Terms and Conditions

Effective: 21 January 2024

REDUCTO, INC, (“REDUCTO”) PROVIDES THE PRODUCTS (AS DEFINED BELOW) SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THESE REDUCTO GENERAL TERMS AND CONDITIONS (THIS “AGREEMENT” OR THE “TERMS”) AND ON THE CONDITION THAT CUSTOMER ACCEPTS AND COMPLIES WITH THEM. PLEASE READ THESE TERMS CAREFULLY. BY CLICKING “I ACCEPT”, BY EXECUTING OR SUBMITTING ANY ORDER FORM (AS DEFINED BELOW), OR BY ACCESSING OR USING THE REDUCTO PRODUCT(S) IN ANY MANNER, CUSTOMER (AS DEFINED BELOW): (A) ACKNOWLEDGES THAT IT HAS READ, UNDERSTANDS, AND AGREES TO BE BOUND BY THESE TERMS AND BY SUCH OTHER TERMS, CONDITIONS, POLICIES, AND DOCUMENTS THAT MAY BE INCORPORATED HEREIN BY REFERENCE, INCLUDING, WITHOUT LIMITATION, THE REDUCTO PRIVACY POLICY, AVAILABLE AT https://www.reducto.ai/privacy; (B) AFFIRMS THAT YOU ARE AT LEAST 18 YEARS OF AGE (OR HAVE REACHED THE AGE OF MAJORITY IN THE JURISDICTION WHERE YOU RESIDE); AND (C) IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A COMPANY OR OTHER ORGANIZATION, REPRESENT AND WARRANT THAT YOU HAVE THE ORGANIZATIONAL AND LEGAL AUTHORITY TO ACCEPT THESE TERMS ON SUCH COMPANY’S OR OTHER ORGANIZATION’S BEHALF AND TO BIND SUCH COMPANY OR ORGANIZATION.

1.          SCOPE AND DEFINITIONS

1.1         Scope. These Terms shall apply to the licensing of the Reducto Products, as ordered by Customer in the applicable Order Form. Reducto extracts text, tables, and additional metadata from unstructured PDFs.

1.2         Definitions. Capitalized terms not otherwise defined shall have the meaning set forth in this section.

1.2.1     Acceptance Date” means the date on which Customer signs the Order Form.

1.2.2     Affiliate” means any individual, corporation, partnership, or business entity that controls, is controlled by, or is under common control by an entity with an ownership of more than 50% of the voting shares.

1.2.3     Agreement” means, collectively, these Reducto General Terms and Conditions and the Order Form executed by the parties.

1.2.4     Authorized User” means a Customer employee or contractor who is authorized by Customer to use the Product on behalf of Customer.

1.2.5     Customer” means the company defined in the Order Form, which orders the Product and/or to whom, pursuant to an Order Form, the Reducto Software is licensed to and/or whose Authorized Users accesses and uses the Reducto SaaS.

1.2.6     Customer Data” means any data, information, or other content that is made available, by or on behalf of Customer or any Authorized User, for upload to or access, analysis, or processing by the Product.

1.2.7     Customer System” means any on-premise, private cloud, or other installation environment system, or application owned, operated, licensed or managed by Customer or its Affiliate on which the applicable Reducto Product is installed or connected with.

1.2.8     Documentation” means Reducto’s published user documentation that describe the design, functions, operation, or use of the Product ordinarily made available to all its customers.

1.2.9     Fee means any fees which Customer is required to pay in accordance with this Agreement and the Order Form.

1.2.10   "High Risk Activity" means any situation where the use or failure of the Product could be reasonably expected to lead to death, bodily injury, or environmental damage. Examples include full or partial autonomous vehicle technology, medical life-support technology, emergency response services, nuclear facilities operation, and air traffic control.

1.2.11   Intellectual Property Rights” means any worldwide common law and statutory rights, whether arising under the applicable law or any other state, country, jurisdiction, government, or public legal authority, associated with (i) patents, utility models, and invention disclosures and applications therefor, (ii) trade secrets, know-how and proprietary information, (iii) copyrights, works of authorship, copyrights registrations and applications thereof; (iv) trademarks, service marks, designs and other designations of source, (v) industrial designs, (vi) all rights in databases and data collections, (vii) all moral and economic rights of authors and inventors, however denominated, (viii) rights to apply for, file for, certify, register, record, or perfect any of the foregoing, and (ix) any similar or equivalent rights to any of the foregoing (as applicable).

1.2.12   Order Form” means the Order Form for Reducto Software licenses and/or Reducto SaaS, or any other document as agreed by the parties, specifying the options chosen by Customer for the Product as well as Fees and additional conditions.

1.2.13   Product” means each of the Reducto Software and the Reducto SaaS to the extent provided by Reducto to Customer pursuant to an Order Form and associated APIs.

1.2.14   Reducto SaaS” means any Product made available by Reducto to Customer as SaaS under the Order Form.

1.2.15   Reducto Software” means any software provided by or on behalf of Reducto in executable code form to Customer pursuant to an Order Form, including such software’s components as well as all available technology adapters with respect thereto as defined in the Order Form.

1.2.16   Reducto Properties” means the Reducto SaaS, Reducto Software and Documentation, including all copies, portions, extracts, selections, arrangements, compilations, adaptations, modifications and improvements thereof, and all derivative works of any of the foregoing.

1.2.17   Support” means support services in connection with the Product under the respective support plan indicated in the Order Form.

1.2.18   Term” means the duration of the license subscription for the Product and the Support as set forth in the applicable Order Form.

2.          OWNERSHIP

2.1         Ownership of Intellectual Property. Reducto retains all rights, title, and interest, including all Intellectual Property Rights, in and to the Reducto Properties. Customer retains all rights, title, and interest in and to the Customer Data. Customer may not remove, alter, or obscure any proprietary rights notices contained in or affixed to the Reducto Properties.

2.2         No Rights by Implication. Except for the rights expressly granted in this Agreement, no license or right is granted to Customer by Reducto by implication or otherwise.

2.3         Feedback. To the extent Customer or any Authorized User provides Reducto with any suggestions, feature requests, evaluation results, feedback, or other input in relation to any aspect of the Products or other Reducto Properties (collectively, “Feedback”), Customer hereby assigns and agrees to assign to Reducto all right, title and interest in and to such Feedback, including any Intellectual Property Rights therein, and acknowledges and agrees that Reducto is free to use such Feedback in any manner, including by implementing such Feedback in Reducto’s products and services, without compensation or other obligation to Customer or any Authorized User, and without any attribution to Customer or any Authorized User.

2.4         Open Source Component(s). Customer acknowledges that certain software components of the Product may be covered by open source licenses as promulgated by the Open Source Initiative or as promulgated by the Free Software Foundation (“Open Source Component”). To the extent required by such open source license for respective Open Source Component, the terms of such license will apply to such Open Source Component in lieu of the relevant provisions of this Agreement. If such open source license prohibits any of the restrictions in this Agreement, such restrictions will not apply to such Open Source Component. Reducto shall provide Customer with a list of Open Source Components upon Customer’s request.

3.          FEES AND TRIALS

3.1         Payment Terms. Except as otherwise set forth in an Order Form, Fees will be due and payable thirty (30) days after Customer’s receipt of an undisputed invoice. Customer shall provide Reducto with accurate billing and contact information and notify Reducto of any changes to such information. All Fees are non-refundable and non-cancellable except as otherwise set forth herein.

3.2         Renewal Term Fees. Reducto reserves the right to modify the Fees payable by Customer for any Order Form renewal upon at least sixty (60) days’ written notice to Customer prior to expiration of the applicable Order Form’s then-current Term.

3.3         Subscriptions and True up. Except as otherwise provided in the applicable Order Form: (i) Product licenses are purchased for the Term stated therein; (ii) additional license quantities may be added during a Term at the same pricing as the underlying subscription and shall be co-terminated and prorated for the remainder of the applicable Term. License quantities cannot be decreased during the Term. If Customer’s actual license usage exceeds the license usage quantity (determined monthly) set forth in the Order Form, Reducto will notify Customer (email sufficing) of such overage and will invoice Customer the Fees for the excess license usage, prorated for the remainder of the then-current Term.

3.4         Interest. If any Fees payable under this Agreement are not paid when due then, without prejudice to Reducto’s other rights under this Agreement, that sum will bear interest from the due date until the date when payment is received by Reducto, both before and after any judgment, at the rate of one and a half percent (1.5%) per month, or if lower the maximum rate allowed by applicable law. In the event Customer in good faith disputes any Fees due under any invoice issued by Reducto, Customer shall pay the undisputed amount, and the parties shall use diligent efforts to resolve any such dispute. Reducto will also be entitled to recover from Customer the costs and expenses incurred in connection with collecting any undisputed Fees (including without limitation costs of investigation, collection agency, court and attorneys' fees).

3.5         Resellers and Payment Processors. Customer may elect to purchase certain Products through a reseller authorized by Reducto to resell the Products ("Reseller") or elect to pay for the Products through a third party that processes Customer's payments (each a "Payment Processor"). Customer's obligation for payment to, and relationship with, such Reseller or Payment Processor is between Customer and such Reseller or Payment Processor and is governed by the Customer’s agreement with such Reseller or Payment Processor. If Customer elects to use a Reseller or Payment Processor in connection with the Products, Customer acknowledges and agrees that information about Customer, this Agreement and any Order Forms may be disclosed to such Reseller or Payment Processor.

3.6         Taxes. All payments, Fees, and any other charges payable by Customer to Reducto under this Agreement are exclusive of all local, state, federal and foreign taxes, levies and duties of any nature, including sales, goods and services, value added, property, excise, withholding and use taxes (collectively, “Taxes”). Customer shall bear, and is responsible for paying, all Taxes imposed on Customer or Reducto arising out of this Agreement, excluding any tax based on Reducto’s net income.

3.7         Trials. Customer’s subscription to the Product may be preceded by a trial (a “Trial”). If Customer receives a Trial, Customer may only use those portions of the Product included in the Trial and only for the duration of that Trial, in each case as communicated by Reducto to Customer in writing, and only for the purpose of evaluating the desirability of purchasing a subscription to the Product. Upon the expiration of any Trial, Customer’s access to the Product will cease, except to the extent Customer has purchased and/or registered for a subscription license under an Order Form in accordance with the terms hereof.

4.          WARRANTY AND LIABILITY

4.1         Limited Warranty. Reducto warrants to Customer that, as applicable, (i) the Reducto Software will conform in all material respects to the applicable Documentation in effect on the Acceptance Date during the first three (3) months of this Agreement, provided the Reducto Software is used in accordance with the Documentation and the terms of this Agreement; and (ii) the Reducto SaaS will conform in all material respects to the Documentation in effect during the Term. Notwithstanding any provision of this Agreement to the contrary, Reducto shall not have any obligation under this section to the extent a nonconformity of the Product is the result of (a) the Product having been modified, repaired, or reworked by any party other than Reducto or a third party on behalf of Reducto, (b) any use of the Product in conjunction with another product or service not recommended in the Documentation, (c) any damage to the Product beyond Reducto’s reasonable control, or (d) any use of or access to the Product not in conformance with the Documentation. The limited warranty set forth in this section does not apply, and is fully excluded, in cases of Trial use of the Product.

4.2         Representation. Each party represents that it has validly entered into this Agreement and has the legal power to do so.

4.3         Remedy. If the Product does not conform to the warranty as provided in Section 4.1 during the applicable warranty period set forth in Section 4.1, Reducto will, as its sole and exclusive obligation and as Customer’s sole and exclusive remedy for breach of this warranty, at Reducto’s election (i) use commercially reasonable efforts to correct such nonconformity provided the non-conformance can be recreated by Reducto or (ii) replace the nonconforming Product or (iii) if Reducto is unable to accomplish either of the foregoing in a commercially reasonable amount of time, Reducto may terminate the Order Form for the affected Product and Customer shall be entitled to a pro-rata refund of the Fees paid corresponding to the period of discontinuation of the affected Product upon receipt of a letter from Customer certifying de-installation of the nonconforming Reducto Software and/or discontinuation of the Reducto SaaS. Customer shall notify Reducto in writing, specifically describing the non-conformity of the Product within the warranty period and Reducto shall verify the existence of such non-conformity before Reducto proceeds as set forth in this Section 4.3.

4.4         DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 4.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE REDUCTO PROPERTIES ARE PROVIDED BY REDUCTO “AS IS” AND ON AN “AS-AVAILABLE” BASIS, AND NEITHER REDUCTO NOR ITS THIRD-PARTY LICENSORS MAKE ANY OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, BY STATUTE, USAGE, TRADE CUSTOM, OR OTHERWISE WITH RESPECT TO THE REDUCTO PROPERTIES, AND REDUCTO DISCLAIMS ANY AND ALL WARRANTIES, REPRESENTATIONS, OR CONDITIONS RELATING THERETO INCLUDING, WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR ANY INTENDED OR PARTICULAR PURPOSE. REDUCTO DOES NOT GUARANTEE THAT ANY OF THE REDUCTO PROPERTIES WILL BE FREE OF DEFECTS, RUN ERROR-FREE OR UNINTERRUPTED OR MEET CUSTOMER’S REQUIREMENTS. REDUCTO DOES NOT GUARANTEE COMPLETE ACCURACY FOR EXTRACTED OUTPUTS, ESPECIALLY ERRORS CAUSED BY LIMITATIONS WITH ITS OCR AND VISION MODELS PIPELINES. AS BETWEEN CUSTOMER AND REDUCTO, CUSTOMER ASSUMES ALL RISK IN CONNECTION WITH ITS USE OF, INTERPRETATION OF, AND RELIANCE ON THE REDUCTO PROPERTIES AND ALL CONTENT, RESULTS, AND OUTPUTS GENERATED THEREBY, AND ALL DATA AND INFORMATION MADE AVAILABLE, ACCESSIBLE, OR EXPORTABLE VIA THE PRODUCTS. CUSTOMER EXPRESSLY AGREES AND ACKNOWLEDGES THAT PERFORMANCE OF THE PRODUCTS AND THE DEVELOPMENT, DELIVERY AND AVAILABILITY OF ANY OUTPUTS THEREOF IS DEPENDENT UPON AND SUBJECT TO THE AVAILABILITY OF CUSTOMER DATA. REDUCTO SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER FOR ANY CUSTOMER DATA, OR FOR ANY LOSS, DAMAGE, OR OTHER ISSUE CAUSED BY THE UNAVAILABILITY, INCOMPLETENESS, OR INACCURACY OF THE SAME, WHETHER CAUSED BY CUSTOMER OR ANY THIRD PARTY.

4.5         LIABILITY. EXCEPT FOR ANY UNDISPUTED FEES DUE FROM CUSTOMER, CUSTOMER’S BREACH OF ANY PRODUCT USAGE RIGHTS AND RESTRICTIONS, INDEMNIFICATION OBLIGATIONS UNDER SECTION 5 (INDEMNITY), A BREACH OF SECTION 6 (CONFIDENTIAL INFORMATION AND CUSTOMER DATA), OR IN THE EVENT OF DAMAGE CAUSED INTENTIONALLY OR BY GROSS NEGLIGENCE OR OF DEATH, BODILY INJURY OR DAMAGE TO HEALTH, NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, REGARDLESS OF THE FORM OR CAUSE OF ACTION, WHETHER IN CONTRACT OR TORT, OR THE NUMBER OF CLAIMS AND TO THE EXTENT PERMITTED BY APPLICABLE LAW (i) NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY, FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL OR INDIRECT DAMAGES, ANY LOSS OF REVENUES OR PROFITS, LOSS OF DATA OR ANY COST OF COVER ARISING OUT OF THIS AGREEMENT, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (ii) EACH PARTY’S LIABILITY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT WILL BE LIMITED TO THE FEES ACTUALLY PAID OR PAYABLE BY CUSTOMER FOR THE PERFORMANCE THAT IS THE SUBJECT OF SUCH CLAIM WITHIN TWELVE (12) MONTHS PRECEDING THE INITIAL INCIDENT GIVING RISE TO THE LIABILITY. THE PARTIES AGREE THAT THIS SECTION REFLECTS A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES IN LIGHT OF THE TERMS OF THIS AGREEMENT. THIS LIMITATION OF LIABILITY WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREUNDER.

5.          INDEMNITY

5.1         Indemnity of Customer.

5.1.1     Subject to the limitations below, Reducto shall defend, or at Reducto’s option, settle, any claim, demand, suit, or proceeding made or brought against Customer, its directors, employees, and agents by a third party alleging that the use of the Product received by Customer pursuant to an Order Form infringes such third party’s Intellectual Property Rights enforceable in a jurisdiction that is signatory to the Berne Convention (“Claim Against Customer”), and shall indemnify Customer from any and all costs, damages, liabilities, losses, and expenses (including reasonable attorneys’ fees) finally awarded against Customer as a result of, or for amounts paid by Customer under a court-approved settlement of a Claim Against Customer, provided that Customer (i) promptly gives Reducto written notice of the Claim Against Customer, (ii) gives Reducto sole control of the defense and settlement of the Claim Against Customer, and (iii) gives Reducto all reasonable assistance. Customer may, at its expense, participate in any such action, suit, or claim with counsel of its choice.

5.1.2     The above obligations do not apply to the extent (i) if Customer settles or make any admissions with respect to the applicable claim without Reducto’s prior written consent; or (ii) a Claim Against Customer arises from: (a) Customer Data, (b) Customer’s material breach of this Agreement which gave rise to the Claim Against Customer, (c) use of the Product in combination with any software, hardware, network, technology or system not provided by Reducto, (d) compliance with any Customer requirements or specifications outside the Documentation, or (e) any matter covered by Customer’s indemnification obligations.

5.1.3     If any Claim Against Customer which Reducto is obligated to defend has occurred, or in Reducto’s determination, is likely to occur, Reducto may in its discretion and at no cost to Customer (i) modify the Product so that it no longer infringes, without breaching the warranty set forth in Section 4.1, (ii) obtain a license for Customer’s continued use of the Product in accordance with this Agreement, or if such remedies are not reasonably available, (iii) terminate this Agreement upon thirty (30) days’ written notice and refund Customer the prepaid but unused Product subscription fee that corresponds to the period of license discontinuation upon certified destruction and deinstallation of the Reducto Software and/or discontinued access and use of the Reducto SaaS.

5.2         Indemnity of Reducto. Customer shall defend, or at Customer’s option, settle, any claim, demand, suit, or proceeding made or brought against Reducto, its directors, employees, and agents by a third party arising out of (i) Customer’s or any of its Authorized Users’ violation of this Agreement or applicable law; (ii) any claim that the Customer Data infringes, misappropriates, or otherwise violates the Intellectual Property Rights or rights of privacy of any third party; (iii) any submission of Sensitive Content to Reducto by Customer or any of its Authorized Users; (iv) any access to or use of the Product by Customer or any of its Authorized Users in a manner that exceeds the scope of the License granted hereunder or that otherwise violates this Agreement; or (v) any Customer System (each a “Claim Against Reducto”), and shall indemnify Reducto from any and all costs, damages, liabilities, losses, and expenses (including reasonable attorneys’ fees) incurred by or awarded against Reducto as a result of, or for amounts paid by Reducto under a court-approved settlement of a Claim Against Reducto, provided that Reducto (a) promptly gives Customer written notice of the Claim Against Reducto, (b) gives Customer control of the defense and settlement of the Claim Against Reducto, and (c) gives Customer all reasonable assistance. Reducto may, at its expense, participate in any such action, suit, or claim with counsel of its choice.

5.3         Exclusive Remedy. This section states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for relevant claims as described in this section.

6.          CONFIDENTIAL INFORMATION AND CUSTOMER DATA

6.1         Confidential Information. Any information furnished to one party (“Recipient”) by the other party (“Discloser”) that (i) is marked at the time of disclosure as being “Confidential” or words of similar import or (ii) is identified orally as being confidential or proprietary, or (iii) is of such a nature or the circumstances of the disclosure are such that a reasonable person would understand that the information should be treated as confidential (“Confidential Information”). The Product, Documentation and other Reducto Properties are deemed Reducto’s Confidential Information regardless of whether so marked. All Customer Personal Data as defined in Section 6.3 shall be deemed to be Customer’s Confidential Information. Confidential Information will not include information that Recipient can demonstrate by contemporaneous records (a) was rightfully known by Recipient prior to the date it was disclosed by Discloser, (b) is lawfully disclosed to Recipient without obligation of confidentiality by a third party, (c) becomes generally known to the public through no act or omission on the part of Recipient, or (d) is independently developed by Recipient without reference to or reliance upon any Confidential Information of Discloser.

6.2         Use Restriction and Disclosure. The Recipient shall (i) not use Confidential Information of the Discloser for any purposes other than for performing its obligations or exercising its rights under this Agreement and (ii) hold such Confidential Information in strict confidence and protect such Confidential Information with the same degree of care (but no less than a reasonable degree of care) the Recipient uses to protect its own Confidential Information. Notwithstanding the foregoing, the Recipient may disclose Confidential Information of the Discloser (a) to the Recipient’s directors, officers, or legal or business advisors to the extent reasonably necessary to carry out its obligations or exercise its rights under this Agreement, provided that such directors, officers, employees, or agents are legally bound to maintain such information as confidential as required by this section, or (b) if required to be disclosed by the Recipient pursuant to a judicial or governmental statute, rule, or order, provided that the Recipient gives sufficient written notice (to the extent permissible) prior to any disclosure to seek a protective order or injunction or other opportunity to limit disclosure, and the Recipient shall disclose only such Confidential Information as is required to be disclosed.

6.3         Data Protection. Each party warrants that it shall use, collect, store and/or process personal data as defined under and in accordance with any applicable data privacy laws (“Personal Data”).  Before submitting Personal Data governed by the General Data Protection Regulation (“GDPR”), Customer must enter into a data processing agreement with Reducto. If the parties have a DPA, the terms of the DPA will control each party’s rights and obligations as to Personal Data and the terms of the DPA will control in the event of any conflict with this Agreement.

6.4         Access to Customer Data. Customer understands and acknowledges that the ability of Customer and its Authorized Users to operate and utilize the Product is dependent upon Customer providing or making available for access by the Product all required Customer Data via Customer System(s). As between Customer and Reducto, Customer is solely and exclusively responsible for obtaining and providing all consents, authorizations, permissions, notices, and access from Customer’s environment via Customer System(s), as may be necessary or helpful to facilitate the Product’s access to the Customer Data. Customer acknowledges and agrees that Reducto shall not be liable to Customer or to any third party for any failure, delay, or deficiency in the performance of the Product arising from (i) any failure by Customer to authorize connection to its environment, (ii) any system failure or technical deficiency on the part of Customer or its service providers that prevents or limits access by the Product to Customer Data or other necessary Customer content, materials, data or information, or (iii) any error or deficiency in the Customer Data. As between Customer and Reducto, Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data, and for ensuring that Customer Data does not: (a) infringe, misappropriate or violate the Intellectual Property Rights, rights of privacy or publicity, or other proprietary rights of any third party, (b) violate any applicable law, or (c) contain any malware, viruses, Trojan horses, spyware, worms, or other malicious or harmful code. For the avoidance of doubt, please note that Reducto Software is not provided, and does not receive access to, Customer Data as a result of Customer’s installation and operation of the Reducto Software. Customer is solely responsible for the installation, maintenance, repair, use, and upgrade of any Customer System(s) the Product is used with. Reducto disclaims all warranties of any kind with respect to any Customer System(s).

6.5         No Sensitive Content. Notwithstanding anything herein to the contrary, Customer acknowledges that the Product is not designed to collect, and is not designed with security and access management for processing or storing, any personal information that imposes specific data security obligations on Reducto for the processing or storage of such data, including, without limitation, any “nonpublic personal information” as defined under the Gramm-Leach-Bliley Act, cardholder, payment card, or related information protected by the Payment Card Industry Data Security Standard, social security numbers, driver’s license numbers, or other unique and private government ID numbers , “protected health information” as defined under the Health and Insurance Portability and Accountability Act of 1996, “special categories of data” as defined under the GDPR, or other information similar to any of the foregoing, however described, as defined under applicable law (each of the foregoing, “Sensitive Content”). Customer shall not, and shall not permit any of its users to, provide or make available any Sensitive Content to Reducto, or endeavor to submit or make available any Sensitive Content for processing or evaluation through the Product. Customer is solely responsible for all Customer Data and represents and warrants to Reducto that no Customer Data or other data or content made available by Customer constitutes or contains Sensitive Content. Reducto makes no representations or warranties with respect to, and disclaims any responsibility or liability for, the Customer Data containing Sensitive Content, and Customer will indemnify Reducto for any failure by Customer or its users to comply with the requirements of this Section 6.5.

6.6         Storage of Customer Data. Customer agrees and acknowledges that Reducto is not a provider of data back-up, archiving, or data retention services. As between Customer and Reducto, Customer is solely and exclusively responsible for the backing up, archiving, and retaining of all Customer Data and any other of Customer’s information, data, or materials. Reducto does not make any representations, warranties, or guarantees that any Customer Data or other of Customer’s information, data or materials will not be lost, altered, destroyed, damaged, or corrupted. REDUCTO HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF ANY CUSTOMER DATA THROUGH OR IN CONNECTION WITH CUSTOMER’S USE OF THE PRODUCT.

7.          TERM AND TERMINATION

7.1         Term. This Agreement will remain in effect during the Term of any unexpired Order Form, unless terminated earlier in writing pursuant to the terms of this section. For the avoidance of doubt, upon the renewal of an Order Form, the term of this Agreement shall be extended accordingly. Order Forms may not be terminated for Customer’s convenience during the Term.

7.2         Auto-Renewal. The Term of each Order Form shall automatically renew for successive periods equal to one (1) year or the preceding term, whichever is shorter, at the prior quantity of licenses (including any overages or add-ons), unless either party cancels such renewal by notifying the other party in writing at least sixty (60) days prior to the expiration of the then-current applicable Term, unless otherwise agreed in the Order Form.

7.3         Termination for Breach. Either party may terminate this Agreement and any Order Form immediately upon written notice to the other party, if the other party is in material breach of this Agreement and fails to correct the breach thirty (30) days following written notice from the other party specifying the breach. Notwithstanding anything to the contrary, Reducto may, alternatively suspend the Product, if Customer violates any Product Usage Rights and Restrictions or if any undisputed sum payable under this Agreement is past due for longer than thirty (30) days.

7.4         Termination for Insolvency. Either party may terminate this Agreement and any Order Form immediately upon written notice to the other party if the other party has a receiver appointed, or an assignee for the benefit of creditors or in the event of any insolvency or inability to pay debts as they become due by the other party, except as may be prohibited by applicable bankruptcy laws.

7.5         Effect of Termination. Expiration or termination of this Agreement will not relieve any party of its obligations to pay any undisputed amounts accrued or otherwise owed under this Agreement and any Order Form. Upon termination or expiration of this Agreement and any Order Form, all licenses or rights granted to Customer hereunder shall terminate and Customer shall not use the Product, and Reducto shall have no further obligation to provide the Product or Support. Customer shall promptly delete all Reducto Confidential Information. In addition, no later than sixty (60) calendar days after termination or expiration, Reducto shall delete Customer’s Reducto SaaS account and all contents therein. Any provision that is intended to continue after termination shall not be affected by the termination of this Agreement.

7.6         Survival. The provisions of the following Sections of this Agreement will survive any expiration or earlier termination of the Agreement: Section(s) 1 (Scope and Definitions), 2 (Ownership), 3.1-3.6 (Fees), 4.4 (Warranty Disclaimer), 4.5 (Limitation of Liability), 5 (Indemnity), 6 (Confidential Information and Customer Data), 7.5 (Effect of Termination), 7.6 (Survival), 8 (with exception of 8.2) (Miscellaneous), 8.14 (Aggregated Statistics Use Rights), 9.2 (Reducto Software License Restrictions), and 10.2 (Reducto SaaS Restrictions).

8.          MISCELLANEOUS

8.1         Notices. All notices and communications between the Parties under, or in connection with, this Agreement ("Notices") shall be in writing, by hand delivery, by nationally recognized courier service or by prepaid certified mail. Customer shall send all Notices to Reducto at Reducto Inc., 1619 Golden Gate Ave. San Francisco, CA 94115 USA, Attn: CEO; with cc: to adit@reducto.ai.

8.2         Publicity. For sole marketing and promotional purposes, Customer agrees that Reducto may identify Customer as a Reducto customer in Reducto’s promotional, marketing, or other materials and refer to Customer by name, trade name and trademark as applicable. Customer hereby grants Reducto a license to use Customer’s name and applicable trademarks in accordance with this section. Customer may opt out anytime by emailing founders@reducto.ai.

8.3         Injunctive Relief. Each party acknowledges and agrees that any breach of its obligations with respect to Confidential Information and Intellectual Property Rights may cause substantial harm to the other party that could not be remedied by payment of damages alone. Accordingly, the other party will be entitled, in addition to any other rights or remedies, to seek injunctive relief in any jurisdiction where damage may occur.

8.4         Exports. Customer shall comply with all applicable export control laws, rules, and regulations with respect to its use of the Product, including the Export Administration Regulations promulgated by the U.S. Department of Commerce. Without limiting the foregoing, Customer shall not export or re-export all or any part of the Product without Reducto’s prior written consent.

8.5         No Waiver. Neither party’s failure or delay in exercising any of its rights will constitute a waiver of such rights unless expressly waived in writing.

8.6         Relationship. The relationship between the parties is that of independent contractors, and nothing contained in this Agreement will be construed to constitute as agents, partners, joint ventures, or otherwise as participants in a joint undertaking.

8.7         Force Majeure. Reducto will not be liable for any delay or failure in the performance of its obligations under this Agreement if the delay or failure is due to any cause outside of Reducto’s reasonable control (“Force Majeure”). If Force Majeure continues for more than sixty (60) days preventing Reducto from performing, Customer may terminate this Agreement upon written notice to Reducto.

8.8         Assignment. Neither this Agreement nor any rights granted hereunder may be assigned or otherwise transferred (whether by operation of law or otherwise), in whole or in part, by either party, without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. However, no such consent will be required in the event of an assignment to either party’s Affiliate, or a merger or a sale of substantially all of a party’s assets; provided that the assigning party provides notice as soon as reasonably practicable. The right of assignment granted herein shall apply only to the business of Customer as it existed prior to such assignment or sale. Any attempted assignment will be void and of no effect unless permitted by the foregoing. This Agreement shall inure to the benefit of the parties’ permitted successors and assigns.

8.9         Severability. If any provision of this Agreement is held to be invalid or unenforceable, such provision will be interpreted in a manner that best reflects the parties’ intentions, and the remaining provisions of this Agreement will remain in full force and effect.

8.10      Entire Agreement. This Agreement constitutes the entire agreement between Reducto and Customer regarding the subject matter hereof and supersedes all prior oral and written communications. It may be executed in one or more counterparts, all of which together will be considered one and the same and may be executed and delivered by facsimile or electronic signature. All amendments or modifications to this Agreement must be in writing and signed by authorized representatives of both parties, however, modifications to this Agreement may be incorporated by way of specific reference in an Order Form. The terms on any purchase order, confirmation, or similar document submitted by Customer to Reducto will have no effect and are hereby rejected. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be (1) the Order Form, (2) these Reducto General Terms and Conditions, and (3) the Documentation.

8.11      Governing Law, Jurisdiction and Arbitration.

8.11.1  This Agreement and any dispute or claim arising out of or related to this Agreement, its subject matter or formation (in each case, including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of Delaware, USA other than such laws and case law that would result in the application of the laws of a jurisdiction other than the State of Delaware. The United Nations Convention on Contracts for the International Sale of Goods (UNCISG) and the Uniform Computer Information Transactions Act (UCITA) shall have no applicability. Except as stated in the Exceptions to Arbitration Agreement section, any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be finally settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitration shall be conducted by one arbitrator selected in accordance with the AAA Rules. The language of the arbitration shall be English. The place of arbitration shall be Wilmington, Delaware, USA or appearances may be made via phone or video conference. for any claim or counterclaim under $25,000, the parties agree to arbitrate solely the submission of documents to the arbitrator. The parties agree that the decision of the arbitrator shall be final and binding upon them and that the prevailing party in any arbitration shall be entitled to seek recovery of its reasonable attorneys' fees and costs. Notwithstanding the foregoing, either party may seek interim or preliminary injunctive relief from any court of competent jurisdiction, as necessary to protect the party’s rights or property pending the completion of arbitration. The parties further agree that except as stated in this Arbitration provision, the exclusive venue and jurisdiction for any dispute arising or relating to this Agreement shall be the State or Federal courts of competent jurisdiction located in the State of Delaware. Customer agrees to waive any and all objections to the exercise of jurisdiction over Customer by such courts and to venue in such courts.  Customer agrees to waive any and all objections to the exercise of jurisdiction over Customer by such courts and to venue in such courts. ANY CAUSE OF ACTION OR CLAIM CUSTOMER MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION OR CLAIM ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

8.11.2  Pre-Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, Customer and Reducto each agree to notify the other party of the dispute and attempt to negotiate an informal resolution to it first. Reducto will contact Customer at the email address Customer has provided to Reducto; Customer can contact Reducto by email at founders@reducto.ai. If after a good faith effort to negotiate, one party feels the dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration.

8.11.3  Exceptions to Arbitration Agreement. Customer and Reducto each agree that the following claims are exceptions to Arbitration and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) Any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; or (ii) Any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack).

8.12      Waiver of Jury Trial and Class Action Waiver. CUSTOMER HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT. CUSTOMER AND REDUCTO EACH AGREE THAT ANY SUIT, PROCEEDING, OR OTHER ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION.

8.13      Ultimate Federal Government Provisions. Reducto will provide the Product, including related Documentation and technology for ultimate federal government end use solely in accordance with the following: government technical data and software rights related to the Product include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not granted under these terms, it must negotiate with Reducto to determine if there are acceptable terms for granting those rights, and a mutually acceptable written addendum specifically granting those rights must be included in any applicable agreement.

8.14      Aggregated Statistics Use Rights. Notwithstanding anything else to the contrary, Customer acknowledges and agrees that, Reducto may, in accordance with applicable data privacy laws, monitor Customer’s and its Authorized Users’ use of the Product and may track and compile data and information related to such use, as long as such data is aggregated and anonymized, including, without limitation, statistical and performance information logs related to the provision and operation of the Product (“Aggregated Statistics”). As between Reducto and Customer, the Aggregated Statistics, and all Intellectual Property Rights therein or relating thereto are and shall remain the exclusive property of Reducto. Reducto may, without limitation, (a) make such Aggregated Statistics publicly available, (b) use the Aggregated Statistics to the extent and in the manner required by applicable law or regulation, and (c) use the Aggregated Statistics to maintain, optimize and improve the Products, to develop, improve, or offer other Products, or to otherwise operate Reducto’s business, provided that such Aggregated Statistics does not identify Customer or its Authorized Users.

PART A

9.          REDUCTO SOFTWARE

9.1         Reducto Software License Usage Rights. Subject to the terms and conditions of this Agreement, including payment by Customer of the Fees, Reducto hereby grants to Customer, during the Term of the applicable Order Form, a limited, non-exclusive, non-transferable, non-sublicensable worldwide license for its Authorized Users to download, install and use the Reducto Software on Customer System(s) controlled by Customer or its Affiliate in executable form, solely for Customer’s internal business purposes up to the permitted metrics listed in the Order Form. Any license overages will be charged in accordance with Section 3.3. Reducto shall make a copy of the Reducto Software electronically available to Customer for download. Access credentials for the Reducto Software may not be shared with third parties. Customer shall be responsible for all use of the Reducto Software by Authorized Users.

9.2         Reducto Software License Restrictions. Customer agrees to access and use Reducto Software solely for Customer’s internal business purposes, in accordance with any Documentation, and in accordance with all applicable laws. Customer shall not, and shall not permit any third party to: (i) copy, reproduce, frame, mirror, modify, decompile, disassemble, create derivative works based on, or reverse engineer Reducto Software or any associated software or materials (except to the extent that applicable law prohibits or restricts reverse engineering restrictions); (ii) provide any third parties with access to any of Reducto Software, or use any part of Reducto Software for time sharing or similar purposes for the benefit of any third party; (iii) sell, resell, rent or lease Reducto Software; (iv) remove any copyright or proprietary notices contained in Reducto Software or any output thereof; (v) breach, disable or tamper with, or develop or use (or attempt) any workaround for, any security measure provided or used by Reducto Software; (vi) access or use (or permit a third party to access or use) Reducto Software for any High Risk Activities, unlawful purpose or for purposes of monitoring the availability, performance or functionality of Reducto Software or for any other benchmarking or competitive purposes; (vii) attempt to gain unauthorized access to Reducto Software or any related systems, software or networks; (viii) access Reducto Software in order to build a competitive product or service, or copy any features, functions or graphics of Reducto Software; (ix) use Reducto Software to transmit viruses or malicious code; or (x) make any use of, or take any other action with respect to, Reducto Software or any component thereof in a manner that violates applicable law or any provision of the Agreement. Without limiting the foregoing, Customer further understands and agrees that Reducto Software shall only be used by Customer for its internal monitoring purposes and may not be used to evaluate any systems or infrastructure which is not owned by Customer. Reducto may suspend or terminate the license granted herein, and Customer’s access to and use of Reducto Software, or any component thereof, if Reducto reasonably determines that Customer has violated any term or condition of the Agreement. Customer shall be liable to Reducto for any violation of the terms and conditions of the Agreement by Customer or by any user or other third party accessing or using Reducto Software through or on behalf of Customer.

9.3         License Support. Subject to the payment of the Fee in the applicable Order Form, Reducto shall provide Customer with Support in respect for the Reducto Software for the applicable Term.

9.4         License Backups. Except for maintaining a single archival copy of the Reducto Software for backup purposes only, Customer shall not make copies of the Reducto Software. Nothing herein shall limit or restrict Customer from providing Authorized Users with copies of the Documentation for their internal use, in connection with the license granted in this section.

9.5         Installation. Customer will be responsible for the installation of Reducto Software, including without limitation all configuration/integration to the Customer System in connection therewith, unless otherwise agreed to by the parties under a professional services engagement as outlined in the Order Form.

PART B

10.        REDUCTO SAAS

10.1      Reducto SaaS Usage Rights. Subject to the terms and conditions of this Agreement, including payment by Customer of the Fees, Reducto hereby grants to Customer, during the Term of the applicable Order Form, a limited, non-exclusive, non-transferable, non-sublicensable, worldwide license for its Authorized Users to access and use the Reducto SaaS, solely for Customer’s internal business purposes up to the permitted metrics listed in the Order Form. Any license overages will be charged in accordance with Section 3.3. Reducto shall make available the Reducto SaaS over the Internet as SaaS. Access credentials for the Reducto SaaS may not be shared with third parties. Customer shall be responsible for all use of the Reducto SaaS by Authorized Users. Customer hereby grants Reducto a nonexclusive, worldwide, transferable and sublicensable (solely to is sub-processors required to deliver the Product), revocable, royalty-free, fully paid-up license to extract, process, display, copy, store, transmit, modify, and otherwise access and use the Customer Data for purposes of providing Reducto SaaS and making Reducto SaaS available to Customer and its Authorized Users, and for such other purposes as may be set forth herein during the Term.

10.2      Reducto SaaS Restrictions. Customer agrees to access and use Reducto SaaS solely for Customer’s internal business purposes, in accordance with the Documentation, and in accordance with all applicable laws. Customer shall not (and shall ensure that Customer’s Authorized Users do not): (i) copy, reproduce, frame, mirror, modify, decompile, disassemble, create derivative works based on, or reverse engineer Reducto SaaS or any associated software or materials (except to the extent that applicable law prohibits or restricts reverse engineering restrictions); (ii) provide any third parties with access to any of Reducto SaaS, or use any part of Reducto SaaS for time sharing or similar purposes for the benefit of any third party; (iii) sell, resell, rent or lease Reducto SaaS; (iv) remove any copyright or proprietary notices contained in Reducto SaaS or any output thereof; (v) breach, disable or tamper with, or develop or use (or attempt) any workaround for, any security measure provided or used by Reducto SaaS; (vi) access or use (or permit a third party to access or use) Reducto SaaS for any High Risk Activities, unlawful purpose or for purposes of monitoring the availability, performance or functionality of Reducto SaaS or for any other benchmarking or competitive purposes; (vii) attempt to gain unauthorized access to Reducto SaaS or any related systems, software or networks; (viii) access Reducto SaaS in order to build a competitive product or service, or copy any features, functions or graphics of Reducto SaaS; (ix) use Reducto SaaS to transmit viruses or malicious code; or (x) make any use of, or take any other action with respect to, Reducto SaaS or any component thereof in a manner that violates applicable law or any provision of the Agreement. Reducto may suspend or terminate Customer’s or any Authorized User’s access to Reducto SaaS, or any component thereof, if Reducto reasonably determines that Customer or any Authorized User has violated any term or condition of the Agreement. Customer shall be liable to Reducto for any violation of the terms and conditions of the Agreement by Customer or by any Authorized User.

10.3      Reducto SaaS Support. Reducto shall provide Customer with Support in respect for Reducto SaaS as part of the Fees at no additional charge for the Term.

10.4      Technical Requirements. Access to and use of Reducto SaaS by Customer and any Authorized Users is dependent upon access to telecommunications and Internet services. Customer acknowledges that Customer, and not Reducto, is responsible for acquiring and maintaining any telecommunications or Internet services or other hardware or software that Customer or its Authorized Users may need to access and use Reducto SaaS, and for all costs, fees, expenses, and taxes of any kind related to the foregoing.

10.5      Platform Provider. In order to provide the Reducto SaaS, Reducto may outsource its platform infrastructure and obtain services from platform service providers (each, a “Platform Provider”). Reducto may change, discontinue, or replace Platform Providers, provided there is no material change to, discontinuation or termination of the Reducto SaaS or applicable data protection standards. Reducto will use commercially reasonable efforts to announce any transition to a different Platform Provider at least one month in advance.