These TAXONICS Subscription Terms (“Terms”) are by and between the Taxonics, Inc. (“Taxonics”) and the customer (“Customer”) identified in an Order incorporating these Terms by reference. Capitalized terms used in this Terms have the meanings given to them in the attached Glossary or the applicable Order.

  1. SUBSCRIPTION ACCESS GRANT AND RESTRICTIONS.
    1. Software as a Service (“SaaS”) Access Grant. As of the applicable Subscription Start Date, TAXONICS will make available to Customer the Taxonics Platform as a software as a service, on a non-exclusive, limited, revocable, non-transferable and non-sublicenseable basis only: (a) during the relevant Order Term, (b) internally for Customer’s own internal purposes and not for resale or license to third parties, (c) by up to the authorized number of Users, (d) subject to any applicable Usage Allowances, and (e) in accordance with any additional Platform rights and limitations specified in the Order.
    2. Restrictions. Customer will not directly or indirectly, nor authorize any of its Representatives or any third party to, do any of the following: (a) copy, modify or create derivative works of the TAXONICS Offerings, TAXONICS Materials, Software or Platform, (b) publish, sublicense, sell, resell, rent, lease, market or distribute the TAXONICS Offerings, TAXONICS Materials, Software or Platform, or otherwise make the Software or Platform available to anyone other than Users; (c) reverse engineer, decompile, disassemble or otherwise attempt to gain access to the source code form of the TAXONICS Materials, Software or Platform; (d) use the TAXONICS Offerings in violation of any applicable law, including export, intellectual property, libel, and privacy laws; (e) remove any proprietary notices from the TAXONICS Materials, Hardware, Software, or Platform, or any other materials made available by TAXONICS; (f) use or access the TAXONICS Offerings, Software, Platform or TAXONICS Materials in order to build a competitive product or service; (g) interfere with or disrupt the integrity or performance of the Platform or any data contained therein; (h) publish or disclose to third parties any evaluation of the TAXONICS Offerings, or data or information on Customer’s results from using the TAXONICS Offerings, without TAXONICS’s prior written consent; or (i) attempt to probe, scan, or test the security of the Offerings. Customer is responsible for each User’s use of the TAXONICS Offerings and compliance with the terms of the Agreement.
    3. Modifications. The Software or Platform may be modified by TAXONICS. TAXONICS will inform Customer of modifications by email, any applicable support portal, release notes, or Documentation.
  2. DELIVERY.
    1. Platform will be deemed delivered to Customer upon the activation of the Platform on the Order Date identified in the Order.
  3. PAYMENT
    1. Fees and Expenses. Customer will pay the applicable Fees specified in an Order in accordance with the payment terms and invoicing schedule identified in the Order. All Fees are exclusive of any Taxes. Customer will also reimburse TAXONICS for any expenses as specified in the SOW or otherwise authorized by Customer in writing (including via email). Unless otherwise specified in the Agreement or invoice, all payments by Customer to TAXONICS under the Agreement are due and payable within 30 calendar days of the invoice date. All money amounts set forth herein are expressed in, and all payments to be made hereunder will be made in, United States dollars, unless otherwise specified by TAXONICS. All payments are non-refundable and all Fees are non-cancellable.
    2. Past Due Invoices. If any payment is not made when due, interest will begin to accrue and be payable at the lesser of the maximum rate permitted under applicable law or 1.5% per month, accrued from the date due until paid in full. If any amount owed by Customer under the Agreement is 10 days or more overdue, TAXONICS may, without limiting TAXONICS’s other rights and remedies, accelerate Customer’s unpaid Fee obligations under the Agreement so that all such obligations become immediately due and payable, and suspend any provision of the TAXONICS Offerings to Customer until such amounts are paid in full. If payment is not made within 30 calendar days, TAXONICS reserves the right to terminate all users subject to this agreement.
  4. CUSTOMER DATA
    1. Customer Data. Customer retains ownership of any Intellectual Property Rights that it holds in Customer Data. When Customer or a User uploads, submits, stores, or sends Customer Data to TAXONICS in connection with the TAXONICS Offerings, Customer hereby grants TAXONICS (and its third-party service providers) a worldwide non-exclusive license to use, host, store, transmit, or otherwise process Customer Data solely for purposes of providing the TAXONICS Offerings to Customer. TAXONICS does not and is not obligated to verify, authenticate, monitor or edit the Customer Data or any other information or data provided to TAXONICS for completeness, integrity, quality, accuracy or otherwise. Customer, not TAXONICS, is responsible and liable for the completeness, integrity, quality and accuracy of Customer Data. TAXONICS does not guarantee or make any promises regarding the accuracy or completeness of the Customer Data. The provision and use of TAXONICS Offerings is subject to TAXONICS’s then-current Privacy Policy available for information Taxonics collects as a controller (e.g., website visitors). To the extent Customer Data includes Personal Data, Taxonics will process such Personal Data in accordance with the Data Processing Addendum.
  5. USER RESPONSIBILITY; DISCLAIMER.
    1. User Responsibility. Artificial intelligence, software, and Platform are not substitutes for independent professional judgment and testing the safety, accuracy, completeness, and validity of results. TAXONICS is not liable for results or actions suggested by or results generated by the Offerings, or the decisions made by users based on those results or suggestions. Users, and not TAXONICS, are solely responsible for the accuracy and completeness of the data submitted, and for establishing independent test and verification guidelines to test the reliability and accuracy of output of the Software, PLATFORM or other TAXONICS Offerings’ results and recommended actions.
    2. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS AND EXCLUDES ALL OTHER WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. TAXONICSDOES NOT WARRANT THAT THE TAXONICSOFFERINGS WILL MEET CUSTOMER’S NEEDS OR REQUIREMENTS OR THAT THE PROVISION OF THE TAXONICSOFFERINGS WILL BE UNINTERRUPTED, AVAILABLE AT ANY PARTICULAR TIME, OR ERROR-FREE. FURTHER, TAXONICSDOES NOT WARRANT THAT ALL ERRORS IN THE TAXONICSOFFERINGS ARE CORRECTABLE OR WILL BE CORRECTED. Customer agrees that its purchase of TAXONICS Offerings is not contingent on the delivery of any future functionality or features, nor dependent on any oral or written public comments made by TAXONICS with respect to future functionality, features or product roadmaps.
  6. INTELLECTUAL PROPERTY
    1. TAXONICS Ownership. As between the parties and except for the limited express license granted to Customer under the Agreement, TAXONICS retains ownership of all right, title and interest, including all related Intellectual Property Rights, in and to the Software, Platform, and TAXONICS Materials.
    2. Customer Ownership. As between the parties and except for the limited express license granted to TAXONICS under the Agreement, Customer retains ownership of all right, title and interest, including all related Intellectual Property Rights, in and to all Customer Data.
  7. CONFIDENTIALITY. The receiving party (“Recipient”) will maintain all of the disclosing party’s (“Discloser”) Confidential Information in confidence and will protect such information with the same degree of care that Recipient exercises with its own Confidential Information, but in no event less than a reasonable degree of care. Recipient will not use Discloser’s Confidential Information except to carry out its rights and obligations under the Agreement. Recipient will not divulge Discloser’s Confidential Information (or any information derived therefrom) to any third party except to Representatives of Recipient, and will limit access to and use of any of Discloser’s Confidential Information to those Representatives of Recipient who have a need to use the information to exercise Recipient’s rights under or perform under the Agreement, and who are subject to a contractual, professional or other obligation to keep such information confidential that is no less protective of Discloser than this Section 7.. Each party is responsible for any violation of this Section 7. by its Representatives. If Recipient suffers any unauthorized disclosure, loss of, or inability to account for Discloser’s Confidential Information, Recipient will promptly notify and cooperate with Discloser and take such actions as may be necessary or reasonably requested by Discloser to minimize the damage. If Recipient is legally required to disclose Discloser’s Confidential Information, Recipient will, as soon as reasonably practicable, provide Discloser with written notice of the applicable order or subpoena creating the obligation to enable Discloser to seek a protective order or other appropriate remedy, unless such notice is prohibited by applicable law. In addition, Recipient will exercise reasonable efforts, at Discloser’s expense, to obtain assurance that confidential treatment will be accorded to such Confidential Information and will make no disclosure in excess of that which is required. Each party may disclose information concerning the Agreement and the transactions contemplated hereby, including providing a copy of the Agreement, to any or all of the following: (a) potential acquirers, merger partners, investors, lenders, financing sources, and their personnel, attorneys, auditors and investment bankers, solely in connection with the due diligence review of such party by such persons and provided that such disclosures are made in confidence, (b) the party’s outside accounting firm, (c) the party’s outside legal counsel. Each party may also disclose the Agreement in connection with any litigation or legal action concerning the Agreement to the extent such disclosure is required or recommended upon advice of counsel, and (d) pursuant to a registration statement, annual, quarterly or current report, proxy statement, or other filing with, and any exhibits thereto, filed with the Securities and Exchange Commission, securities exchange or quotation service, or any state securities commission, or any other associated documents or materials so filed or furnished. All of Discloser’s Confidential Information disclosed to Recipient, and all copies thereof, are and will remain the property of Discloser.
  8. TERM AND TERMINATION
    1. Term. This Agreement shall commence on the Effective Date and remain in effect for an initial term of one (1) year (“Initial Term”). Upon the expiration of the Initial Term, the subscription will automatically renew for successive one (1) year periods (each a “Renewal Term”) unless either Party provides written notice of its intent not to renew at least thirty (30) days prior to the expiration of the then-current term. Taxonics reserves the right to update subscription pricing upon each renewal term. Taxonics will notify Customer in writing of any price changes at least sixty (60) days prior to the effective date of such renewal. Unless Customer provides timely written notice of non-renewal as set forth above, the Customer agrees to pay the updated pricing for the Renewal Term.
    2. Termination. Each party will have the right to terminate the applicable Order if the other party breaches any term of the Agreement and fails to cure such breach within 30 days (or 10 days in the case of non-payment) after written notice thereof.
    3. Effect of Termination. The termination or expiration of the Agreement (or any individual Order) for any reason will not affect either party’s rights or obligations that expressly or by their nature continue and survive (including the payment terms and the provisions concerning ownership, confidentiality, limitation on liability, indemnity and warranty disclaimers), and Customer will promptly pay to TAXONICS any and all unpaid amounts due under the Agreement. Upon the termination or expiration of the Agreement (including any individual Order), Customer will (a) within five days return or destroy, at TAXONICS’s direction, any and all Software and TAXONICS Materials relating to the expired or terminated Order(and all copies thereof), and (b) upon TAXONICS’s request certify in writing to TAXONICS that all actions required by the preceding clause (a) has been satisfied. Further, each party as Recipient will either return or destroy any and all Confidential Information of the Discloser, and all copies thereof, at the direction of the Discloser and provide written proof of same upon the Discloser’s reasonable request.
  9. INDEMNIFICATION
    1. TAXONICS Obligations. TAXONICS will, at its own cost and expense, defend Customer against any cause of action, claim, suit or proceeding (each a “Claim”) made or brought against Customer by a third party to the extent the Claim alleges that Customer’s permitted use of the Software or Platform infringes or misappropriates any copyright, trade secret or any patent issued in the U.S., Canada or the European Union of a third party, and indemnify Customer for any damages finally awarded against Customer, or agreed upon by TAXONICS in settlement, and incidental costs reasonably incurred by Customer in connection with the Claim. If a Claim under this Section 9.1 is brought or threatened, or TAXONICS believes is likely to occur, TAXONICS may, at its option, (a) procure for Customer the right to use the Software or Platform, or (b) replace the Software or Platform with non-infringing products that are functionally equivalent in all material respects, or (c) if neither option (a) nor option (b) can be accomplished despite TAXONICS’s commercially reasonable efforts, then TAXONICS may terminate the Orders with respect to such Software or Platform, as applicable, and upon return or cessation of use of the Software or Platform, as applicable, issue a pro-rata refund or credit to Customer for any prepaid Fees corresponding to the remaining Order Term of the Software or Platform, as applicable, after the date of termination. TAXONICS will have no liability under the Agreement or otherwise to the extent a Claim is based upon (i) use of the Software in combination with software, hardware or technology that is not reasonably necessary to use the Software and not provided by or specified by TAXONICS, if infringement would have been avoided in the absence of the combination, (ii) modifications to the Software not made by or for TAXONICS, if infringement would have been avoided by the absence of the modifications, (iii) TAXONICS’s use of any Customer Data or any other Customer-provided material in accordance with the Agreement; (iv) Customer’s use of the Software or Platform in violation of the Agreement; (v) TAXONICS’s compliance with a Customer-provided specification or instruction or (vi) use of any version other than a current release of the Software, if infringement would have been avoided by use of a current release made available to Customer.
    2. Customer Obligations. Customer will, at its own cost and expense, defend TAXONICS against any Claim made or brought against TAXONICS by a third party, to the extent arising out of or attributable to (a) Customer Data or any other materials provided by Customer hereunder, or (b) any decision or action taken by Customer based on the TAXONICS Offerings or results generated by their use, and indemnify TAXONICS for any damages finally awarded against TAXONICS, or agreed upon by Customer in settlement, and incidental costs reasonably incurred by TAXONICS in connection with the Claim.
    3. Indemnity Process. The indemnified party must (a) notify the indemnifying party promptly in writing of the Claim, setting forth in reasonable detail the facts and circumstances surrounding the Claim; (b) give the indemnifying party sole control of the defense of the Claim and any related settlement negotiations, including not making any admission of liability or take any other action that limits the ability of the indemnifying party to defend the Claim; and (c) cooperating and, at the indemnifying party’s request and expense, assisting in such defense. However, the indemnifying party shall not settle any Claim without the indemnified party’s prior written consent, which will not be unreasonably withheld or delayed, unless the settlement unconditionally releases the indemnified party of all liability, and imposes no obligations or restrictions on the indemnified party. The indemnified party may engage counsel of its choice at its own expense.
  10. LIMITATION ON LIABILITY
    1. Limitation on Liability. EXCEPT AS PROVIDED IN SECTION 10.3 BELOW AND FOR FEES DUE BUT UNPAID, IN NO EVENT WILL THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THE AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNT PAID OR PAYABLE BY CUSTOMER FOR THE TAXONICSOFFERING GIVING RISE TO THE CLAIM IN THE 12 MONTHS PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO SUCH LIABILITY OCCURRED. THE LIMITATIONS CONTAINED IN THIS SECTION 10. APPLY IN SPITE OF ANY FAILURE OF THE ESSENTIAL PURPOSE OF THE AGREEMENT OR ANY LIMITED REMEDY HEREUNDER. THIS IS AN AGGREGATE LIMITATION AND MULTIPLE CLAIMS WILL NOT EXPAND IT.
    2. Exclusion of Consequential and Related Damages. EXCEPT AS PROVIDED IN SECTION 10.3 BELOW, IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, DATA OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR UNDER ANY OTHER THEORY OF LIABILITY, REGARDLESS OF WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND IN SPITE OF ANY FAILURE OF THE ESSENTIAL PURPOSE OF THE AGREEMENT OR ANY LIMITED REMEDY HEREUNDER.
    3. Exclusions to Sections 11.1 and 11.2. NOTWITHSTANDING THE LIMITATIONS SET FORTH IN SECTIONS 11.1 AND 11.2 ABOVE, IN NO EVENT WILL EITHER PARTY’S LIABILITY TO THE OTHER PARTY BE LIMITED FOR (A) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9., (B) CUSTOMER’S BREACH OF THE LICENSE GRANT(S) OR RESTRICTIONS IN SECTIONS Error: Reference source not found, 6.1 OR Error: Reference source not found, OR (C) CLAIMS ARISING OUT OF EITHER PARTY’S GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT.
  11. MISCELLANEOUS
    1. Governing Law and Dispute Resolution. Unresolved disputes shall be governed by Virginia law and resolved exclusively by binding arbitration administered by the McCammon Group in Virginia. The arbitration shall take place in the State of Virginia. In all instances, the arbitration shall be conducted under the following conditions:. Arbitration proceedings shall be completed, and the final award issued, within six (6) months of the request. arbitration award shall include a reasoned decision. Judgment on the arbitration award may be entered in any court with jurisdiction. The arbitrator shall have authority over all claims, including equitable or injunctive relief. THE PARTIES ACKNOWLEDGE THAT BY AGREEING TO ARBITRATION, THEY WAIVE THE RIGHT TO HAVE DISPUTES DECIDED IN A COURT BY A JUDGE OR JURY.
    2. Assignment. Customer shall not assign or transfer (whether by merger, operation of law or otherwise) the Agreement, in whole or in part, without TAXONICS’s prior written consent, such consent not to be unreasonably withheld. A change of control of Customer will be deemed an assignment for purposes of this Section. TAXONICS may assign or transfer its rights and delegate its obligations under the Agreement, without Customer’s consent, to an affiliate or pursuant to a corporate reorganization, merger, acquisition or sale of all or substantially all of its assets to which the Agreement relates. Any attempted assignment or delegation in violation of the foregoing is void. The Agreement is binding upon the parties and their successors and permitted assigns.
    3. Subcontractors. TAXONICS may subcontract parts of the TAXONICS Offerings to third parties. TAXONICS is responsible for breaches of the Agreement caused by its subcontractors.
    4. Independent Contractor. The parties are independent contractors. Nothing contained herein or done pursuant to the Agreement will constitute a joint venture, partnership or agency for the other for any purpose or in any sense whatsoever and neither party will have the right to make any warranty or representation to such effect.
    5. Marketing. TAXONICS may include and use Customer’s name, trademarks, logos and designs on a list of customers and may refer to Customer as a user of the TAXONICS Offerings in its advertising, marketing, promotional and investor materials.
    6. Remedies. The parties agree that money damages are not a sufficient remedy for any breach or anticipated breach of Section Error: Reference source not found (Usage Rights and Restrictions), Section 6. (Intellectual Property) and Section 7. (Confidentiality) or any other provisions of the Agreement which may cause either party irreparable injury or may be inadequately compensable in monetary damages. Accordingly, each party is entitled to seek specific performance, injunctive or other equitable relief as a remedy for any such breach or anticipated breach without the necessity of proving irreparable harm or posting bond and without waiving any other remedies at law or in equity which may be available in the event of any action to enforce such provisions.
    7. No Third-Party Beneficiaries. No provision of the Agreement is intended nor will be interpreted to provide or create any third-party beneficiary rights or any other rights of any kind in any third party, affiliate or subsidiary, and all provisions hereto are solely between TAXONICS and Customer.
    8. Notices. Unless otherwise provided herein, any notice, request, or other communication will be given in writing under the Agreement and will be deemed to have been given by either party to the other party (a) upon the date of receipt, if hand delivered, (b) two business days (five business days for international addresses) after deposit in the U.S. mail if mailed to the other party by registered or certified mail, properly addressed, postage prepaid, return receipt requested, (c) one business day (two business days for international addresses) after deposit with a national express courier for next business day delivery (three business days for international addresses), or (d) upon the date of email transmission. Notices to (i) TAXONICS will be sent to Suite #301, 7 West 7th Ave, Vancouver, BC, Canada, V5Y 1L4 and (ii) Customer will be sent to Customer’s primary address and contact provided to TAXONICS in the Order, or at such other address as given by either party to the other in writing.
    9. Force Majeure. Except for the obligation to pay money, neither party will be liable for any failure or delay in its performance under the Agreement due to any cause beyond its reasonable control, including without limitation an act of war, terrorism, act of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, pandemic, governmental act or failure or degradation of the Internet. The delayed party shall give the other party notice of the force majeure, the anticipated impact of the force majeure on the affected party’s performance and use commercially reasonable efforts to correct its failures or delays in performance.
    10. Entire Agreement. The Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof. The Agreement supersedes all prior or contemporaneous negotiations, representations, promises, and agreements concerning the subject matter herein whether written or oral. The term “includes”, “including” and the like means “including without limitation”. Amendments: The Agreement may be modified solely by a writing signed by both parties, except as permitted under Section 1.3. No terms, provisions or conditions of any purchase order, acknowledgement or other business form that Customer may use in connection with the acquisition or licensing of the TAXONICS Offerings will have any effect on the rights, duties or obligations of the parties under the Agreement, or otherwise modify the Agreement, regardless of any failure of TAXONICS to object to such terms, provisions, or conditions. Waiver: A waiver of any breach of the Agreement is not deemed a waiver of any other breach. Severability: If any provision of the Agreement is held to be invalid or unenforceable, the invalidity or unenforceability will not affect the other provisions of the Agreement. Electronic Signatures: Electronic signatures that comply with applicable law are deemed original signatures. Counterparts: The Agreement may be executed in counterparts and by facsimile or electronic signature, all of which taken together constitute a single agreement between the parties. Each signed counterpart, including a signed counterpart reproduced by reliable means (such as facsimile and electronic signature), will be considered as legally effective as an original signature.

GLOSSARY

“Agreement” means has the meaning given in the Order.

“Confidential Information” means and includes any software, data, technical, business, financial, operational, customer, vendor or other information disclosed or provided by one party or any of its Representatives to the other party or any of its Representatives, whether before or after the Order Date, whether in writing, orally, visually (or other non-tangible format) or any other means. The Software (in source code, object code or any other format), SaaS, TAXONICS Materials, and any Documentation, release notes, collateral materials, operating instructions and information provided by TAXONICS will be considered TAXONICS’s Confidential Information. Confidential Information does not include information that: (a) was or becomes available to the Recipient on a nonconfidential basis from a source other than the Discloser or its Representatives; provided that such source is not bound by any confidentiality agreement with, or other contractual, legal or fiduciary obligation of secrecy to Discloser; (b) at the time of disclosure or thereafter is or becomes available to and widely known by the public as to be reasonably regarded as public information, other than as a result of disclosure by Recipient or any of its Representatives in breach of the Agreement; (c) is developed by Recipient independently of any disclosure hereunder or reference to Discloser’s Confidential Information, as evidenced by Recipient’s records, and without violating any of Recipient’s obligations under the Agreement; or (d) is disclosed by Recipient with Discloser’s prior written express approval.

“Customer Data” means any information, data, data sets, text or other Customer content supplied by Customer or a User to TAXONICS in connection with any TAXONICS Offering or uploaded by Customer into any TAXONICS Offering.

“Fees” means the amounts specified in the Order as payable for the applicable TAXONICS Offerings, and any other fees due and payable under or in connection with the Agreement.

“Intellectual Property Rights” means all patents, copyrights, mask work rights, trade secrets, trademarks, and moral rights, whether or not registered, and all applications therefor and registrations, renewals and extensions thereof, under the laws of any state, country, territory, or other jurisdiction.

“Order” means one or more TAXONICS orders executed by the parties for the license and purchase of TAXONICS Offerings, and into which the Terms are incorporated.

“Order Date” means the effective date of the Order, as identified in the Order.

“Order Term” has the meaning given in the Order.

“Platform” means the proprietary Taxonics Platform or Software provided and made available as software-as-a-service, as specified in the Order.

“Policies” means the operational guidelines and policies applied by TAXONICS to provide and support the TAXONICS Offerings as incorporated in an Order.

“Professional Services” means those professional services to be performed by TAXONICS for Customer in connection with the Software or SaaS as specified in an Order, and as more fully described in one or more Statements of Work.

“Representatives” means, with respect to a party, such party’s affiliates, and its and their employees, directors, officers, advisors, consultants, subcontractors or other agents or representatives.

“Software” means TAXONICS’s proprietary software product specified in the Order, in object code form, and related user documentation (“Documentation”), owned, developed or licensed by TAXONICS, and delivered or made available to Customer by TAXONICS under the Agreement, including any updates, upgrades, and modifications provided or made available to Customer by TAXONICS. The Software includes any TAXONICS or third-party API and/or SDK provided or made available by TAXONICS to enable or support Customer’s licensed use of the Software.

“TAXONICS Materials” means information, know-how, data, data sets, algorithms, software and other computer programs (in source code, object code or any other format), technical information, specifications, models, configuration information, methods, procedures, techniques and protocols.

“TAXONICS Offerings” means, collectively, the Platform, and all of the Software, SaaS, artificial intelligence, support services, and other products and services as described in an Order and any associated Statements of Work.

“Statement of Work” or “SOW” means one or more statements of work signed by the parties from time to time referencing an Order that describe the Professional Services, managed services or other services that TAXONICS is to perform for Customer.

“Taxes” means any form of taxation, levy, duty, charge, contribution or impost of whatever nature and by whatever authority imposed (including any fine, penalty, surcharge or interest), excluding any taxes based solely on the net income of TAXONICS.

“Usage Allowance” means any usage limits, quantities or other parameters specified in the Order with respect to Customer’s licensed use of the Software or access to the SaaS.

“Users” means the individuals authorized by Customer to access and use the Software and/or the SaaS at any one time, and for whom Customer has issued or approved access credentials.