Nanoprecise Products and Services Agreement

This Agreement was last updated on May 20, 2025.

This Nanoprecise Products and Services Agreement (“Products and Services Agreement” together with any Orders, attachments, exhibits, and amendments hereto, as amended from time to time, collectively the “Agreement”), form an agreement between the customer (such customer, the “Customer”) accessing, downloading, installing, or otherwise using or receiving (the terms “use” and “using” will refer to any of the foregoing) the Nanoprecise Solution (as defined below) and Nanoprecise Sci Corp. (“Nanoprecise”), the supplier of the Nanoprecise Solution and is entered into on the earlier of the date Customer first uses any part of the Nanoprecise Solution and the date Customer agrees to be bound by this Agreement (the “Effective Date”). This Agreement includes any current or future Orders (all as defined below in Section 1), and all such documents are incorporated by this reference. Nanoprecise and Customer will be referred to together as the “Parties” and each a “Party”.

This Agreement sets forth the terms and conditions that govern the provision and use of the Nanoprecise Solution.

BY USING THE NANOPRECISE SOLUTION (INCLUDING THE WEBSITE, AS DEFINED BELOW), CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ, ACCEPTS AND AGREES TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT, AS AMENDED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 13(k). IF CUSTOMER DOES NOT ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT, CUSTOMER WILL IMMEDIATELY CEASE ANY FURTHER USE OF THE NANOPRECISE SOLUTION. CUSTOMER REPRESENTS AND WARRANTS TO NANOPRECISE THAT CUSTOMER HAS THE CAPACITY TO ENTER INTO THIS LEGALLY BINDING AGREEMENT. IF CUSTOMER IS USING THE NANOPRECISE SAAS SERVICES ON BEHALF OF ANOTHER PERSON, CUSTOMER HEREBY REPRESENTS AND WARRANTS TO NANOPRECISE THAT CUSTOMER HAS THE AUTHORITY TO BIND SUCH PERSON TO THIS AGREEMENT.

1. Definitions
   Capitalized terms used in this Agreement have the meaning ascribed to them in the preamble, the body of the Agreement, or in this Section 1 as follows:
   (a) “Administrator User Account” means the administrator account for use by the Administrator User.
   (b) “Administrator Users” means those employees of Customer that are authorized by Customer to access and use the Nanoprecise SaaS Services on Customer’s behalf through an Administrator User Account.
   (c) “Affiliate” means, with respect to a Party, any corporation or other legal entity which is directly or indirectly controlling or controlled by, or under common control with that Party. As used in this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a corporation or legal entity.
   (d) “Aggregated Data” means data that is non-identifiable as to any individual and otherwise does not constitute “personal information” under Privacy Laws.
   (e) “Applicable Law” means applicable statutes, by-laws, rules, regulations, orders, ordinances or judgments, in each case of any Governmental or Regulatory Authority.
   (f) “Business Days” means Monday to Friday, (excluding statutory and civic holidays observed in Edmonton, Alberta, Canada).
   (g) “Claim” means any actual, threatened or potential civil, criminal, administrative, regulatory, arbitral or investigative demand, allegation, action, suit, investigation or proceeding or any other claim or demand.
   (h) “Customer Data” means any data (other than Aggregated Data and Usage Data), information, content, records, and files that Customer (or any of its Permitted Users) loads or enters into, transmits to, or makes available to the Nanoprecise SaaS Services.
   (i) “Customer User Accounts” means the User Accounts and Administrator User Accounts together.
   (j) “Documentation” means Nanoprecise’s manuals, instructions or other documents or materials listed in an Order that Nanoprecise provides or makes available to Customer in any form or medium and which describe the functionality, components, features or requirements of the Nanoprecise Solution, including any aspect of the installation, configuration, integration, operation, use, support or maintenance of them.
   (k) “Governmental or Regulatory Authority” means any national, provincial, state, county, municipal, quasi-governmental, or self-regulatory department, authority, organization, agency, commission, board, tribunal, regulatory authority, dispute settlement panel or body, bureau, official, minister, Crown corporation, court or other law, rule or regulation-making entity having or purporting to have jurisdiction over any person or matter related to this Agreement.
   (l) “Hardware” means the hardware Nanoprecise provides to Customer bundled with the Nanoprecise SaaS Services, including the MachineDoctor line of predictive maintenance sensors.
   (m) “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
   (n) “Loss” or “Losses” means any and all losses, damages, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable legal fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.
   (o) “Modifications” means modifications, improvements, customizations, patches, bug fixes, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations.
   (p) “Nanoprecise SaaS Services” means the services through: (i) which Nanoprecise hosts and makes available Nanoprecise’s automated AI-based predictive maintenance platform as described in an Order; and (ii) any component or Modification of the services referred to in (i). The term “Nanoprecise SaaS Services” does not include Professional Services or Hardware.
   (q) “Nanoprecise Solution” means the Hardware, Nanoprecise SaaS Services and the Professional Services, collectively, and any part of them.
   (r) “Order” means any Nanoprecise-provided ordering document, online registration, order description or order confirmation referencing this Nanoprecise Products and Services Agreement.
   (s) “Permitted User(s)” means Administrator Users and each User and includes any Customer User Account.
   (t) “Personal Information” means information about an identifiable individual.
   (u) “Privacy Laws” means any Applicable Laws that govern the privacy or security of Customer Personal Information.
   (v) “Professional Services” means the installation, maintenance, consulting and other professional services described in an Order. The term “Professional Services” does not include Nanoprecise SaaS Services or Hardware.
   (w) “Term” means the Initial Term and any Renewal Term.
   (x) “Usage Data” means information and other data in an aggregated form that is collected or generated by Nanoprecise related to how individual users interact with the Nanoprecise Solution, including frequency and duration of usage, specific features or functions accessed, user preferences and patterns of behavior. Usage Data does not include any Customer Personal Information.
   (y) “User Account” means each user account created by the Administrator User for its Users.
   (z) “Users” means those individuals who are permitted by Customer to access and use the Nanoprecise SaaS Services, and who have been provided User Accounts.
   (aa) “Website” means any websites used by Nanoprecise to provide the Nanoprecise SaaS Services, including the website located at https://nanoprecise.io/ or https://nanoprecisedataservices.com/.
2. The Nanoprecise Solution
   (a) Provisioning of the Nanoprecise Solution. Subject to Customer’s and its Permitted Users’ compliance with the terms and conditions of this Agreement, Nanoprecise will make the Nanoprecise Solution available to Customer on the terms and conditions set out in this Agreement during the Term. Customer is responsible for identifying and authenticating all Permitted Users, for ensuring only Permitted Users access and use the Nanoprecise SaaS Services, and for Permitted Users’ compliance with this Agreement.
   (b) Restrictions on Use. Customer will not itself, and will not permit others to:
   (i) sub-license, sell, rent, lend, lease or distribute the Nanoprecise Solution or any Intellectual Property Rights therein, or otherwise make the Nanoprecise Solution available to any third parties other than Permitted Users;
   (ii) use or access the Nanoprecise SaaS Services:
   (A) in violation of any Applicable Laws or Intellectual Property Right; or
   (B) in a manner that threatens the security or functionality of the Nanoprecise SaaS Services; or
   (C) for any purpose or in any manner not expressly permitted in this Agreement;
   (iii) use or access the Nanoprecise Solution to create, collect, transmit, store, use or process any Customer Data that:
   (A) Customer does not have the lawful right to create, collect, transmit, store, use or process;
   (B) violates any Applicable Laws, or infringes, violates or otherwise misappropriates the Intellectual Property Rights or other rights of any third party (including any moral right, privacy right or right of publicity); or
   (C) contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data;
   (iv) copy or modify the Nanoprecise SaaS Services;
   (v) reverse engineer, de-compile or disassemble the Nanoprecise SaaS Services or Hardware or any part of them;
   (vi) access or use the Nanoprecise SaaS Services for purposes of benchmarking or competitive analysis of such Nanoprecise SaaS Services;
   (vii) access or use the Nanoprecise SaaS Services for the purpose of building a similar or competitive product or service;
   (viii) use the Nanoprecise Solution in any high-risk applications such as safety, life support, surgical implant, nuclear, or aircraft applications, or in any application in which the failure of a single component could cause substantial harm to persons or catastrophic property loss; or for any military or weaponry use, including but not limited to chemical, nuclear, biological, aircraft, missile, and similar military applications; or for any use or application where a failure or malfunction of the Nanoprecise Solution could lead to death, personal injury or severe physical or environmental damage;
   (ix) remove or obscure any proprietary notices or labels on the Nanoprecise Solution, including brand, copyright, trademark and patent or patent pending notices; or
   (x) perform any vulnerability, penetration or similar testing of the Nanoprecise SaaS Services.
   (c) Permitted Purpose. Customer may access and use the Nanoprecise Solution solely for Customer’s internal business purposes.
   (d) Suspension of Access; Scheduled Downtime; Modifications. Nanoprecise may from time to time and in its discretion, without limiting any of its other rights or remedies at law or in equity, under this Agreement:
   (i) suspend Customer’s access to or use of the Nanoprecise Solution or any component of them:
   (A) to address any emergency security concerns; or
   (B) if required to do so by a Governmental or Regulatory Authority or as a result of a change in Applicable Laws; and
   (ii) make any Modifications to the Nanoprecise SaaS Services, provided such Modifications do not materially derogate Customer’s use of the Nanoprecise SaaS Services.
   Customer is required to accept all patches, bug fixes and updates, including over-the-air firmware updates, made by or on behalf of Nanoprecise to the Nanoprecise Solution.
   (e) Hardware Terms.
   (i) Hardware. Customer may lease the Hardware as part of a bundled subscription or purchase the Hardware as set forth in an applicable Order, subject to the terms and conditions of this Agreement, including the terms and conditions set forth in these Hardware Terms.
   (ii) Delivery Date. Nanoprecise will deliver the Hardware on the date specified in the Order or as otherwise agreed in writing by the parties (“Delivery Date”). If no Delivery Date is specified, Nanoprecise will deliver the Hardware within a reasonable time after the Order has been accepted.
   (iii) Delivery Location. All Hardware will be delivered to the address specified in the Order (“Delivery Location”) during Customer’s normal business hours or as otherwise agreed to by the parties. Unless expressly agreed to by the parties in writing, Nanoprecise will select the method of shipment of, and the carrier for, the Hardware, using Nanoprecise’s standard methods for packaging and shipping such Hardware.
   (iv) Installation and Setup.
   (A) Upon receiving written notice from Customer of the delivery of the Hardware at the Delivery Location, if set out in an Order, Nanoprecise will schedule an online virtual conference or in-person meeting as specified in the Order at a mutually agreed upon time to help Customer unbox, install and setup the Hardware and configure the Nanoprecise SaaS Services.
   (B) Customer will inspect the condition of the Hardware and will provide written notice to Nanoprecise of any damaged or missing items within five days of the Delivery Date.
   (v) Lease of Hardware. If a Customer leases Hardware under an Order as part of the Nanoprecise Solution, then this Section will apply. The Hardware will at all times remain the property of Nanoprecise or its suppliers or assignees, and the Hardware will remain personal property whether affixed to real estate or not, and Customer will not and will not permit any levy, lien, security interest, hypothec, pledge or encumbrance to attach to the Hardware. Customer agrees that it will not alter, modify, damage or move the Hardware, and, except for reasonable wear and tear, will return or surrender it to Nanoprecise upon the expiry or termination of the Agreement. Customer assumes any risk of loss or damage to the Hardware until the Hardware is returned to Nanoprecise in accordance with the terms of the Agreement. Customer agrees to keep the Hardware insured at Customer’s expense against all risks from any cause whatsoever, including without limitation loss by fire, theft and damage. Customer will immediately notify Nanoprecise of any loss or damage to the Hardware other than reasonable wear and tear.
   (vi) Purchase of Hardware. If a Customer purchases Hardware under an Order, then this Section will apply. Title to the Hardware and risk of loss or damage will be governed by the applicable Incoterm set out in the applicable Order. If no Incoterm is set out in the applicable Order: (A) Title to the Hardware will pass to Customer on the latter of: (1) delivery of the Hardware to the delivery location; or (2) receipt by Nanoprecise of payment in full of amounts due for the Hardware; and (B) Customer will bear all risk of loss or damage to the Hardware during shipment of the Hardware to the delivery location. Nanoprecise warrants that, for a period of 12 months from the Delivery Date, the Hardware will be free from defects in material and workmanship arising under normal use. The foregoing does not apply if the defect or nonconformance is due to abuse, misuse, failure to follow proper charging protocol, or unauthorized repair. Customer will, upon discovering the defect, notify Nanoprecise, follow the Return Merchandise Authorization instructions provided by Nanoprecise, and return the applicable Hardware. Nanoprecise, in its sole discretion, will either (x) repair or replace the Hardware, or (y) credit or refund the price of the Hardware. The remedies set forth in this Section will be Customer’s sole and exclusive remedy and Nanoprecise’s entire liability for any breach of this limited warranty or failure of the Hardware.
   (vii) Support. For leased Hardware, Nanoprecise will ship replacements for faulty Hardware within 3 Business Days of receipt of Customer’s notification of faulty Hardware, provided (A) Customer remains in compliance with the terms and conditions of this Agreement, (B) Nanoprecise has in its reasonable discretion determined the Hardware is faulty and the defect or nonconformance is not due to abuse, misuse, failure to follow proper charging protocol, unauthorized repair, power surges, interference, or operator error (C) Customer’s use of the Hardware meets the proper installation guidelines and environmental conditions outlined in the Documentation; and (D) the Hardware defects cannot be remedied via patches, bug fixes and updates, including over-the-air firmware updates.
   (f) Subcontracting. Nanoprecise may engage third parties to provide the Nanoprecise Solution or any part of it.
   (g) Professional Services. Nanoprecise will perform the Professional Services set out in an applicable Order.
3. Ownership; Reservation of Rights and License Grants
   (a) Subject to the rights granted in this Section 3, Customer owns and retains all right, title and interest in and to Customer Data, including any Intellectual Property Rights in Customer Data. Customer grants to Nanoprecise, and its subcontractors a:
   (i) limited, non-exclusive, royalty-free, non-transferable (except as permitted under Section 13(b)), non-sublicensable (except to subcontractors pursuant to Section 2(f)), fully paid-up license during the Term to use, access and collect Customer Data solely for the purposes of Nanoprecise: (A) providing the Nanoprecise Solution and performing its obligations under this Agreement; (B) improving the Nanoprecise Solution and the other Nanoprecise Property; and (C) producing or generating Aggregated Data; and
   (ii) a nonexclusive, worldwide, perpetual, royalty-free, irrevocable, sublicensable, transferable, and fully paid-up right to access, collect, use, process, store, transfer, transmit, copy, modify, adapt, and display Customer Data to generate or produce Usage Data.
   
   Nanoprecise may use, process, store, disclose, transfer, transmit, copy, modify and display the Aggregated Data and Usage Data for any purpose and without restriction or obligation to Customer of any kind. Aggregated Data and Usage Data are not Customer Data and are not Customer’s Confidential Information.
   (b) Nanoprecise or its licensors own and retain all right, title and interest, including any Intellectual Property Rights in and to:
   (i) the Nanoprecise Solution;
   (ii) anything used, developed or delivered by or on behalf of Nanoprecise under this Agreement, including metadata and any Aggregated Data or Usage Data;
   (iii) all other Nanoprecise’s Confidential Information, including any reports or deliverables generated from the Nanoprecise Solution or any Aggregated Data;
   (iv) Documentation; and
   (v) any Modifications to the foregoing (i) to (iv),
   (collectively “Nanoprecise Property”).
   (c) To the extent that Customer or any Permitted User submits ideas, suggestions, documents, or proposals regarding the Nanoprecise Solution to Nanoprecise (“Feedback”), Customer acknowledges and agrees that:
   (i) the Feedback does not contain confidential or proprietary information and Nanoprecise is not under any obligation of confidentiality with respect to the Feedback; and
   (ii) Nanoprecise will be entitled to use, commercialize or disclose (or to choose not to use, commercialize, or disclose) such Feedback for any purpose, in any way, in any manner, and to anyone worldwide without any compensation or reimbursement of any kind to Customer for such use.
   (d) Subject to the terms and conditions of this Agreement, Nanoprecise hereby grants to Customer a revocable, non-exclusive, non-transferable, non-sub-licensable (other than to Permitted Users as provided herein), limited license during the Term to use the Documentation, reports or deliverables solely for the purpose of use and receipt of the Nanoprecise Solution.
4. Privacy
   (a) Customer and Nanoprecise will each comply with the Privacy Law obligations applicable to its processing of Customer Personal Information.
   (b) Nanoprecise will:
   (i) only use, disclose and otherwise process Customer Personal Information for the purposes of fulfilling Nanoprecise’s obligations and exercising its rights in accordance with the Agreement or as otherwise required or permitted by Applicable Law;
   (ii) implement commercially reasonable physical, technical and administrative measures designed to safeguard Customer Personal Information against loss, theft, damage, or unauthorized or unlawful access, use or disclosure;
   (iii) notify Customer as soon as reasonably practicable upon becoming aware of a breach of the security safeguards outlined in Section 4(b)(ii) above that results in the loss, theft, unauthorized access to or disclosure of Customer Personal Information (“Security Incident”) and provide reasonably requested assistance to Customer in responding to the Security Incident;
   (iv) notify Customer as soon as reasonably practicable of any enquiry or complaint received from a Permitted User relating to the Permitted User’s rights under Privacy Laws with respect to the processing of their Customer Personal Information, and taking into account the nature of Nanoprecise’s processing of Customer Personal Information, provide reasonable assistance to Customer in responding to the request; and
   (v) upon the termination of this Agreement, Nanoprecise will comply with the retention and destruction requirements set out in Section 12(c)(v) of this Agreement.
5. Customer User Account; Responsibility for Permitted Users
   (a) Upon Customer’s request, Nanoprecise will issue one or more Administrator User Accounts to Customer that provides the Administrator User with the capability to create User Accounts for its Users.
   (b) Customer will ensure that a Permitted User only uses the Nanoprecise SaaS Services through the Permitted User’s assigned Customer User Account. Customer will not allow any Permitted User to share a Customer User Account with any other person. Customer will promptly notify Nanoprecise of any actual or suspected unauthorized use of the Nanoprecise SaaS Services. Nanoprecise reserves the right to suspend, deactivate, or replace a Customer User Account if it determines that a Customer User Account may have been used for an unauthorized purpose.
   (c) Customer will ensure that all individual users of the Nanoprecise SaaS Services, including Permitted Users, are contractually bound to Nanoprecise’s end user terms and conditions of use, which are available at [INSERT HYPERLINK].
6. Support
   Subject to the terms of this Agreement, Nanoprecise will use commercially reasonable efforts to provide Customer with technical support and maintenance for the Nanoprecise Solution (“Support Services”) as outlined in Exhibit A attached hereto.
7. Fees and Payment
   (a) Fees. Customer will pay to Nanoprecise the fees described in any Order (the “Fees”). Unless otherwise noted on an Order: (i) all Fees identified are in USD; (ii) Fees are non-cancelable and non-refundable; and (iii) quantities purchased cannot be decreased during the relevant subscription term.
   (b) Changes to the Fees. Nanoprecise reserves the right to change the Fees and institute new charges on each anniversary of the Effective Date upon providing not less than 30 days prior notice to Customer.
   (c) Invoicing. Nanoprecise will prepare and send to Customer, at the then-current contact information on file with Nanoprecise, an invoice for any Fees that have become due and payable. Unless otherwise expressly stipulated in an invoice, Customer will pay all invoiced amounts within 45 calendar days of the invoice date.
   (d) Disputed Invoices or Charges. If Customer believes Nanoprecise has charged or invoiced Customer incorrectly, Customer must contact Nanoprecise no later than 30 days after having been charged by Nanoprecise or receiving such invoice in which the error or problem appeared in order to request an adjustment or credit. In the event of a dispute, Customer will pay any undisputed amounts in accordance with the payment terms herein, and the Parties will discuss the disputed amounts in good faith in order to resolve the dispute.
   (e) Late Payment. Customer may not withhold or setoff any amounts due under this Agreement. Any late payment will be increased by the costs of collection (if any) and will incur interest at the rate of one and a half percent (1.5%) compounded monthly (19.56% annually), or the maximum legal rate (if less), plus all expenses of collection, until fully paid. If Customer has not paid all due and undisputed Fees within 10 days of the date that such Fees become due, Nanoprecise reserves the right to suspend Customer’s access to the Nanoprecise SaaS Services and any delivery of Professional Services until all due and undisputed amounts are paid in full.
   (f) Taxes. The Fees do not include applicable sales, use, gross receipts, value-added, GST or HST, personal property or other taxes. Customer will be responsible for and pay all applicable taxes, duties, tariffs, assessments, export and import fees or similar charges (including any applicable interest and penalties) payable in connection with the transactions contemplated by this Agreement, other than taxes based on the net income or profits of Nanoprecise.
   (g) Suspension. Any suspension of the Nanoprecise Solution by Nanoprecise pursuant to this Agreement will not excuse Customer from its obligation to make payments under this Agreement.
8. Confidential Information
   (a) Definitions. For the purposes of this Agreement, a Party or any of its Affiliates, customers, employees, licensors or suppliers receiving Confidential Information will be “Recipient”, the Party disclosing such information will be “Discloser” and “Confidential Information” of Discloser means any and all information of Discloser or any of its Affiliates, and in the case of Nanoprecise, any of its service providers, licensors or customers that has or will come into the possession or knowledge of Recipient in connection with or as a result of entering into this Agreement, including information concerning Discloser’s past, present or future customers, suppliers, technology or business, Nanoprecise Property, this Agreement and where Discloser is Customer, Customer’s Confidential Information includes Customer Data. Notwithstanding the foregoing, except with respect to Personal Information, Confidential Information does not include any information that: (i) is publicly available prior to it being obtained by or becoming known to Recipient, or that subsequently becomes publicly available through no breach of this Agreement by Recipient; (ii) Recipient can demonstrate (through written records) was known to it prior to it being obtained by or becoming known to Recipient in connection with or as a result of entering into this Agreement; (iii) becomes known to Recipient from a third party, where Recipient had no reason to believe that such third party had any obligation of confidence with respect to such information, but only until Recipient subsequently comes to have reason to believe that such information was subject to an obligation of confidence; or (iv) Recipient can demonstrate (through written records) was developed independently by it or by individuals employed or engaged by Recipient who did not have any access to, or the benefit of, the Confidential Information of Discloser.
   (b) Confidentiality Covenants. Recipient hereby agrees that during the Term and at all times following the Term it will:
   (i) not disclose Confidential Information of Discloser to any person without the express written consent of Discloser, except: (A) if Recipient is Customer, to its own employees, Permitted Users, or such other recipients as Nanoprecise may approve in writing; or (B) if Recipient is Nanoprecise, to its and its Affiliate’s employees, contractors, subcontractors, advisors, consultants, officers, directors, partners, shareholders, agents and their respective successors or permitted assigns, or such other recipients as Customer may approve in writing, provided that any person described in Section 8(b)(i)(A) or Section 8(b)(i)(B) must have a “need to know” for the purposes of receiving or providing the Nanoprecise Solution, be informed of the confidential nature of the Confidential Information, be directed to hold the Confidential Information in confidence and agree in writing, or otherwise be legally bound, to comply with confidentiality obligations in respect of such Confidential Information that are no less stringent than the provisions of this Agreement;
   (ii) not use Confidential Information of Discloser or permit it to be accessed or used for any purpose except to exercise its rights or perform its obligations under this Agreement;
   (iii) not alter or remove from any Confidential Information of Discloser any proprietary legend; and
   (iv) maintain the Confidential Information of Discloser in strict confidence, which will include taking measures to protect the confidentiality and security of such Confidential Information using a reasonable standard of care, and no less than the standard of care taken to protect its own Confidential Information of similar sensitivity.
   (c) Exceptions to Confidentiality. Notwithstanding Section 8(b), Recipient may disclose Discloser’s Confidential Information:
   (i) only if and to the extent legally compelled or required by a Governmental or Regulatory Authority, provided that Recipient must first: (A) provide Discloser with prompt prior written notice of such compelled disclosure (except where prohibited by Applicable Law from doing so) to give Discloser the opportunity to oppose such disclosure; and (B) cooperate fully with Discloser in protecting against or limiting any such disclosure, including obtaining a protective order narrowing the scope of such disclosure and use of the Confidential Information. Thereafter, Recipient may disclose the Confidential Information of Discloser, but only to the extent required and subject to any protective order that applies to such disclosure;
   (ii) to its legal counsel and other professional advisors if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services in connection with the Party’s business; or
   (iii) in the case of Nanoprecise, to potential assignees, acquirers or successors of Nanoprecise if and to the extent such persons need to know such Confidential Information in connection with a potential sale, merger, amalgamation or other corporate transaction involving the business or assets of Nanoprecise.
   (d) Injunction and other equitable relief. Each of the Parties acknowledge that disclosure of Discloser’s Confidential Information or any other breach of this Section 8 may cause serious and irreparable damage and harm to Discloser and that remedies at law may be inadequate to protect against breach of this Agreement, and each Party agrees that Discloser may seek injunctive relief for any breach of the provisions of this Section 8 and to the specific enforcement of the terms of this Section 8, in addition to any other remedy to which Discloser would be entitled.
   (e) Return of Confidential Information. Upon written request by a Discloser or upon the termination or expiration of this Agreement, each Party will promptly return to the other Party or destroy all Confidential Information (excluding any Customer Data which is addressed at Section 12(c)) of the other Party in its possession or control within a reasonable amount of time in accordance with Recipient’s data destruction practices. Notwithstanding the foregoing, Nanoprecise may retain any electronically archived Customer’s Confidential Information, provided that such retained information remains subject to the confidentiality obligations in this Section 8. Upon written request of Discloser, Recipient will certify in writing that it has complied with this Section 8.
9. Warranty; Disclaimer
   (a) Customer Warranty. Customer represents, warrants, and covenants to Nanoprecise that Customer has obtained and provided, and will continue to obtain and provide, all necessary consents, rights and notices, and otherwise has and continues to have all necessary authority in and relating to the Customer Data (including Personal Information) for Nanoprecise to perform its obligations and exercise its rights under this Agreement in compliance with Applicable Laws, including applicable privacy laws, and without infringing, misappropriating or otherwise violating any Intellectual Property Rights or other rights of any third party, and will inform Nanoprecise immediately if any such consents, rights or authority are withdrawn or can no longer be relied upon.
   (b) GENERAL DISCLAIMER. NANOPRECISE DOES NOT WARRANT THAT THE NANOPRECISE SOLUTION WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE NANOPRECISE SOLUTION EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT. THE NANOPRECISE SOLUTION (OR ANY PART OF THEM), AND ANY OTHER PRODUCTS OR SERVICES PROVIDED BY NANOPRECISE TO CUSTOMER ARE PROVIDED “AS IS” AND “AS AVAILABLE”.
   TO THE EXTENT PERMITTED BY APPLICABLE LAW, NANOPRECISE HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, NANOPRECISE EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO CUSTOMER IN CONNECTION WITH CUSTOMER’S USE OF THE NANOPRECISE SOLUTION (OR ANY PART OF THEM), IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY CUSTOMER FOR ANY PURPOSE WHATSOEVER.
10. Indemnities
    (a) Nanoprecise Indemnity.
    (i) Nanoprecise will indemnify, defend, and hold harmless Customer and its officers, directors, employees, and agents (each, a “Customer Indemnitee”) from and against any and all Losses incurred by a Customer Indemnitee arising out of or relating to any Claims by a third party (other than an Affiliate of a Customer Indemnitee) that arise from or relate to any allegation that the Nanoprecise SaaS Services infringe any third-party Intellectual Property Right in Canada or the U.S. The foregoing obligation does not apply to any Claims or Losses arising out of or relating to any: (A) incorporation of the Nanoprecise SaaS Services into, or any combination, operation, or use of the Nanoprecise SaaS Services with, any products or services not provided or authorized by Nanoprecise; (B) modification of any the Nanoprecise SaaS Services other than by Nanoprecise or with Nanoprecise’s express written approval; (C) unauthorized use of the Nanoprecise SaaS Services; or (D) Losses covered by the Customer’s indemnity obligations in Section 10(b). SECTION 10(a) IS NANOPRECISE’S SOLE AND EXCLUSIVE LIABILITY, AND ANY CUSTOMER INDEMNITEE’S SOLE AND EXCLUSIVE REMEDY FOR ANY INFRINGEMENT OR MISAPPROPRIATION OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.
    (ii) If the Nanoprecise SaaS Services are, or in Nanoprecise’s opinion are likely to be, claimed to infringe, misappropriate, or otherwise violate any third party Intellectual Property Right, or if Customer’s use of the Nanoprecise SaaS Services is enjoined or threatened to be enjoined, Nanoprecise may, at its option and sole cost and expense:
    (A) obtain the right for Customer to continue to use the affected Nanoprecise SaaS Services materially as contemplated by this Agreement;
    (B) modify or replace the Nanoprecise SaaS Services, in whole or in part, to seek to make the Nanoprecise SaaS Services (as so modified or replaced) non-infringing, in which case such modifications or replacements will constitute the Nanoprecise SaaS Services under this Agreement; or
    (C) if Nanoprecise determines that neither of the foregoing two options are reasonably available, then this Agreement may be terminated in whole or in part by Nanoprecise and Nanoprecise’s sole liability, in addition to the indemnification obligations herein, will be to refund prepaid unused Fees attributable to the affected portion of the Nanoprecise Solution that was to be provided after the effective date of termination, and Customer will return all impacted Hardware to Nanoprecise.
    THE FOREGOING IS IN LIEU OF ANY REPRESENTATION, COVENANTS OR WARRANTIES OF NONINFRINGEMENT, WHICH ARE DISCLAIMED.
    (b) Customer Indemnity. Customer will defend, indemnify and hold harmless Nanoprecise, its Affiliates, subsidiaries and each of their respective directors, officers, employees, subcontractors and other representatives (each, a “Nanoprecise Indemnitee”) from and against any and all Losses incurred by a Nanoprecise Indemnitee arising out of or relating to any Claim by a third party (other than an Affiliate of a Nanoprecise Indemnitee) that arise from or relate to: (i) Customer Data; (ii) unauthorized use of the Nanoprecise Solution by Customer or any Permitted User; (iii) use of the Nanoprecise Solution (or any part of them) by Customer or any Permitted User in combination with any third party software, application or service; (iv) death, sickness, disease or injury of any kind to any person, or any damage, loss or destruction of any tangible, real, personal or intangible property, caused by Customer’s, its personnels’, or its Permitted Users’ use of the Nanoprecise Solution; (v) Customer’s breach of Applicable Law; (vi) Customer’s breach of Section 2(b)(viii); or (vi) Customer’s gross negligence, wilful misconduct, or fraud.
    (c) Indemnification Procedure. Each Party will promptly notify the other Party in writing of any Claim for which such Party believes it is entitled to be indemnified pursuant to this Section 10. The Party seeking indemnification (the “Indemnitee”) will cooperate with the other Party (the “Indemnitor”) at the Indemnitor’s sole cost and expense. The Indemnitor will promptly take control of the defense and investigation of such Claim (although the Indemnitor will not settle any Claim without the Indemnitee’s prior written consent) and will employ counsel of its choice to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee’s failure to perform any obligations under this Section 10(c) will not relieve the Indemnitor of its indemnity obligations under this Section 10 except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing.
11. Limitation of Liability
    The Parties acknowledge that the following provisions have been negotiated by them and reflect a fair allocation of risk and form an essential basis of the bargain and will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy:
    (a) AMOUNT. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY (INCLUDING ANY PREVIOUSLY PAID LOSSES) OF EITHER PARTY IN CONNECTION WITH OR UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER FOR THE NANOPRECISE SOLUTION IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE FIRST EVENT GIVING RISE TO THE LOSSES. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.
    (b) TYPE. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST OR LOSS OF (A) SAVINGS, (B) PROFIT, (C) DATA, (D) USE, OR (E) GOODWILL; (III) BUSINESS INTERRUPTION; (IV) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (V) PERSONAL INJURY OR DEATH; OR (VI) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES.
    (c) Exceptions. The limitations in Sections 11(a) and 11(b) do not apply to: (i) fraud, gross negligence or willful misconduct; (ii) either Party’s breach of Section 8; or (iii) Customer’s obligations to pay Fees due and payable.
12. Term and Termination
    (a) Term. This Agreement will commence on the Effective Date and continue to be in effect for a period of one year (the “Initial Term”), unless terminated earlier in accordance with this Agreement. This Agreement will automatically renew for successive periods of one year (each a “Renewal Term”), unless either Party provides the other Party with written notice of its intention not to renew not less than 30 days prior to the end of the then current Term.
    (b) Termination for Cause. Either Party may terminate this Agreement, by giving to the other Party written notice of termination upon the occurrence of any of the following events:
    (i) the other Party breaches or defaults on any of the material terms or conditions of this Agreement (including Customer’s payment obligations under Section 7) and fails to cure such breach or default within 30 days of receipt of written notice thereof; except that, in the event of any breach that is incapable of being cured, such termination will be effective immediately;
    (ii) the other Party makes any assignment for the benefit of creditors or is unable to pay its debts as they mature in the ordinary course of business; or
    (iii) any proceedings are instituted by or against the other Party under any insolvency laws or for reorganization, receivership or dissolution.
    (c) Effect of Termination. Upon the effective date of the expiration or termination of this Agreement (the “Termination Effective Date”):
    (i) Customer will immediately cease (and ensure that all Permitted Users immediately cease) accessing or using Nanoprecise SaaS Services;
    (ii) Customer will return any Nanoprecise Property, including leased Hardware, in its possession and certify in writing to Nanoprecise that the Nanoprecise Property has been returned;
    (iii) no new Orders may be agreed to or entered into by the Parties and all Orders will terminate;
    (iv) all Fees due and payable and any amounts due to Nanoprecise are immediately due and are to be immediately paid by Customer to Nanoprecise. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund; and
    (v) if Customer requests in writing at least 30 days prior to the Termination Effective Date and provided that Customer has paid all Fees due and payable as at the Termination Effective Date, within 120 days of such request Nanoprecise will make all Customer Data available to Customer for electronic retrieval for a period of 30 days. Following such 30-day period Nanoprecise will delete or otherwise render inaccessible any Customer Data that remains in the hardware or systems used by Nanoprecise to provide the Nanoprecise SaaS Services. Notwithstanding anything to the contrary in this Agreement, Nanoprecise may retain Customer Data to the extent and so long as required by Applicable Law and Nanoprecise may retain Customer Data in its backups, archives and disaster recovery systems until such Customer Data is deleted in the ordinary course, provided that all such Customer Data will remain subject to all confidentiality requirements of this Agreement.
    (d) Survival. The following Sections, together with any other provision of this Agreement which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of this Agreement, will survive expiration or termination of this Agreement for any reason: Section 3 (Ownership; Reservation of Rights; and License Grants), Section 7 (Fees and Payment), Section 8 (Confidential Information), Section 9 (Warranty; Disclaimer), Section 10 (Indemnities), Section 11 (Limitation of Liabilities), Section 13 (General Provisions), Section 12(d) (Effect of Termination) and this Section 12(d) (Survival).
13. General Provisions
    (a) Notices. Notices sent to either Party will be effective when delivered in writing and in person or by email, one day after being sent by overnight courier, or five days after being sent by first class mail postage prepaid to the official contact designated by the Party to whom a notice is being given. Notices must be sent: (i) if to Nanoprecise, to the following address:
    Address:
    Advanced Technology Centre
    9650 20 Ave NW Suite #204
    Edmonton, AB
    T6N 1G1
    Attention: Nanoprecise Sci Corp.
    Email: commercialreviews@nanoprecise.com
    
    and (ii) if to Customer, to the current postal or email address that Nanoprecise has on file with respect to Customer. Nanoprecise may change its contact information by posting the new contact information on the Website or by giving notice thereof to Customer. Customer is solely responsible for keeping its contact information on file with Nanoprecise current at all times during the Term.
    (b) Assignment. Customer will not assign or transfer this Agreement, or transfer or subcontract any of its rights or delegate any of its obligations under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Nanoprecise. Any purported assignment or delegation by Customer to any third party in violation of this Section will be null and void. Nanoprecise may assign any of its rights, or delegate any of its obligations, under this Agreement to any third party without the consent of Customer. This Agreement enures to the benefit of and is binding upon the Parties and their respective successors and permitted assigns.
    (c) Governing Law and Attornment. This Agreement and any Claim related thereto will be governed by and construed in accordance with the laws of the Province of Alberta and the applicable federal laws of Canada, without regard to conflicts of law principles. The Parties will initiate any lawsuits in connection with this Agreement in Edmonton, Alberta, and irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting therein. Notwithstanding the foregoing, Nanoprecise may: (i) seek remedies to collect unpaid Fees from Customer; and (ii) seek remedies with respect to a violation of Nanoprecise’s Intellectual Property Rights or Section 8 (Confidential Information), in any appropriate jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.
    (d) Export Restrictions. Customer will comply with all export laws and regulations under Applicable Law that may apply to its access to or use of the Nanoprecise Solution. Nanoprecise makes no representation or warranty that the Nanoprecise Solution may be exported without Customer first obtaining appropriate licenses or permits under Applicable Law, or that any such license or permit has been, will be, or can be obtained.
    (e) Construction. Except as otherwise provided in this Agreement, the Parties’ rights and remedies under this Agreement are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity or otherwise. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of this Agreement are for reference purposes only and have no substantive effect. The terms “consent” or “discretion”, when used in respect of a Party in this Agreement, mean the right of such Party to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain its decision to the other Party. The language used in this Agreement is the language chosen by the Parties to express their mutual intent, and no rule of strict construction will be applied against any Party.
    (f) Force Majeure Event. Neither Party will be liable for delays caused by any event or circumstances beyond that Party’s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes, slowdowns, walkouts or other labour problems (other than those involving that Party’s employees), Internet service failures or delays, cyberattacks, or the unavailability or Modification by third parties of telecommunications or hosting infrastructure or third party software or websites or changes in law preventing or limiting the provision of the Nanoprecise Solution (“Force Majeure Event”). This Section does not apply to any of Customer’s obligations under Sections 7, 8, or 10. In the event of any failure or delay caused by a Force Majeure Event, the affected Party will give prompt written notice to the other Party stating the period of time the occurrence is expected to continue and use commercially reasonable efforts to end the failure or delay and minimize the effects of such Force Majeure Event.
    (g) Severability. Any provision of this Agreement found by a tribunal or court of competent jurisdiction to be invalid, illegal or unenforceable will be severed from this Agreement and all other provisions of this Agreement will remain in full force and effect.
    (h) Waiver. A waiver of any provision of this Agreement must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.
    (i) Further Assurances. Each Party will, from time to time, execute and deliver all such further documents and instruments and do all acts and things as the other Party may reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.
    (j) Entire Agreement. This Agreement (including all Orders) constitutes the entire agreement between the Parties and set out all the covenants, promises, warranties, representations, conditions, and agreements between the Parties in connection with the subject matter of this Agreement and supersedes all prior or contemporaneous agreements, representations or other communications between the Parties, whether written or oral. For clarity, any terms and conditions appearing on a purchase order or similar document issued by Customer, or in Customer’s procurement, invoicing, or vendor onboarding portal: (i) do not apply to the Nanoprecise Solution; and (ii) do not override or form a part of this Agreement (including any Order).
    (k) Amendments. No amendment, supplement, modification, waiver, or termination of this Agreement and, unless otherwise expressly specified in this Agreement, no consent or approval by any Party, will be binding unless executed in writing by the Party or Parties to be bound thereby. Notwithstanding the preceding sentence, Nanoprecise may unilaterally amend this agreement, in whole or in part (each, an “Amendment”), by giving Customer 30 days prior notice of such Amendment or posting notice of such Amendment on the Website. Unless otherwise indicated by Nanoprecise, any such Amendment will become effective 30 days after the date the notice of such Amendment is provided to Customer or is posted on the Website (whichever is the earlier).
    (l) Customer Lists. Nanoprecise may identify Customer by name and logo as a Nanoprecise customer on Nanoprecise’s website and on other promotional materials. Any goodwill arising from the use of Customer’s name and logo will inure to the benefit of Customer.
    (m) Order of Precedence. To the extent of a conflict between this Products and Services Agreement and any Orders:
    (i) in respect of Section 3 (Ownership; Reservation of Rights), Section 8 (Confidential Information), Section 9 (Warranty; Disclaimer), Section 10 (Indemnities), Section 11 (Limitation of Liabilities), Section 12(d) (Survival) and Section 13 (General Provisions, including this Section 13(m)), this Products and Services Agreement will prevail; and
    (ii) for all other Sections, unless the Order expressly states that it modifies or varies this Products and Services Agreement, this Products and Services Agreement will prevail.
    (n) English Language. The Parties confirm that the essential stipulations of this Agreement reflect the mutual agreement of the Parties further to negotiation, and were not imposed by either Party, even when drawn up by one of the Parties. The Parties further confirm that it is the express wish of all Parties that this Agreement, all documents related to this Agreement and all communications between the parties in the context of the performance of this Agreement be in English only. Les parties confirment que les stipulations essentielles de la présente entente reflètent le résultat de discussions libres de gré à gré et n’ont pas été imposées par l’une ou l’autre des parties, même lorsque rédigées par l’une des parties. Les parties confirment également que c’est la volonté expresse des parties que la présente entente, tout document s’y rattachant et toute communication entre les parties dans le cadre de l’exécution de cette entente soient uniquement en anglais.

Exhibit A
Support Services

1. Capitalized terms used in this Exhibit A have the meaning ascribed in this Section 1. Any capitalized terms in this Exhibit A that are not defined will have the meanings set out in the Agreement. For the purposes of this Exhibit A:
   (a) “Available” means the Nanoprecise SaaS Services are available to perform their material functionality when required.
   (b) “Business Hours” means 9 a.m. MST to 5 p.m. MST.
   (c) “Excluded Downtime” means any of the following,
   (i) periods when Nanoprecise is performing scheduled maintenance;
   (ii) any downtime resulting from outages of third party connections or utilities or other reasons beyond Nanoprecise’s control, including Internet access problems;
   (iii) any downtime resulting from Nanoprecise’s suspension of Nanoprecise SaaS Services in accordance with the terms of this Agreement;
   (iv) any downtime resulting from a Force Majeure Event;
   (v) any downtime resulting from Customer’s breach of this Agreement or any Order;
   (vi) any downtime for emergency maintenance; or
   (vii) any downtime resulting from Nanoprecise’s blocking of data communications or other Nanoprecise SaaS Services in accordance with its policies.
   (d) “Incident” means any verifiable errors in the provision of the Nanoprecise SaaS Services, malfunctions, irregularities or any other actual or potential failure or other degradation of all or part of the Nanoprecise SaaS Services that results in the Nanoprecise SaaS Services not conforming to or performing in accordance with all or part of the functionality set out in the applicable Order.
   (e) “Incident Notification” has the meaning set out in Section 2 of this Exhibit A.
   (f) “Initial Response” means an acknowledgement by Nanoprecise’s personnel of an Incident Notification from Customer.
   (g) “Service Restoration” means a functional solution to the Incident that results in the Nanoprecise SaaS Services operating materially in accordance with the functionality set out in the applicable Order or Documentation.
   (h) “Support Services” has the meaning set out in Section 2 of this Exhibit A.
2. During the Term after Nanoprecise has confirmed that Nanoprecise SaaS Services are available for production use by Permitted Users, Nanoprecise will make the Nanoprecise SaaS Services Available 99.9% of the time (excluding Excluded Downtime), as measured on a monthly basis.
3. If and when Customer believes that an Incident has occurred that requires Customer to contact Nanoprecise for Nanoprecise’s technical support (“Support Services”), Customer will provide written notification of the Incident to Nanoprecise by (a) emailing Nanoprecise at support@nanoprecise.com, (b) using the Nanoprecise online chat tool, or (c) such other email address designated by Nanoprecise, including through Customer’s named or dedicated account team, as applicable (“Incident Notification”). Such Incident Notification must include a detailed description of the Incident and any other information that Customer deems applicable.
4. During the Term (excluding periods of Excluded Downtime), after Nanoprecise has confirmed that Nanoprecise SaaS Services are available for production use by Permitted Users, upon Nanoprecise’s receipt of an Incident Notification from Customer, Nanoprecise will provide Support Services in accordance with the timeframes set out in this Section 3. For clarity, Initial Response and Service Restoration timeframes for an Incident commence at the time that Nanoprecise receives the applicable Incident Notification from Customer.

5. Customer will provide all cooperation and assistance as Nanoprecise may reasonably request to enable Provider to provide Support Services in accordance with this Exhibit A. Nanoprecise may amend the Support Services from time to time on written notice to Customer.