Butlr Terms & Conditions

These Terms and Conditions (“Agreement“) govern the use of Butlr Technologies, Inc.’s people sensing platform including software delivered and installed in the Hardware (“Software“), applications and services made available through mobile Hardware and/or our website (“Services'') and related Hardware (“Hardware“ as further defined below) (collectively, the “Products'' as further defined below) and professional services mutually agreed by the parties (“Professional Services” as further defined below), and is entered into between Butlr Technologies Inc. (“Company“) and you, the end customer and user of Company’s Products (“Customer“), either in connection with a purchase of the Products or use of the Products for evaluation purposes.

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By accepting this Agreement, whether by clicking a box indicating its acceptance, navigating through a login page where a link to this Agreement is provided, or entering into a Order Form or Statement of Work that references this Agreement, Customer agrees to the terms of this Agreement.

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This Agreement is effective as of the earlier of the date that Customer accepts the terms of this Agreement as indicated above or first accesses or uses any of the Products or enters into a Statement of Work for Professional Services (the “Effective Date“). Company reserves the right to modify or update the terms of this Agreement in its discretion, the effective date of which will be the 30 days from the date of such update or modification. Customer’s use of the Products or entering into a Statement of Work after such update or modification constitutes Customer’s agreement with such update or modification.

Company and Customer hereby agree as follows.

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1. DEFINITIONS

The definitions of certain capitalized terms used in this Agreement are set forth below. Others are defined in the body of the Agreement.

“Customer Data“ means data provided by Customer via the Software; provided in no event shall any such data include personal data.

“Documentation“ means the online documentation regarding the Software and Hardware, available at www.butlr.com.

“Hardware” means sensors, gateways and related accessories.

“Order Form“ means the order document submitted to Company (including an online purchase) by Customer (or a Partner), and accepted by Company, indicating Customer’s (or Partner’s) firm commitment to purchase the Products and for the prices listed thereon.

“Partner“ means a third-party authorized by Company to resell the Products or Professional Services, with whom Customer has entered into a Order Form or Statement of Work, as appropriate.

“Products“ means, collectively, the Software, Services, Hardware, Documentation, Support, and all modifications, updates, and upgrades thereto and derivative works thereof.

“Professional Services” means all technical and non-technical services performed or delivered by Company or its contractors pursuant to a Statement of Work, including, without limitation, deployment, installation or implementation services and other professional services, training and education services.

“Sensing as a Service” or “SAAS” means a subscription to the Products for the Term.

“Statement of Work” means the order document submitted to Company by Customer (or a Partner), and accepted by Company, indicating Customer’s (or Partner’s) firm commitment to purchase Professional Services as described thereon and for the prices listed and such other terms and conditions mutually agreed by the parties.

“Subscription“ has the meaning ascribed to it in Section 2.1.  

“Support“ means the technical support services and resources available at www.butlr.com.

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“Users“ means employees of Customer, or other third parties, each of whom are authorized by Customer to use the Products.

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2. SUBSCRIPTION AND RESTRICTIONS

2.1 Subscription to Software and Services.

Subject to the terms of this Agreement and Customer executing a Order Form, Company grants Customer a royalty-free, nonexclusive, non-transferable, worldwide subscription during each Term to the SAAS, including the right to access and use the Services by using the applications available on www.butlr.com or its derivatives in connection with controlling and monitoring the Products, (“Subscription“).  Customer must have a SAAS Subscription equal to the amount of Hardware purchased. If Customer purchases additional SAAS Subscriptions, the Term will be modified such that the Term for all Subscriptions purchased will terminate on the same date. The Products are not intended to be used as part of any life-saving or emergency systems, and Customer will not use the Products in any such environment.

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2.2 License to Company.  

During the Subscription Term, Customer will provide Customer Data to Company while using the Products. Customer grants Company, during the Subscription Term, a non-exclusive right and license to use, reproduce, modify, store, and process Customer Data to provide the Products to Customer. In addition, Customer grants Company a perpetual, non-exclusive right and license to use, reproduce, modify, store, and process Customer Data to improve the Products and develop benchmarks and other metrics relevant to users or potential users. Customer represents and warrants that it possesses the necessary rights and consents to grant Company the rights set forth in this Section 2.2 with respect to Customer Data.

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2.3 Restrictions.  

Customer will not: (i) use (or allow a third party to use) the Products in order to monitor their availability, security, performance, or functionality, or for any other benchmarking or competitive purposes without Company’s express written consent; (ii) market, sublicense, resell, lease, loan, transfer, or otherwise commercially exploit the Products; (iii) modify, create derivative works, decompile, reverse engineer, attempt to gain access to the source code, or copy the Products or any of their components; or (iv) use the Products to conduct any fraudulent, malicious, or illegal activities or otherwise in contravention of any applicable laws or regulations (each of (i) through (iv), a “Prohibited Use“).

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2.4 Title

All right, title and interest to the Products will remain with the Company.

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3. WARRANTIES

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3.1 Sensing as a Service.

Company represents to the original purchaser of the SAAS that for the Term the Hardware will be substantially free of defects in materials and workmanship (“SAAS Warranty“). Customer’s sole and exclusive remedy and Company’s (and its suppliers’ and licensors') sole and exclusive liability for a breach of the SAAS Warranty will be, in Company’s sole discretion, to replace the non-conforming Hardware. Replacement may be made with a new or refurbished product or components. If the Hardware or a component within it is no longer available, then Company may replace the non-conforming Hardware with a similar product of similar function. Any non-conforming Hardware that has been replaced under the SAAS Warranty will be covered by the terms of the SAAS Warranty for the Term.

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3.2. Exclusion

The forgoing warranties shall not apply to any non-conformance (i) that Company cannot recreate after exercising commercially reasonable efforts to attempt to do so; (ii) caused by misuse of the Hardware or by using the Hardware in a manner that is inconsistent with this Agreement or the Documentation or contrary to Company’s instructions; (iii) arising from the modification of the Hardware by anyone other than Company; (iv) resulting from damage, or other than normal wear and tear, to the Hardware by Customer; (v) caused by any problem or error in third party software or hardware not provided by Company with the Hardware, regardless of whether or not the Hardware are designed to operate with such third party software or hardware; (vi) maintenance or calibration performed not in accordance with applicable instructions or industry standards; or (vii) any damage to the Product as a result of installation that was not performed by Butlr or Butlr certified third-party service providers .

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3.3 Returns

To request a return under the foregoing clauses in this Section 3, Customer must notify Company (or if the Hardware were purchased by Customer through a Partner, Customer may notify the Partner) within 10 days of discovery of the non-conformity. To initiate a return directly to Company, Customer must send a return request to Company through the customer support portal  and clearly state details on where and when Customer purchased the Hardware, the serial number(s) or MAC address(es) of the applicable Hardware unit(s), Customer’s reason for returning the Hardware, and Customer’s name, mailing address, email address, and daytime phone number. If approved at Company’s sole discretion, Company will provide Customer with a Return Materials Authorization (“RMA“) and prepaid shipping label via email that must be included with Customer’s return shipment to Company. Customer must return the Hardware unit(s) listed in the RMA with all included accessories with the RMA within the 14 days following the day on which Company issued the RMA. Company will replace the Hardware at its sole discretion.  

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3.4 Professional Services Warranty

Company represents and warrants that the Professional Services will be performed in a good and workmanlike manner consistent with industry standards (“Professional Services Warranty“). Customer’s sole and exclusive remedy and Company’s sole and exclusive liability for a breach of the Professional Services Warranty will be, in Company’s sole discretion, to re-perform the Professional Services. The Professional Services Warranty will be in effect for a period of thirty (30) days from the date of completion of the Professional Services. In order to claim a warranty remedy for breach Customer must notify Company in writing of such breach within the thirty (30) day warranty period. The forgoing warranty shall not apply to any non-conformance arising from the installation by any party other than Company or its representatives or modification of or tampering with the installation by anyone other than Company or its representatives.

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4. COMPANY OBLIGATIONS

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4.1 General.  

Company is responsible for providing the Products pursuant to this Agreement, the Order Form(s), and applicable Documentation and any Professional Services pursuant to this Agreement and the Statements of Work.

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4.2 Support.

If Customer experiences any errors, bugs, or other issues in its use of the Products, then Company will provide Support in order to resolve the issue or provide a suitable workaround. The fee for Support is included in the cost of the Products. As part of Company's delivery of Support and training, Customer understands that Company may access and use Customer's data at its request.

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5. CUSTOMER OBLIGATIONS

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5.1 Compliance.  

Customer will use the Products only in accordance with the Documentation and in compliance with all applicable laws, including the export laws and regulations of the United States or any other country. Customer will ensure that none of the Products are directly or indirectly exported, re-exported, or used to provide services in violation of such export laws and regulations. Customer shall comply with all applicable laws.

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5.2 Computing Environment.  

Customer is responsible for the maintenance and security of its own network and computing environment that it uses to access the Products.

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6. TERM AND TERMINATION

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6.1 Term.  

The term of this Agreement will commence on the Effective Date and will continue for so long as there is a valid Order Form or Statement of Work.

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6.1.1 Subscription Term.
Subscriptions are sold for the period as set forth in the applicable Order Form (each such period, a “Subscription Term”). Unless otherwise agreed in writing, the Subscription Term shall commence no later than forty-five (45) days after the date of shipment. Upon expiry, the Subscription Term shall automatically renew for successive periods of one year unless either party provides written notice of its intent not to renew to the other party at least thirty (30) days before the expiration of the then-current Subscription Term. If Customer has purchased the Subscriptions through an authorized Partner, upon expiry, the Subscription Term will renew in accordance with the applicable agreements between the Customer and the applicable Partner.

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6.1.2 Professional Services Term and Termination.

Professional Services will begin and terminate on the dates or times defined in the applicable Statement of Work, unless earlier terminated in accordance with this Agreement. Professional Services may be terminated by Customer by giving thirty (30 days prior written notice to Company), and such termination shall be effective thirty (30) days after Company’s receipt of such notice. If Customer delays the scheduled start of Professional Services, Customer shall reimburse Company for any actual non-refundable costs incurred due to such delay. If Customer terminates Professional Services before the end of the term of the Professional Services engagement set forth in the applicable Statement of WOrk, Customer shall pay Company for Professional Services completed prior to the effective termination date and reasonable and actual subcontractor costs incurred by Company as a result of such delay or termination.

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6.2 Termination for Cause.  

Either party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of the 30-day period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, or (iii) overdue payment longer than ninety (90) days, regardless of resolution status .

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6.3 Effect of Termination.  

6.3.1  If Customer terminates this Agreement for cause in accordance with Section 6.2, then Company will refund Customer a pro rata portion of any prepaid fees allocable to the SAAS for the unused portion of the Subscription Term and/or any prepaid fees for Professional Services not rendered. The following provisions will survive any expiration or termination of the Agreement: Sections 7, 8, 9, 10, 12, and 13 and any other provisions that, by their nature, would reasonably be considered intended to survive. Upon termination of this Agreement, the Subscription to the SAAS terminates.  

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6.3.2  After termination of any Subscription, upon Company’s request, the Customer shall return the Hardware to the Company or destroy the Hardware. If Customer destroys the Hardware, Customer shall provide Company with a signed certification of an officer of the Customer attesting to such destruction.

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6.3.3  In accordance with this Agreement, Customer has thirty (30) days after the termination of the Subscription Term to download its historical data. After this period, Customer may not access the historical data.

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6.4 Termination for Convenience of Products.  

Neither party may terminate this Agreement for Products for convenience.

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7. PAYMENTS

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7.1 Fees.  

If Customer purchases a Subscription to the SAAS or Professional Services directly from Company, then Customer will pay the fees set forth on the applicable Order Form or Statement of Work, as applicable, as specified in this Section 7. If any terms included on a Order Form or Statement of Work conflict with the terms of this Agreement, the terms on the fully executed Order Form or Statement of Work, as applicable, shall govern. Upon renewal of a Subscription Term, the fees for any renewal Subscription Term will be assessed at the then-current fee, unless otherwise agreed in writing.  If Customer purchases a Subscription to the SAAS or Professional Services from a Partner of the Company, then all payment and shipping terms will be as agreed between Customer and such Partner. Professional Services fees exclude reasonable expenses for travel, food, and lodging, directly related to the performance of Professional Services. All actual and reasonable expenses incurred by Company for travel, food, and lodging, directly related to the performance of Professional Services will be included in the applicable invoice and reimbursed by Customer.

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7.2 Shipping.  

Customer’s Order Form must state Customer’s account number with the intended carrier. Company will ship Hardware pursuant to the applicable Order Form under the specified carrier account. If Customer does not provide its carrier account information, Company will ship under its account and invoice Customer for all related shipping costs. Company will ship all Hardware to the location specified on the Order Form.

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7.3 Invoicing Terms.
Unless otherwise specified in an executed Order Form or Statement of Work, Customer shall pay Company all amounts set forth in the invoice(s) on net thirty (30) terms following Customer’s receipt of such invoice (“Due Date”), subject to any conditions set forth in the Order Form or Statement of Work or elsewhere in writing.

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7.3.1 Overdue Charges.  
If any undisputed, invoiced amount is not received by Company by the Due Date, then (i) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and (ii) Company may condition the purchase of future Products or Professional Services on receipt of payment for previous Products or Professional Services and/or payment terms shorter than those specified on the previous Order Form or Statement of Work.

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7.4 Taxes.  
The fees payable hereunder are exclusive of any sales taxes (unless included on the invoice), or similar governmental sales tax type assessments, excluding any income or franchise taxes on Company (collectively, “Taxes“) with respect to the Products or Professional Services provided to Customer. Customer is solely responsible for paying all Taxes associated with or arising from this Agreement and shall indemnify, hold harmless and reimburse Company for all Taxes paid or payable by, demanded from, or assessed upon Company.

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7.5 Currency.

All amounts hereunder shall be invoiced and paid in US dollars. Conversion of foreign currency to U.S. Dollars will be made at the conversion rate existing in the United States (as reported in the Wall Street Journal) on the day payment is due.

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8. CONFIDENTIALITY

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8.1 Confidential Information.  

Except as explicitly excluded below, any information of a confidential or proprietary nature provided by a party (“Disclosing Party“) to the other party (“Receiving Party“) constitutes the Disclosing Party’s confidential and proprietary information (“Confidential Information“). Company’s Confidential Information includes the Products and any information conveyed to Customer in connection with Support. Confidential Information does not include information which is (i) already known by the Receiving Party without an obligation of confidentiality other than pursuant to this Agreement; (ii) publicly known or becomes publicly known through no unauthorized act of the Receiving Party; (iii) rightfully received from a third party without a confidentiality obligation to the Disclosing Party; or (iv) independently developed by the Receiving Party without access to the Disclosing Party’s Confidential Information.

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8.2 Confidentiality Obligations.  

Each party will use the Confidential Information of the other party only as necessary to perform its obligations under this Agreement, will not disclose the Confidential Information to any third party, and will protect the confidentiality of the Disclosing Party’s Confidential Information with the same standard of care as the Receiving Party uses or would use to protect its own Confidential Information, but in no event will the Receiving Party use less than a reasonable standard of care. Notwithstanding the foregoing, the Receiving Party may share the other party’s Confidential Information with those of its employees, agents and representatives who have a need to know such information and who are bound by confidentiality obligations at least as restrictive as those contained herein (each, a “Representative“). Each party shall be responsible for any breach of confidentiality by any of its Representatives.

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8.3 Additional Exclusions.  

A Receiving Party will not violate its confidentiality obligations if it discloses the Disclosing Party’s Confidential Information if required by applicable laws, including by court subpoena or similar instrument so long as the Receiving Party provides the Disclosing Party with written notice of the required disclosure so as to allow the Disclosing Party to contest or seek to limit the disclosure or obtain a protective order. If no protective order or other remedy is obtained, the Receiving Party will furnish only that portion of the Confidential Information that is legally required, and agrees to exercise reasonable efforts to ensure that confidential treatment will be accorded to the Confidential Information so disclosed.

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9. DATA PROTECTION

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9.1 Security.  

Company will use administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of Customer Data.

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9.2 No Access.  

Company does not (and will not) collect, process, store, or otherwise have access to any information or data, including personal information, about Users, or users of Customer’s products or services.  Customer will ensure that no personal information is provided to Company in connection with the Products or Professional Services.

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10. OWNERSHIP

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10.1 Company Property.  

Company owns and retains all right, title, and interest in and to the Hardware, Software, Services and all intellectual property embodied in the Product. Except for the limited Subscription granted to Customer in Section 2.1, Company does not, by means of this Agreement or otherwise, transfer any rights in the Products to Customer, and Customer will take no action inconsistent with Company’s intellectual property rights in the Products.

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10.2 Customer Property.  

Customer owns and retains all right, title, and interest in and to the Customer Data and does not, by means of this Agreement or otherwise, transfer any rights in the Customer Data to Company, except for the limited license set forth in Section 2.2.

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11. INDEMNIFICATION

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11.1 By Company.  

Company will defend Customer, its affiliates, and their respective owners, directors, members, officers, and employees (collectively, “Customer Indemnitees“) against any claim, action, demand, suit or proceeding made or brought by a third party (each, a “Claim“) against any of the Customer Indemnitees alleging that the Products infringe or misappropriate any patent, trademark, copyright, or trade secret of a third party. Company will indemnify and hold Customer Indemnitees harmless from any damages finally awarded against any Customer Indemnitees by a court of competent jurisdiction as a result of any such Claim, or any final settlement of such Claim, so long as Customer (i) gives Company prompt written notice of the Claim, (ii) gives Company sole control of the defense and settlement of the Claim, and (iii) provides to Company all reasonable assistance, at Company’s request and expense. If Customer’s right to use the Products hereunder is, or in Company’s opinion is likely to be, enjoined as the result of a Claim, then Company may, at Company’s sole option and expense procure for Customer the right to continue using the Products under the terms of this Agreement, or replace or modify the Products so as to be non-infringing and substantially equivalent in function to the claimed infringing or enjoined Products. Company will have no indemnification obligations under this Section 11.1 to the extent that a Claim is based on or arises from: (a) use of the Products in a manner other than as expressly permitted in this Agreement; (b) any alteration or modification of the Products except as expressly authorized by Company; (c) the combination of the Products with any other software, product, or services (to the extent that the alleged infringement arises from such combination); or (d) where the Claim arises out of specifications provided by Customer. This Section 11.1 sets forth Company’s sole and exclusive liability, and Customer’s exclusive remedies, for any Claim of infringement or misappropriation of intellectual property.

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11.2 By Customer.  

Customer will indemnify, defend, and hold harmless Company, its affiliates, and their respective owners, directors, members, officers, and employees (together, the “Company Indemnitees“) from and against any Claim related to (a) Customer’s or a User’s engaging in a Prohibited Use, and (b) Customer’s breach of its obligations in Section 5.1. Customer will pay any settlement of and any damages finally awarded against any Company Indemnitee by a court of competent jurisdiction as a result of any such Claim or any final settlement of such Claim, so long as Company (i) gives Customer prompt written notice of the Claim, (ii) gives Customer sole control of the defense and settlement of the Claim, and (iii) provides to Customer all reasonable assistance, at Customer’s request and expense.

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12. LIMITATIONS OF LIABILITY

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12.1 DISCLAIMER

EXCEPT FOR THE WARRANTIES EXPLICITLY SET FORTH IN THIS AGREEMENT, COMPANY MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING OR RELATING TO THE PRODUCTS OR PROFESSIONAL SERVICES FURNISHED OR PROVIDED TO CUSTOMER IN CONNECTION WITH THIS AGREEMENT, INCLUDING UPDATES OR SUPPORT. WITHOUT LIMITING THE FOREGOING, COMPANY HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR TITLE. COMPANY DOES NOT WARRANT THAT THE PRODUCTS OR PROFESSIONAL SERVICES WILL MEET CUSTOMER’S NEEDS OR EXPECTATIONS, THAT USE OF THE PRODUCTS OR PROFESSIONAL SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED.

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PRODUCTS ARE NOT DESIGNED, OR INTENDED FOR USE IN ANY MEDICAL, LIFE SAVING OR LIFE SUSTAINING SYSTEMS, OR FOR ANY OTHER MISSION CRITICAL APPLICATION IN WHICH THE FAILURE OF THE PRODUCTS COULD CREATE A SITUATION WHERE SUBSTANTIAL PROPERTY DAMAGE OR PERSONAL INJURY OR DEATH MAY OCCUR.  COMPANY RECOMMENDS AGAINST, AND DISCLAIMS ANY LIABILITY FOR, USE OF THE PRODUCTS IN ANY SUCH MANNER.

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12.2 LIMITATION OF LIABILITIES  

EACH PARTY HERETO AGREES THAT WITH THE EXCEPTION OF COMPANY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 11 AND BREACH OF COMPANY’S CONFIDENTIALITY OBLIGATIONS UNDER SECTION 8 (COLLECTIVELY, “EXCLUDED CLAIMS“), AND ABSENT GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, COMPANY AND ITS OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS OR REPRESENTATIVES WILL NOT BE LIABLE TO CUSTOMER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, THAT MAY ARISE OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF THE CUSTOMER HAS BEEN NOTIFIED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OR COSTS OCCURRING AND WHETHER SUCH LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY OR OTHERWISE, AND, ANY DIRECT DAMAGES SHALL BE LIMITED TO THE FEES PAID BY CUSTOMER IN THE PRIOR TWELVE MONTHS FOR THE PRODUCTS OR PROFESSIONAL SERVICES WHICH ARE THE SUBJECT OF THE CLAIM.

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13. GENERAL TERMS

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13.1 Assignment/Subcontracting.  

Customer may not assign, novate or otherwise transfer, directly or indirectly, all or part of its rights or obligations under this Agreement without the prior written consent of Company. Company may assign, novate or otherwise transfer this Agreement to an affiliate or in connection with a re-organization, merger, sale of all or substantially all of Company’s assets, or a similar corporate transaction, and Customer shall take any step(s) and execute any document(s) reasonably required by Company for the purpose of the assignment, novation or transfer of Company’s rights or obligations under this Agreement. Any attempted or purported assignment, novation or other transfer not complying with the foregoing will be null and void.  Subject to the foregoing, this Agreement will be binding upon and inure to the successors and permitted assigns of both parties. Customer hereby consents for Company to subcontract Professional Services to persons or companies qualified by Company to provide services on Company’s behalf.

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13.2 Governing Law; Venue.  

This Agreement and all matters arising out of or relating to this Agreement (including non-contractual disputes or claims) will be governed by the laws of the State of California, excluding conflict of law provisions.  The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement.  The federal or state courts located in San Mateo County, California, will have exclusive jurisdiction to hear any dispute under this Agreement (including non-contractual disputes or claims) and both parties hereby consent to exclusive personal jurisdiction in such courts.

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13.3 Force Majeure.  

Except for the obligation to make all payments due under this Agreement on a timely basis, neither party will be liable in damages or otherwise, or have the right to terminate this Agreement, for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, without limitation, acts of God, government restrictions (including the denial or cancellation of any export or other necessary license), wars, insurrections or any other cause beyond the reasonable control of the party whose performance is affected.

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13.4 Publicity.  

Unless otherwise instructed by Customer in writing, Company may refer to Customer as a customer of Company and include Customer’s name and logo in a list of its customers that it publicizes in standard marketing materials and on its web site.  

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13.5 Entire Agreement; Severability.  

This Agreement and the Order Form and Statement of Work constitutes the entire agreement of the parties and supersedes all prior or contemporaneous communications, understandings and agreements relating to the subject matter hereof, whether oral or written, except in the event the parties have signed a master agreement that governs the subject matter hereof.  If any provision or provisions of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired by such holding and the parties shall negotiate in good faith a substitute, valid and enforceable provision which most nearly effects the parties’ intent in entering into this Agreement.

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13.6 Waiver of Contractual Right.  

Waiver of any provision under this Agreement will not be deemed a future waiver of that or any other provision herein, nor will waiver of any breach of this Agreement be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement.

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13.7 Notices.  

All notices given pursuant to this Agreement must be in writing and will be deemed to have been duly given when: hand delivered, sent by email (with written confirmation of receipt), or when received by the addressee (with written confirmation of receipt) in each case to the appropriate address set forth below or in the applicable Order Form (or to such other address or e-mail address as a party may designate by notice from time to time).

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If to Company, to:

Butlr Technologies Inc.

800 Airport Blvd. # 510

Burlingame, CA 94010

Attention: Legal Department

Email: legal@Butlr.io

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If to Customer, to the address specified in the Order Form or otherwise provided by Customer to Company.

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13.8 Relationship between the Parties.

Company is an independent contractor; nothing in this Agreement shall be construed to create a relationship of employer and employee, partnership, joint venture or agency relationship between the parties.