Contract analysis

Section 1. Definitions 1.1. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Agreement. To the extent any capitalized term is defined both in this Amendment and in the Agreement, the definition set forth in this Amendment shall control for purposes of this Amendment and the Agreement as amended hereby. 1.2. As used in this Amendment, the followin

Section 2. Renewal of Term 2.1. The Parties acknowledge and agree that the Initial Term of the Agreement, as defined in Section 2.1 of the Agreement, is scheduled to expire on January 14, 2024. 2.2. Effective as of January 15, 2024, the Parties hereby renew and extend the term of the Agreement for a Renewal Term of two (2) years, commencing on January 15, 2024 and ending on January 14, 2026. During the Renewal Term,

Section 3. Amended Subscription Fees 3.1. Section 4.1 of the Agreement (Subscription Fees) is hereby amended as follows, effective as of the commencement of the Renewal Term on January 15, 2024: (a) The annual subscription fee payable by Customer to Provider during the Renewal Term shall be One Million Three Hundred Eighty Thousand Dollars ($1,380,000) per year, representing a reduction of Sixty Thousand Dollars ($60

Section 4. Amendment and Restatement of Exhibit C (Service Level Agreement) Exhibit C to the Agreement (Service Level Agreement) is hereby amended and restated as set forth in this Section 4. The Amended Exhibit C, which incorporates the amendments described below, is attached hereto as Attachment A and is incorporated into the Agreement by reference. Except as expressly modified by this Section 4, all other terms an

Section 1.1 of Exhibit C to the Agreement (Uptime Commitment) is hereby amended and restated in its entirety to read as follows: "1.1 Uptime Commitment. Provider shall use commercially reasonable efforts to maintain the availability of the Services at a level of not less than ninety-nine and ninety-seven hundredths percent (99.97%) of the total minutes in each calendar month during the Term (the 'Uptime Commitment').

Section 2.3 of Exhibit C to the Agreement (Exclusions from Uptime Calculation) shall remain in full force and effect without amendment. For the avoidance of doubt, and consistent with Section 2.3 of Exhibit C, the following categories of downtime shall continue to be excluded from the calculation of uptime for purposes of determining compliance with the Uptime Commitment: (a) Downtime attributable to Customer's own i

Section 3.5 of Exhibit C to the Agreement (SLA Credit Request Procedure) shall remain in full force and effect without amendment. Customer must submit written SLA credit requests to Provider within thirty (30) calendar days following the end of the affected calendar month. Credit requests submitted after such thirty (30)-day period shall be deemed waived. All credit requests shall be submitted to Provider's designate

Section 5. Settlement Credits 5.1. The Parties acknowledge that, pursuant to the Settlement Agreement, Provider has agreed to provide Customer with aggregate service credits in the amount of Four Hundred Eighty-Five Thousand Dollars ($485,000) (the "Settlement Credits"), which Settlement Credits shall be applied against Customer's Renewal Term invoices in the manner and on the schedule set forth in the Settlement Agr

Section 6. Limitation of Liability 6.1. Section 11.2 of the Agreement (Aggregate Liability Cap) shall remain in full force and effect during the Renewal Term. For the avoidance of doubt, the aggregate liability cap applicable during the Renewal Term shall be calculated based on twelve (12) months of fees paid or payable by Customer under the Renewal Term pricing. Accordingly, the aggregate liability cap during the Re

Section 7. No Other Amendments 7.1. Except as expressly modified, amended, or supplemented by this Amendment, all terms, conditions, covenants, representations, warranties, and obligations set forth in the Agreement (including all Exhibits, Schedules, and Attachments thereto, as amended hereby) shall remain in full force and effect and are hereby ratified and confirmed in their entirety by the Parties. 7.2. In the ev

Section 8. Governing Law 8.1. This Amendment shall be governed by, and construed and enforced in accordance with, the laws of the State of California, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of California. 8.2. The foregoing gove

Section 9. Dispute Resolution 9.1. Any dispute, controversy, or claim arising out of or relating to this Amendment, or the breach, termination, or validity thereof, shall be resolved in accordance with the dispute resolution procedures set forth in Section 14.3 of the Agreement, which are incorporated herein by reference. 9.2. Consistent with Section 14.3 of the Agreement, the Parties agree that prior to initiating a

Section 10. Counterparts and Electronic Execution 10.1. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. It shall not be necessary that each Party execute the same counterpart. 10.2. Delivery of an executed counterpart of this Amendment by electronic means, including by portable document forma

Section 11. Entire Agreement 11.1. This Amendment, together with the Agreement (as amended hereby), the Settlement Agreement, and all Exhibits, Schedules, and Attachments thereto, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations, warranties, understandings, and communications, whe