SOFTWARE AND SERVICES AGREEMENT

CAREFULLY READ THIS SOFTWARE AND SERVICES AGREEMENT (“Agreement”) BEFORE USING THE PRODUCT DELIVERED TO YOU. THE AFFIRMATIVE ACT OF USING THE PRODUCT OR SUBMITTING THE APPLICABLE ORDER FORM TO BOWTIE MEANS YOU ACCEPT THE PRODUCT AND YOU AGREE TO BE BOUND BY THIS AGREEMENT.  Reference is made to that certain Bowtie Order Form (the “Order Form”), by and between Bowtie and Customer (both, as defined below).

This Agreement is by and between Bowtie Inc., a Delaware corporation (“Bowtie”), and the counterparty to the Bowtie Order Form (“Customer”). This Agreement is effective as of the date last written on the Order Form (“Effective Date”).  The Bowtie Data Protection Addendum, as amended and updated from time to time, is incorporated herein by reference.  In the event of a conflict between this Agreement, and either of the Data Protection Addendum or Order Form, the Order Form and/or Data Protection Addendum shall govern and control.  

1. DEFINITIONS 

1.0 “Feedback” means suggestions, feedback, or comments about the Product or related offerings, including errors and bugs. 

1.1 “Customer Data” means any: (i) data uploaded directly or transmitted via email to SaaS, including but not limited to contractual data; (ii) output from CUSTOMER’s use of SaaS and (iii) data collected or generated or obtained by BOWTIE in connection with this Agreement; provided, however, Customer Data does not include any indexing, search algorithms, prompts or embeddings that form a core part of the Bowtie Product; provided, however, Customer Data does not include any underlying technical infrastructure or foundational elements of the Bowtie Product, including but not limited to indexing, search algorithms, prompts, embeddings, data schemas, infrastructure configurations, user interface elements, and proprietary tools or techniques utilized in the provision of the Bowtie Product. 

1.2 “Product” means BOWTIE’s artificial intelligence workflow automation product(s) (proprietary software, and/or SaaS) and any related updates, materials and documentation made available to CUSTOMER by BOWTIE and its licensors in connection with this Agreement. 

1.3 “Confidential Information” means any and all information disclosed by a party (“Discloser”) to the other party (“Recipient”);  and that is of such a type or disclosed in such a way that a reasonable person would understand that the information disclosed is confidential or proprietary under the circumstances. Confidential Information includes, without limitation, business and financial information, software, source code and specifications, trade secrets, technical information, business forecasts, CUSTOMER Data and strategies, personnel information, and proprietary information of third parties. 

1.4 “Services” means the services provided in connection with the Product by Bowtie and any affiliate or related party to Bowtie. Services that are legal services will be provided by a law firm.  

1.5 “SaaS” means the provision of software Product(s) by BOWTIE to CUSTOMER as a service hosted by or on behalf of BOWTIE under this Agreement, which may include, but is not limited to, hosting, management and maintenance of the applicable software Product(s) made available in the hosted environment. 

2. ORDERING PROCEDURE 

Bowtie will furnish to Customer and Customer will pay for the Bowtie Saas and value-added services ("Services") detailed in the applicable Order From. This Agreement, the Order Form(s), schedules, attachments, and/or scopes of work (individually, a "SOW" and collectively, "SOWs") constitute the complete and entire Agreement, and supersede all prior or contemporaneous oral or written agreements concerning such subject matter. In the event of any conflict among the terms of this Agreement, an Order Form or a SOW, the following order of precedence shall apply: (1) Order Form; (2) Agreement; (3) SOW. 

3. RIGHTS AND RESTRICTIONS  

3.1 USE. BOWTIE authorizes the CUSTOMER to use the Product solely in connection with the receipt of the Services during the term of this Agreement. CUSTOMER may not use the Product for any other purpose. 

3.2 SOFTWARE. Subject to the terms and conditions of this Agreement, BOWTIE hereby grants CUSTOMER a non-sublicensable, non-transferable, non-exclusive license to perform and display the software Product, in object code form only, solely in accordance with documentation and materials supplied by BOWTIE, and solely for CUSTOMER’s use of the Services during the term of this Agreement. 

3.3 SAAS. BOWTIE hereby grants to CUSTOMER a non-exclusive, non-transferable license to perform, display and access the software Product through SaaS, solely in accordance with the documentation and materials supplied by BOWTIE, and solely for CUSTOMER’s use of the Services during the term this Agreement. 

3.4 RESTRICTIONS. CUSTOMER agrees not to: (i) rent, sell, lease, pledge, encumber, allow any lien or otherwise transfer the Product or any part thereof or use either for the benefit of any third party; (ii) reverse assemble, reverse compile or reverse engineer the Product, or otherwise attempt to discover any Product source code or underlying Confidential Information of BOWTIE; (iii) merge the Product with any other software; (iv) use the Product on or with any system for which it was not intended; or (v) use the Product in a way which is not expressly authorized hereunder or which may be illegal. 

3.5 DATA PROTECTION. Notwithstanding anything to the contrary contained in this Agreement, all CUSTOMER Data belongs solely to CUSTOMER. Except to the extent required by applicable law (in which case, BOWTIE shall promptly inform CUSTOMER of such requirement and cooperate with any attempt by CUSTOMER to obtain a protective order or similar treatment), BOWTIE shall not disclose CUSTOMER Data to any person other than BOWTIE’s employees on a “need to know” basis to perform hereunder or use CUSTOMER Data for any purpose other than to perform under this Agreement. CUSTOMER should also carefully read and understand the Bowtie Data Protection Addendum, as amended and updated from time to time.    

4. TERM AND TERMINATION 

4.1 TERM. This Agreement shall begin on the Effective Date and terminate in accordance with this Section or at the expiration of the term in accordance with an applicable Order Form.  

4.2 TERMINATION. Either party may terminate this Agreement by providing thirty days advance written notice to the other party. In the event this Agreement is terminated for any reason or expires at the end of its term, BOWTIE shall be entitled to retrieve the Product immediately from CUSTOMER. 

4.3 EFFECT OF TERMINATION. Upon the expiration or termination of this Agreement, all licenses granted hereunder shall immediately terminate and each party shall return or destroy all documentation and materials made available by such party to the other party in connection with this Agreement. If the parties have entered into an Order Form, then all future use of the purchased Product shall be subject to the terms of the Order. Upon the expiration or termination of this Agreement, BOWTIE will delete all CUSTOMER Data and will provide proof of deletion.   

4.5 SURVIVAL. Sections 1 (Definitions), 3.4 (Restrictions), 3.5 (Data Protection), 5 (Payment), 4.4 (Effect of Termination), 4.5 (Survival), 6 (Feedback), 7.1 (Ownership), 7.4 (Indemnification; Intellectual Property Rights), 9 (Disclaimer of Warranty), 10 (Limitation of Liability), 11 (Confidentiality), 12 (General) and the Data Protection Addendum will survive any such termination or expiration. 

5. FEES, EXPENSES & PAYMENT 

5.1 FEES. Fees are described in the applicable Order Form and the applicable corresponding SOW.  

5.2  TAXES. The charges set out in any applicable Order Form and any applicable corresponding SOW are exclusive of all taxes now in force or enacted in the future and imposed upon the provision of goods and services ("Taxes"). Customer will be responsible for all Taxes, except for Taxes based on Bowtie's net income, capital gains taxes, or employee withholdings.  

5.3 EXPENSES. For all Services Customer shall: (i) pay Bowtie in accordance with the payment schedule and rates set out in the applicable Order Form; and (ii) reimburse Bowtie for all reasonable and necessary travel and living expenses Bowtie ; provided any travel expenses must be approved in writing by Customer before they are incurred.  

5.4 INVOICES. Services, Saas and Maintenance invoices are issued immediately following Order Form signature.  

5.5 PAYMENTS AND LATE PAYMENTS. All invoices are due upon receipt and are non-refundable, regardless of any termination of this Agreement by Customer or Bowtie. All invoices shall be deemed final and binding unless Customer notifies Bowtie in writing of any alleged discrepancies no later than thirty (30) days from the date of such invoice. Bowtie reserves the right to invoice Customer the lesser of twelve percent (12%) annual interest or the highest interest rate allowable under applicable laws for any outstanding and undisputed invoice not paid within 60 days after receipt.  

6. FEEDBACK 

CUSTOMER agrees to use commercially reasonable efforts to provide BOWTIE Feedback regarding: (1) the nature and extent of CUSTOMER’s use or operation of the SaaS; (2) any changes or suggestions regarding the Product; (3) all errors or feature requests; and (4) the characteristic conditions and symptoms leading to the errors or suggested feature requests in sufficient detail to allow BOWTIE to recreate them itself. BOWTIE may also give CUSTOMER access to its error tracking system, which will allow CUSTOMER to directly input information regarding errors and feature requests. CUSTOMER hereby assigns to BOWTIE all right, title and interest in and to such Feedback, including all intellectual property rights therein (including moral rights; provided that any non-assignable moral rights are waived to the extent permitted by law) and will provide commercially reasonable assistance at the request of BOWTIE to perfect such assignment; provided, that, such Feedback does not contain any Confidential Information of CUSTOMER and BOWTIE shall use such Feedback at BOWTIE’s own risk. 

7. OWNERSHIP 

7.1 BOWTIE. BOWTIE and its licensors retain all right, title and interest in and to the Product. This Agreement transfers none of BOWTIE’s, or its Bowtie’s, as applicable, right, title or interest in and to the Product and Confidential Information of BOWTIE, including all intellectual property rights therein. There are no implied licenses, and all rights not expressly granted hereunder are reserved to BOWTIE and its licensors. 

7.2 CUSTOMER. As between CUSTOMER and BOWTIE, CUSTOMER retains all right, title and interest in and to CUSTOMER Data. BOWTIE’s use of CUSTOMER Data shall be solely for the purpose of delivering SaaS during the term of this Agreement. 

7.3 USE OF SAAS. CUSTOMER represents and warrants that they will not use the SaaS environment in a way that is illegal or promotes illegal activities nor authorize or permit an individual or entity to do so. Furthermore, CUSTOMER represents and warrants that CUSTOMER Data: (i) does not violate, misappropriate or infringe any rights of BOWTIE or any third party; (ii) does not constitute defamation, invasion of privacy or publicity; or (iii) is not designed for use in any illegal activity or promotes illegal activities. As used herein, “illegal activity or promotes illegal activities” includes, without limitation, any manner that might be libelous or defamatory or otherwise malicious or harmful to any person or entity, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age. 

7.4 INDEMNIFICATION; INTELLECTUAL PROPERTY RIGHTS. BOWTIE represents and warrants to CUSTOMER that (1) BOWTIE owns all right, title and interest in and to the Product and the SaaS and owns or has rights to the intellectual property used in the Product and the SaaS and (2) neither the Product nor the SaaS is infringing on the rights of any third parties under any applicable law.  BOWTIE agrees to hold harmless and indemnify CUSTOMER, its officers, directors, employees, agents, volunteers and subcontractors from and against any and all expenses, loss or liability incurred by CUSTOMER, its officers, directors, employees, agents, volunteers or subcontractors arising from (a) any breach of federal, state or local law by CUSTOMER and/or its contractors, employees or agents, and (b) any infringement by BOWTIE and/or its contractors, employees or agents of the intellectual property rights of any third party.   

8. [INTENTIONALLY OMITTED] 

9. DISCLAIMER OF WARRANTY

NOTWITHSTANDING ANY OTHER WARRANTY THAT MAY ACCOMPANY THE PRODUCT WHEN SUCH PRODUCT IS PURCHASED, BOWTIE PROVIDES THE PRODUCT UNDER THIS AGREEMENT ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, BOWTIE AND ITS LICENSORS MAKE NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCT, AND SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 

10. LIMITATION OF LIABILITY

BOWTIE AND ITS LICENSORS WILL NOT BE RESPONSIBLE OR LIABLE TO CUSTOMER OR TO ANY THIRD PARTY WITH RESPECT TO THE PRODUCT OR ANY SUBJECT MATTER RELATED TO THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (1) FOR LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; (2) FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF REVENUES AND LOSS PROFITS, EVEN IF BOWTIE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (3) EXCEPT FOR IN THE CASES OF (a) FRAUD; (b) GROSS NEGLIGENCE OR WILFULL MISCONDUCT; (c) BREACHES OF SECTION 3.5 OR EXHIBIT A; (d) BREACHES OF SECTION 11; OR (e) BOWTIE’S INDEMNFICATION OBLIGATIONS UNDER SECTION 7.4 OF THIS AGREEMENT, AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT IN AN AMOUNT GREATER THAN ONE HUNDRED THOUSAND DOLLARS ($100,000.00). 

CUSTOMER AND ITS AFFILIATES WILL NOT BE RESPONSIBLE OR LIABLE TO BOWTIE OR TO ANY THIRD PARTY WITH RESPECT TO THE SUBJECT MATTER RELATED TO THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF REVENUES AND LOSS PROFITS, EVEN IF CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  

11. CONFIDENTIALITY 

11.1 RECIPIENT agrees: (1) to hold DISCLOSER’s Confidential Information in strict confidence; (2) not to disclose the DISCLOSER’s Confidential Information to any third parties, except as described below; (3) not to use DISCLOSER’s Confidential Information except to perform its obligation and exercise its rights under this Agreement; (4) to take reasonable measures to maintain the DISCLOSER’s Confidential Information in confidence; and (5) that RECIPIENT will disclose DISCLOSER’s Confidential Information only to (y) those of its and its affiliates’ employees and contractors as are necessary for the use expressly and unambiguously set forth in the Agreement, and only if such employees and contractors have agreed in writing to be bound by or are subject to as a condition of employment confidentiality terms no less restrictive than the provisions of this Agreement or (z) the extent disclosure of such Confidential Information is required to be disclosed by law, governmental or other regulatory authority, stock exchange or court of competent jurisdiction. CUSTOMER will not remove or export the Product or any of BOWTIE’S Confidential Information or any direct product thereof in violation of any applicable law or regulation. 

11.2 “Confidential Information” shall not include information that the RECIPIENT can demonstrate (1) was known to it prior to its disclosure by the DISCLOSER; (2) is or becomes publicly known through no wrongful act of the RECIPIENT; (3) has been rightfully received from a third party authorized to make such disclosure without restriction; (4) is independently developed by the RECIPIENT; or (5) has been approved for release by the DISCLOSER’s prior written authorization. 

11.3 The parties agree that a breach of this section may cause immediate and irreparable harm for which monetary damages would be an inadequate remedy and therefore, the parties agree that in addition to any other remedies available at law or hereunder, the DISCLOSER shall be entitled to seek equitable relief, including injunctive relief, from any court having jurisdiction, to protect its rights and interests pursuant to this section. 

12. GENERAL 

12.1 GOVERNING LAW; INJUNCTIVE RELIEF. This Agreement shall be construed pursuant to the laws of the State of New York and the United States without regard to conflicts of laws provisions thereof. The parties hereby consent to the exclusive jurisdiction of the state and federal courts located in New York County, New York or resolution of any disputes arising out of this Agreement, provided that either party hereto may seek injunctive relief to protect its ownership rights and Confidential Information in any court of law or equity of competent jurisdiction. The prevailing party in any action to enforce this Agreement will be entitled to recover its reasonable attorney’s fees and costs in connection with such action. 

12.2 MARKETING. BOWTIE may use CUSTOMER’s name, mark or logo in BOWTIE marketing materials without the prior written consent of CUSTOMER.  

12.3 WAIVERS; AMENDMENTS; ENTIRE AGREEMENT. No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise. Any waivers or amendments shall be effective only if made in writing and agreed by both parties. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. 

12.4 SEVERABILITY. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. 

12.5 COUNTERPARTS; AUTHORIZATION. This Agreement may be executed in counterparts. Each party represents that the person signing this Agreement on such party’s behalf has been duly authorized and empowered to enter into this Agreement on behalf of such party. 

12.6 GOVERNMENT RESTRICTIONS. The software Product and SaaS environment is comprised of “commercial items”, “commercial computer software”, and “commercial computer software documentation” as such terms are defined in FAR 2.101 and DFARS 252.227-7014(a)(1). The software is provided to any federal, state or local government agency only subject to the terms and conditions of this Agreement and such additional terms as are agreed by the parties in a properly executed writing and that are consistent with (a) the policies set forth in 48 C.F.R. 12.212 (for civilian agencies); or (b) the policies set forth in 48 C.F.R. 227.7202-1 and 22.7202-3 (for units of the Department of Defense). 

13. INSURANCE 

BOWTIE, at its expense, shall, during the term of this Agreement maintain and keep in force, the following insurance in the following amounts:  Errors and omissions coverage, with limits of lability of One Million and 00/100 Dollars ($1,000,000), covering all acts, errors, omissions, negligence, infringement of intellectual property (except patent and trade secret) in the performance of Services, and BOWTIE’s Policy shall be maintained for three (3) years after termination of the Services associated with this Agreement, have a retroactive date prior to the performance of any Services to be provided under this Agreement. During the term of the Agreement, BOWTIE shall carry and maintain at its own cost cyber liability insurance for not less than $2,000,000 USD per occurrence and in the aggregate.  Upon request, BOWTIE shall furnish, or cause to be furnished to CUSTOMER, certificates of insurance evidencing the foregoing insurance. 

14.  WARRANTY OF LEGAL COMPLIANCE 

BOWTIE hereby represents and warrants to CUSTOMER that (a) it has the necessary expertise to perform its obligations under this Agreement, and (b) it will perform in a timely and diligent manner, consistent with professional standards appropriate for the services performed hereunder, and in compliance with all applicable laws and regulations. 

15.  OFAC 

Neither BOWTIE, nor any of its principals, owners, officers, directors, employees, or agents, nor other Persons associated with, or acting on behalf of, BOWTIE  (i) is subject to any sanction administered by the Office of Foreign Assets Control (“OFAC”) of the United States Treasury Department (“U.S. Economic Sanctions”) and (ii) make, and will not make, any sales to or engage in business activities with or for the benefit of, and will not use any amounts payable under the proposed agreement/relationship for the purposes of financing the activities of, any persons or countries that are subject to U.S. Economic Sanctions, including any persons who appear on OFAC’s Specially Designated Nationals and Blocked Persons List. 

The operations of BOWTIE have been conducted at all times, and will continue to be conducted, in compliance with applicable financial record keeping and reporting requirements of the U.S. Currency and Foreign Transaction Reporting Act of 1970, as amended, the U.S. Money Laundering Control Act of 1986, as amended, and all money. 

16. UPTIME COMMITMENT AND EXCLUSIONS

16.1 UPTIME COMMITMENT.  The Company shall use commercially reasonable efforts to provide at least 99% uptime for the Services during each calendar month (the "Uptime Commitment"). Uptime is calculated as the total number of minutes in a calendar month minus the total number of minutes of Unscheduled Downtime, divided by the total number of minutes in the calendar month, expressed as a percentage.

16.2 DEFINITION OF UNSCHEDULED DOWNTIME.  "Unscheduled Downtime" means any period during which the Services are unavailable to the Customer, excluding: (i) Planned Maintenance: Scheduled maintenance or upgrades to the Services, provided that the Company gives at least 36 hours prior written notice, and (ii) Exclusions: Any downtime caused by the events listed in Section 16.3 below (EXCLUSIONS).

16.3 EXCLUSIONS. The Uptime Commitment shall not apply to any unavailability, suspension, or termination of the Services resulting from:
(i) Third-Party Infrastructure: Outages, interruptions, or delays caused by the failure or performance of third-party cloud infrastructure providers, including but not limited to Microsoft Azure, Amazon Web Services (AWS), or Google Cloud Platform.
(ii) Customer Actions: Issues caused by the Customer's actions or inactions, including but not limited to misuse of the Services, failure to comply with applicable documentation, or unauthorized modifications to the Services.
(iii) Force Majeure Events: Events beyond the Company's reasonable control, including acts of God, natural disasters, war, acts of terrorism, government actions, labor disputes, or Internet service provider failures.
(iv) Beta Features: Any feature, service, or functionality identified as "beta," "trial," "pilot," or otherwise not generally available.
(v) Unauthorized Access: Security breaches or attacks, such as distributed denial-of-service (DDoS) attacks, unless caused by the Company’s failure to maintain industry-standard security measures.
(vi) Network Issues: Issues arising from general Internet conditions, including slow access speeds, latency, or connectivity issues outside of the Company's direct control.
(vii) Customer Environment: Failures or delays caused by the Customer’s systems, networks, hardware, or software not provided or managed by the Company.

16.4  MEASUREMENT AND REPORTING.  The Company shall measure uptime using monitoring tools and methodologies at its sole discretion. The Customer acknowledges that such measurements shall be conclusive for purposes of determining compliance with the Uptime Commitment.

16.5 SOLE REMEDY.  The Customer’s sole and exclusive remedy for the Company’s failure to meet the Uptime Commitment shall be the issuance of service credits as specified in the applicable Order Form or Service Level Agreement (SLA).

[End – – A signature to any Order Form shall be deemed acceptance of this Agreement]