Terms and Conditions

SOFTWARE AS A SERVICE AGREEMENT

This Software as a Service Agreement (the "Agreement") is made and entered into as of the date last signed below ("Effective Date") by and between One Model Inc., a Delaware corporation ("Company"), and _________ ("Subscriber").

In consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS.

As used in this Agreement:

1.1 "Access Protocols" means the passwords, access codes, technical specifications, connectivity standards or protocols, or other relevant procedures, as may be necessary to allow Subscriber or any Authorized Users to access the Company Service.

1.2 "Authorized User" means each of Subscriber's employees, agents, and independent contractors who are provided user names and passwords and permitted hereunder to access the Company Service pursuant to Subscriber's rights under this Agreement.

1.3 "Availability" means total minutes in the year (total yearly minutes of unplanned downtime + total year minutes of scheduled maintenance downtime) / (total minutes in the year total yearly minutes of scheduled downtime.

1.4 "Company Service" means the services made available through the Company System that allows HR data to be positioned and accessed.

1.5 "Company System" means the technology, including hardware and software, used by Company to deliver the Company Service to Subscriber.

1.6 "Documentation" means the technical materials provided or made available by Company to Subscriber in hard copy or electronic form that describe the features, functionality or operation of the Company System.

1.7 "Error" means a reproducible failure of the Company Service to substantially conform to the Documentation.

1.8 "Intellectual Property Rights" means any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; and (f) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world.

1.9 "Processed Active Workers" means those regular and contingent workers in an active state of employment at the end of reporting period in the data set sent to One Model. For the purposes of billing processed active workers are used as the proxy for volume of data. Previously terminated workers are not included in this count but are included for processing and reporting in the One Model solution, the terminated population is not counted for billing purposes.

1.10 "Subscriber Content" means any content developed by or on behalf of Subscriber and used with the Company Service.

2. COMPANY SERVICE

2.1 Subscription to the Company Service. Subject to the terms and conditions of this Agreement, Company hereby grants to Subscriber, during the term of this Agreement, a non-sublicensable, non-transferable, non-exclusive subscription to, solely for Subscriber's internal use: (a) access and use the Company Service; (b) internally use and reproduce the Documentation; (c) grant Authorized Users the right to access and use the Company Service; and (d) use the Documentation to assist Company with the provision of support services.

2.2 Access. Subject to Subscriber's payment of the fees set forth in Exhibit A (Order Form), Company will provide Subscriber with access to the Company Service during the term of this Agreement. On or as soon as reasonably practicable after the Effective Date, Company shall provide to Subscriber the necessary passwords, security protocols and policies and network links or connections and Access Protocols to allow Subscriber and its Authorized Users to access the Company Service in accordance with the Access Protocols. Subscriber shall use commercially reasonable efforts to prevent unauthorized access to, or use of, the Company Service, and notify Company promptly of any such unauthorized use known to Subscriber.

2.3 Authorized Users. Subscriber may permit any Authorized Users to access and use the features and functions of the Company Service as contemplated by this Agreement. Each Authorized User will be assigned a unique user identification name and password ("User ID") for access to and use of the Company Service. User IDs cannot be shared or used by more than one Authorized User at a time.

2.4 Restrictions. Subscriber will not, and will not permit any Authorized User or other party to: (a) use the Company Service to harvest, collect, gather or assemble information or data regarding other Company subscribers without their consent; (b) access or copy any data or information of other Company subscribers without their consent; (c) knowingly interfere with or disrupt the integrity or performance of the Company Service or the data contained therein; (d) harass or interfere with another Company subscriber's use and enjoyment of the Company Service; (e) reverse engineer, disassemble or decompile any component of the Company System; (f) interfere in any manner with the operation of the Company Service, or the Company System or the hardware and network used to operate the Company Service; (g) sub-license any of Subscriber's rights under this Agreement, or otherwise use the Company Service for the benefit of a third party or to operate a service bureau; (h) modify, copy or make derivative works based on any part of the Company System; or (i) otherwise use the Company Service in any manner that exceeds the scope of use permitted under this Agreement. Subscriber acknowledges and agrees that the Company Service will not be used, and are not licensed for use, in connection with any of Subscriber's time-critical or mission-critical functions.

2.5 Support. Subject to the terms of this Agreement, Company shall use commercially reasonable efforts to (a) maintain the security of the Company Service; and (b) provide the support set forth in Exhibit B (Service Levels).

3. OWNERSHIP

3.1 Company Technology. Subscriber acknowledges that Company retains all right, title and interest in and to the Company System, Documentation and all software and all Company proprietary information and technology used by Company or provided to Subscriber in connection with the Company Service (the "Company Technology"), and that the Company Technology is protected by Intellectual Property Rights owned by or licensed to Company. Other than as expressly set forth in this Agreement, no license or other rights in the Company Technology are granted to Subscriber. Subscriber hereby grants to Company a royalty-free, worldwide, transferable, sub licensable, irrevocable, perpetual license to use or incorporate into the Company Service any suggestions, enhancement requests, recommendations or other feedback provided by Subscriber, including Authorized Users, relating to the Company Service. Company shall not identify Subscriber as the source of any such feedback.

3.2 Subscriber Content. The Subscriber Content hosted by Company as part of the Company Service, and all worldwide Intellectual Property Rights therein, is the exclusive property of Subscriber. Subscriber hereby grants to Company a non-exclusive, worldwide, royalty-free and fully paid license (a) to use the Subscriber Content as necessary for purposes of providing the Company Service to Subscriber, and (b) to use the Subscriber trademarks, service marks, and logos as required to provide the Company Service to Subscriber. All rights in and to the Subscriber Content not expressly granted to Company in this Agreement are reserved by Subscriber.

3.3 Third Party Software. The Company Service may utilize, contain or otherwise use certain third party software (collectively, the "Third Party Software"). Third Party Software may be subject to additional licensing terms, which Company may deliver or make available from time to time to Subscriber, which are incorporated herein by reference, and which supersede any contradictory terms in this Agreement.

4. PROFESSIONAL SERVICES.

Where the parties have agreed to Company's provision of integration, design, development, operational and other professional services ("Professional Services"), they will enter into a mutually executed statement of work ("SOW") governing the provision of the initially required Professional Services. The SOW will incorporate the terms and conditions of this Agreement. To the extent that a conflict arises between the terms and conditions of the SOW and the terms of this Agreement, the terms and conditions of this Agreement will govern. The SOW will include: (i) a description of the Professional Services; (ii) the schedule for the performance of the Professional Services; (iii) the ownership rights with respect to the work product resulting from the performance of the Professional Services (and if no such provision is provided, all ownership rights are and shall be vested in Company immediately); and (iv) Company's then-current rates for the performance of the Professional Services.

5. FEES AND EXPENSES; PAYMENTS

5.1 Fees. In consideration for the access rights granted to Subscriber and the services performed by Company under this Agreement, Subscriber will pay to Company the fees set forth in Exhibit A (Order Form). Except as otherwise provided in Exhibit A (Order Form), all fees hereunder are billed in advance on an annual basis and are due and payable to Company within thirty (30) days of receipt of invoice. Company reserves the right (in addition to any other rights or remedies Company may have) to discontinue the Company Service and suspend all Authorized Users' and Subscriber's access to the Company Service if any fees are more than thirty (30) days overdue until such amounts are paid in full.

5.2 Taxes. The fees are exclusive of, and Subscriber will pay, all sales, use, excise and other taxes and applicable export and import fees, customs duties and similar charges that may be levied upon Subscriber in connection with this Agreement, except for employment taxes for Company employees and taxes based on Company's net income.

5.3 Interest. Any amounts not paid when due shall bear interest at the rate of one and one half percent (1.5%) per month, or the maximum legal rate if less.

5.4 Records; Audit. Subscriber will permit Company or its representatives to review Subscriber's relevant records and inspect Subscriber's facilities to ensure compliance with this Agreement. Company will give Subscriber at least ten (10) days advance notice of any such inspection and will conduct the same during normal business hours in a manner that does not unreasonably interfere with Subscriber's normal operations. If any such audit should disclose any underpayment of fees, Subscriber shall promptly pay Company such underpaid amount, together with interest thereon at the rate specified in this section. If the amount of such underpayment exceeds five percent (5%) of fees actually paid during the audited period, Subscriber shall also pay Company for Company's expenses associated with such audit.

6. SUBSCRIBER CONTENT AND RESPONSIBILITIES

6.1 Subscriber Warranty. Subscriber represents and warrants that any Subscriber Content hosted by Company as part of the Company Service shall not (a) infringe, misappropriate or violate any Intellectual Property Rights, publicity/privacy rights, law or regulation; (b) be deceptive, defamatory, obscene, pornographic or unlawful; (c) contain any viruses, worms or other malicious computer programming codes intended to damage, surreptitiously intercept or expropriate any system, data or personal or personally identifiable information; or (d) otherwise violate the rights of a third party. Company is not obligated to back up any Subscriber Content; the Subscriber is solely responsible for creating backup copies of any Subscriber Content at Subscriber's sole cost and expense. Subscriber agrees that any use of the Company Service contrary to or in violation of the representations and warranties of Subscriber in this section constitutes unauthorized and improper use of the Company Service.

6.2 Subscriber Responsibility for Data and Security. Subscriber and its Authorized Users shall have access to the Subscriber Content and shall be responsible for all changes to and/or deletions of Subscriber Content and the security of all passwords and other Access Protocols required in order to access the Company Service. Subscriber shall have the ability to export Subscriber Content out of the Company Service and is encouraged to make its own back-ups of the Subscriber Content. Subscriber shall have the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Subscriber Content.

7. WARRANTY AND DISCLAIMER

7.1 Limited Warranty. Company warrants to Subscriber that, when used as permitted by Company and in accordance with the Documentation, the Company Service will operate free from Errors during the term of the Agreement. Provided that Subscriber notifies Company in writing of any breach of the foregoing warranty during the term hereof, Company shall, as Subscriber's sole and exclusive remedy, provide the support set forth in Exhibit B (Service Levels) to this Agreement.

7.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY SERVICE, COMPANY SYSTEM AND DOCUMENTATION ARE PROVIDED "AS IS," "AS AVAILABLE," AND WITH ALL FAULTS, AND COMPANY AND ITS AFFILIATES, SUPPLIERS, CONTRACTORS, AND LICENSORS HEREBY DISCLAIM ALL OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS, RELATING TO THE COMPANY SERVICE, COMPANY SYSTEM AND DOCUMENTATION WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF THE COMPANY SERVICE AND THE COMPANY SYSTEM SHALL BE UNINTERRUPTED, SECURE, OR ERROR-FREE. SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR CONDITIONS OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO SUBSCRIBER.

8. LIMITATION OF LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SUBSCRIBER AGREES THAT IN NO EVENT WILL COMPANY AND ITS AFFILIATES, SUPPLIERS, CONTRACTORS, OR LICENSORS WILL BE RESPONSIBLE FOR ANY LOSS OR DAMAGE CAUSED BY THE FAILURE OF THE COMPANY SERVICE OR THE COMPANY SYSTEM OR FOR LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES, GOODS OR TECHNOLOGY. IN NO EVENT WILL COMPANY OR ITS AFFILIATES, SUPPLIERS, CONTRACTORS, OR LICENSORS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR INDIRECT DAMAGES, INCLUDING LOST PROFITS, IN CONNECTION WITH THIS AGREEMENT, THE COMPANY SERVICE, OR THE COMPANY SYSTEM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY'S AND ITS AFFILIATES', SUPPLIERS', CONTRACTORS', AND LICENSORS' AGGREGATE CUMULATIVE LIABILITY UNDER OR RELATING TO THIS AGREEMENT (INCLUDING THE COMPANY SERVICE AND THE COMPANY SYSTEM) WILL NOT EXCEED THE AMOUNT PAID BY SUBSCRIBER TO COMPANY FOR THE USE AND ACCESS TO THE COMPANY SERVICE AND THE COMPANY SYSTEM DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT WHICH GAVE RISE TO THE CLAIM. IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT IN THE EVENT ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL LIMITATIONS OF LIABILITY AND EXCLUSIONS OF DAMAGES SET FORTH HEREIN WILL REMAIN IN EFFECT.

9. CONFIDENTIALITY.

"Confidential Information" means any nonpublic information of a party (the "Disclosing Party"), whether disclosed orally or in written or digital media, that is identified as "confidential" or with a similar legend at the time of such disclosure or that the receiving party (the "Receiving Party") knows or should have known is the confidential or proprietary information of the Disclosing Party. For the avoidance of doubt, the Company Service, Company System and Documentation, and all enhancements and improvements thereto will be considered Confidential Information of Company. Information will not constitute the other party's Confidential Information if it (i) is already known by the Receiving Party without obligation of confidentiality; (ii) is independently developed by the Receiving Party without access to or use of the Disclosing Party's Confidential Information; (iii) is publicly known without breach of this Agreement; or (iv) is lawfully received from a third party without obligation of confidentiality. The Receiving Party will not use or disclose any Confidential Information except as expressly authorized by this Agreement and will protect the Disclosing Party's Confidential Information using the same degree of care that it uses with respect to its own confidential information, but in no event with safeguards less than a reasonably prudent business would exercise under similar circumstances. The Receiving Party will take prompt and appropriate action to prevent unauthorized use or disclosure of the Disclosing Party's Confidential Information. If any Confidential Information must be disclosed to any third party by reason of legal, accounting or regulatory requirements, the Receiving Party will promptly notify the Disclosing Party of the order or request and permit the Disclosing Party (at its own expense) to seek an appropriate protective order.

10. INDEMNIFICATION

10.1 By Company. Company will defend at its expense any suit brought against Subscriber, and will pay any settlement Company makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim by any third party alleging that the Company Service or the Company System infringes, misappropriates or violates any third party Intellectual Property Rights. If any portion of the Company Service or the Company System becomes, or in Company's opinion is likely to become, the subject of a claim of infringement, Company may, at Company's option: (a) procure for Subscriber the right to continue using the Company Service or the Company System; (b) replace the Company Service or the Company System with non-infringing software or services which do not materially impair the functionality of the Company Service or the Company System; (c) modify the Company Service or the Company System so that it becomes non-infringing; or (d) terminate this Agreement and refund any fees actually paid by Subscriber to Company for the remainder of the term then in effect, and upon such termination, Subscriber will immediately cease all use of the Company Service, Company System, and Documentation. Notwithstanding the foregoing, Company shall have no obligation under this section or otherwise with respect to any infringement claim based upon (x) any use of the Company Service or the Company System not in accordance with this Agreement or as specified in the Documentation; (y) any use of the Company Service or the Company System in combination with other products, equipment, software or data not supplied by Company; or (z) any modification of the Company Service or the Company System by any person other than Company or its authorized agents (collectively, "Exclusions"). This Section states Company's entire liability and Subscriber's sole and exclusive remedy for the claims and actions described herein.

10.2 By Subscriber. Subscriber will defend at its expense any suit brought against Company, and will pay any settlement Subscriber makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim arising out of or relating to (a) an Exclusion; (b) Subscriber's (or its Authorized User's) use of the Company Services, Company System or Documentation, except to the extent the claim is subject to indemnification under Section 10.1 above or caused by Company's gross negligence or willful misconduct; and (c) Subscriber's breach or alleged breach of the Section 6.1. This Section sets forth Subscriber's entire liability and Company's sole and exclusive remedy for the claims and actions described herein.

10.3 Procedure. Any party that is seeking to be indemnified under the provisions of this Section (an "Indemnified Party") must (a) promptly notify the other party (the "Indemnifying Party") in writing of any third-party claim, suit, or action for which it is seeking an indemnity hereunder, (b) give the Indemnifying Party sole control over the defense of such claim, suit or action and any related settlement negotiations, and (c) cooperating and, at Indemnifying Party's reasonable request and expense, assisting in such defense.

11. TERM AND TERMINATION

11.1 Term. This Agreement commences on the Effective Date and remains in effect until all Order Forms have expired, unless earlier terminated as set forth below.

11.2 Termination. Either party may terminate this Agreement immediately upon notice to the other party if the other party materially breaches this Agreement, and such breach remains uncured more than thirty (30) days after receipt of written notice of such breach.

11.3 Effect of Termination. Upon termination or expiration of this Agreement for any reason: (a) all rights and obligations of both parties, including all licenses granted hereunder, shall immediately terminate; (b) any amounts owed to Company under this Agreement will become immediately due and payable; and (c) each party will return to the other all property (including any Confidential Information and Subscriber Content) of the other party. The sections and subsections titled Definitions, Restrictions, Ownership, Fees and Expenses; Payment, Warranty and Disclaimer, Limitation of Liability, Confidentiality, Indemnification, Effect of Termination, and Miscellaneous will survive expiration or termination of this Agreement for any reason.

12. ARTIFICIAL INTELLIGENCE

12.1 AI TOOLS. Subscriber provides or makes available to Company information, including (without limitation) Personal Data (as defined below) and other confidential data, in connection with the Company Service (all such information, "Subscriber Content"). Subject to this Agreement, Company makes available to Subscriber certain artificial intelligence tools in connection with Subscriber's use of the Company Service (collectively, the "AI Tools"). Except where expressly specified otherwise in this Agreement, and for the avoidance of doubt, the AI Tools constitute a "Company Service" for the purposes of the Agreement and the Agreement shall apply in full to Subscriber's use of the AI Tools. The AI Tools leverage third party large language models and artificial intelligence algorithms and platforms ("Third-Party Services") to generate suggested text, information, results, images, and other materials (collectively, the "Output") in response to the Subscriber's and Authorised Users' inputs or prompts (collectively, "Prompts"). Company does not make any representations, warranties or covenants with respect to Third-Party Services or any Output provided in connection therewith. Such Third-Party Services are not under the control of Company. Notwithstanding anything to the contrary in the Agreement or herein, Company is not responsible for any Third-Party Services or Output generated thereby and Subscriber uses such Third-Party Services and Output at its own risk. As between the parties, each of the Prompts and Output are considered "Subscriber Content" for the purposes of the Agreement. By using the Company Service, Subscriber and any individuals to whom the Company Service is provided or made available under the Agreement ("Authorised Users") agree to be bound by and shall comply with all terms of use and other terms and conditions imposed by the Third-Party Services ("Third-Party Licenses"). Any breach by Subscriber or any of its Authorised Users of any Third-Party License is also a breach of this Agreement.

12.2 Aggregated Data. Notwithstanding anything to the contrary in this Agreement, Company may monitor Subscriber's use of the Company Service and collect and compile data and information related to Subscriber Content and/or Subscriber's and Authorised Users' use of the Company Service, and aggregate and anonymize such data and information (collectively, "Aggregated Data"); provided that such Aggregated Data does not identify Subscriber or Subscriber's Confidential Information. As between Company and Subscriber, all right, title, and interest in Aggregated Data, and all Intellectual Property Rights therein, belong to and are retained solely by Company. Subscriber acknowledges that Company may compile Aggregated Data based on Subscriber Content and may use all Aggregated Data to improve its machine learning model and artificial intelligence algorithms (collectively, "Models"). All right, title, and interest in and to the Models are retained by Company.

12.3 Responsible Use of AI Tools. Subscriber shall comply with all obligations and commitments in the Agreement with respect to Subscriber Content in connection with Subscriber's use of the Al Tools. Subscriber is solely responsible for the Subscriber Content, including the Prompts and Outputs, and its use, disclosure and other processing thereof, including (for the avoidance of doubt) for providing all required notices and obtaining any consents necessary to provide or otherwise make available Subscriber Content to Company and for Company's processing of such Subscriber Content as contemplated under the Agreement. Without limiting the warranty disclaimers in the Agreement, Subscriber is responsible for reviewing any Output prior to its use and exercising its own business and legal judgement as to its suitability for use. Without limiting the foregoing and Subscriber's representations and warranties under the Agreement, Subscriber shall not use any Prompts or Output that: (a) infringes or misappropriates any third party's intellectual property rights or other proprietary rights; (b) is deceptive, discriminatory, biased, unethical, defamatory, obscene, pornographic or illegal; or (c) contains any viruses, worms or other malicious computer programming codes that may damage the Company. Company reserves the right to suspend or terminate Subscriber's access to the Al Tools for any failure by Subscriber or an Authorised User to comply with this Section. In addition to the foregoing, Subscriber's obligations under the Agreement with respect to use of the Company Service, its representations and warranties and indemnification obligations, shall apply in full with respect to Subscriber's use of the AI Tools. Subscriber acknowledges and agrees that, notwithstanding the automated suggestions provided by the AI Tools, it remains solely responsible for the content, legality, accuracy, and completeness of the Outputs, and any use thereof.

12.4 AI Tools Disclaimer. THE AI TOOLS ARE INTENDED AS OUTPUT GENERATION TOOLS ONLY AND DO NOT CONSTITUTE MEDICAL, LEGAL, ACCOUNTING, OR OTHER ADVICE OF A CERTIFIED OR QUALIFIED PROFESSIONAL AND COMPANY MAKES NO WARRANTY OR GUARANTY THAT THE OUTPUT WILL PROVIDE ACCURATE, TAILORED OR INFORMATIVE RESULTS OR BE FIT FOR THE PARTICULAR PURPOSE OR USE CASE. COMPANY DOES NOT REPRESENT OR WARRANT THAT THE SUBSCRIRIBER IS THE LEGAL OWNER OF THE OUTPUT, OR THAT THE INPUT OR OUTPUT ARE PROTECTABLE BY ANY INTELLECTUAL PROPERTY RIGHTS, OR THAT THE OUTPUT DOES NOT INCORPORATE, INFRINGE OR MISAPPROPRIATE THE INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS OF ANY THIRD PARTY. SUBSCRIBER ACKNOWLEDGES THAT THE AI TOOLS LEVERAGE THIRD-PARTY SERVICES AND THAT COMPANY IS NOT LIABLE, AND SUBSCRIBER AGREES NOT TO SEEK TO HOLD COMPANY LIABLE, FOR THIRD-PARTY SERVICES, AND THAT THE RISK OF INJURY FROM SUCH THIRD-PARTY SERVICES RESTS ENTIRELY WITH SUBSCRIBER. SUBSCRIBER SHALL BE SOLELY RESPONSIBLE FOR SUBSCRIBER'S USE OF THE AI TOOLS AND ANY OUTPUT RESULTING THEREFROM. SUBSCRIBER SHOULD EVALUATE THE FITNESS OF ANY OUTPUT AS APPROPRIATE FOR SUBSCRIBER'S SPECIFIC USE CASE.

12.5 Data Privacy. Subscriber acknowledges and agrees that OpenAI, L.L.C. (which is an Al service provider facilitating certain features of the Company Service), Amazon Web Service, Inc. (a hosting services provider for all core functionalities of the Company Service), Smartsheet Inc (Project Management and collaboration tools), and Zendesk, Inc. (Customer support and ticketing system) may have access to and will process any certain Personal Data contained within Subscriber Content and shall be deemed permitted subprocessors, subcontractors, or similar term under the Agreement. The Parties agree to the terms of the Data Processing Agreement ("DPA") appended hereto as Exhibit A, as applicable, which shall be deemed incorporated within and part of the Agreement. References to the Agreement include the DPA. "Personal Data" for purposes of the Agreement shall mean any information related to an identified or identifiable natural person and all information that constitutes "personal data," "personal information" or similar term under applicable privacy or data protection laws.

13. MISCELLANEOUS

13.1 Governing Law and Venue. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of Texas, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Subscriber hereby expressly consents to the personal jurisdiction and venue in the state and federal courts for the county in which Company's principal place of business is located for any lawsuit filed there against Subscriber by Company arising from or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Subscriber shall always comply with all international and domestic laws, ordinances, regulations, and statutes that are applicable to its purchase and use of the Company Service, Company System or Documentation.

13.2 Export. Subscriber agrees not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Company, or any products utilizing such data, in violation of the United States export laws or regulations.

13.3 Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

13.4 Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

13.5 No Assignment. Neither party shall assign, subcontract, delegate, or otherwise transfer this Agreement, or its rights and obligations herein, without obtaining the prior written consent of the other party, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void; provided, however, that either party may assign this Agreement in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or other operation of law, without the consent of the other party. The terms of this Agreement shall be binding upon the parties and their respective successors and permitted assigns.

13.6 Force Majeure. Company will not be liable hereunder by reason of any failure or delay in the performance of its obligations under this Agreement on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, material shortages or any other cause that is beyond the reasonable control of Company.

13.7 Independent Contractors. Subscriber's relationship to Company is that of an independent contractor, and neither party is an agent or partner of the other. Subscriber will not have, and will not represent to any third party that it has, any authority to act on behalf of Company.

13.8 Notices. All notices or other communications required or permitted under this Agreement will be in writing to the other party at the address listed on the signature page and will be delivered by personal delivery, certified overnight delivery such as Federal Express, or registered mail (return receipt requested) and will be deemed given upon personal delivery or upon confirmation of receipt. Each party may change its address for receipt of notice by giving notice of such change to the other party.

13.9 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be taken together and deemed to be one instrument.

13.10 Entire Agreement. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matters hereof and supersedes and merges all prior discussions between the parties with respect to such subject matters. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by an authorized signatory of Subscriber and the Company.

One Model, Inc.

By: _________________________

Name: _______________________

Title: _______________________

Date: ________________________

Address: 12-C Ledgebrook Drive, Suite 4
Mansfield Center, CT 06250

Subscriber

By: _________________________

Name: _______________________

Title: _______________________

Date: ________________________

Address: _____________________

Exhibit A

ORDER FORM NO. #1

[USE ORDER FORM LANGUAGE FROM SALES DRIVE]

Exhibit B

Service Levels

Availability (excluding scheduled maintenance): 99% per month

Response Time Service Levels to Support Requests

Severity Type	Hours	Response Time Target
Severity 1 - Critical A reproducible Error is rendering the Company Service or any material functions thereof unavailable.	24 hours each global business day	60 Minutes
Severity 2 - Urgent An Error is causing a material, negative effect on the Company Service or any material functions thereof unavailable.	Global (US, UK, EU, AU) business days Monday - Friday 8 a.m. - 6 p.m.	2 Hours
Severity 3 - Normal There is a reported problem with the Company Service for a limited population of end users.	Global (US, UK, EU, AU) business days Monday - Friday 8 a.m. - 6 p.m.	12 Hours
Severity 4 - Low There is a reported problem with the application that is not impacting end users but requires status updates.	Global (US, UK, EU, AU) business days Monday - Friday 8 a.m. - 6 p.m.	24 Hours

Status updates will be provided in accordance with the following until the issue is resolved:

	CRITICAL Severity One	URGENT Severity Two	NORMAL Severity Three	LOW Severity Four
Status update	Every 60 minutes until problem is resolved or severity level is changed	Every 2 hours until the problem is resolved or severity level is changed	Every 24 hours until the problem is resolved or severity level is changed	Updates provided upon request