Behold.ai Technologies Inc – US EULA terms (effective as at October 11, 2021)

 

These General Terms (these “General Terms”) are between Behold.ai Technologies Inc. (“Behold”) and the entity/legal person (“You”) who receives and/or uses any Products or Service Offerings (each as defined below), with each a “party” and together, the “parties”.  To place orders subject to these General Terms, at least one Order Schedule (as defined below) must be executed by both You and Behold or an authorised reseller of Behold. If a term is relevant only to a specific Order Schedule, that term will apply only to that Order Schedule if and/or when that Order Schedule is executed by both You and Behold or an authorized reseller of Behold

  1. DEFINITIONS 
  • “Background IPR” means any Intellectual Property Rights in existence at the date of the Master Agreement or created, devised or generated other than in the performance of the Master Agreement.
  • “Behold IPR” means all or any of the Intellectual Property Rights of Behold, including its Background IPR.
  • “Effective Date” means the earlier of the: (i) date on which You receive or commence using any Products and Service Offerings; and (ii) date specified as being the effective or commencement date in the relevant Order Schedule in respect of any Products and Service Offerings.
  • “Intellectual Property Rights” or “IPR” means all patents, rights to inventions, copyright and related rights, trademarks and trade names, rights to goodwill or to sue for passing off, rights in designs, database rights, rights in Confidential Information (including know how and trade secrets) and any other intellectual property rights (including, in the case of Behold, its software code and the Red Dot ® algorithms), in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
  • Master Agreement” means these General Terms (including any amendments thereto) and all Order Schedule(s) incorporated into the Master Agreement (including any amendments to those incorporated Schedule(s)). The Master Agreement governs Your use of the Products and Service Offerings ordered from Behold or an authorized reseller.
  • “Order Schedule” refers to all orders pursuant to which You may order Products and Service Offerings from Behold or Behold authorized resellers, all of which are deemed to be under the terms of the Master Agreement.
  • Products” means the: (a) the software owned or distributed by Behold that You have ordered under any Order Schedule, (b) Product Documentation and (c) any Product updates acquired through technical support.  Products do not include any software release prior to general availability (e.g., beta releases).
  • Product Documentation” refers to a relevant Product user manual and Product installation manuals. Product Documentation may be delivered with the Products and You may access the documentation online at such on-line portal/ address as may be notified to You by Behold or a Behold authorized reseller from time to time.
  • Service Offerings” refers to the services which You have ordered. Such Service Offerings are described in the applicable Order Schedule.
  • Your IPR” means all or any of Your Intellectual Property Rights, including your Background IPR.

 

  1. MASTER AGREEMENT TERM AND ORDER SCHEDULES 
  • The Master Agreement shall commence on the Effective Date and shall continue unless otherwise terminated as provided in section 15 (Termination).
  • Orders may be placed under the Master Agreement for a minimum of 36 months (or such other period as expressly agreed between You and Behold or a Behold authorized reseller in an Order Schedule) from the date of the applicable Order Schedule. Each Order Schedule is hereby incorporated into the Master Agreement.
  • An Order Schedule may set forth terms and conditions that apply specifically to certain types of Behold products and/or services which may be different than, or in addition to, these General Terms.
  • Any Products or Service Offerings provided to You under the terms of any Order Schedule are, for the purposes of this Master Agreement, each an “order” and the parties hereby agree that each and every order is subject to this Master Agreement.

 

  1. SEGMENTATION

The purchase of any Products and related Service Offerings or other Service Offerings are all separate offers and separate from any other order for any Products and related Service Offerings or other Service Offerings You may receive or have received from Behold.  You understand that You may purchase any Products and related Service Offerings or other Service Offerings independently of any other Products or Service Offerings.  Your obligation to pay for: (a) any Products and related Service Offerings is not contingent on performance of any other Service Offerings or delivery of any other Products; or (b) other Service Offerings is not contingent on delivery of any Products or performance of any additional/other Service Offerings.

 

  1. RESPONSIBILITIES OF BEHOLD 

In addition to providing the Products and Service Offerings set forth in the Master Agreement and the applicable Order Schedule, Behold will:

  • perform and discharge its obligations under the Master Agreement in accordance with applicable law;
  • use its reasonable efforts to ensure that the Product materially performs to the levels described in any accompanying documentation, and any statements made in relation to references, support capability, performance, security, service level agreements, or other business or technical capabilities are accurate and supported;
  • be responsible for development, full testing, and management of the Products;
  • be responsible for creating and maintaining Product documentation, marketing collateral and other material regarding the Products;
  • provide executable code, together with any required license key or other authorization, necessary to enable use of the Products by You;
  • enable its Products to securely transfer and receive data using encryption compatible with TLS/SSL services from stunnel;
  • provide the Maintenance Services described in Schedule 1 to these General Terms to You; and
  • ensure that any error corrections, fixes, updates, versions, upgrades and new releases to the Products are communicated in writing to You in reasonable advance of the relevant implementation date.

 

  1. RIGHTS GRANTED 
  • Upon the acceptance of Your order, You have the non-exclusive, non-assignable, royalty free, perpetual (unless otherwise specified in the order), limited right to use the Products and receive any Product-related Service Offerings You ordered solely for Your internal business operations and subject to the terms of the Master Agreement, including the definitions and rules set forth in the order and the Product Documentation.
  • Upon payment for Product-related Service Offerings, You have the non-exclusive, non-assignable, royalty free, perpetual, limited right to use for Your internal business operations anything developed by Behold and delivered to You under this Master Agreement (“deliverables”); however, certain deliverables may be subject to additional license terms provided in the order.
  • You may allow Your agents and contractors (including, without limitation, outsourcers) to use the Products and deliverables for Your internal business operations and You are responsible for their compliance with the Master Agreement in such use.
  • You may make a sufficient number of copies of each Product for Your licensed use and one copy of each Product media.

 

  1. RESTRICTIONS
  • You shall not:
  1. remove or modify any Product markings or any notice of Behold’s or its licensors’ proprietary rights;
  2. make the Products or materials resulting from the Service Offerings available in any manner to any third party for use in the third party’s business operations (unless such access is expressly permitted for the specific Product license or materials from the Service Offerings you have acquired);
  3. cause or permit reverse engineering, disassembly or decompilation of the Products (the foregoing prohibition includes but is not limited to review of data structures or similar materials produced by Products); or
  4. disclose results of any Product benchmark tests without Behold’s prior written consent.
  • The prohibition on the assignment or transfer of the Products or any interest in them under section 26 (Assignment) of these General Terms shall apply to all Products licensed under the Master Agreement, except to the extent that such prohibition is rendered unenforceable under applicable law.

 

  1. TRIAL PROGRAMS 

You may order trial Products or Behold may include additional Products with Your order which You may use for trial, non-production purposes only.  You may not use the trial Products to provide or attend third party training on the content and/or functionality of the Products.  You have 30 days from the relevant installation date (or such other period agreed with Behold) to evaluate these trial Products.  To use any of these Products after the agreed trial period, You must obtain a license for such Products from Behold or a Behold authorized reseller.  If You decide not to obtain a license for any Product after the agreed trial period, You will cease using and promptly delete any such Products from Your computer systems and such trial period licence shall automatically terminate.  Products licensed for trial purposes are provided “as is” and Behold does not provide technical support or offer any warranties for these Products.

 

  1. TECHNICAL SUPPORT 
  • You agree to cooperate with Behold and provide the access, resources, materials, personnel, information and consents that Behold may require in order to perform any technical support services.
  • If You decide to purchase technical support for any Product license within a license set, You are required to purchase technical support at the same level for all licenses within that license set. You may request support is removed for a subset of licenses in a license set only if You agree to terminate that subset of licenses.  The technical support fees for the remaining licenses will be priced in accordance with the technical support policies in effect at the time of termination if You decide not to purchase technical support, You may not update any unsupported Product licenses with new versions of the Product.

 

  1. PROGRAM-RELATED SERVICE OFFERINGS 

In addition to technical support, You may order a limited number of Product-related Service Offerings under an order.  You agree to provide Behold and any Behold authorized reseller with all information, access and full good faith cooperation reasonably necessary to enable Behold to deliver these Service Offerings and You will perform the actions identified in the order as Your responsibility.  If while performing these Service Offerings Behold requires access to another vendor’s products that are part of Your system, You will be responsible for acquiring all such products and the appropriate license rights necessary for Behold to access such products on Your behalf.  Service Offerings provided may be related to Your license to use Products owned or distributed by Behold which You acquire under a separate order.  The agreement referenced in that order shall govern Your use of such Products.

 

  1. WARRANTIES, DISCLAIMERS, EXCLUSIVE REMEDIES AND LIMITATION OF LIABILITY 
  • Behold warrants that a Product licensed to You will operate in all material respects as described in the applicable Product Documentation for a period of one year after delivery. You must notify Behold of any Product warranty deficiency within one year after delivery. Behold also warrants that technical support services and Program-related Service Offerings ordered and provided under any Order Schedule will be provided in a professional manner consistent with industry standards.  You must notify Behold of any technical support service or Product-related Service Offerings warranty deficiencies within 90 days from performance of the deficient technical support service or Product-related Service Offerings.
  • Except for actions for non-payment or breach of Behold’s proprietary rights, no action, regardless of form, arising out of or relating to the Master Agreement may be brought by either party more than two years after the cause of action has accrued.
  • BEHOLD DOES NOT GUARANTEE THAT THE PRODUCTS WILL PERFORM ERROR-FREE OR UNINTERRUPTED OR THAT BEHOLD WILL CORRECT ALL PRODUCT ERRORS.
  • FOR ANY BREACH OF THE ABOVE WARRANTIES, YOUR EXCLUSIVE REMEDY AND BEHOLD’S ENTIRE LIABILITY SHALL BE: (A) THE CORRECTION OF PRODUCT ERRORS THAT CAUSE BREACH OF THE WARRANTY; OR, IF BEHOLD CANNOT SUBSTANTIALLY CORRECT THE ERRORS OF THE APPLICABLE PRODUCT LICENSE IN A COMMERCIALLY REASONABLE MANNER, YOU MAY END YOUR PRODUCT LICENSE AND RECOVER THE FEES YOU PAID FOR THE PRODUCT LICENSE AND ANY UNUSED, PREPAID TECHNICAL SUPPORT FEES YOU HAVE PAID FOR THE PRODUCT LICENSE; OR (B) THE REPERFORMANCE OF THE DEFICIENT PRODUCT-RELATED SERVICE OFFERINGS; OR (C) IF BEHOLD CANNOT SUBSTANTIALLY CORRECT THE DEFICIENCY IN A COMMERCIALLY REASONABLE MANNER, YOU MAY END THE DEFICIENT PRODUCT-RELATED SERVICE OFFERINGS AND RECOVER THE FEES YOU PAID FOR THE DEFICIENT PRODUCT-RELATED SERVICE OFFERINGS. 
  • TO THE EXTENT NOT PROHIBITED BY LAW, THIS WARRANTY IS EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, INCLUDING WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
  • AS WITH ANY ARTIFICIAL INTELLIGENCE SYSTEM, NEITHER THE PRODUCTS NOR THE SERVICE OFFERINGS GUARANTEE IDENTIFICATION OF CLINICAL CONDITIONS WITH NO FALSE POSITIVES AND/OR FALSE NEGATIVES. THEY DO NOT REPLACE THE FUNCTION OF THE CLINICAL SPECIALIST AND DO NOT RELIEVE HIM/HER FROM RESPONSIBILITY TO THE ACCURACY OF HIS/HER DIAGNOSIS, BUT RATHER AUGMENTS THE CLINICAL SPECIALIST’S CAPABILITIES AND FACILITATES HIS/HER WORK AND ACCORDINGLY, SUCH CLINICAL SPECIALISTS ARE RESPONSIBLE AND REMAIN LIABLE FOR THE EXERCISE OF THEIR CLINICAL JUDGEMENT IN ANY INTERPRETATION OF THE PATIENT’S CONDITION.
  • NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR DATA USE. BEHOLD’S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THE MASTER AGREEMENT OR YOUR ORDER, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL BE LIMITED TO THE AMOUNT OF THE FEES PAID BY YOU FOR THE APPLICABLE PRODUCT AND/OR SERVICE OFFERING IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE CLAIM, IN RESPECT OF THE RELEVANT ORDER SCHEDULE GIVING RISE TO THE LIABILITY, AND IF SUCH DAMAGES RESULT FROM YOUR USE OF PRODUCTS OR SERVICE OFFERINGS, SUCH LIABILITY SHALL BE LIMITED TO THE FEES  PAID BY YOU FOR THE APPLICABLE PRODUCT AND/OR SERVICE OFFERING FOR THE DEFICIENT PRODUCT OR SERVICE OFFERINGS GIVING RISE TO THE LIABILITY. 

 

  1. AUDIT 
  • Upon 30 days written notice, Behold may audit Your use of the Products to ensure Your use of the Products is in compliance with the terms of the applicable order and the Master Agreement. Any such audit shall not unreasonably interfere with Your normal business operations.
  • You agree to cooperate with Behold’s audit and provide reasonable assistance and access to information reasonably requested by Behold. Such assistance shall include, but shall not be limited to, the running of Behold data measurement tools on Your servers and providing the resulting data to Behold.
  • The performance of the audit and non-public data obtained during the audit (including findings or reports that result from the audit) shall be subject to the provisions of section 17 (Confidentiality) of these General Terms.
  • If the audit identifies non-compliance You agree to remedy (which may include, without limitation, the payment of any fees for additional licenses for Products) such non-compliance within 30 days of written notification of that non-compliance. If You do not remedy the non-compliance, Behold can end: (a) Product-related Service Offerings (including technical support); (b) Product licenses ordered under this Order Schedule and related agreements; and/or (c) the Master Agreement.  You agree that Behold shall not be responsible for any of Your costs incurred in cooperating with the audit.

 

  1. ORDER LOGISTICS
  • Delivery and Installation

You are responsible for installation of the Products unless You purchase installation services from Behold for those Products.

  • Territory

The Programs shall be used in the country/countries specified in the relevant order.

  • Pricing, Invoicing and Payment Obligation

In entering into payment obligations under an order, You agree and acknowledge that You have not relied on the future availability of any Product or updates.  However, (a) if You order technical support, the preceding sentence does not relieve Behold of its obligation to provide such technical support under the Master Agreement, if and when available, in accordance with Behold’s then current technical support policies, and (b) the preceding sentence does not change the rights granted to You under an order and the Master Agreement.

  • Fees

All fees payable by You in connection with all Products and Service Offerings will be separately invoiced by Behold or a Behold authorized re-seller.

 

  1. INTELLECTUAL PROPERTY 
  • Behold or its licensors retain all ownership and Intellectual Property Rights to the Products and anything developed or delivered in connection with the Master Agreement.
  • Neither party shall acquire any right, title or interest in or to the Intellectual Property Rights of the other party or its licensors.
  • Behold acknowledges and agrees that all Intellectual Property Rights in Your IPR belong and shall belong to You, and Behold shall have no rights in or to Your IPR other than the right to use it in accordance with the terms of the Master Agreement. Upon written request by You, and at Your sole expense, Behold shall execute all documents and do all acts as You may reasonably require in order to assign, transfer and/or ensure the vesting of all Intellectual Property Rights in Your IPR to You.
  • You acknowledge and agree that all Intellectual Property Rights in the Behold IPR belong to Behold, and You shall have no rights in or to the Behold IPR, other than the right to use it in accordance with the terms of the Master Agreement. Upon written request by Behold and at the sole expense of Behold, You shall execute all documents and do all acts as Behold may reasonably require in order to assign, transfer and/or ensure the vesting of all Intellectual Property Rights in the Behold IPR to Behold.

 

  1. THIRD PARTY IPR INDEMNITY 
  • Subject to sections 14.2 to 14.7 inclusive below, if a third party makes a claim against You alleging that any information, design, specification, instruction, software, data, hardware, or material (collectively, “Material”) provided by Behold and used by You infringes the third party’s Intellectual Property Rights, Behold, at its sole cost and expense (including reasonable legal fees), will defend You against the claim and indemnify you from the damages, liabilities, costs and expenses awarded by the court to the third party claiming infringement or the settlement agreed to by Behold, provided You do the following:
  1. notifies Behold promptly in writing, not later than 10 days after You receive notice of the claim (or sooner if required by applicable law);
  2. gives Behold sole control of the defense and any settlement negotiations; and
  3. gives Behold all information, authority and assistance Behold reasonably needs to defend against or settle the claim.
  • If Behold believes or it is determined that any of the Material may have violated a third party’s intellectual property rights, Behold may choose to either modify the Material to be non-infringing (while substantially preserving its utility or functionality) or obtain a license to allow for continued use, or if these alternatives are not commercially reasonable, Behold may end the license for, and require return of, the applicable Material. If such return materially and adversely affects Behold’s ability to meet its obligations under the relevant order, then Behold may, at its option and upon 30 days prior written notice, terminate the relevant order.
  • Behold will not indemnify You if You alter Material or use it outside the scope of use identified in the Program Documentation or if You use a version of Material which has been superseded, if the infringement claim could have been avoided by using an unaltered current version of Material which was provided to You, or if You continue to use the applicable Material after the end of the license to use that Material. Behold will not indemnify You to the extent that an infringement claim is based upon any information, design, specification, instruction, software, data, or material not furnished by Behold.
  • Behold will not indemnify You for any portion of an infringement claim that is based upon the combination of any Material with any products or services not provided by Behold.
  • Behold will not indemnify You for infringement caused by Your actions against any third party if the Program(s) as delivered to You and used in accordance with the terms of the Master Agreement would not otherwise infringe any third-party intellectual property rights.
  • Behold will not indemnify You for any intellectual property infringement claim(s) known to You at the time license rights are obtained.
  • This section 14 provides Your exclusive remedy for any infringement claims or damages in connection with all intellectual property rights in connection with the Master Agreement.
  1. TERMINATION 
  • If either of us breaches a material term of the Master Agreement and fails to remedy the breach to the reasonable satisfaction of the non-breaching party within 45 days (or such other period agreed between You and Behold) of written notice of the breach, then the breaching party is in default and the non-breaching party may terminate the Master Agreement by giving at least one month’s notice.
  • If Behold terminates the Master Agreement as specified in section 15.1, You must pay within 30 days all amounts which have accrued prior to such termination, as well as all sums remaining unpaid for Products ordered and/or Service Offerings received under the Master Agreement plus related taxes and expenses.
  • You agree that if You are in default under the Master Agreement, You may not use those Products or Service Offerings ordered.
  • Provisions that survive termination or expiration of the Master Agreement for whatever reason are section 10 (Warranties, Disclaimers and Limitation of Liability), section 13 (Intellectual Property), section 14 (Third Party Indemnity), section 16 (Fees and Taxes), section 17 (Confidentiality), section 18 (Data) and section 23 (Governing Law and Jurisdiction).

 

  1. FEES AND TAXES; PRICING, INVOICING AND PAYMENT OBLIGATION 

All fees payable are due to Behold or a Behold authorized reseller (in accordance with such terms as You have entered into with the reseller from time to time). You agree to pay any sales, value-added or other similar taxes imposed by applicable law based on the Products and/or Service Offerings You ordered, except for taxes based on Behold’s income.

 

  1. CONFIDENTIALITY 
  • Under the Master Agreement, the parties may have access to information that is confidential to one another, including, but not limited to (i) all business, financial, commercially sensitive, operational, regulatory, technological, strategic or other information, processes or data of any kind; (ii) software, algorithms, source codes, process flows, development methodologies, database descriptions, processes, intellectual property and functionality descriptions relating to asset management and similar systems developed by or on behalf of Behold; (iii) all copies, notes and records and all related information generated by You based on or arising out of any such disclosure; and the nature and existence of the Master Agreement (“Confidential Information”). We each further agree to disclose only information that is required for the performance of the parties’ obligations under the Master Agreement.
  • A party’s Confidential Information shall not include information that: (a) is or becomes a part of the public domain through no act or omission of the other party; (b) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (c) is lawfully disclosed to the other party by a third party without restriction on the disclosure; or (d) is independently developed by the other party without use of any Confidential Information.
  • We each agree not to disclose each other’s Confidential Information to any third party other than those set forth in the following sentence for a period of five years from the date of the disclosing party’s disclosure of the Confidential Information to the receiving party. We may disclose Confidential Information only to those employees or agents or subcontractors who are required to protect it against unauthorized disclosure in a manner no less protective than under the Master Agreement. Nothing shall prevent either party from disclosing the terms or pricing under the Master Agreement or orders submitted under the Master Agreement in any legal proceeding arising from or in connection with the Master Agreement or disclosing the Confidential Information to a governmental entity as required by law.

 

  1. DATA
  • You acknowledge that Behold is continually improving and testing the Products and/or Service Offerings. You hereby grant Behold and its affiliates a non-exclusive, perpetual, irrevocable license to use, reproduce, distribute, display and modify any data you provide to Behold in connection with the Products and/or Service Offerings (“Data”) reasonably required in order to: (i) deliver the Products and/or Service Offerings to You; and (ii) modify, adjust, test, train or improve and any algorithms or methods used to offer, operate, test, or design the Products and/or Service Offerings.
  • Behold may aggregate Data with the data of other users where the identification of any particular user cannot be ascertained (“De-Identified Data“) and may use such De-Identified Data for benchmarking, product improvement, development of new products, or for any other lawful purpose.

 

  1. PRIVACY 
  • In order to operate and provide the Products and/or Service Offerings, Behold may collect certain information about You. Behold uses and protects that information in accordance with the Behold Privacy Policy, a current version of which can be found at https://behold.ai/privacy-policy
  • You and Behold may enter into supplemental arrangements from time to time in relation to data protection and privacy related matters, including, but not limited to an Business Associate agreement on such terms to be agreed between You and Behold.

 

  1. ENTIRE AGREEMENT 
  • You agree that the Master Agreement and the information which is incorporated into the Master Agreement by written reference (including reference to information contained in a URL or referenced policy), together with the applicable order, are the complete agreement for the Products and/or Service Offerings ordered by You and supersede all prior or contemporaneous agreements or representations, written or oral, regarding such Products and/or Service Offerings.
  • It is expressly agreed that the terms of the Master Agreement and any order shall supersede the terms in any purchase order, procurement internet portal or any other third party, non-Behold document and no terms included in any such purchase order, portal or other non-Behold document shall apply to the Products and/or Service Offerings ordered. In the event of inconsistencies between the terms of any Order Schedule and these General Terms, the applicable Order Schedule shall take precedence. In the event of any inconsistencies between the terms of an order and the Master Agreement, the order shall take precedence.  The Master Agreement and orders may not be modified and the rights and restrictions may not be altered or waived except in writing signed by authorized representatives of You and of Behold.  Any notice required under the Master Agreement shall be provided to the other party in writing, including be e-mail.

 

  1. EXPORT 

Export laws and regulations of the United States and any other relevant local export laws and regulations apply to the Products.  You agree that such export laws govern Your use of the Products (including technical data) and any Service Offerings deliverables provided under the Master Agreement, and You agree to comply with all such export laws and regulations (including “deemed export” and “deemed re-export” regulations).  You agree that no data, information, Product and/or materials resulting from Service Offerings (or direct product thereof) will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws including, without limitation, nuclear, chemical, or biological weapons proliferation, or development of missile technology.

 

 

  1. FORCE MAJEURE

Neither of us shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; pandemic, electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export, import or other license); other event outside the reasonable control of the obligated party.  We both will use reasonable efforts to mitigate the effect of a force majeure event.  If such event continues for more than 30 days, either of us may cancel unperformed Service Offerings and affected orders upon written notice.  This section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures or Your obligation to pay for Products and Service Offerings ordered or delivered.

 

  1. GOVERNING LAW AND JURISDICTION 

The Master Agreement is governed by the laws of the State of New York and You and Behold agree to submit to the exclusive jurisdiction of, and venue in, the courts in New York in any dispute arising out of or relating to the Master Agreement.

 

  1. NOTICE 

Any notice or communication required or permitted to be given under the Master Agreement will be in writing and, except as otherwise expressly provided in this Master Agreement, will be deemed given and effective: (i) when delivered personally; or (ii) when received if sent by email, overnight courier, or mail to the addresses as set forth at the beginning of the Agreement. For the purposes of notifying Behold by email, You will use the following address: legalnotices@behold.ai

 

  1. ASSIGNMENT 

You may not assign the Master Agreement or give or transfer the Products and/or any Service Offerings or an interest in them to another individual or entity.  If You grant a security interest in the Products and/or any Service Offerings deliverables, the secured party has no right to use or transfer the Products and/or any Service Offerings deliverables.

 

  1. OTHER 
  • Behold is an independent contractor and we agree that no partnership, joint venture, or agency relationship exists between us. We each will be responsible for paying our own employees, including employment related taxes and insurance.
  • If any term of the Master Agreement is found to be invalid or unenforceable, the remaining provisions will remain effective and such term shall be replaced with a term consistent with the purpose and intent of the Master Agreement.
  • Products and Service Offerings deliverables are not designed for or specifically intended for use in nuclear facilities or other hazardous applications. You agree that it is Your responsibility to ensure safe use of Products and Service Offerings deliverables in such applications.
  • Behold may refer to You as an Behold customer of the ordered Products and Service Offerings in sales presentations, marketing vehicles and activities.

 

 

SCHEDULE 1

 

MAINTENANCE SERVICES 

This Schedule (this “Maintenance Schedule”) is a Schedule to the General Terms entered into between the parties. Unless otherwise agreed between the parties, this Maintenance Schedule shall automatically co-terminate with the termination of the General Terms.

 

  1. DEFINITIONS
  • Capitalized terms used but not defined in this Maintenance Schedule have the meanings set forth in the General Terms.

 

  1. SUPPORT SERVICES 

2.1  Behold will provide You with phone support 24×7, including holidays.

2.2  Behold will provide all telephone or web-based technical support, error corrections, fixes, updates, and new releases to the Products in a professional manner by qualified and knowledgeable personnel and include commercially reasonable efforts to perform the following:

2.2.1           Diagnose and troubleshoot problems with the Product(s) reported by a reseller;

2.2.2           When practicable, provide a workaround solution until a permanent resolution is defined; and

2.2.3           Provide advice and answers to questions and problems through telephone, email, and provided ticketing systems.

2.3  Any written, electronic, or oral communication that alleges deficiencies related to the identity, quality, durability, reliability, safety, effectiveness, or performance of a device after it is released for distribution received by Behold via telephone will be acknowledged within one (1) hour and worked on a first in, first out by priority basis and use its reasonable endeavours to deliver expected actions as set out in the table below.

 

Priority Description Supplier Response Targeted Resolution Goals
Emergency/Critical • Software application down, with complete loss of core organizational or business process;

• Performance issues that stop workflow of core organizational or business process such that work cannot continue.

• Behold troubleshoots the case within 1 hour of notification and engages experts labour as required. 4 Hours
High • Loss of critical functionality with impact on organizational or business process (but does not rise to the level of Emergency/Critical Priority), with no available customer workaround

• Issue impairs daily business, but does not completely stop business

• Behold troubleshoots the case within 1 hour of notification and engages experts as required. 8 Hours
Medium • Procedural issues

• Questions

• Inconveniences

• Issue that is not preventing working with the application

• Behold engineer troubleshoots the case within 1 hour of notification and engages experts as required. 1 Business Day
Low • Minimal impact to functionality

• Minimal impact to user workflow

• Aesthetics

• Customer requests training or an enhancement

• Behold troubleshoots the case within 1 hour of notification and engages experts as required. 5 Business Days