Last updated May 11, 2023

BY ACCEPTING THIS END USER LICENSE AGREEMENT (“AGREEMENT”), EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER SCHEDULE THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES OR PARTS THEREOF.

This Agreement is a legal agreement between you (either an individual or a single entity) (the “Customer”) and Volt RMC Solutions, Inc. ("Volt") for the Volt products and services (together the “Services”), which include digital services made available by Volt and/or its suppliers on a hosted, software-as-a-service (SaaS) basis (each a “Digital Service”), related support and maintenance services (the "Support Services") and technical support, consulting or other services, including but not limited to any implementation and training services (the “Professional Services") and may include user instructions, help information, training materials and other documentation regarding the Digital Services published by Volt (“Documentation”). Each of Volt and Customer is also individually referred to herein as a “Party” and collectively as the “Parties”.

 

1.0 Ordering. Volt will make available and provide the Services to Customer pursuant to this Agreement and an order document (the "Order Schedule") that references this Agreement and is incorporated herein by this reference. The Parties' execution of the Order Schedule constitutes a binding commitment by Customer to order and purchase the Services described in the Order Schedule pursuant to the terms and conditions of this Agreement and the Order Schedule

 

2.0 Order Schedule. The Order Schedule will specify, if applicable: (i) the Digital Services, Customer has subscribed to; (ii) any license and service metrics that may apply to the Services which the subscription is based upon (iii) the quantity of each Digital Service subscribed (iii) the “Fee" for each of the Digital Service subscribed; (iv) the term of each subscription of a Digital Service ordered by Customer (each a “Subscription Term”); (v) any Professional Services ordered by Customer; (vi) any Fee for each ordered Professional Services and (vii) the total Fees payable by Customer for the Services covered by the Order Schedule Provisions in an Order Schedule shall prevail over conflicting provisions in this Agreement, unless expressly indicated otherwise in such Order Schedule.

 

3.0 Provision of the Digital Services, Ownership and Restrictions.

3.1 Provision of the Digital Services. Subject to and conditioned on Customer's and Users’ compliance with the terms of this Agreement, Volt shall provide to Customer access to the ordered Digital Service(s) for the Subscription Term(s) set out in the Order Schedule.

3.2 Ownership. Customer acknowledges that Volt and its suppliers own the Services, and all enhancements, modifications, and updates thereto, and any and all copyrights, patents, patent applications, trade secrets, trademarks and all other intellectual property and proprietary rights therein. Customer further acknowledges that Volt owns all right, title and interest in the Documentation, and in any updates or modifications thereto.

3.3 Restrictions. Volt reserves all right, title, and interest in the Digital Services. Customer shall not, and shall not permit any User or any other person to access or use the Digital Services, and/or other materials provided by Volt under this Agreement, except as expressly permitted by this Agreement. For purposes of clarity and without limiting the generality of the foregoing, except as this Agreement expressly permits, Customer shall not, and shall not permit any other person (including its employees) to: (i) reverse engineer, decompile or otherwise attempt to discover the calculation logic, algorithms, source code of or trade secrets embodied in the Services, or any portion thereof; (ii) distribute, transfer, or grant sublicenses to the Services, including, but not limited to, making the Services available (a) through resellers or other distributors, or (b) as an application service provider, service bureau, or rental source; (iii) create modifications to or derivative works of the Services; (iv) attempt to modify, alter, or circumvent the license control and protection mechanisms within the Services; (v) access or use the Services in violation of any applicable law, rule, or regulation, including, without limitation, any data privacy or protection laws; (vi) access or use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any third party; (vii) access, use, or copy any portion of the Services (including the logic and/or architecture thereof and any trade secrets included therein) for purposes of competitive analysis of the Digital Services, or to directly or indirectly develop, promote, distribute, sell, or support any product or service that is competitive with the Services; (viii) access or use any Digital Services by more than the number of Users specified in the Order Schedule (if any); (ix) load or penetration test the Digital Services or otherwise use the Services in any way that is or could reasonably be expected to be, detrimental to Volt’s ability to provide services to any other customer; (x) use any automated system, “bot” or software to extract or scrape data from any website or other interfaces through which Volt makes available the Services; or (xi) remove, obscure, or alter any copyright notices or any name, trademark, service mark, tagline, hyperlink or other designation included on any display screen within the Digital Services.

 

4.0 Users.

4.1 User Login. Customer may only authorize its employees or temporary workers as Users. Each User shall be provided a separate login to a Digital Service. A User’s login and password may not be shared with any other individual. Customer is responsible for the confidentiality and use of User logins and passwords.

4.2 Access Restriction. Customer shall limit access to and/or use of the Services to those Users that require such access or use on behalf of Customer, and any such access or use shall be limited as set forth in this Agreement and to the maximum number of Users set out in the Oder Schedule. In any event, any User shall be subject to all provisions applicable to Customer hereunder and Customer shall be liable for all acts and omissions of any User.

 

5.0 Commercial Item. The Digital Services are a "commercial item," as that term is defined at 48 C.F.R. 2.101 (OCT 1995), and more specifically is "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (SEPT 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (JUNE 1995), the Digital Services are made available to U.S. Government End Users (i) only as a commercial end item, and (ii) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.

 

6.0 Changes. Volt reserves the right, in its sole discretion, to make any changes to the Services or parts thereof that it deems necessary or useful to (i) comply with applicable law; or (ii) maintain or enhance (a) the quality or delivery of its Services to its customers, (b) the competitive strength of or market for the Services, or (c) the Services' cost efficiency or performance, provided that no such change shall result in any material reduction to the fundamental functional components, or security, of the Services.

 

7.0 Suspension or Termination of Services. Volt may, directly or indirectly, and by use of any software, hardware, or other technology, device, or lawful means, suspend, terminate or otherwise deny Customer’s, any User’s or any other person's access to or use of all or any part of the Services, without incurring any resulting obligation or liability, if (i) Volt receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly requires Volt to do so; or (ii) Customer or any User has failed to comply with, any term of this Agreement (including but not limited to any payment obligation), or accessed or used the Digital Services beyond the scope of the rights granted or for a purpose not authorized under this Agreement. This Section 7.0 does not limit any of Volt's other rights or remedies, whether at law, in equity, or under this Agreement.

 

8.0 Term, Termination and Effect

8.1 Term. This Agreement commences on the day the Parties execute the Order Schedule and continues until all subscriptions to Digital Services ordered thereunder have expired as set forth in the Order Schedule, unless the Agreement is terminated earlier as set forth herein.

8.2 Termination for Breach. This Agreement may be terminated by either Party if the other Party materially breaches this Agreement and does not cure such breach within thirty (30) calendar days after receiving written notice thereof from the non-breaching Party (except that such cure period shall be five (5) calendar days for breaches of Section 12.1).

8.3 Termination for Insolvency. Volt may terminate this Agreement, effective immediately upon written notice to Customer, if Customer: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy which petition is not dismissed with prejudice within 60 days after the filing thereof or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

8.4 Effect of Termination. Upon any termination or expiration of this Agreement, without prejudice to any other rights or remedies which the Parties may have under this Agreement, (i) all subscriptions and Services hereunder shall immediately cease; and (ii) Customer shall pay to Volt any outstanding Fees that have accrued prior to the date of termination. Customer will have access to Customer Data (as defined below) during the 30-day period immediately following the date of such expiration or termination (the “Post-Termination Period”). Customer’s access during the Post-Termination Period will be solely as necessary to permit Customer to transition the Customer Data to an alternative solution or other location. Volt may, but is not obliged to, delete all such Customer Data 30 days following the end of the Post-Termination Period. Sections 3.2, 8.1, 1.1, 10.30, 12.0, 12.0 and 16.0 hereof, as well as any provisions with express survival language and any provisions that by their nature should be deemed to be intended to survive termination of this Agreement, shall survive termination or expiration.

 

9.0 Service Levels and Support Terms. Provided that Customer has paid the applicable Fees when due, Volt shall (i) make available the Digital Services in accordance with the Service Level Addendum which are found at […],and which incorporated herein by this reference and (ii) provide Support Services during the Subscription Term of the relevant Digital Service as set out in the Order Schedule in accordance with Volt’s then-current applicable Support Terms which are found at […]and, which are incorporated herein by reference.

 

10.0 Warranties and Disclaimer; Limitations of Liability.

10.1 Volt Warranties. Volt warrants and represents that during the term of this Agreement, (i) the Digital Services shall substantially perform as described in the Documentation; and (ii) Volt shall use commercially reasonable efforts to screen the Digital Services for "Trojan horse", "worm", "drop dead device", "virus", "preventative routines" or other computer software routines intentionally designed to permit unauthorized access to or use of the Digital Services or other computer systems ("Viruses"). In the event of any breach of the warranties in Subsection (i) or (ii) above, Volt shall, as its sole liability and Customer's sole remedy, use commercially reasonable efforts to remedy any deficiencies promptly after its receipt of written notice from Customer of such deficiencies and a description thereof (notice via email is deemed sufficient for such purpose) and, in the event Volt determines that it is not able to remedy any such deficiencies within a reasonable period, then Volt shall refund to Customer any pre-paid but unused Fees for the Digital Services or part thereof subject to the warranty claim (and all Fees that are not adversely affected by Volt's breach of warranties in Subsections (i) or (ii) above shall not be refunded to Customer) under this Agreement. Volt shall not be liable to the extent that any breach of the foregoing warranty is caused in whole or in part by (i) any third-party components or services used by Customer and not provided by Volt; (ii) unauthorized use or use of the Services other than in accordance with this Agreement, the Documentation and the Order Schedule; (iii) any modifications of the Service by any person other than one authorized in writing by Volt; or (iv) Viruses introduced by Customer, its employees or its contractors and/or any Customer users (each of (i) to (iv) an "Exclusion").

10.2 Customer Warranties. Customer represents and warrants that (i) it is duly organized, validly existing, and in good standing as a corporation or other entity under the laws of the jurisdiction of its incorporation or other organization; (ii) it has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, consents, and authorizations it grants or is required to grant under this Agreement; (iii) the execution of this Agreement by its representative whose signature is set forth at the end of this Agreement has been duly authorized by all necessary corporate or organizational action of Customer; and (iv) it owns or otherwise has and will have the necessary rights and consents in and relating to Customer Systems so that, as received or accessed by Volt, they do not and will not infringe, misappropriate, or otherwise violate any intellectual property rights, or any privacy or other rights of any third party, or violate any applicable law.

10.3 Warranty Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTIONS 10.1 AND 10.2 ABOVE, ALL SERVICES ARE PROVIDED "AS IS" AND “AS AVAILABLE” AND VOLT HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHER, AND VOLT SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, VOLT MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR THE DIGITAL SERVICES OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES (EXCEPT IF AND TO THE EXTENT EXPRESSLY SET FORTH IN THE DOCUMENTATION), OR BE SECURE, ACCURATE, COMPLETE, OR ERROR FREE. THE PARTIES AGREE AND ACKNOWLEDGE THAT THE SERVICES AGGREGATE, PROCESS AND DISPLAY DATA RELATING TO CUSTOMER’S OPERATIONS BUT DO NOT MAKE SUGGESTIONS OR RECOMMENDATIONS FOR FUTURE ACTIONS TO BE TAKEN BY CUSTOMER. CUSTOMER IS SOLELY RESPONSIBLE FOR ANY DECISIONS OR ACTIONS TAKEN BY CUSTOMER OR ITS USERS BASED ON INFORMATION OR DATA PROVIDED BY THE SERVICES. WITHOUT LIMITING THE FOREGOING, VOLT WILL NOT BE LIABLE FOR ANY PROBLEMS WITH SERVICE ATTRIBUTABLE TO THE INTERNET, FORCE MAJEURE OR CUSTOMER’S OR ANY USER’S NETWORK OR ABILITY TO ACCESS THE INTERNET.

10.4 LIMITATION OF LIABILITY. SUBJECT TO SECTION 10.6, IN NO EVENT SHALL EITHER PARTY OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, OR REPRESENTATIVES BE LIABLE TO THE OTHER PARTY, OR ANY OTHER PERSON OR ENTITY, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR LOSS OF GOODWILL, IN ANY WAY RELATING TO THIS AGREEMENT OR RESULTING FROM THE USE OF OR INABILITY TO USE THE SERVICES OR PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY FAILURE OF ESSENTIAL PURPOSE, EVEN IF SUCH PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OCCURRING, AND WHETHER SUCH LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY, OR OTHERWISE.

10.5 CAP ON MONETARY LIABILITY. SUBJECT TO SECTION 10.6, EACH PARTY'S COLLECTIVE AGGREGATE LIABILITY TO THE OTHER PARTY (OR TO ANY OTHER PERSON OR ENTITY) IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL IN NO EVENT EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO VOLT UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE APPLICABLE CLAIM OCCURRED.

10.6 THE LIMITATIONS ON THE TYPE AND AMOUNT OF EACH PARTY’S LIABILITY HEREUNDER SHALL NOT APPLY TO DAMAGES ARISING OUT OF A PARTY’S GROSS NEGLIGENCE, WILFUL MISCONDUCT OR BREACH OF SECTION 3 HEREOF. THE LIMITATIONS OF LIABILITY AND DAMAGE EXCLUSIONS CONTAINED IN THIS AGREEMENT REPRESENT AN AGREED ALLOCATION OF RISK BETWEEN THE PARTIES AND ARE AN ESSENTIAL PART OF THIS AGREEMENT. ANY ACTION BY CUSTOMER RELATED TO AN ACTUAL OR ALLEGED BREACH OF THIS AGREEMENT BY VOLT MUST BE COMMENCED WITHIN ONE YEAR AFTER THE DATE ON WHICH THE BREACH IS DISCOVERED BY CUSTOMER.

 

11.0 Indemnification

11.1 Volt Indemnification. Volt shall indemnify and defend at its own expense any action against Customer, its officers, employees, affiliates, and agents (each, a "Customer Indemnitee") brought by a third party to the extent that such action is based upon a claim that (i) if true, would constitute a breach by Volt of its obligations under Section 12.1 (Confidentiality); or (ii) the Services, when used as authorized under this Agreement and in accordance with the Documentation, infringe or misappropriate any United States copyright, trademark, or other proprietary right or misappropriates any trade secret rights. Volt shall pay those costs and damages finally awarded against a Customer Indemnitee in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action (provided that Volt has approved of such settlement in writing), as well as any expenses reasonably incurred by Customer that are specifically attributable to such claim. NOTWITHSTANDING THE FOREGOING, VOLT'S INDEMNIFICATION OBLIGATIONS ARE CONDITIONED ON CUSTOMER NOTIFYING VOLT PROMPTLY IN WRITING OF ANY SUCH ACTION (AND IN ANY EVENT, WITHIN FIVE (5) CALENDAR DAYS OF CUSTOMER'S DISCOVERY OF THE FACTS GIVING RISE TO SUCH ACTION), CUSTOMER GIVING VOLT SOLE CONTROL OF THE DEFENSE THEREOF AND ANY RELATED SETTLEMENT NEGOTIATIONS, AND CUSTOMER'S REASONABLE COOPERATION INCLUDING, AT VOLT'S REASONABLE REQUEST AND EXPENSE, ASSISTING IN SUCH DEFENSE.

If the Services or Digital Services (or any component thereof) become, or in Volt's opinion is likely to become, the subject of an infringement claim, Volt may, at its option and expense, either (i) procure for Customer the right to continue exercising the rights licensed to Customer under this Agreement; or (ii) replace or modify the Services or Digital Services so that they become non-infringing and remain substantially functionally equivalent. If neither of the foregoing options are, in Volt's opinion, commercially practicable, Volt may terminate this Agreement and shall refund to Customer on a pro rata basis any Fees prepaid under this Agreement. Notwithstanding the foregoing, Volt will have no obligations under this Section 11.1 or otherwise with respect to any infringement claim based upon (a) Customer Data, Customer Systems, or other materials provided by or on behalf of Customer or its Users, (b) any specifications, requirements or instructions provided by Customer, or any modification of the Service or Digital Services by a party other than Volt; (c) the combination of the Digital Services or Service with other products, processes or materials that are not provided by Volt where the alleged infringement relates to such combination; or (d) Customer or any User’s failure to use the Service in strict accordance with this Agreement, the Order Schedule and the Documentation. This Section 11.1 states Volt's entire liability and Customer's sole and exclusive remedy for infringement claims and actions.

11.2 Customer Indemnification. Customer shall indemnify, defend, and hold harmless Volt, its affiliates, and each of their respective officers, directors, employees, agents, successors, and assigns, from and against all third party (including, for avoidance of doubt, Customer’s users) suits, claims, demands, penalties, fines, charges, proceedings, causes of action, damages, looses, liabilities, costs and expenses of any nature (including attorneys' fees) that result from or arise out of (i) any materials or information (including Customer Data (as defined below), documents, data, specifications, software, content or technology) provided to Volt by or on behalf of Customer; or (ii) negligence or intentional misconduct or the use by Customer or any User of the Service in breach of this Agreement, violation of applicable law or infringement of any third party rights.

 

12.0 Confidentiality; Security; Ownership and Use of Customer Data

12.1 Confidentiality. In connection with this Agreement each Party (as the "Disclosing Party") may disclose or make available Confidential Information to the other Party (as the "Receiving Party"). "Confidential Information" means, with respect to a Disclosing Party, all non-public confidential information pertaining to such party's business. Volt and Customer will comply with this Section when exchanging and handling Confidential Information under this Agreement. Confidential Information will be designated and/or marked as confidential when disclosed, provided that any information that the Receiving Party knew or reasonable should have known, under the circumstances, was considered confidential or proprietary by the Disclosing Party, will be considered Confidential Information of the Disclosing Party even if not designated or marked as such. The Receiving Party shall preserve the confidentiality of the Disclosing Party's Confidential Information and treat such Confidential Information with at least the same degree of care that the Receiving Party uses to protect its own Confidential Information, but not less than a reasonable standard of care. The Receiving Party will use the Confidential Information of the Disclosing Party only to exercise rights and perform obligations under this Agreement. Confidential Information of the Disclosing Party will be disclosed only to those employees and contractors of the Receiving Party with a need to know such information and who agree, or are under a duty, to comply with the confidentiality and security provisions of this Agreement with respect to the handling of such Confidential Information. Confidential Information does not include information that: (i) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information being disclosed or made available to the Receiving Party in connection with this Agreement; (ii) was or becomes generally known by the public other than by the Receiving Party's or any of its representatives' noncompliance with this Agreement; (iii) was or is received by the Receiving Party on a non-confidential basis from a third party that was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (iv) was or is independently developed by the Receiving Party without reference to or use of any Confidential Information. If the Receiving Party is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Receiving Party shall notify the Disclosing Party promptly and prior to any such required disclosure and reasonably assists the Disclosing Party in efforts to limit such required disclosure.

12.2 Privacy, Security, and Data Processing.

(a) Privacy. Terms in this subsection shall have the meaning given to them under the California Consumer Privacy Act of 2018 (“CCPA”), as amended by the California Privacy Rights Act of 2020 (“CPRA”), and other applicable privacy and data protection laws. To the extent that any Confidential Information is “personal information,” Customer shall be a “business” and Volt shall be a “service provider” with respect to the processing of the personal information. Volt: (i) will not sell or share the personal information; (ii) will not retain, use, or disclose the personal information for any purpose other than for the specific purpose of performing the Services as set forth in this Agreement; (iii) will not retain, use, or disclose the personal information for a commercial purpose other than providing the Services as set forth in this Agreement; (iv) will not retain, use, or disclose the personal information outside of the direct business relationship between Customer and Volt; and (v) certifies that it understands these restrictions and will comply with them. The Parties shall cooperate in good faith to enter into additional or modified contract terms to address any modifications, amendments, or updates to applicable privacy and data protection laws, including applicable regulatory or self-regulatory guidance.

(b) Security. Volt shall implement and maintain commercially reasonable and appropriate technical, physical, and organizational safeguards to protect the confidentiality, availability, and integrity of Customer Data maintained or accessed by Volt. Notwithstanding the foregoing, Volt is not responsible for the security of any Customer Data while in transit over the Internet or other third-party network. "Customer Data" means all data that is provided to Volt by, or on behalf of, Customer, its subsidiaries, or Users through use of the Digital Services.

(c) Data Processing. The Parties agree that Volt, as Customer’s service provider, shall process Customer’s personal information subject to the instructions in this Agreement, including subject to the terms of the Volt DPA available at https://c60.ai/data_protection_addemdum The DPA is incorporated into and hereby forms part of the Agreement between Customer and Volt and

reflects the Parties’ agreement in relation to facilitating compliance with Data Protection Laws. The terms of the DPA shall survive and apply while Volt has access to Customer’s Personal Data. In addition, Volt shall

(i) Process Customer’s personal information for the duration of this Agreement.

(ii) Limit access to personal information by requiring its employees, contractors, or agents who process Customer’s personal information to be subject to a duty of confidentiality with respect to personal information.

(iii) At Customer’s direction, delete or return all personal information to Customer as requested upon termination of this Agreement and cease further processing of Customer’s personal information.

(iv) Allow and cooperate with reasonable assessments by Customer or Customer’s designated assessor.

(v) Only use subcontractors pursuant to a contract requiring that subcontractor to meet Volt’s obligations with respect to Customer’s personal information.

(vi) Make available to Customer, at Customer’s request, all information in Volt’s possession necessary to demonstrate its compliance with its legal obligations.

(vii) Assist Customer with responding to requests to exercise consumer rights regarding Customer’s personal information processed by Volt by notifying Customer of the request.

More details on Volt’s data processing activities are set out in its Privacy Policy, a current version of which is available at https://c60.ai/privacy-policy (the “Privacy Policy”).

12.3 Use of Customer Data

(a) Customer Control and Responsibility. Customer has and will retain sole responsibility for: (i) all Customer Data, including its content and use, including, but not limited to, the accuracy and legality of the processing and use of Customer Data (including, without limitation, any Customer Data sent to, provided by or accessed by a third party application that Customer links to the Services); (ii) all information, instructions, data, and materials provided by or on behalf of Customer or any User in connection with the Services; (iii) Customer's information technology infrastructure, including computers, software, databases, electronic systems (including database management systems) and networks, whether operated directly by Customer or through the use of third-party services (the "Customer Systems"); (iv) the security and use of Customer's and its Users’ Digital Services access credentials; and (v) all access to and use of the Digital Services directly or indirectly by or through the Customer Systems or its Users’ access credentials, with or without Customer's knowledge or consent.

(b) Ownership of Customer Data. As between Customer and Volt, Customer exclusively owns all right, title and interest in and to all Customer Data. Customer hereby grants to Volt a non-exclusive, royalty-free, worldwide license during the Term to receive, copy, modify, display, store, perform and distribute copies of Customer Data for the purpose of providing the Services (including interoperation of the Services with any linked third-party services). Customer represents and warrants that it has, and shall maintain, all the rights or permissions (including, but not limited to, permissions from any third-party service providers) necessary to grant Volt the rights in the Customer Data under this Agreement.

(c) Aggregate Usage Data. Volt aggregates and compiles anonymized Customer Data with anonymized data from Volt's other customers (the "Aggregated Usage Data"). Customer agrees that Volt may use the Aggregated Usage Data to analyze, improve, develop, support and operate the Services, and to prepare and distribute general benchmarking and industry reports derived from historic Aggregated Usage Data as part of the Services and publish such information, including but not limited to, on Volt's blogs and websites. For clarity, this Section 12.3 (c) does not (i) give Volt the right to distribute the Aggregated Usage Data in a manner that identifies an individual, a User or Customer as the source of any Aggregated Usage Data, or (ii) permit Volt to sell or disclose the raw data included in the Aggregated Usage Data to any third-party.

(d) Unilateral Business Decisions. The Services provided by Volt, including any presentation of Customer Data or Aggregated Usage Data, do not constitute or include recommendations, offers or agreements for the Customer to take any action in the Customer’s market or business. Customer acknowledges that it shall continue to make its own unilateral business decisions.

(e) Feedback. Providing any suggestions, enhancement requests, recommendations, corrections or other feedback (collectively, “Feedback”) regarding the Digital Services, Services or Documentation is strictly voluntary. If Customer provides any Feedback to Volt, orally or in writing, Customer hereby grants to Volt and its affiliates a worldwide, perpetual, irrevocable, transferable, sub-licensable, royalty-free license to use the Feedback for any purpose, including to incorporate into the Services any Feedback relating to the Services or to develop new features or functionality for the Digital Services or Services.

(f) Customer Security. Customer shall (i) promptly notify Volt of any breach of security or unauthorized access or use of the Digital Services, or any loss or unauthorized disclosure of any User's login and/or password to the Services and (ii) employ all physical, administrative, and technical controls, screening, and security procedures and other safeguards necessary to (a) securely administer the distribution and use of all access credentials and protect against any unauthorized access to or use of the Digital Services; and (b) control the content and use of Customer Data, including the uploading or other provision of Customer Data for processing by the Digital Services.

 

13.0 Audit. Not more than once each contractual year, Volt will have the right to perform an audit for the sole purpose to verify that Customer has not underpaid by more than 5% of any Fees for the Digital Services payable under this Agreement and the Order Schedule during the period covered by this audit (the “Underpayment”). The auditing company shall be an internationally recognized auditing firm (the “Auditor”). The audit will be performed during normal business hours upon not less than fifteen (15) calendar days’ prior written notice to Customer (notification via email is deemed sufficient for this purpose). The audit will be conducted at Volt’s sole cost and expense and will be subject to reasonable security and access restrictions but Customer may not claim any fees, expenses, reimbursement for any internal or external efforts or similar that Customer incurs due to or because of the audit. The Auditor shall report to Volt only whether an Underpayment was disclosed during the audit or not and, in case of a disclosed Underpayment, the amount of this Underpayment. In case of an Underpayment, Customer will pay Volt the amount of that Underpayment and, in addition, will reimburse Volt’s reasonable and actual costs for that audit.

 

14.0 Professional Services. If the Order Schedule includes Professional Services as specified on the Order Schedule, Volt shall perform such Professional Services described this Order Schedule. Professional Services are purchased for the engagement term specified in the Order Schedule. If the engagement term is not specified in the Order Schedule, Professional Services will expire within 12 months from the date of the Order Schedule, and any unused Professional Services will expire at such time. Unless expressly stated otherwise in the Order Schedule, Volt shall retain all right, title and interest in and to the Order Schedule, performed and results thereof (including any and all intellectual property rights therein). Customer’s usage rights to the results of such Order Schedule, shall be the same as the rights granted to Customer under the Agreement with respect to the Services to which such Professional Services pertain. Notwithstanding the foregoing, Customer’s rights to Customer Data and Customer’s Confidential Information remain as specified in this Agreement.

 

15.0 Fees and Payment.

15.1 Fees. Subject to the terms and conditions below, all fees for the Services (the "Fees") will be set forth in the Order Schedule. The Parties agree that Volt may increase the Fees under the Order Schedule on an annual basis with effect from each anniversary of the date of the Order Schedule; provided, that, no such increase shall increase the fees by more than the “Annual Change in CPI.” For purposes hereof, “Annual Change in CPI” means the change, if any, in the Consumer Price Index, all items, all urban consumers, U.S. city average (1982-84 = 100), published by the Bureau of Labor Statistics of the United States Department of Labor (the “CPI”) and most recently reported as of January 1, over the CPI reported twelve (12) months earlier.

15.2 Payment Terms. Unless otherwise agreed to in writing by the Parties, Customer will pay to Volt, as applicable, all Fees owed within thirty (30) calendar days after Volt's issuance of an invoice pertaining thereto. Volt invoices the Services annually in advance. Late payments will bear interest at the lesser of one and one-half percent (1.5%) per month, compounded monthly (equivalent to 19.56% per annum) or the highest rate permitted by law, until paid in full. Payments will be sent by Customer to the address included on the invoice. All amounts payable shall be in the currency of the United States and specifically exclude (and Customer is responsible for) any and all applicable sales, use, and other taxes, (other than taxes based on Volt's income). Except as set forth in Section 11.0 above, each Party is responsible for its own expenses under this Agreement.

15.3 Suspension of Services. Without limiting and in accordance with Section 7.0 above, Volt shall have the right to suspend access to the Services immediately if any Fees are not paid by Customer more than fifteen (15) calendar days after the date payment is required pursuant to Section 15.2 above, and such suspension shall remain in effect until all such Fees are paid in full.

 

16.0 Miscellaneous.

16.1 Relationship of the Parties. The Parties are independent contractors with respect to each other, and nothing in this Agreement shall be construed as creating an employer-employee relationship, a partnership, agency relationship or a joint venture between the Parties.

16.2 Force Majeure Event. Each Party will be excused from any delay or failure in performance hereunder, other than the payment of money, caused by reason of any occurrence or contingency beyond its reasonable control, including but not limited to acts of God, earthquake, labor disputes and strikes, riots, epidemic or pandemic, war and governmental requirements (each a "Force Majeure Event"). The obligations and rights of the Party so excused will be extended on a day-to-day basis for the period of time equal to that of the relevant Force Majeure Event; provided however that (i) the affected Party gives prompt written notice to the other Party and takes commercially reasonable steps to mitigate the effects of the applicable Force Majeure Event, and (ii) after a delay of ninety (90) calendar days or more after the affected Party's notice, either Party may terminate this Agreement upon written notice to the other given in accordance with the notice provisions hereof.

16.3 Assignment. Neither Party shall assign, transfer, or delegate its rights or obligations under this Agreement (in whole or in part) without the prior written consent of the non-assigning Party (not to be unreasonably delayed, withheld or conditioned), provided that either Party may assign its rights and obligations under this Agreement without the other Party's prior written consent to any successor to all or substantially all of such assigning Party‘s business which concerns this Agreement (whether by sale of assets or equity, merger, consolidation, reorganization or otherwise). Any attempted assignment, transfer, or delegation in violation of the foregoing shall be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the Parties, their respective successors and permitted assigns.

16.4 U.S. Export Controls and Sanctions Compliance. For all Services provided under this Agreement, Customer agrees to at all times comply with U.S. export controls and regulations, including but not limited to the Export Administration Regulations as administered by the U.S. Commerce Department’s Bureau of Industry and Security and the U.S. sanctions programs administered by the U.S. Treasury Department’s Office of Foreign Assets Control. For instance, Customer will not permit the following persons to access the Services, whether directly or indirectly: (1) persons from countries or regions subject to comprehensive U.S. economic embargoes; or (2) persons on U.S. restricted Parties lists, as relevant.

16.5 Modifications and Waivers. All modifications to or waivers of any terms of this Agreement must be in writing and signed by the Parties hereto and expressly reference this Agreement. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof.

16.6 Governing Law and Jurisdiction. This Agreement shall be governed by the laws of the State of Delaware, without regard to Delaware conflict of laws rules. The exclusive venue and jurisdiction for any and all disputes, claims, and controversies arising from or relating to this Agreement shall be the state or federal courts located in Wilmington, Delaware. The United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or enforcement of this Agreement.

16.7 Severability. In the event that any provision of this Agreement conflicts with governing law or if any provision is held to be null, void, or otherwise ineffective or invalid by a court of competent jurisdiction, (i) such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law; and (ii) the remaining terms, provisions, covenants, and restrictions of this Agreement shall remain in full force and effect.

16.8 Entire Agreement. This Agreement includes the Order Schedule and the Privacy Policy, the Service Terms and the Service Level Addendum (each as updated from time to time) and this Order Schedule and the Privacy Policy as well as the Service Terms and the Service Level Addendum are hereby incorporated by reference as if fully set forth herein. Collectively the foregoing constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements or communications, including, without limitation, any quotations or proposals submitted by Volt. The terms on any purchase order or similar document submitted by Customer to Volt will have no effect and are hereby rejected.

16.9 Notices. Except as expressly provided in this Agreement, all notices, consents, permissions, and approvals (jointly “Notices”) under this Agreement must be delivered in writing by courier (postage prepaid and return receipt requested) or by facsimile, by email and other means of electronic transmission (to which a PDF or other image file format copy is attached) which shall be deemed to have the same legal effect as delivery of an original signed copy of the Notices, to the other Party at the address set forth in the first paragraph above and sent to the attention of such Party's Chief Executive Officer or other officer designated in writing by a Party as to itself or in case of the by email and other means of electronic transmission the following address: notice@c60.ai. Properly delivered notices shall be effective (i) in the case of facsimiles, on the next business day; (ii) in the case of courier, upon the date of delivery to the other Party; or (iii) in the case of email and other means of electronic transmission, three (3) calendar days after posting.

 

SUPPORT TERMS

The capitalized terms used in these Support Terms have the same meaning as in defined in Volt’s End User License Agreement, unless such terms are defined in these Support Terms.

 

A. Definitions.

"Error" means any failure of the Digital Service to operate in substantial conformance with the applicable then-current Documentation and such failure that is attributable to Volt.

"Fix" means a software patch or work-around for an Error.

"Support Hours" means Monday through Friday, 9:00 am to 4:00 pm (EST), excluding public holidays in [US, IL and Canada, Quebec]

"Release" means a progression of the 1st digit of the version release number in a four point version control system (e.g., v4.0 to v5.0). A Release provides significant improvements and includes changes to the basic structure of the Digital Service, including, by way of example only, the inclusion of additional features, functionality, and corrections of Errors in the Digital Service.

"Update" means a progression of 2nd digit of the version release number in a four point version control system (e.g., v4.1 to v4.2). An Update provides minor modifications that do not substantially change the basic character or structure of the Digital Service, or do not correct Errors or deficiencies in the Digital Service.

"Support" means email and phone support services relating to Errors in the Digital Service as well as the provision of Fixes.

"Support Channel" means that Support requests are issued via E-Mail and chat. Volt will schedule calls with the Customer to resolve the issues.

 

B. Items Covered by Support Services.

(a) Email support for all technical issues relating to Errors in the Digital Service as set out below in Section C. below;

(b) Error correction as set out below in Section C. below;

(c) Provision of all Releases and Updates as they become available.

It is within Volt’s sole discretion whether an Error is corrected by means of (a) or (b).

 

C. Error Correction.

Volt shall provide Support Services for any reported and reproducible Error in the Digital Service with a level of effort commensurate with the severity level, as further described in these Support Terms. Upon identification of any Error, Customer shall (a) notify Volt of such Error as described in Section G. below; and (b) provide Volt with information in accordance with Section F. below. Volt shall not be responsible for correcting any Errors not attributable to the Digital Service.

 

D. Implementation of Releases, Updates and Fixes

Volt shall implement all Releases, Fixes or Updates to the Digital Service, as and when determined necessary by Volt.

 

E. Items Not Covered by Support Services.

Volt is not obligated to provide Support Services for Errors or problems caused by the following (each, an "Excluded Cause"): (a) third-party components not provided by Volt; (b) any modifications to the Digital Service without Volt’s prior approval; or (c) use of the Digital Service other than in a recommended environment described in the Documentation.

The Support Services do not comprise advice on the deployment of the Digital Service and for the specific adaptation of the Digital Service to the needs of the Customer.

 

F. Customer Obligations.

Customer agrees to provide Volt with all information and materials requested by Volt for use in replicating, diagnosing and correcting an Error or other problem with the Digital Service reported by Customer. In addition, Support Services may require remote access to the Customer Systems or the possibility of accessing the screen of a user and of operating the user’s system (“Screen Sharing”). If and to the extent that Customer does not comply with its obligations to cooperate, does not comply with them in full or does not comply with them in good time, or fails to permit Screen Sharing or access to Customer Systems as required to resolve a problem, Volt shall be released from its own obligation to provide Support Services to the extent that Volt's services are hindered or made more difficult as a result until Customer has fulfilled its obligations.

Customer acknowledges that Volt’s ability to provide satisfactory Support Services is dependent on Volt having the information necessary to replicate the reported problem with the Digital Service. In reporting an Error to Volt, Customer will send a complete and accurate error report (an "Error Report") that includes (a) Customer name and on-site technical contact information; (b) platform and version on which the Digital Service is running; (c) a reasonably detailed description of the Error, together with any supporting information that Customer’s engineers believe will assist Volt in its diagnostic process; (d) any Error message(s) or other message(s) generated by the system in association with the Error; (e) any applicable trace files and/or Error logs; (f) a test case or instructions necessary to demonstrate the Error; (g) identification of any additional information (such as dumps, logs, etc.) that are, or can be made, available; and (h) the date and time that the Error report is submitted to Volt.

Customer’s employees shall have in-depth knowledge to submit the Error Reports and act as contact person in case of necessary assistance during an Error remediation.

 

G. Contact.

Volt maintains and operates a single point of contact. The single point of contact is available via email during the relevant Support Hours at Email: success@c60.ai

 

H. Severity Levels.

Volt will use reasonable commercial efforts to respond to all Errors reported by Customer in accordance with the response times set forth below. The priority will be determined by Volt in accordance with the information provided by Customer to Volt subject to Section F. above. For the avoidance of doubt, the below mentioned response time will only be measured within the Support Hours.

 

 

 

 

 

 

 

 

 

 

CONTACT US

If you have any questions about this Policy, including any requests to exercise your legal rights, please contact us using the details set out below.

Email us at: privacy@volt-rmc-solutions.com

251 Little Falls Drive, Wilmington, Delaware 19808, US