Terms of Service

1. USE OF SERVICES

1.1  Services. Subject to the terms and conditions of this Agreement, Unioncrate grants to Customer a limited, worldwide, non-exclusive, non-transferable (except as permitted in this Section and Section 8.2) right during the Term to use the web-based services identified in the Order Form (the “Services”) in connection with Customer’s internal business operations. Customer may allow its consultants and independent contractors to use the Services for Customer business purposes, but Customer remains responsible for all of its obligations under this Agreement and all actions and omissions of those contractors and consultants. Unioncrate will provide the Services in accordance with the service level agreement set forth on Exhibit A.

1.2  Use of the Documentation. Subject to the terms and conditions of this Agreement, Unioncrate grants to Customer a limited, worldwide, non-exclusive, non-transferable (except as permitted in Section 8.2) license, without right of sublicense, during the Term to reproduce, without modification, and internally use a reasonable number of copies of the Unioncrate-provided user documentation (the “Documentation”) solely in connection with use of the Services in accordance with this Agreement.

1.3  Technical Support. For so long as Customer is current with its payment of the fees specified in the Order Form, Unioncrate will provide Customer with the technical support services set forth on Exhibit B.

1.4  Use Restrictions. Except as otherwise explicitly provided in this Agreement, Customer will not, and will not permit or authorize third parties to, directly or indirectly: (a) rent, lease, or otherwise permit third parties to use, modify, or create derivative works of the Services or Documentation; (b) use the Services to provide services to third parties (e.g., as a service bureau); (c) use the Services for any benchmarking activity or in connection with the development of any competitive product; (d) circumvent or disable any security or other technological features or measures of the Services; or (e) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms related to the Services or Documentation.

1.5 EDI, API, and FTP Services. The parties agree that Unioncrate may provide Customer with the use of EDI connections (“EDI Services”) or API, SFTP, or FTP integrations in connection with the Services (the “API/FTP Services”, and together with the EDI Services, the “EDI/API Services”), and such EDI/API Services may be provided for free or for an additional Fee. If Unioncrate chooses to charge a fee for any such Services, then Unioncrate will notify Customer in advance of the Fees to be charged for the EDI/API Services and the Customer may accept or reject the additional Fee. If Customer rejects the additional Fee, then the Customer will not be charged an additional Fee and the Customer will not be entitled to the EDI/API Services. Customer agrees that, if Unioncrate chooses to provide the EDI/API Services for free, then (i) Unioncrate will not incur any fees on the Customer’s behalf (ii) Customer will be responsible for any costs that are associated with EDI Services provided to Customer by retailers and EDI vendors.


1.6 ERP/IMS Integrations. Customer may request that Unioncrate provide Customer with integration or migration services for ERP or IMS software systems in connection with the Services (“ERP/IMS Services”). If Customer needs or wants any such ERP/IMS Services by or before a certain date, Customer will provide Unioncrate with reasonable advance notice of its request or need for ERP/IMS Services. Unioncrate will review Customer’s request for ERP/IMS Services and will provide Customer with a quote for the Fees (if any) required for the requested ERP/IMS Services. If Customer rejects the additional Fee for ERP/IMS Services, then the Customer will not be charged an additional Fee and the Customer will not be entitled to the ERP/IMS Services.


1.7  Compliance with Laws. Customer will use the Services and Documentation in compliance with all applicable laws and regulations.


1.8  Protection against Unauthorized Use. Customer will use reasonable efforts to prevent any unauthorized use of the Services and Documentation and will immediately notify Unioncrate in writing of any unauthorized use that comes to Customer’s attention. If there is unauthorized use by anyone who obtained access to the Services directly or indirectly through Customer, Customer will take all steps reasonably necessary to terminate the unauthorized use. Customer will cooperate and assist with any actions taken by Unioncrate to prevent or terminate unauthorized use of the Services or Documentation.


1.9 Reservation of Rights. Unioncrate grants to Customer a limited right to use the Services and Documentation under this Agreement. Customer will not have any rights to the Services or Documentation except as expressly granted in this Agreement. Unioncrate reserves to itself all rights to the Services and Documentation not expressly granted to Customer in accordance with this Agreement.


1.10 Feedback. If Customer provides any feedback to Unioncrate concerning the functionality and performance of the Services (including identifying potential errors and improvements), Customer hereby assigns to Unioncrate all right, title, and interest in and to the feedback, and Unioncrate is free to use the feedback without payment or restriction.

2. FEES AND PAYMENT

2.1  Fees and Payment Terms.(a) Fees. Customer will pay Unioncrate the fees and any other amounts owing under this Agreement, plus any payment processing fees and applicable sales, use, excise, or other taxes that may be set out in an Order Form, agreed to Customer pursuant to Sections 1.5 or 1.6, or otherwise invoiced to Customer (the “Fees”). Customer will pay the Fees owed for each calendar month of the Term on or before the first day of that calendar month.

The Fees set out in the Order Form are non-cancellable and non-refundable, even if the Agreement is terminated early, and Customer’s obligation to pay the Fees will survive the expiration or termination of this Agreement. Amounts due from Customer under this Agreement may not be withheld or offset by Customer against amounts due to Customer for any reason. All amounts payable under this Agreement are denominated in United States dollars, and Customer will pay all such amounts in United States dollars. Payments will be made as set out in Exhibit C.


(b)  Fee Questionnaire. In connection with Customer’s completion of the Order Form, Customer will complete a pricing questionnaire provided by Unioncrate (the “Questionnaire”), in which the customer may indicate (among other things) the number of users, number of SKUs, number of finished goods, and number of ship-to locations that Customer anticipates using in connection with the Services. The Customer acknowledges and agrees that, notwithstanding the Customer’s responses to the Questionnaire, the Fees that Customer will be charged and will pay will be based on (i) the actual number of users, SKUs, finished goods, and ship-to locations, and (ii) the other Unioncrate products, that Customer utilizes in connection with the Services (“Actual Utilization”). Customer agrees that Unioncrate will determine the Actual Utilization by analyzing Customer data received from Customer’s systems and other technology.


(c)  Overages and Pricing Tiers. Use of the Services are subject to the usage limits set out in the Questionnaire. If Customer uses or wishes to use the Services in excess of the amounts set out in the Order Form, Customer must and will pay the amounts for such excess usage at the rates set forth in the Order Form (but excluding discounts) (each, an “Overage Charge”). If Customer is subject to any Fee pricing tier other than the “Starter Tier” (as set out in the Questionnaire) and incurs an Overage Charge during three consecutive months of the Term, then Customer will automatically be moved down to the next-highest pricing tier (as set out in the Order Form and the Questionnaire) for the remainder of the Term.


(d)  Payment Failures. Any Fees not paid when due will be subject to finance charges equal to 1.5% of the unpaid balance per month or the highest rate permitted by applicable usury law, whichever is less, determined and compounded daily from the date due until the date paid. Customer will reimburse any costs or expenses (including, but not limited to, reasonable attorneys’ fees) incurred by Unioncrate to collect any amount that is not paid when due. If Customer believes that Unioncrate has billed Customer incorrectly, Customer must contact Unioncrate in writing no later than 60 days after the date in which the error or problem appeared, or Customer will be responsible for such amounts.


2.2  Taxes. Other than net income taxes imposed on Unioncrate, Customer will bear all taxes, duties, and other governmental charges (collectively, “taxes”) resulting from this Agreement. Customer will pay any additional taxes as are necessary to ensure that the net amounts received by Unioncrate after all such taxes are paid are equal to the amounts that Unioncrate would have been entitled to in accordance with this Agreement as if the taxes did not exist.

3. TERM AND TERMINATION

3.1  Term. This Agreement will commence upon the Effective Date and continue for the initial term specified in the Order Form (the “Initial Term”). This Agreement will automatically renew for additional successive terms equal in length to the Initial Term (without any applicable Initial Term Fee discounts) unless, subject to Section 8.2, at least 60 days before the end of the then-current term either party provides written notice to the other party that it does not want to renew (each, a “Renewal Term” and together with the Initial Term, the “Term”). Unioncrate may increase the Fees at the end of the Initial Term and each Renewal Term.


3.2  Termination for Material Breach. Either party may (subject to Sections 3.3 and 3.4) terminate this Agreement if the other party does not cure its material breach of this Agreement within 30 days of receiving written notice of the material breach from the non-breaching party. Termination in accordance with this Section 3.2 will take effect when the breaching party receives written notice of termination from the non-breaching party, which notice must not be delivered until the breaching party has failed to cure its material breach during the 30-day cure period. If Customer fails to timely pay any fees, Unioncrate may, without limitation to any of its other rights or remedies, suspend performance of the Services until it receives all amounts due.


3.3  EDI and API Termination Pricing. If the Agreement is terminated or expired or if the Customer early terminates its rights to use any of the Services, then (a) any Fee pricing charged or offered to Customer for the use of EDI connections or API, SFTP, or FTP integrations provided to Customer in connection with the Services will automatically terminate, (b) Unioncrate will provide Customer with a quote containing new pricing for those connection or integrations, and (c) the Customer’s EDI connections and API, SFTP, or FTP integrations will be disabled until Customer agrees in writing to pay the quoted fees.


3.4  Post-Termination Obligations. If this Agreement is terminated for any reason, then (a) Customer will pay to Unioncrate any Fees or other amounts that have accrued prior to the effective date of the termination, (b) any and all liabilities accrued prior to the effective date of the termination will survive, (c) both parties will promptly delete and destroy all Confidential Information of the other party in such parties possession or control, except that Unioncrate will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days (and after such period, Unioncrate may delete all Customer data).

4. WARRANTIES AND DISCLAIMER

4.1  Mutual Warranties. Each party represents and warrants to the other that: (a) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such party in accordance with its terms; and (b) no authorization or approval from any third party is required in connection with such party’s execution, delivery, or performance of this Agreement.

4.2  Disclaimer. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS SECTION 4, UNIONCRATE MAKES NO ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. UNIONCRATE EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. UNIONCRATE DOES NOT WARRANT AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE SERVICES. UNIONCRATE DOES NOT WARRANT THAT THE SERVICES ARE ERROR-FREE OR THAT OPERATION OF THE SERVICES WILL BE SECURE OR UNINTERRUPTED. UNIONCRATE DOES NOT WARRANT THAT ANY INFORMATION PROVIDED THROUGH THE SERVICES IS ACCURATE OR COMPLETE OR THAT ANY INFORMATION PROVIDED THROUGH THE SERVICES WILL ALWAYS BE AVAILABLE. UNIONCRATE EXERCISES NO CONTROL OVER AND EXPRESSLY DISCLAIMS ANY LIABILITY ARISING OUT OF OR BASED UPON THE RESULTS OF CUSTOMER’S USE OF THE SERVICES.

5. CUSTOMER INDEMNIFICATION

5.1  Defense. Customer will defend Unioncrate from any actual or threatened third party claim, proceeding, or suit (“Claim”) arising out of or based upon Customer’s use of the Services or Customer’s breach of any of the provisions of this Agreement if: (a) Unioncrate gives Customer prompt written notice of the Claim; (b) Unioncrate grants Customer full and complete control over the defense and settlement of the Claim; (c) Unioncrate provides assistance in connection with the defense and settlement of the Claim as Customer may reasonably request; and (d) Unioncrate complies with any settlement or court order made in connection with the Claim. Unioncrate will not defend or settle any Claim without Customer’s prior written consent. Unioncrate will have the right to participate in the defense of the Claim at its own expense and with counsel of its own choosing, but Customer will have sole control over the defense and settlement of the Claim.


5.2  Indemnification. Customer will indemnify Unioncrate from and pay (a) all damages, costs, and attorneys’ fees finally awarded against Unioncrate in any Claim under Section 5.1; (b) all out-of-pocket costs (including reasonable attorneys’ fees) reasonably incurred by Unioncrate in connection with the defense of a Claim under Section 5.1 (other than attorneys’ fees and costs incurred without Customer’s consent after Customer has accepted defense of the Claim); and, (c) all amounts that Customer agrees to pay to any third party to settle any Claim under Section 5.1.

6. LIMITATIONS OF LIABILITY

6.1  Disclaimer of Indirect Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, UNIONCRATE WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO CUSTOMER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOSS OF BUSINESS, EVEN IF UNIONCRATE IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.


6.2  Cap on Liability. UNDER NO CIRCUMSTANCES WILL UNIONCRATE’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE FEES PAID BY CUSTOMER TO UNIONCRATE DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM (DETERMINED AS OF THE DATE OF ANY FINAL JUDGMENT IN AN ACTION).


6.3  Independent Allocations of Risk. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY UNIONCRATE TO CUSTOMER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION 6 WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT.

7. CONFIDENTIAL INFORMATION

7.1 “Confidential Information” means any trade secrets or other information of a party, whether of a technical, business, or other nature (including, without limitation, information relating to a party’s technology, software, products, services, designs, methodologies, business plans, finances, marketing plans, distributors, prospects, or other affairs), that is disclosed to a party during the Term. The Services, Documentation and related information will be the Confidential Information of Unioncrate. The non-public data provided by Customer to Unioncrate to enable the provision of the Services is the Confidential Information of Customer (“Customer Data”); provided, however, that Customer agrees that Unioncrate may (i) collect and analyze any data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including Customer Data and related data), and (ii) can use any such data (including Customer Data that has been anonymized and aggregated) for any purpose, including the operation and improve of Unioncrate's business and products and the development of new products and technology. Confidential Information does not include any information that: (a) was known to the receiving party prior to receiving the same from the disclosing party in connection with this Agreement; (b) is independently developed by the receiving party without use of or reference to the Confidential Information of the disclosing party; (c) is acquired by the receiving party from another source without restriction as to use or disclosure; or (d) is or becomes part of the public domain through no fault or action of the receiving party.


7.2  Nondisclosure. During and after the Term, each party will: (a) not disclose the other party’s Confidential Information to a third party unless the third party must access the Confidential Information to perform in accordance with this Agreement and the third party has executed a written agreement that contains terms that are substantially similar to the terms contained in this Section 7; and (b) protect the other party’s Confidential Information from unauthorized disclosure to the same extent (but using no less than a reasonable degree of care) that it protects its own Confidential Information of a similar nature.


7.3  Confidentiality of Agreement. Neither party to this Agreement will disclose the terms of this Agreement to any third party without the consent of the other party, except as required by securities or other applicable laws. Notwithstanding the above provisions, each party may disclose the terms of this Agreement (a) in connection with the requirements of a public offering or securities filing; (b) in confidence, to accountants, banks, and financing sources and their advisors; (c) in confidence, in connection with the enforcement of this Agreement or rights under this Agreement; or (d) in confidence, in connection with a merger or acquisition or proposed merger or acquisition, or the like.


7.4  Return of Materials. Upon the termination or expiration of this Agreement, or upon earlier request, each party will deliver to the other all Confidential Information that it may have in its possession or control. Notwithstanding the foregoing, neither party will be required to return materials that it must retain in order to receive the benefits of this Agreement or properly perform in accordance with this Agreement.


7.5  Existing Obligations. The obligations in this Section 7 are in addition to, and supplement, each party’s obligations of confidentiality under any nondisclosure or other agreement between the parties.

8. GENERAL

8.1  Relationship. Unioncrate will be and act as an independent contractor (and not as the agent or representative of Customer) in the performance of this Agreement.


8.2  Assignability. Neither party may assign its right, duties, and obligations under this Agreement without the other party’s prior written consent, which consent will not be unreasonably withheld or delayed, except that a party may assign this Agreement without the other party’s consent to a successor (including a successor by way of merger, acquisition, sale of assets, or operation of law) if the successor agrees to assume and fulfill all of the assigning party’s obligations under this Agreement. If Customer (i) assigns or transfers this Agreement (including by way of merger, acquisition, sale of assets, or operation of law), (ii) undergoes a change of control, or (iii) acquires ownership or control of another company, entity, or business (including by merger, acquisition, purchase of substantially all of the assets relating to a business, or operation of law), then the Agreement will (a) remain in effect, (b) be binding on the Customer or its successor and assigns, and (c) automatically renew for an additional Renewal Term at the end of the then-current Term, regardless of whether Customer or its successor provides notice pursuant to Section 3.1 of its intent not to renew the then-current Term.


8.3  Subcontractors. Unioncrate may utilize a subcontractor or other third party to perform its duties under this Agreement so long as Unioncrate remains responsible for all of its obligations under this Agreement.


8.4  Notices. Any notice required or permitted to be given in accordance with this Agreement will be effective if it is in writing and sent by certified or registered mail, or insured courier, return receipt requested, to the appropriate party at the address set forth on the Order Form. Either party may change its address for receipt of notice by notice to the other party in accordance with this Section 8.4. Notices are deemed given two business days following the date of mailing or one business day following delivery to a courier.


8.5  Publicity. Customer will not publish, disseminate, or use any advertising, sales promotions, press releases, or other publicity relating to this Agreement or that uses the other party’s name, logo, trademarks, or service marks without the written approval of Unioncrate. Unioncrate may publicly refer to Customer by name and use Customer’s name and logos on Unioncrate’s website and in customer lists or as part of Unioncrate’s marketing and promotional materials.


8.6  Force Majeure. Unioncrate will not be liable for, or be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any act of god or cause or condition beyond its reasonable control (including government actions, shutdowns, pandemics, and epidemics), so long as that party uses all commercially reasonable efforts to avoid or remove the causes of non-performance.


8.7  Governing Law. This Agreement will be interpreted, construed, and enforced in all respects in accordance with the local laws of the State of New York, U.S.A., without reference to its choice of law rules and not including the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods. Each party hereby irrevocably consents to the exclusive jurisdiction and venue of the federal, state, and local courts in New York, New York, in connection with any action arising out of or in connection with this Agreement.

8.8  Waiver. The waiver by either party of any breach of any provision of this Agreement does not waive any other breach. The failure of any party to insist on strict performance of any covenant or obligation in accordance with this Agreement will not be a waiver of such party’s right to demand strict compliance in the future, nor will the same be construed as a novation of this Agreement.

8.9  Severability. If any part of this Agreement is found to be illegal, unenforceable, or invalid, the remaining portions of this Agreement will remain in full force and effect. If any material limitation or restriction on the use of the Services under this Agreement is found to be illegal, unenforceable, or invalid, Customer’s right to use the Services will immediately terminate.


8.10  Counterparts. The Agreement may be executed in any number of identical counterparts of the Order Form, notwithstanding that the parties have not signed the same counterpart, with the same effect as if the parties had signed the same document. All counterparts will be construed as and constitute the same agreement. This Agreement may also be executed and delivered by electronic signature of the Order Form and such execution and delivery will have the same force and effect of an original document with original signatures.


8.11  Export Control. Customer may not remove or export from the United States or allow the export or re-export of the Services or related technology or products in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Services (including related software) and Documentation are “commercial items” and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.


8.12  Entire Agreement. This Agreement, including the Order Form and all exhibits, is the final and complete expression of the agreement between these parties regarding Customer’s use of the Services.


This Agreement supersedes, and the terms of this Agreement govern, all previous oral and written communications regarding these matters, all of which are merged into this Agreement, except that this Agreement does not supersede any prior nondisclosure or comparable agreement between the parties executed prior to this Agreement being executed, nor does it affect the validity of any agreements between the parties relating to professional services relating to the Services that Unioncrate may provide. No employee, agent, or other representative of Unioncrate has any authority to bind Unioncrate with respect to any statement, representation, warranty, or other expression unless the same is specifically set forth in this Agreement. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter the terms of this Agreement. This Agreement may be amended only by a written agreement signed by an authorized agent of the party against whom enforcement is sought. Unioncrate will not be bound by, and specifically objects to, any term, condition, or other provision that is different from or in addition to this Agreement (whether or not it would materially alter this Agreement) that is proffered by Customer in any receipt, acceptance, confirmation, correspondence, order form, or otherwise, unless Unioncrate specifically agrees to such provision in writing and signed by an authorized agent of Unioncrate.

Exhibit A

SERVICE LEVEL AGREEMENT

Availability Standard During the term of the Agreement, Unioncrate will make each Service available to Customer twenty-four hours per day, seven days per week, 99.5% of the time, calculated on a monthly basis (“Availability Standard”), but excluding the following (“Excluded Downtime”): (i) downtime caused by any failure, interruption, outage, or other problem with the any third-party equipment, hardware, services, or systems necessary to utilize the Services (“Equipment”); and (ii) downtime that occurs due to scheduled (“Permitted Scheduled Maintenance”). Customer will be notified at least one month ahead of time as to any Permitted Scheduled Maintenance and any Permitted Scheduled Maintenance will happen between 12am-6am EST. Customer is solely responsible for obtaining and maintaining any Equipment and Unioncrate has no responsibility or liability for any Equipment failures or deficiencies.Whether or not the Availability Standard was met for a particular month shall be determined based on whether the Actual Availability for such month equaled or exceeded the Availability Standard.·


“Actual Availability” means (Actual Uptime divided by the total number of minutes in the month) multiplied by 100.


“Actual Uptime” means the total number of minutes in a month minus Total Downtime that does not constitute Excluded Downtime.


“Downtime Duration” means, for each incidence of downtime, the total number of minutes of downtime.


“Total Downtime” means the sum of the Downtime Duration for all downtime incidents in the applicable month.For example, assume that, in calculating the Actual Availability in a particular month: there are 30 days in the month, there are 80 minutes of Total Downtime, and 30 minutes of Permitted Scheduled Maintenance. In that example, the Actual Uptime would be 43150 minutes and actual Availability would be 99.88%, meaning that the Availability Standard was met for such month.

Exhibit B

Technical Support Unioncrate will provide technical support to Customer via both telephone and electronic mail on weekdays during the hours of 9:00 am through 6:00 pm Eastern Standard time, with the exclusion of federal holidays (“Support Hours”). Customer may initiate a help desk ticket during Support Hours by emailing support@Unioncrate.com or using our online chat function. Unioncrate will use commercially reasonable efforts to (i) respond to all helpdesk tickets within 1 hour (unless a ticket is submitted 1 hour or less before the close of the business day, in which case a response will be provided at the beginning of the following business day), and (ii) correct all material failures of a Service to conform with the Documentation where the root cause of such failure is not attributable to any Equipment and is within Unioncrate’s reasonable control.

I hereby acknowledge that I have read and understood the above conditions.