These Terms and Conditions (these “Terms”) are made between Cadonix Ltd (“Cadonix”) and the user (“User”) of Cadonix’s software and hardware products and related services (collectively, the “Products”), including those available at and other websites operated by Cadonix or any of its connected group companies or affiliates (the “Sites”). These Terms become effective when the User clicks to accept them, or otherwise indicates acceptance through a click-through or other electronic acceptance mechanism, prior to receiving access to or delivery of the applicable Products.

Alternatively, the User may accept these Terms when the User and Cadonix execute an order form or other purchasing or licensing documentation referencing these Terms (each, an “Order Form”). In the event of any conflict or inconsistency between these Terms and an Order Form, these Terms will prevail, unless the Order form expressly identifies the term(s) it is intended to supersede or modify.

By accepting these Terms, the User represents and warrants that: (1) if the User is an individual, the User is of legal age and legal capacity to enter into a binding agreement under the laws of the jurisdiction in which the User resides; or (2) if the User is a corporation, company, partnership, or other legal entity, the individual accepting these Terms on the User’s behalf represents and warrants that he or she is of legal age, legal capacity, and duly authorized to act on behalf of, and to legally bind, such entity as the User under the Agreement. If the User does not satisfy the applicable requirements above, the User must not accept these Terms or access or use any Products.

Please read these Terms carefully. These Terms, together with the attached Schedule(s), the Cadonix Acceptable Use Policy (located at ), the Cadonix Privacy Policy (located at ), and Data Processing Addendum (located at ) (each an “Appendix”), and any Order Form(s) constitute a legally binding agreement (collectively, the “Agreement”). Cadonix may from time to time make changes to these Terms or any Appendix without the User’s consent, provided that such changes do not materially affect the nature or scope of the Products, or the fees or any performance dates applicable to the User’s subscription. The date that these Terms and each Appendix were last updated is shown at the top of the page for such terms and conditions. All changes are effective immediately once posted. Any changes to the dispute resolution provisions will not apply to any disputes for which the parties have actual notice on or before the date the change is posted. The User’s continued use of the Products following the posting of revised Terms and each Appendix means that the User accepts and agrees to the changes.

The Agreement supersedes all prior or contemporaneous understandings, agreements, negotiations, representations, warranties, and communications about the Products, both written and oral. The parties agree that any term or condition stated in a User request for proposal, purchase order, or in any other User order documentation is void.

Products.

Provision of Products. Subject to the User’s compliance with the Agreement, Cadonix will provide the Products to the User during the Subscription Term as described in this Agreement. Unless otherwise specified by Cadonix at the time of purchase (e.g., in an applicable Order Form), software Products are provided to the User via access to the Cadonix cloud–hosted software-as-a-service (“SaaS”) platform and related online services as described in this Agreement. For Products deployed on the User’s premises, Cadonix will specify the delivery model, licence terms, and any additional obligations of the User at the time of purchase. Cadonix may use subcontractors and other third-party providers in connection with the performance of its activities under the Agreement as it deems appropriate, provided that it remains responsible for the performance of any such subcontractors or third-party providers. Cadonix reserves the right, in its sole discretion, to discontinue any Product (including any feature or functionality of any Product, and including any AI Feature) or make any changes to the Products that it deems necessary or useful to: (A) maintain or enhance: (1) the quality or delivery of the Products; (2) the competitive strength of or market for the Products; or (3) the Products’ cost efficiency or performance; or (B) comply with applicable law. Without limiting the foregoing, Cadonix may at any time and without prior notice modify, retrain, update, degrade, or discontinue any AI Feature, and Cadonix will have no obligation to maintain the performance, accuracy, availability, or consistency of any AI Feature at any particular level.

Evaluation Versions. From time to time, Cadonix may offer versions of the Products on a beta testing, demonstration, or evaluation basis (“Evaluation Versions”). Evaluation Versions are offered at Cadonix’s sole discretion. Evaluation Versions are not commercial or production versions, are not guaranteed to work properly, and may cause other parts of the User’s system, or any products with which the Evaluation Version interacts, to not work properly. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, THE USER ASSUMES ANY AND ALL RISKS ASSOCIATED WITH EVALUATION VERSIONS, INCLUDING AS TO DATA PRIVACY AND SECURITY. Cadonix may extend or discontinue the User’s existing access to an Evaluation Version at any time without notice. Cadonix may (at its option) require the User to enter into a separate evaluation agreement in order to use or receive access to an Evaluation Version. Nothing in this section will be construed to confer any ownership or other proprietary rights to the User in any Evaluation Versions.

AI Features. Certain Products offer AI Features. For the purposes of these Terms, “AI Features” means any artificial intelligence, machine learning, or similar capability made available in connection with the Products, including any feature that uses statistical, probabilistic, or algorithmic methods to process data or content. For the avoidance of doubt, Cadonix may, in its sole discretion, designate any feature or functionality of the Products as an AI Feature.

Software Licencing.

Subscription Term; Definition. A “Subscription Term” means the Product license term specified by Cadonix at the time of purchase, or if no such term is specified, one (1) year from the date the User first accesses or uses the applicable Product.

Grant of Access.

During the Subscription Term for a software Product and subject to the User’s compliance with the terms and conditions of the Agreement, Cadonix grants to the User, solely for the User’s internal business operations, a limited, non-exclusive, non-sublicencable, revocable, non-transferable right and licence to: (A) access and use the software Products; (B) use, reproduce, and distribute internally a reasonable number of copies of the documentation provided to the User or otherwise made available in connection with the Products (“Documentation”); and (C) permit third-party contractors performing services on the User’s behalf to access and use the software Products and Documentation in accordance with the terms and conditions of the Agreement, provided that such use must be solely for the benefit of the User and the User is responsible for all acts and omissions of such third parties.

The licence to a software Product provided in this section will be effective for the duration of the Subscription Term, unless earlier terminated in accordance with the Agreement.

Cadonix will supply the User with (or provide the User the ability to create) usernames and passwords that will permit the User’s employees and third-party contractors (“End Users”) to access the software Products.

The User’s license and access rights are further controlled by the license type selected and paid for by the User, where: “Affiliate” means any entity that directly or indirectly (through one or more intermediaries) controls, is controlled by, or is under common control with a party; “control” means either the power to direct the management or affairs of the entity or ownership of 50% or more of the voting securities of the entity; and “Floating-Use Basis” means the total number of concurrent users may not exceed the number of floating seats purchased.

Available license types for software Products are:

An Enterprise Floating License permits End Users from the User and its Affiliates to access the software Product worldwide on a Floating-Use Basis.

A Global Floating License permits End Users from the User to access the software Product worldwide on a Floating-Use Basis.

A Continental Floating License permits End Users from the user to access the software Product within a defined geographic region or continent (e.g., North America, Europe, Asia-Pacific). Access from outside the licensed region is prohibited.

A Country Floating License permits End Users from the User to access the software Product within a single specified country. Access from outside the licensed country is prohibited.

Licence Keys. For Products in which a licence key is necessary for access, access to the Products will be deemed delivered to the User upon Cadonix making available to the User the applicable access protocols. The User understands and agrees that such protocols are required to enable the Products and that such protocols are valid only during the Subscription Term.

User Registration.

To access certain Products or resources Cadonix offers, the User may be asked to provide certain registration details or other information and/or Cadonix may collect certain information during the registration process, such as the User’s IP address. It is a condition of the User’s use of those Products or resources that all the information provided is correct, current, and complete. If the User registers an account (“User Account”), the User must keep all information up to date at all times. The User acknowledges and agrees that the User is only entitled to one account per person. Duplicate accounts may be removed without further notice. All information provided to or collected by Cadonix for purposes of registering for a User Account or otherwise, including, but not limited to, through the use of any interactive features on the Sites, is governed by the Cadonix Privacy Policy, and the User consents to all actions Cadonix takes with respect to the User’s information consistent with it.

The User is responsible for identifying and authenticating its End Users, for approving access by such End Users to the Products, for controlling against unauthorised access by such End Users, and for maintaining the confidentiality of login credentials and account information. It is the User’s responsibility to keep this information secret and confidential and not to disclose it to any other person or third-party. Cadonix is not liable for any harm caused by access to the Products through any User Account. The User will be responsible for all uses of, and activity through, the User Account(s).

If the User believes that the User’s login credentials may have been compromised, or the User otherwise becomes aware of any unauthorised access to or use of any login credentials or any other breach of security, then the User must immediately notify Cadonix using the contact details set out in the Agreement and, as soon as possible, log in to the User Account(s) and change the affected information.

Cadonix reserves the right to disable any login credentials, whether chosen by the User or provided by Cadonix, at any time in Cadonix’s sole discretion for any or no reason, including if, in Cadonix’s opinion, the User or any of its End Users have failed to comply with any provision of the Agreement and/or if Cadonix considers that the User is using the Products to access unauthorised content or infringe in any manner Cadonix’s rights, the rights of another person, or if Cadonix believes that there may be a security risk.

Third-Party Products. The Products and Sites may contain links to third-party websites, or otherwise access or use products and services, including social media features (“Third-Party Products”). The User’s access to or use of the Third-Party Products is at the User’s own risk and may be subject to additional terms and conditions. Cadonix expressly disclaims all liability or responsibility with respect to the Third-Party Products and may disable links to all or any of the same at any time without notice in Cadonix’s sole discretion.

Safeguarding Software Products.

Cadonix will use commercially reasonable administrative, physical, and technical safeguards to protect the Product and User Data.

The User understands that no system is perfectly secure and that Cadonix does not guarantee uninterrupted availability. Cadonix may perform scheduled or emergency maintenance, during which access to the Product may be temporarily unavailable. Backups are maintained for disaster-recovery purposes only, and Cadonix does not guarantee that all data can be restored in every circumstance.

Hardware Sales.

Shipment and Delivery Terms. Cadonix will ship hardware Products EXW Cadonix’s warehouse (Incoterms 2020), and Cadonix will select the carrier. Any delivery date provided by Cadonix is an estimate only, and Cadonix will have no liability for any delay in delivery (howsoever caused), including any costs incurred by the User in connection with any such delay. Time for delivery will not be of the essence. Cadonix will package hardware products in accordance with Cadonix’s applicable packaging procedures and practices.

Security Interest. Cadonix retains a security interest in the hardware Products delivered to the User, and in the proceeds of any resale of such hardware, until Cadonix’s invoices for such hardware have been paid in full, as follows:

For Users whose principal place of business is in North America, Cadonix retains a purchase money security interest (within the meaning of the applicable Uniform Commercial Code) in such hardware Products and their resale proceeds until paid in full, and the User authorizes Cadonix to file such financing statements and take such other actions as may be necessary to perfect such interest; and

For all other Users, title to and ownership of such hardware Products will not pass to the User until Cadonix has received payment in full (in cleared funds) of all invoices for such hardware, and until such payment the User will hold the hardware Products as bailee for Cadonix, store them separately, and not resell them other than in the ordinary course of business (in which case Cadonix’s interest attaches to the resale proceeds).

Partial Shipments. Cadonix may ship hardware Products in partial or full shipments, at Cadonix’s sole discretion.

Failure to Accept Delivery. If the User fails to accept delivery of hardware Products, Cadonix may: (i) store the hardware at the User’s risk and expense and charge the User reasonable storage costs; and/or (ii) sell the hardware at the best price readily obtainable and charge the User for any shortfall plus reasonable costs of sale.

Inspection and Acceptance. The User is responsible for inspecting all hardware Products upon receipt and notifying Cadonix in writing of any visible damage, shortage, or non-conformity within five (5) business days after delivery. Failure to provide such notice within this period will constitute acceptance of the hardware.

Returns. Hardware Products may only be returned with Cadonix’s prior written authorization. The User is responsible for all shipping and handling charges on returned hardware. The User bears the risk of loss during return shipment and is responsible for: (i) appropriately packaging the returned hardware; (ii) insuring the return shipment against loss or damage; and (iii) selecting a carrier that provides proof of delivery. Repaired or replaced hardware will be returned to the User under the same shipment terms (EXW Cadonix’s warehouse, Incoterms 2020), and the User remains responsible for all associated redelivery charges. If the User fails to pay invoiced redelivery charges within three (3) months following notification that repair or replacement is complete, such hardware will be deemed Cadonix’s property and Cadonix will be released from any further obligation to return it to the User.

Product Maintenance & Support.

If applicable, Cadonix will meet all Product maintenance and support obligations as set forth in Schedule 1 to these Terms.

From time to time, Cadonix may automatically update the Products to improve performance, enhance functionality, reflect changes to the Products, or address security issues, including by modifying, retraining, or updating any AI models or algorithms underlying any AI Feature. Alternatively, Cadonix may ask the User to update the Products for these reasons. If the User chooses not to implement such updates or if the User opts out of automatic updates, the Products (including any AI Feature) may not operate as intended. Cadonix may, in its sole discretion, restrict the User from continuing to use the outdated Products. Any modification, retraining, or update of an AI model or algorithm will not constitute a material change to the Products for the purposes of this Agreement.

Fees, Payments, and Taxes.

Price Information. Cadonix may provide the User with access to all then-current prices for Products available for purchase at https://www.cadonix.com/pricing (“Pricing Page”), which may also include applicable definitions, descriptions, tiers, usage limits, and other information applicable to Cadonix’s Product types, levels, and subscription offerings. Changes to the Pricing Page are effective immediately once posted for any Products offered and purchased after such post.

Fees; Expenses. For paid Products, the User will pay Cadonix the fees for the Products as specified by Cadonix at the time of purchase or as set forth in Cadonix’s then-current pricing. Unless otherwise specified at the time of purchase, subscription fees are billed in advance on an annual basis. Cadonix may increase fees by providing written notice at least sixty (60) days prior to the expiration of the then-current Subscription Term. Upon renewal of the Subscription Term, fees will be charged at the pricing applicable to the User’s then-current subscription level at the time of renewal. The User will reimburse Cadonix for out-of-pocket expenses incurred by Cadonix in connection with providing the Products.

Payment. Unless otherwise specified at the time of purchase, all invoices will be paid in the currency specified at the time of purchase and are due within thirty (30) days after the date of the invoice. Payments will be made without right of set-off or chargeback. The User will pay all amounts due under the Agreement to Cadonix via the payment method selected by the User (e.g., by credit card or automated debit (including ACH or such other bank account debit methods as Cadonix may designate)); otherwise, as set forth in the invoices or otherwise designated by Cadonix. The User is responsible for ensuring that all payment information provided to Cadonix, including credit card details and bank account information, is accurate, complete, and up to date at all times, and must promptly update such information in the event of any change. Cadonix may automatically charge the User’s designated payment method for all fees due under the Agreement. Any amount not paid when due may be subject to interest at the rate of one and one half percent (1.5%) per month or the maximum rate permitted by law, whichever is less, determined and compounded on a daily basis from the date due until the date paid. Failure to pay any amount when due will constitute a material breach of the Agreement and, without prejudice to Cadonix’s other rights and remedies, will entitle Cadonix to accelerate all remaining fees for the balance of the then-current Subscription Term, which will become immediately due and payable.

Usage and Overage. If the User’s usage of the Products at any time exceeds the applicable use limits for the User’s then-current subscription level, Cadonix will automatically step up the User’s subscription to the next applicable subscription level sufficient to accommodate such excess usage. The User will be billed on a pro-rated basis for the difference between the fees applicable to the prior subscription level and the fees applicable to the stepped-up subscription level for the remainder of the then-current billing period. Any such step-up will take effect as of the date on which the applicable use limits were first exceeded. A step-up in subscription level pursuant to this Section will constitute the User’s then-current subscription level for all purposes under the Agreement, including for purposes of any subsequent renewal of the Subscription Term.

Taxes. All amounts payable by the User to Cadonix under the Agreement are exclusive of any tax, levy, or other similar governmental charge that may be assessed by any jurisdiction (“Taxes”). The User will pay such Taxes, whether based on gross revenue, the receipt, access or use of the Products, the execution or performance of the Agreement or otherwise, and including without limitation all goods and services tax, sales tax, excise duty, import or export levy, value added tax, governmental permit fees, licence fees and customs; provided, however, that the User will have no liability for any net income, net worth, or franchise taxes assessed on Cadonix by the United Kingdom or any jurisdiction. If, as a result of any tax or levy, the User is required to withhold any amount on any payment to Cadonix, then the amount of the payment to Cadonix will be automatically increased to totally offset such tax, so that the amount actually remitted to Cadonix, net of all Taxes, equals the amount invoiced or otherwise due. The User will promptly furnish Cadonix with the official receipt of payment of these Taxes to the appropriate taxing authority. If the User is tax exempt, the User will provide Cadonix with a certificate of exemption acceptable to the taxing authority.

Additional User Responsibilities.

User Cooperation. The User will provide Cadonix with all cooperation, materials, information, access, and support which Cadonix deems to be reasonably required to allow Cadonix to successfully provide the Products. The User understands and agrees that Cadonix’s obligation to provide the Products is expressly conditioned upon the User providing such cooperation, materials, information, access, and support. In addition, the User is responsible for: (A) making all arrangements necessary for the User and its End Users to have access to and use the Products, including obtaining all necessary licences and consents and complying with all applicable laws; and (B) ensuring that all persons who access the Products through the User’s internet connection and systems are aware of the Agreement and comply with it.

Protection Against Unauthorised Use. The User will promptly notify Cadonix of any unauthorised use, reproduction, or distribution of the Products or Documentation of which it becomes aware. In the event of any unauthorised use, reproduction, or distribution by any of the End Users, the User will use commercially reasonable efforts to terminate any such unauthorised use and to retrieve any unauthorised copy of the Products or Documentation in the possession or control of the person or entity engaging in such unauthorised use. Cadonix may, at its option and expense, participate in any such proceeding and, in such an event, the User will provide such authority, information, and assistance related to such proceeding as Cadonix may reasonably request.

User Compliance. The User will abide by all applicable local, national, and international laws and regulations in connection with the User’s (and its End Users’) use of the Products, including those related to taxes, data privacy, and the transmission of technical or personal data. The User will comply, and will ensure its End Users comply, with all applicable U.S. and non-U.S. export control and trade sanctions laws and regulations (“Export Laws”). The User will not, and will ensure its End Users do not, directly or indirectly, export, re-export, provide, or otherwise transfer any Product: (A) to any individual, entity, territory, or country prohibited by Export Laws or Cadonix’s export control policies; (B) to anyone on any Export Laws restricted parties list; or (C) for any purpose prohibited by Export Laws, including nuclear, chemical, or biological weapons or missile technology applications, without required government and Cadonix authorizations. The User will not, and will ensure its End Users do not, directly or indirectly, upload, submit, transmit, or otherwise use the Products in connection with any data or technical information that is controlled, restricted, or regulated under the export control or sanctions laws or regulations of any jurisdiction, including the U.S. International Traffic in Arms Regulations (ITAR), the U.S. Export Administration Regulations (EAR), the UK Export Control Act 2002, EU Dual-Use Regulation (EU 2021/821), or any equivalent regime (collectively, “Export-Controlled Data”). The User is solely responsible for determining whether any User Data constitutes Export-Controlled Data, and Export-Controlled Data is prohibited in connection with User’s use of the Products regardless of the User’s own export licenses or authorizations. Any breach of this section will be deemed a material breach of the Agreement. Cadonix assumes no obligation to obtain export licenses or approvals on behalf of the User, is not liable if such licenses or approvals are denied by public authorities or any third party, and will not be liable for any failure to obtain export authorizations. The User hereby waives any and all claims against Cadonix for damages of any nature arising from any such denial or failure.

Term; Termination.

Renewal. Unless earlier terminated in accordance with this Section 7, upon the expiration of the Subscription Term, the Agreement will automatically renew for successive terms equal to the initial Subscription Term (or one (1) year, whichever is shorter), at the User’s then-current subscription level. The terms and conditions of the Agreement will remain in full force and effect throughout the duration of the extended Subscription Term.

Termination.

Method of Notice. The User may notify Cadonix of its intent to terminate a Subscription Term by using any method Cadonix may provide to the User through the Products–for example, in any user portal for the Products– or by notifying Cadonix at info@cadonix.com.

Termination Rights. Either the User or Cadonix may, upon written notice to the other party, terminate the Agreement (in whole or in part) in the event of a material breach by the other party, which, to the extent curable, such other party fails to cure within thirty (30) days after receiving written notice from the non-breaching party. Notwithstanding the foregoing, Cadonix will have the right to terminate the Agreement immediately upon written notice (email to suffice) in the event of any breach by the User of Sections 5 (Fees, Payments, and Taxes) or 6 (Additional User Responsibilities) above.

Suspension. Except as provided in this Agreement, Cadonix may suspend, restrict, or terminate any access to, or availability of, some parts of a particular Product or all Products generally, and will not be liable if for any reason all or any part of the Products (including any AI Feature) are unavailable at any time or for any period.

Cadonix may suspend access to the Product as necessary to address security risks, maintain system integrity, comply with law, or address the User’s non-payment or misuse. Except where prohibited by law or impracticable due to urgency, Cadonix will use reasonable efforts to provide notice of any such suspension.

In the event of any such suspension, Cadonix will promptly restore access to the Products to the User as soon as the event giving rise to the suspension has been resolved to Cadonix’s satisfaction.

Effect of Termination or Expiration. Upon expiration or termination of the Subscription Term or the Agreement, for any reason, the User will promptly cease the use of the Products and Documentation and, at Cadonix’s absolute discretion, the User must destroy (and certify to Cadonix in writing the fact of such destruction) or return to Cadonix all Cadonix materials, including any copies of the Products and/or the results thereof, then in the User’s possession or under the User’s control.

Survival. The following sections will survive any termination or expiration of the Agreement: Section 5 (Fees, Payments, and Taxes), Section 7.d (Effect of Termination or Expiration), Section 7.e (Survival), Section 8 (Data Use), Section 9 (Ownership), Section 10 (Confidentiality), Section 11.d (Disclaimer), Section 12 (Indemnity), Section 13 (Limitations of Liability), and Section 14 (Miscellaneous).

Data Use.

Definition of User Data. “User Data” means any content, data, or material the User inputs and processes using the Products.

Risk of Loss of User Data. Except as expressly described in the Agreement, Cadonix will not be liable or responsible for the deletion, correction, destruction, damage, loss, or failure to store any User Data.

License to User Data. With respect to any and all User Data, whether provided by or on behalf of the User directly, or collected or accessed by Cadonix or by any third party at the direction or on behalf of the User, the User grants to Cadonix, its Affiliates, and their respective service providers, both during and after the term of the Agreement, the non-exclusive, perpetual, irrevocable, worldwide, royalty-free right and licence to use User Data (i) in the manner indicated by the User to perform under the Agreement; and (ii) on an aggregated and anonymised basis (for these purposes, “anonymised” means processed in such a manner that the data cannot reasonably be used to identify the User or any individual End User), to improve Cadonix’s products and services and for any other lawful purpose, including without limitation to train, fine-tune, develop, and improve AI models, algorithms, and AI Features, whether for the Products or for Cadonix’s general business purposes, in each case except with respect to User Data in Training-Exempt Projects or Projects created during a beta or evaluation period, which are governed by the “Project Data” section below. The User represents and warrants that any such use of User Data by or on behalf of Cadonix will not violate any law, rule, or regulation, or violate or infringe the rights of the User or any third party.

Data Protection Compliance. The foregoing licence is at all times subject to, and will not override, any rights of data subjects under applicable data protection law, including the UK General Data Protection Regulation and the EU General Data Protection Regulation (collectively, “Data Protection Law“).

AI Model Training. Cadonix has no obligation to disclose the specific methods, models, or architecture by which AI Features process User Data, except to the extent required by applicable law. Cadonix may commit to exclude certain uses of the Products by User from Cadonix’s AI model training, where Cadonix specifies such commitments at the time of purchase, including through Training-Exempt Projects and the beta Project protections described in the “Project Data” section. Except as so specified, and subject to the User’s selected subscription tier, the User acknowledges and agrees that it has no right to opt out of the use of anonymised or aggregated data derived from User Data for AI model training or improvement purposes.

Project Data. Certain Products provide the User with the option to create discrete workspaces called “Projects.”

Training-Exempt Projects. The User’s subscription may include a certain number of Project workspaces where User Data is exempt from aggregation, anonymization and AI model training that improves Cadonix’s Products. Training-exempt Projects may be designated as “Training-Exempt,” “Private,” “Closed,” or other similar designation. Cadonix enables the User to apply such designation up to the User’s allotted number of training-exempt Projects.

Training-Permitted Projects. Unless a Project is AI training-exempt as described by the preceding section, the User’s Project data is subject to aggregation and anonymization for AI model training or Product improvement purposes.

Beta Projects. Any Project or User Data created or first submitted during a beta or evaluation period will remain exempt from aggregation, anonymization, and AI model training after the User transitions to a paid subscription, regardless of the User’s subscription tier. If the User selects a subscription tier that permits AI model training, such training will apply only to new Projects created under the paid subscription. Projects created during the beta or evaluation period will not carry over into any training-permitted Project workspace.

AI Outputs. All outputs, content, and results generated by any AI Feature using User Data (collectively, “AI Outputs”) will be deemed User Data for all purposes under the Agreement, and User will own all rights, title, and interest in and to all AI Outputs, including all Intellectual Property Rights therein. For the avoidance of doubt, the User’s ownership of AI Outputs is subject to the limitations of applicable intellectual property law, and the User acknowledges that outputs generated by artificial intelligence may not be eligible for copyright or other intellectual property protection in all jurisdictions. Cadonix makes no representation or warranty that any AI Output is protectable or non-infringing. Cadonix will not be responsible for any AI Output that reproduces, resembles or is alleged to infringe any third-party content, and the User assumes all risk of third-party intellectual property claims arising from the User’s use of AI Outputs.

Resultant Data. Cadonix may collect data and other information related to the User’s and its End Users’ use of the Products (“Resultant Data”) and use the Resultant Data in an aggregated and anonymised manner, including to compile statistical and performance information related to the provision and operation of the Products. For the avoidance of doubt, Resultant Data does not constitute User Data and will not include the User’s proprietary designs, schematics, or other technical content.

Feedback. The User may, but is not obligated to, provide Cadonix with certain feedback, suggestions, comments, ideas, or other concepts relating to the Products (collectively, “Feedback”). By providing Feedback, the User (i) represents and warrants that it has the right to disclose the Feedback and that the Feedback does not contain the confidential or proprietary information of the User or any third party or violate any third-party rights, and (ii) irrevocably grants Cadonix a paid-up, royalty-free, perpetual, irrevocable, worldwide, sublicensable and transferable right and licence to use, modify, prepare derivative works from, publish, distribute, and otherwise freely exploit the Feedback, in each case by any means and in any manner now known or hereafter invented, without any remuneration due to the User, and including without limitation the right to use Feedback to train, fine-tune, develop, and improve AI models, algorithms, and AI Features without restriction, compensation, or attribution. For the avoidance of doubt, Feedback does not constitute User Data or confidential information of the User. Nothing in the Agreement will be deemed to prohibit Cadonix from using for any purpose any general knowledge, skills, techniques, or methods it learns in the course of providing the Products to the User.

Retrieval and Retention of User Data. Upon request by the User made within ninety (90) days after the effective date of termination or expiration of this Agreement, Cadonix will make identifiable User Data available to the User for export or download. After such ninety (90) day period, Cadonix will have no obligation to maintain or provide such User Data and any and all copies of the User Data in Cadonix’s systems or otherwise in its possession or control may thereafter be deleted or destroyed, unless legally prohibited or to the extent such data has been anonymised or aggregated in accordance with this Section.

Ownership.

Products; Derivatives. As between Cadonix and the User, Cadonix is the owner of all intellectual property rights in the Products, including patents, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names, rights in domain names, rights in get-up and trade dress, goodwill, rights in designs, rights in computer software, database rights, rights to use and protect the confidentiality of confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered (collectively, “Intellectual Property Rights”). Cadonix retains all ownership and Intellectual Property Rights in and to the Products, Resultant Data, and Documentation. In the course of providing the Products, Cadonix may create derivative works of the Products and Documentation, including new software, features, functionalities or other works of authorship (collectively, “Derivatives”). Cadonix will own all rights, title and interests in and to all Derivatives, including all Intellectual Property Rights therein. Without limiting the foregoing, all AI models, algorithms, training data (excluding identifiable User Data), weights, and parameters are Derivatives and will remain the sole and exclusive property of Cadonix, including all Intellectual Property Rights therein, and the User will have no ownership interest in any of the foregoing.

Cadonix Trademarks. All Cadonix trademarks, trade names, logos (collectively, “Marks”) and notices present or displayed on or in connection with the Products or Documentation will be preserved and not modified, obstructed, or obliterated. The User will not use any Marks without Cadonix’s express written authorisation.

No Other Rights Granted. For the avoidance of doubt, the User is not obtaining any Intellectual Property Rights in or to any products, services, or materials provided by Cadonix to the User, other than the limited rights to use the Products and Documentation specifically granted in the Agreement.

Confidentiality.

Definition. “Confidential Information” means all non-public, confidential, or proprietary information or materials of Cadonix, including but not limited to anything provided by Cadonix in connection with any professional or support services provided hereunder and other information by or on behalf of Cadonix which by its nature can be reasonably expected to be proprietary and confidential, whether it is presented in oral, printed, written, graphic, or photographic or other tangible form (including information received, stored, or transmitted electronically) even though specific designation as Confidential Information has not been made.

Obligations. The User will not use Confidential Information other than as necessary to exercise its rights or carry out its duties under the Agreement, nor disclose any Confidential Information to third parties without Cadonix’s prior written consent. The User will give notice to Cadonix immediately after learning of or having reason to suspect a breach of any of the restrictions or obligations set forth in this section.

Exclusions. The foregoing obligations will not apply to information that: (i) has entered the public domain except where such entry is the result of the User’s breach of the Agreement; (ii) prior to disclosure hereunder was already in the User’s possession without restriction; or (iii) subsequent to disclosure hereunder is obtained by the User on a non-confidential basis from a third party who has the right to disclose such information. The User acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure, Cadonix will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.

Publicity. Cadonix will have the right to use the User’s trademarks in Cadonix advertising and promotional materials for the purpose of indicating that the User is a user and/or customer (as applicable) of Cadonix’s products and services.

Representations and Warranties.

By the User. The User represents and warrants that (i) the User owns or otherwise has and will maintain the necessary rights and consents in and relating to the User Data so that, as received, accessed, and/or processed by Cadonix in accordance with the Agreement, the User Data do not and will not infringe, misappropriate, or otherwise violate any intellectual property, privacy, or other rights of the User or any third party or violate any applicable law; and (ii) it has all of the rights, licences, authorisations, consents, and other approvals necessary to allow Cadonix to integrate or interface the Products with any User system or any third-party product, service, or system.

General Product Warranty. Excluding the Sites and any AI Features, Cadonix represents and warrants that it will provide the Products in all material respects in accordance with the Agreement and the applicable Documentation therefor. The User’s exclusive remedy and Cadonix’s sole obligation for any failure of the Products to conform in all material respects to the Documentation will be for Cadonix to use its commercially reasonable efforts to correct such non-conformance. Such warranties do not apply to any defect resulting from: (i) misuse; (ii) casualty loss; (iii) use or combination of the Products with any products, goods, services, or other items furnished by anyone other than Cadonix; or (iv) any modification not made by or for Cadonix, or any use of the Products by the User in violation of the terms of the Agreement. For the avoidance of doubt, AI Outputs are not subject to the warranty set forth in this Section, and any descriptions of AI Features in the Documentation are for informational purposes only and do not constitute warranties or binding commitments as to the performance, accuracy, or reliability of any AI Feature.

Hardware Product Warranties.

Cadonix Hardware. Cadonix warrants that Cadonix-supplied controllers and electronic display (or monitor) stands provided in connection with the Products will be free from material defects in materials and workmanship for a period of one (1) year from the date of delivery to the User (the “Hardware Warranty Period”). If the User gives Cadonix written notice during the Hardware Warranty Period that the hardware does not conform to this warranty, the User will ship the allegedly defective hardware to Cadonix, at the User’s cost, for Cadonix’s inspection. If Cadonix determines that the hardware is defective, Cadonix will, at Cadonix’s option and expense: (A) repair the defective hardware; (B) replace the defective hardware; or (C) refund the portion of the price paid by the User for the defective hardware. These remedies are the User’s sole and exclusive remedies for breach of this warranty, and in no event will Cadonix’s liability under this warranty exceed the invoiced value of the hardware in question. This warranty does not apply to any defect resulting from: (1) misuse, neglect, accident, or abnormal conditions of operation; (2) unauthorised modification or repair; (3) use of the hardware in combination with products, goods, or equipment not provided by Cadonix; (4) normal wear and tear; (5) the User making further use of the hardware after giving Cadonix written notice of a defect; (6) the User’s failure to ship the defective hardware to Cadonix within five (5) business days of its written notification of a warranty claim; or (7) the User’s failure to notify Cadonix of any defect within five (5) business days of discovery. This warranty is personal to the User and may not be assigned. No party other than the User may exercise the remedies set forth in this Section.

Third-Party Hardware. Electronic display units supplied in connection with the Products are sourced from a third-party manufacturer and shipped by an Affiliate of Cadonix. Cadonix does not manufacture electronic displays, monitors, or television units and makes no warranty of any kind, whether express, implied, statutory or otherwise, with respect to any electronic displays. The User’s sole warranty for any electronic display is the applicable manufacturer’s warranty, which Cadonix hereby passes through to the User to the extent permitted by the manufacturer’s warranty terms. Cadonix will use commercially reasonable efforts to assist the User in making any warranty claim directly with the manufacturer, but Cadonix will have no liability whatsoever for any defect in, or failure of, any electronic display.

Disclaimer.

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 11, THE PRODUCTS, DOCUMENTATION, AND ANY OTHER HARDWARE, MATERIALS, OR INFORMATION ACCESSED BY OR PROVIDED TO THE USER UNDER THE AGREEMENT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, AND CADONIX AND ITS AFFILIATES MAKE NO WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, REGARDING OR RELATING TO SAME. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CADONIX AND ITS AFFILIATES SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. FURTHER, CADONIX DOES NOT WARRANT ANY RESULTS OF THE USER’S USE OF THE PRODUCTS, THAT THE PRODUCTS WILL BE RELIABLE, ERROR FREE, OR UNINTERRUPTED, OR THAT ANY ERRORS OR DEFECTS IN THE PRODUCTS WILL BE CORRECTED.

WITHOUT LIMITING THE FOREGOING, AI FEATURES ARE PROVIDED ON A STRICT “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTY OF ACCURACY, COMPLETENESS, RELIABILITY, FITNESS FOR PURPOSE, OR NON-INFRINGEMENT. THE USER ACKNOWLEDGES AND AGREES THAT AI OUTPUTS MAY BE INACCURATE, INCOMPLETE, BIASED, MISLEADING, OR ENTIRELY FABRICATED, AND THAT CADONIX MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER AS TO THE CORRECTNESS, RELIABILITY, OR SUITABILITY OF ANY AI OUTPUT. THE USER ASSUMES ALL RISK ASSOCIATED WITH THE USE OF, OR RELIANCE ON, ANY AI FEATURE OR AI OUTPUT. CADONIX HAS NO OBLIGATION TO MONITOR, REVIEW, OR CORRECT ANY AI OUTPUT. AI FEATURES ARE INHERENTLY PROBABILISTIC, AND CADONIX MAKES NO GUARANTEE REGARDING THE CONSISTENCY, REPEATABILITY, OR DETERMINISM OF ANY AI OUTPUT.

CADONIX MAY USE A THIRD-PARTY DATA CENTRE TO HOST CERTAIN PRODUCTS. THE USER ACKNOWLEDGES THAT CADONIX DOES NOT CONTROL THE TRANSFER OF DATA OVER SUCH THIRD-PARTY FACILITIES, INCLUDING THE INTERNET, AND THAT THE PRODUCTS MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH THIRD-PARTY FACILITIES. CADONIX IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING THEREFROM.

Indemnity.

Cadonix Indemnity.

Obligation. Subject to the applicable conditions and limitations set forth in this Section 12.a, Cadonix will, at its expense (A) defend, or at its option settle, a claim brought against the User by an unaffiliated third party alleging that the User’s use of the Products as permitted hereunder infringes such party’s intellectual property rights (each an “Infringement Claim”) and (B) pay any settlement of such Infringement Claim consented to by Cadonix in writing or pay any damages finally awarded to such third party by a court of competent jurisdiction as the result of such Infringement Claim.

Exclusions. Cadonix will have no obligation to the User to the extent any Infringement Claim is based upon or results from: (A) the Sites; (B) the failure of the User to implement or deploy an update to the Products that would avoid the infringement; (C) a modification of the Products that is not performed by Cadonix; (D) the combination, operation, or use of the Products with any other products, services, or equipment not provided by Cadonix; (E) the User Data or any other materials or information owned or licensed by the User, excluding the subject matter of the licences granted hereunder; (F) any third-party open source software; or (G) any AI Output or any other output, content, or result generated by or derived from any AI Feature.

Conditions. The obligations of Cadonix in this Section 12.a are conditioned upon the User (A) notifying Cadonix promptly of any threatened or pending Infringement Claim, (B) giving Cadonix reasonable assistance and information requested by Cadonix in connection with the defence or settlement of the Infringement Claim and (C) tendering to Cadonix sole control over the defence and settlement of the Infringement Claim. The User’s counsel will have the right to participate in the defence of the Infringement Claim, at the User’s own expense. The User will not, without the prior written consent of Cadonix, settle, compromise, or consent to the entry of any judgment with respect to any pending or threatened Infringement Claim.

Mitigation. If any portion of the Products provided to the User hereunder are, or in Cadonix’s reasonable opinion are likely to become, the subject of an Infringement Claim, Cadonix may, at its expense and option: (A) obtain the right for the User to continue to use the Products as contemplated hereunder; (B) modify the Products so that they become non-infringing but substantially functionally equivalent; or (C) in the event that neither (A) nor (B) is commercially reasonable, terminate the Agreement (in whole or in part) and promptly refund to the User a prorated amount of any pre-paid, but unused, fees paid by the User to Cadonix prior to such termination.

Exclusive Remedy. THE FOREGOING PROVISIONS OF THIS SECTION 12.a STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF CADONIX, AND THE EXCLUSIVE REMEDY OF THE USER, WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADE SECRET, TRADEMARK, OR OTHER INTELLECTUAL PROPERTY RIGHT IN CONNECTION WITH THE AGREEMENT.

User Indemnity. To the maximum extent allowed by applicable law, the User will fully indemnify, defend, and hold Cadonix and Cadonix’s licensors, Affiliates, shareholders, members, officers, directors, managers, employees, agents or suppliers harmless from any and all claims, costs, damages, losses, liabilities, fines, penalties, and expenses (including legal costs) arising out of or in connection with (i) the violation of the Agreement by the User or any of its End Users (including the User’s obligations and warranties), (ii) the infringement by the User of any intellectual property or other right of any other person or entity, (iii) a claim by a third party alleging that the User Data or its use has infringed the rights of, defamed, or otherwise caused harm to, a third party, or violated applicable law, (iv) the User’s use of any AI Feature or AI Output in violation of the Agreement, applicable law (including without limitation any applicable artificial intelligence legislation or regulation), or any third-party rights, (v) any claim by a third party alleging that any AI Output used, distributed, or otherwise exploited by the User infringes, misappropriates, or otherwise violates such third party’s intellectual property or other rights, or (vi) the User’s reliance on any AI Feature or AI Output.

Limitations of Liability.

Cadonix Responsibility. Nothing in this Agreement limits or excludes Cadonix’s liability to the User for the following:

death or personal injury arising from Cadonix’s gross negligence;

fraudulent misrepresentation; or

any other matter for which Cadonix is not permitted by law to exclude or limit Cadonix’s liability.

Exclusion for Consequential Damages. Subject to Section 13.a above, Cadonix, the other members of Cadonix’s group of companies and any third parties connected to Cadonix hereby expressly exclude any liability for any indirect, special, or consequential, punitive, or exemplary loss or damage arising out of or in connection with Cadonix’s failure to perform or defect or delay in performance of any of Cadonix’s obligations, the User’s use of (or inability to use) the Products (including any AI Feature), or reliance upon or accuracy of any content or materials accessed via the Products (including any AI Output), including the results from the Products, and such excluded liability will include but not limited to:

loss of income or revenue;

loss or interruption of business;

loss of profits or business;

loss of anticipated savings;

loss or corruption of data, corruption of data and/or remediation costs related to the loss or corruption of any data;

loss of goodwill;

any additional and/or wasted management or office time and/or administrative costs and expenses incurred by the User arising from the availability of the Products;

any losses, claims, demands, actions, costs, expenses or liabilities claimed from by a third party as a consequence of Cadonix’s breach of this Agreement; or

any loss, damage, cost, fine, penalty, or liability arising from or in connection with the User’s use of, or reliance on, any AI Feature or AI Output, including any regulatory fine or penalty imposed on the User in connection with the User’s use of AI Features;

however so caused, whether in contract, tort (including without limitation negligence or if caused by a deliberate and or repudiatory breach), misrepresentation, restitution, otherwise, even if such losses are reasonably foreseeable.

Risks from Malicious Third-Parties. Cadonix will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses, or other technologically harmful material that may infect the User’s computer equipment, computer programs, data or other proprietary material due to the User’s use of the Products.

Cadonix’s Cumulative Liability. IN NO EVENT WILL CADONIX’S OR ITS AFFILIATES’ AGGREGATE, CUMULATIVE LIABILITY UNDER THE AGREEMENT EXCEED THE AMOUNTS THE USER HAS PAID OR WAS REQUIRED TO PAY CADONIX UNDER THE AGREEMENT FOR THE PRODUCTS GIVING RISE TO SUCH LIABILITY, IN THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

Limitation to Bring Claims. ANY CAUSE OF ACTION OR CLAIM THE USER MAY HAVE ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE PRODUCTS MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Miscellaneous.

Assignment and Transfer. The User will not assign the Agreement, in whole or in part, or any or all of its rights or obligations hereunder, by operation of law or otherwise, without the prior written consent of Cadonix. Any assignment in violation of this Section will be void and of no effect. Cadonix may transfer its rights and obligations under the Agreement to another organisation. Cadonix will notify the User in writing if this happens, and Cadonix will use commercially reasonable efforts to ensure that the transfer will not affect the User’s rights under this Agreement. Subject to the foregoing, this Agreement is binding upon, inures to the benefit of and is enforceable by, the parties and their respective successors and assigns.

No Rights for Third Parties. Except for Cadonix’s Affiliates (including any Affiliate involved in providing the Products, who may enforce the Agreement as if they were a party), the Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.

Force Majeure. Neither party will be liable for, or be considered to be in breach of or default under this Agreement, other than monetary obligations, as a result of any cause or condition beyond such party’s reasonable control.

Remedies. Except as expressly provided in the Agreement, the rights and remedies provided under the Agreement are in addition to, and not exclusive of, any rights or remedies available in equity or provided by law.

Severability. Each provision of this Agreement operates separately. If any court or relevant authority decides that any of its terms are unlawful, the remaining provisions will remain in full force and effect.

Waiver. No failure or delay by a party to exercise any right or remedy provided under the Agreement or by law will constitute a waiver of that or any other right or remedy, nor will it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy will preclude or restrict the further exercise of that or any other right or remedy.

Relationship. Nothing in the Agreement is intended to, or will be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

Interpretation. Unless the context otherwise requires: (i) words in the singular will include the plural and in the plural will include the singular; (ii) any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression will be construed as illustrative and will not limit the sense of the words, description, definition, phrase or term preceding those terms; and (iii) all headings are for ease of reference only and will not affect the construction or interpretation of this Agreement.

Jurisdiction and Applicable Law. The Agreement, including its subject matter and formation (and any non-contractual obligations arising out of or in connection with them), is governed by the laws of the State of Delaware, United States, without regard to its conflict of laws principles, and the state and federal courts located in Delaware will have non-exclusive jurisdiction to determine any dispute arising out of or in connection with them.

Contacting Cadonix.

Registered Office: Unit 1 Pigeon Pie, London Rd, Milton Common, Thame, OX9 2NU, United Kingdom

Email:

Schedule 1

Product Maintenance

This Schedule 1 sets forth Cadonix’s general maintenance and support obligations with respect to the Products (“Product Maintenance”). Cadonix offers three tiers of Product Maintenance, as described in Section 2 below. The tier applicable to the User will be as specified by Cadonix at the time of purchase. Unless otherwise specified at the time of purchase, Cadonix will only provide Product Maintenance during the Subscription Term and subject to the User’s compliance with the Agreement, including timely payment of all applicable fees. Capitalised terms used but not defined in this Schedule 1 will have the meanings ascribed to them in the Terms.

Scope of Product Maintenance.

The Product Maintenance is limited to the maintenance and support of the Products the User is permitted to use under the Agreement.

For software and software-as-a-service Products, Cadonix will only maintain and support the current generally available release and the immediately preceding major release. Cadonix may, in its sole discretion, discontinue Product Maintenance for any prior version with at least ninety (90) days’ written notice to the User.

Product Maintenance for hardware Products is limited to Cadonix-supplied controllers and electronic display stands during the Hardware Warranty Period.

Electronic displays, Third-Party Products, and Evaluation Versions are excluded from the Product Maintenance.

Support Tiers. Cadonix offers the following tiers of Product Maintenance. The support tier applicable to the User will be specified at the time of purchase. Where a higher tier includes the features of a lower tier, such lower-tier features are available to the User at the higher tier as described below.

Tier 1 — Self-Serve Support. Tier 1 provides the User with self-serve access to Cadonix’s Documentation and other support content made available by Cadonix through the Sites or the Products (such as knowledge bases, FAQs, user guides, release notes, and other online resources) (“Support Content”). Tier 1 does not include any live or assisted support from Cadonix personnel. Cadonix will use commercially reasonable efforts to keep Support Content current, but makes no representation that Support Content will address every issue the User may encounter.

Tier 2 — Email Support. Tier 2 includes all Tier 1 access plus email support submitted to Cadonix at info@cadonix.com. Email support is available Monday to Friday, 09:00 to 17:00 in the User’s local time zone (North America: ET; United Kingdom and rest of world: GMT), excluding applicable public holidays. Cadonix will use commercially reasonable efforts to respond to email support requests within a reasonable time, but response times under Tier 2 are not subject to the Priority Classification and Response Targets set forth in Section 3 of this Schedule 1.

Tier 3 — Phone Support and Priority Response. Tier 3 includes all Tier 2 access plus live telephone support during the hours set forth below and response service levels in accordance with the Priority Classification and Response Targets set forth in Section 3 of this Schedule 1. Telephone support is available Monday to Friday, 09:00am to 5:00pm ET (North America) or 09:00 to 17:00 GMT (United Kingdom and rest of world), in each case excluding applicable public holidays. Cadonix may, at its discretion, also make live-chat or other enhanced support channels available to Tier 3 Users.

Priority Classification and Response Targets. The priority classification and response target framework set forth in this Section 3 applies exclusively to Users subscribed to Tier 3 Product Maintenance (Tier 3 Only). Cadonix will have no obligation to meet the response targets below with respect to Users on Tier 1 or Tier 2.

For Tier 3 Users, requests will be classified by Cadonix, in its sole discretion, according to the following priority levels:

Response estimates set forth above are targets only, apply exclusively to Tier 3 Users, and do not constitute binding service level commitments. Cadonix reserves the right to reclassify the priority level of any support request at any time based on its reasonable assessment of the issue.

Cadonix makes no representation or warranty that the Product Maintenance will resolve any particular issue or that any resolution will be achieved within any particular timeframe.

Exclusions. Cadonix will have no obligation to provide Product Maintenance for any issue arising from or attributable to:

the User’s failure to implement updates, patches, or new releases made available by Cadonix within thirty (30) days of availability (or such shorter period as Cadonix may specify for critical or security-related updates);

any modification, configuration, or customisation of the Products not performed by or expressly authorised in writing by Cadonix;

use of the Products in combination with any third-party products, services, systems, or equipment not approved by Cadonix;

the User’s failure to comply with Cadonix’s instructions or meet the minimum system requirements specified in the Documentation;

issues relating to User Data, including corrupted, incomplete, or improperly formatted data;

Evaluation Versions, electronic display units, or other Third-Party Products;

misuse, neglect, accident, or abnormal conditions of operation;

any event of force majeure as described in the Terms; or

server-related issues, including but not limited to operating system issues, software updates, virus prevention, access control, backups, networking, and hardware issues, in the case where the User is hosting one or more Products on the User’s own systems under a separate written agreement (e.g., an Appendix to this Agreement executed in writing by User and Cadonix).

User Obligations.

On Cadonix’s request, the User will nominate a manager (“Manager”) to be available to liaise with, and respond to queries from, Cadonix in connection with the Product Maintenance (for example, as to the resolution of conflicting priorities between two or more support or maintenance items). The User will notify Cadonix in writing of any change in the identity of the Manager.

The User will provide Cadonix with such remote access, diagnostic information, system logs, and other cooperation as Cadonix may reasonably require to diagnose and resolve any reported issue.

The User will implement all Product maintenance releases classified by Cadonix as critical or security-related within thirty (30) days after release. Failure to implement such maintenance releases within the specified period will relieve Cadonix of any Product Maintenance obligations with respect to any issue that would have been resolved or prevented by the applicable maintenance releases.

The User will ensure that its systems meet the minimum requirements specified in the Documentation at all times.

In the event of an issue on a User-hosted installation, the User will remove all access impediments and barriers to allow Cadonix to carry out its obligations under this Schedule 1 in a timely manner.

End of Life. Cadonix may, in its sole discretion, designate any Product or version thereof as “end of life” with at least ninety (90) days’ prior written notice to the User. Following the effective date of any such designation, Cadonix will have no further obligation to provide Product Maintenance for that Product or version.

Limitation of Liability. Without limiting the generality of Section 13 of the Terms, Cadonix’s aggregate liability arising out of or in connection with the Product Maintenance will in no event exceed the fees actually paid by the User for the Product Maintenance during the twelve (12) month period immediately preceding the event giving rise to such liability. The Product Maintenance is provided on an “as is” basis to the extent not expressly warranted in the Terms.