Term.

This Agreement will commence as of the Effective Date stated in the applicable Order Form and will continue until such Order Form has expired or been terminated.

10.2 Termination for Breach or Insolvency.

Either party may terminate this Agreement, if the other party materially breaches this Agreement and fails to cure the breach within thirty days of written notification of the breach. In addition, either party may terminate this Agreement immediately on giving notice in writing to the other party if the other party files for bankruptcy; is the subject of any proceedings related to its liquidation, insolvency or the appointment of a receiver or similar officer for it; makes an assignment for the benefit of all or substantially all of its creditors; or enters into an agreement for the cancellation, extension, or readjustment of substantially all of its obligations.

10.3 Suspension.

Notwithstanding any provision herein to the contrary, in the event of any activity by Customer or any of its users that has (or in AIM's reasonable assessment is likely to have) an adverse effect on the operation of the Cloud Backend, AIM may temporarily suspend access for the applicable AIMWare or the Cloud Backend as a whole, as applicable. In such event, AIM will notify Customer as soon as possible and will work with Customer in good faith to remedy the cause of the adverse effect.

10.4 Effect of Termination.

The provisions of this Section 10 and the following Sections will survive any termination of this Agreement: Section 2.4 (Restricted Access), Section 3 (Payment), Section 4 (Property), Section 5 (Confidentiality), Section 6.3 (Additional Use Restrictions), Section 6.4 (Export and Sanctions Compliance), Section 7.2 (Disclaimer), Section 8 (Indemnification), Section 9 (Limitation of Liability) and Section 11 (General).

11. General

11.1 Non-Solicitation.

During the term of this Agreement and for one year thereafter, Customer will not directly or indirectly solicit, recruit or hire any employee of AIM involved in the provision of services described herein (an "AIM Resource"). This restriction will not apply to general solicitations of employment not specifically directed towards any AIM Resource; provided that the individual AIM Resource was not alerted to or encouraged to review the applicable general solicitation. The parties agree that a violation of this Section by Customer will result in damages to AIM that would be difficult to calculate and agree to the following liquidated damages calculation for the benefit of both parties: upon hiring of any AIM Resource, Customer will pay AIM as liquidated damages and not as a penalty an amount equal to twenty-four months of such AIM Resource's then-current salary. Customer and AIM each hereby stipulates to the fairness and reasonableness of the foregoing liquidated damages provision and agrees that it will not allege or assert that payment of such liquidated damages is unenforceable for any reason.

11.2 Record Keeping.

Customer will maintain written records in connection with its obligations hereunder and will make those records available to AIM on request to allow AIM to audit Customer's compliance with the terms herein. If any audit reveals any material non- compliance with the terms of this Agreement, in addition to any other remedies available to it, AIM will be entitled to recover the reasonable cost of such audit.

11.3 Force Majeure.

Any delay in the performance of any duties or obligations of either party will not be considered a breach of this Agreement if the delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, or any other event beyond the control of such party (each, a "Force Majeure Event"), provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of the delay and to resume performance as soon as possible.

11.4 Assignment.

Neither party may assign this Agreement in whole or in part; provided that either party may assign this Agreement to a successor in interest in the event of a sale or merger of the applicable entity, with written notification to the non-assigning party. Subject to the terms of this Section, this Agreement will be binding upon the parties hereto and any authorized assigns.

11.5 Governing Law and Venue.

This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of Delaware, without regard to conflicts of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

11.6 Dispute Resolution and Fees.

In the event of any dispute arising out of this Agreement, the parties will confer in good faith to resolve the dispute amicably. In the event either party brings one or more legal proceedings and prevails, the prevailing party will be entitled to recover reasonable attorneys' fees and costs incurred in connection therewith.

11.7 Equitable Relief.

Notwithstanding the provisions of 11.6 above, each party acknowledges that any violation of any of the protections of the other party's Intellectual Property Rights or misuse of Confidential Information would cause irreparable harm to such party for which it could not be adequately compensated by money damages. Accordingly, each party agrees that, in addition to all other remedies available to other party in an action at law, in the event of any actual or threatened violation of Intellectual Property Rights or misuse of Confidential Information, the other party will be entitled to temporary and permanent injunctive relief, including, but not limited to, specific performance of the terms of this Agreement.

11.8 Notices.

Any notices relating to this Agreement must be in writing and sent to the address of other party set forth in the preamble to this Agreement or such other address previously provided by written notice. All notices must be sent by major commercial delivery courier service or mailed in a manner that requires signature by the recipient.

11.9 Entire Agreement.

This Agreement constitutes the entire understanding of the parties with respect to its subject matter. It replaces and supersedes all prior or contemporaneous written and oral agreements with respect to its subject matter, including the terms of any previously agreed-to Non-Disclosure Agreement. Any other terms and preprinted terms on or attached to any Purchase Order, invoice, quote or acknowledgement will be void and of no effect.

11.10 Modifications; Severability.

Any modification to this Agreement must be made in writing and signed by an authorized representative of each party. If any provision of this Agreement is held to be unenforceable, such provision will be reformed to the extent necessary to make it enforceable, and such holding will not impair the enforceability of the remaining provisions.

11.11 No Waiver.

The failure or delay of a party at any time to require performance of any term or condition of this Agreement will not affect such party's right to enforce such term or condition, or any other provision of this Agreement, at a later time. Each waiver will only be effective if in a writing signed by both parties.