THIS BlueSuit MASTER SERVICES AGREEMENT (the “Agreement”) is made and entered into as of ________________, 2022, (the “Effective Date”) by and between ______________________, a ______________________ (“Customer”), and BlueSuit Technologies, Inc., a Delaware corporation (“BlueSuit”).  Customer and BlueSuit are referred to herein collectively as the “Parties” and each as a “Party.”

R E C I T A L S

A. BlueSuit is in the business of supplying software which utilizes artificial intelligence to extract information from real estate documents and present such information in a usable format.

B. Customer desires to use BlueSuit’s software products and services.

C. BlueSuit and Customer desire to enter into this Agreement defining their respective rights and responsibilities and memorializing the terms and conditions pursuant to which BlueSuit will provide to Customer the Service (as defined below) for a fee.

A G R E E M E N T

NOW, THEREFORE,in consideration of the mutual promises and agreements contained herein, the parties intending to be legally bound hereby agree as follows: 

1. Definitions.

1.1 “aaS” is an acronym for “As A Service” and means the combined hosting and support services provided in this Agreement.

1.2 “aaS Materials” shall mean the written materials relating to the operation and use of the BlueSuit Software including, but not limited to, user manuals, user guides, technical manuals, release notes, and online help files regarding use of the BlueSuit Software provided as part of the Service, and any other materials prepared in connection with any BlueSuit Software modification, correction, or enhancement, and shall include any updated versions of aaS Materials as may be provided by BlueSuit from time to time in the course of providing the Service.

1.3 “Aggregated Data” means any non-personally identifiable, technical, statistical or analytical data gathered or generated directly by use of the Service, and which BlueSuit collects, gathers and aggregates periodically as part of the Service.  Aggregated Data includes data gathered by BlueSuit through use of identifying data with Customer Data to link such data with data gathered from other third parties.  BlueSuit and its affiliates, licensors, partners and designated agents may use this information to monitor and improve its products, services or to provide customized services or technologies to their customers. BlueSuit collects and uses this information in accordance with its privacy policies and in accordance with applicable data protection laws. Aggregated Data does not include Customer Data.

1.4 “Customer Data” means all data, files, including hypertext markup language files, documents, audio and visual information, graphics, scripts, programs, applets or servlets that Customer creates, installs, uploads to or transfers in or through the Service or provides in the course of using the Service, excluding identification and other information provided by Customer relative to Customer Users.  Customer Data does not include any Aggregated Data.

1.5 “BlueSuit Software” means BlueSuit proprietary software applications and user interfaces made available to Customer by BlueSuit as part of the Service, as set forth in the Sales Order Form.  BlueSuit Software may contain third-party components licensed to BlueSuit.

1.6 “Electronic Communications” shall mean any transfer of signs, signals, text, images, sounds, data or intelligence of any nature transmitted in whole or part electronically to or from the Service.

1.7 “Sales Order Form(s)” means the document through which Customer orders and purchases the Service under this Agreement. Sales Order Forms hereunder must reference this Agreement and are incorporated by reference upon execution (i.e. signature) of both parties. Access to the Service shall be made only against written Sales Orders Forms expressly accepted by BlueSuit.  At minimum, each Sales Order Form shall specify: (a) a description of the Service covered by the Sales Order Form, including start date of services, term of the subscription, number of User instances, etc.; (b) prices, including any applicable discounts, and any other charges and costs; and details such as billing and/or invoice address, and payment terms; and/or (c) any additional information relevant to the Service.   In the event of any conflict between the terms and conditions of this Agreement and those of any Sales Order Form, the terms and conditions of this Agreement shall control.  No pre-printed or boilerplate terms of any purchase order issued by Customer to BlueSuit shall have any binding effect against BlueSuit.  BlueSuit may refuse to accept any Sales Order Form in its sole discretion.

1.8 “Service” shall mean the hardware, software and infrastructure in a hosted environment provided and maintained by BlueSuit to which Customer is being granted access under this Agreement.

1.9 “Term” means any Initial Term and/or Renewal Term as defined in Section 6.

1.10 “Third Party Products” means application software products and data provided by third party vendors, including operating system and application software with which the BlueSuit Software interfaces and which provides certain functionality to the operation of the BlueSuit Software.  Third Party Products are licensed to BlueSuit for incorporation and use as part of the Service. 

1.11 “User(s)” means Customer’s employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by Customer or on Customer’s behalf.

2 BlueSuit Obligations.

2.1 Provision of the Service.  In consideration of the fees paid by Customer under this Agreement, BlueSuit agrees to provide Customer access to the Service and grant the licenses set forth in this Agreement.  BlueSuit reserves the right to subcontract any or all services provided hereunder to third parties.

2.2 Hosting.  Customer agrees and understands that BlueSuit has entered into arrangements with one or more third parties for the hosting of the BlueSuit Software, whereby any such third party will perform the hosting obligations; provided that BlueSuit shall ensure that any such third party shall be contractually bound to provide substantially the same level of protection with respect to Customer Data as is provided by the terms of this Agreement (our “Third-Party Hosting Provider”). Customer acknowledges and agrees that the Third-Party Hosting Provider’s service levels, use policies and terms of service will apply to Customer and that Customer is bound by such terms of service and use policies (the “Third-Party Hosting Terms of Service”). Our current Third-Party Hosting Provider and the Third-Party Hosting Terms of Service applicable to Customer are set forth in Exhibit A attached hereto.

2.3 Customer Data.  BlueSuit shall maintain and handle all Customer Data in accordance with privacy and security measures reasonably adequate to preserve its confidentiality and security as required by applicable privacy laws and regulations.

2.4 Service Level Agreement.  BlueSuit will provide the Service in accordance with the service level agreement set forth in Exhibit A attached hereto.

3. License Grant for the Service.  Subject to the terms and conditions of this Agreement, BlueSuit grants to Customer during the Term of this Agreement the non-transferable, non-exclusive worldwide right to permit Users to (a) use the Service; (b) display and print Customer Data, and (c) use the aaS Materials solely in connection with the Service, all solely for Customer’s own internal business operations; provided, that such internal business operations shall not include commercial time-sharing, rental, outsourcing, service bureau or similar use. Customer acknowledges and agrees that the license granted, for the items listed in the Sales Order Form, is not a concurrent user license and that the rights granted to Customer in this Agreement are subject to all of the following agreements and restrictions: (i) the maximum number of instances of any module of the BlueSuit Software that Customer utilizes shall not exceed the number of instances set forth in the Sales Order Form; (ii) Customer shall not license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose or otherwise commercially exploit or make the Service or the aaS Materials available to any third party other than an authorized User; (iii) Customer shall not modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Service, including without limitation the BlueSuit Software and or aaS Materials that are provided as a part thereof, or access the Service or aaS Materials in order to build a similar or competitive product or service; (iv) Customer shall not create Internet “links” to the Service or “frame” or “mirror” any part of the Service, including any content contained in the Service, on any other server or device; (v) except as expressly stated herein, no part of the Service or aaS Materials may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, or other means; (vi) Customer agrees to make every reasonable effort to prevent unauthorized third parties from accessing the Service; (vii) Customer acknowledges and agrees that BlueSuit or its Third Party Vendors shall own all right, title and interest in and to all intellectual property rights in the Service and the aaS Materials and any suggestions, enhancement requests, feedback, or recommendations provided by Customer or its Users relating to the Service or the aaS Materials, including all unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, know-how and other trade secret rights, and all other intellectual property rights, derivatives or improvements thereof; (viii) unauthorized use, resale or commercial exploitation of any part of the Service or aaS Materials in any way is expressly prohibited; (ix) Customer does not acquire any rights in the Service or aaS Materials, express or implied, other than those expressly granted in this Agreement and all rights not expressly granted to Customer are reserved by BlueSuit and Third Party Vendors; (x) this Agreement is not a sale and does not convey any rights of ownership in or related to the Service, BlueSuit Software, Third Party Products, or aaS Materials to Customer; and (xi) Customer shall not use any automated or manual penetration or security testing of the BlueSuit Software without prior written approval by BlueSuit of the specific testing to be performed.  For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Service, either during or after the Term.  If Customer authorizes an excessive number of Users to access the Service, additional fees may be charged by BlueSuit.

4. Licenses from Customer.  Subject to the terms and conditions of this Agreement, Customer grants to BlueSuit and its Third Party Vendors the non-exclusive, non-transferable worldwide right to copy, store, record, transmit, display, view, print or otherwise use (a) Customer Data solely to the extent necessary to provide the Service and aaS Materials to Customer, and (b) any trademarks that Customer provides BlueSuit for the purpose of including them in Customer’s user interface of the Service (“Customer Trademarks”).  Customer acknowledges and agrees that Customer Data and information regarding Customer and Customer’s Users that is provided to BlueSuit and its Third Party Vendors in connection with this Agreement may be (i) processed by BlueSuit and its Third Party Vendors to the extent necessary to provide the Service and (ii) transferred outside of the country or any other jurisdiction where Customer and Customer’s Users are located.  In addition, Customer acknowledges and agrees that it is Customer’s obligation to inform Customer’s Users and customers of the processing of Customer Data and information regarding Customer and Customer’s Users pursuant to this Agreement.  Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Customer Data and information regarding Customer and Customer’s Users.

By providing Customer with the Service, BlueSuit does not acquire any right, title and/or interest in the content material (including but not limited to text, Customer-provided software, scripts, trademarks, logos, HTML coding, domain names, links, graphics, audio, video, and any data) included in the Customer Data that Customer makes available for use by Users by means of the Service.  Customer is solely responsible for all Customer Data. 

5. Proprietary Rights.

5.1 The Service.  As between BlueSuit and Customer, BlueSuit retains all right, title and interest to the Service, the Aggregated Data, and all related software, applications, programming, documentation, templates, questionnaires, methodologies, models, charts, specifications, reports, and any other intellectual property or items used to deliver the Service or made available to Customer as a result of the Service (“Our Technology”). The Service and Our Technology are protected by applicable intellectual property laws and rights, including rights deriving from copyright, trade secret, patents, trademarks and related industrial property. Customer’s access and use of the Service, Our Technology and any related materials shall be governed by the terms of this Agreement. There are no licenses granted by implication in this Agreement and BlueSuit reserves and retains any rights not expressly granted to Customer.  As between BlueSuit and Customer, Customer owns all rights, title and interest in and to Customer Data.

5.2 BlueSuit Marks.  Customer further acknowledges and agrees that the content or information presented to Customer through the Service may be protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws.  Except where expressly provided otherwise by BlueSuit, nothing in the Service, the aaS Materials, or this Agreement shall be construed to confer any license to any of BlueSuit’s (or its third party manufacturer’s, author’s, developer’s, and service provider’s (“Third Party Vendors”), intellectual property rights, whether by estoppel, implication, or otherwise.  Without limiting the generality of the foregoing, any names or trademarks of the BlueSuit Software and other BlueSuit service marks, logos and product service names are marks of BlueSuit (collectively, the “BlueSuit Marks”).  Customer agrees not to display or use the BlueSuit marks, or the marks of any Third Party Vendor, in any manner without the owner’s express prior written permission.

5.3 Aggregated Data.  Customer acknowledges and agrees that BlueSuit may compile anonymous Aggregated Data.  Customer hereby grants BlueSuit a royalty-free, nonexclusive, irrevocable, right and license (with the right to sublicense) to use, modify, reproduce, have reproduced, make and have made, create derivative works of, import, export, market, sell, distribute and otherwise exploit anonymous Aggregated Data from the use of the Service.  BlueSuit shall be the exclusive owner of any derivative works of Aggregated Data prepared under the license granted in this Section 5.3. 

6. Term.  Unless otherwise set forth in the Sales Order Form, the term of this Agreement shall be as set forth in this Section 6.  The initial term (“Initial Term”) of this Agreement will commence on the Effective Date and will expire on (a) the anniversary of the Effective Date or (b) the date set forth in the Sales Order Form.  Following the expiration of the Initial Term, this Agreement shall automatically renew for additional one-year periods (each, a “Renewal Term” and collectively with the Initial Term, the “Term”) until such time as either Party provides written notice to the other Party at least 60 days prior to expiration of the then current Term of its intent to terminate this Agreement.

7. Fees and Payment.  During the Term, Customer shall pay the fees specified in the Sales Order Form in accordance with the payment terms set forth in the Sales Order Form.  In addition to any remedies BlueSuit may have pursuant to this Agreement or at law for non-payment, delinquency in payment may result in a delay or suspension of the right to use the Service.  If BlueSuit incurs any costs (including reasonable attorney’s fees) from efforts collecting overdue fees from Customer, Customer agrees to pay such costs.  Customer further agrees to pay all foreign, federal, states, and local taxes, if applicable, to Customer’s access to, use, or receipt of the Service. 

8. Terms of Service.

8.1 Service Extensions or Updates.  Customer agrees that, unless explicitly stated otherwise, any new features that augment or enhance the Service, and or any new service subsequently purchased by Customer pursuant to an amendment accepted by BlueSuit referencing this Agreement, will be subject to the terms of this Agreement.

8.2 Internet Access.  In order to use the Service, Customer must have access to the World Wide Web, either directly or through devices that access Web-based content.

8.3 Passwords, Access, and Notification.  Customer may designate a reasonable number of Users of the Service.  Customer will provide and assign unique password and user names to each authorized User.  Customer acknowledges and agrees that Customer is prohibited from sharing passwords and or user names with unauthorized users.  Customer will be responsible for the confidentiality and use of Customer’s (including its employees’) passwords and user names.  Customer will also be responsible for all Electronic Communications, including those containing business information, account registration, account holder information, financial information, Customer Data, and all other data of any kind contained within emails or otherwise entered electronically through the Service or under Customer’s account.  BlueSuit may act as though any Electronic Communications it receives under Customer’s passwords, User name, and/or account number will have been sent by Customer.  Customer agrees to notify BlueSuit if Customer becomes aware of any loss or theft or unauthorized use of any of Customer’s passwords, user names, and/or account number.

8.4 Customer’s Responsibilities.  Customer agrees to comply with all applicable local, state, national and foreign laws, treaties, regulations and conventions in connection with its use of the Service, including without limitation those related to data privacy, international communications, and the exportation of technical or personal data.  Customer will ensure that any use of the Service by Customer’s Users is in accordance with the terms of this Agreement.  Customer agrees to notify BlueSuit immediately of any unauthorized use of any password or account or any other known or suspected breach of security or any known or suspected distribution of Customer Data.  Customer certifies that neither Customer nor any Users are on the U.S. Department of Commerce’s Denied Persons List or affiliated lists or on the U.S. Department of Treasury’s Specially Designated Nationals List.  Customer agrees to comply strictly with all U.S. export laws and assumes sole responsibility for obtaining licenses to export or re-export as may be required.  Any unauthorized use of the Service may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.  Customer is solely responsible for obtaining all licenses and permissions necessary related to Customer Data, including without limitation licenses for any third-party software included in Customer Data.  Customer shall not resell the Service directly or indirectly to third parties.

8.5 Transmission of Data.  Customer understands that the technical processing and transmission of Customer’s Electronic Communications is fundamentally necessary to Customer’s use of the Service.  Customer expressly consents to BlueSuit’s interception and storage of Electronic Communications and/or Customer Data, and Customer acknowledges and understands that Customer’s Electronic Communications will involve transmission over the Internet, and over various networks, only part of which may be owned and/or operated by BlueSuit.  Customer acknowledges and understands that changes to Customer’s Electronic Communications may occur in order to conform and adapt such data to the technical requirements of connecting networks or devices.  Customer further understands that Electronic Communications may be accessed by unauthorized parties when communicated across the Internet, network communications facilities, telephone, or other electronic means.  Customer agrees that BlueSuit is not responsible for any Electronic Communications or Customer Data which are lost or altered.

8.6 Confidential Information.  Each Party may have access to information that is confidential to the other Party (“Confidential Information”).  For purposes of this Agreement, Confidential Information shall include any information that is clearly identified in writing at the time of disclosure as confidential as well as any information that, based on the circumstances under which it was disclosed, a reasonable person would believe to be confidential.  The term Confidential Information shall include information received by a Party from a third party pursuant to a separate nondisclosure agreement with such third party.  A Party’s Confidential Information shall not include information that (i) is or becomes a part of the public domain through no act or omission of the other Party; (ii) was in the other Party’s lawful possession prior to the disclosure without any obligation of confidentiality and had not been obtained by the other Party either directly or indirectly from the disclosing Party; (iii) is lawfully disclosed to the other Party by a third party without restriction on disclosure; (iv) is independently developed by the other Party without use of or reference to the other Party’s Confidential Information, as established by written records. The Parties agree to use commercially reasonable efforts not to make each other’s Confidential Information available in any form to any third party.  Notwithstanding the foregoing, Customer acknowledges and agrees that BlueSuit may disclose Customer’s Confidential Information to its Third Party Vendors solely to the extent necessary to provide the Service.  This Section 8.6 will not be construed to prohibit disclosure of Confidential Information to the extent that such disclosure is required by law or valid order of a court or other governmental authority; provided, however, that a Party who has been subpoenaed or otherwise compelled by a valid law or court order to disclose Confidential Information (the “Responding Party”) shall first have given sufficient and prompt written notice to the other Party of the receipt of any subpoena or other request for such disclosure, so as to permit such Party an opportunity to obtain a protective order or take other appropriate action.  The Responding Party will cooperate in the other Party’s efforts to obtain a protective order or other reasonable assurance that confidential treatment will be afforded the Confidential Information.  If the Responding Party is compelled as a matter of law to disclose the Confidential Information, it may disclose to the Party compelling the disclosure only that part of the Confidential Information as is required by law to be disclosed.

9.  Suspension/Termination

9.1  Suspension for Delinquent Account.  BlueSuit reserves the right to suspend Customer’s access and/or use of the Service for any account for which any payment is due but remains unpaid after 10-days’ written notice of such delinquency.  Customer agrees that (a) BlueSuit shall not be liable to Customer, or to any third party, for any suspension of the Service resulting from Customer’s non-payment of the fees as described in this Section 9.1; and (b) Customer may be charged a fee for reinstating the Service after suspension pursuant to this Section 9.1.

9.2 Suspension for Ongoing Harm.  Customer agrees that BlueSuit may, with reasonably contemporaneous electronic notice to Customer, suspend Customer’s access to the Service if BlueSuit reasonably concludes that Customer’s use of the Service is causing immediate and ongoing harm to BlueSuit or others.  BlueSuit will use commercially reasonable efforts to resolve the issues causing the suspension of Service.  Customer agrees that BlueSuit will not be liable to Customer or to any third party for any suspension of the Service under such circumstances as described in this Section 9.2.

9.3 Termination for Breach.  Either Party may terminate this Agreement upon 30 days’ written notice to the other Party in the event of a breach of any material obligation under this Agreement: provided, that the alleged breach is not cured during the 30-day notice period. 

9.4 Handling of Customer Data In the Event of Termination.  Customer acknowledges and agrees that following termination of this Agreement, Customer shall return all aaS Materials to BlueSuit and BlueSuit may immediately deactivate Customer’s account.  Upon written request by Customer made within 30 days after the effective date of termination, BlueSuit will make available to Customer a file containing the Customer Data.  After such 30-day period, BlueSuit shall have no obligation to maintain or provide any Customer Data and will thereafter delete Customer Data except for Customer Data which is retained by BlueSuit for the purpose of developing algorithms.  Any Customer Data retained for such purpose shall be deleted by BlueSuit after such Customer is no longer needed to develop BlueSuit’s algorithms.  Customer agrees that BlueSuit shall not be liable to Customer or to any third party for any termination of Customer access to the Service or deletion of Customer Data in accordance with this Section 9.4; provided, that BlueSuit is in compliance with the terms of this Section 9.4.

9.5 Effect of Termination.  Upon termination of this Agreement, all rights and licenses granted herein will terminate and Customer will make no further use of the Service. No termination will relieve Customer of the obligation to pay any fees accrued or payable to BlueSuit. Upon termination, each Party shall delete any of the other Party’s Confidential Information still in their possession (with the exception of Customer Data as set forth in Section 9.4) from computer storage or any other media including, but not limited to, online and off-line libraries; and each Party shall return to the other Party or, at the other Party’s option, destroy, all physical copies of any the other Party’s Confidential Information.

10. Modification/Discontinuation/Maintenance.

10.1 Modification to or Discontinuation of the Service.  BlueSuit reserves the right at any time and from time to time to modify, temporarily or permanently, the Service (or any part thereof).  Notwithstanding the foregoing, except for routinely scheduled down time, or as otherwise provided in this Agreement, BlueSuit shall use commercially reasonable efforts to notify Customer prior to any such modification.  Customer acknowledges that BlueSuit reserves the right to discontinue offering the Service at the conclusion of Customer’s then current Term.  Customer agrees that BlueSuit will not be liable to Customer or any third party for any modification or discontinuance of the Service as described in this Section 10.1.

10.2 Modification to Third Party Software and Support Cost.  If BlueSuit incurs any increased cost from third party software licenses or annual support fees during the Term, BlueSuit reserves the right to pass these costs onto Customer.

10.3 Maintenance.  In order to perform maintenance, including infrastructure and application upgrades, there will be routinely scheduled down time.  BlueSuit shall provide reasonable advance notice to Customer of any such scheduled down time.  BlueSuit further reserves the right to issue new releases in which BlueSuit adds functionality to the Service.  Customer acknowledges that these periodic releases may take several hours to complete.  BlueSuit shall consult with Customer and, unless otherwise agreed upon, shall install such releases during routinely scheduled down time as set forth above.  If BlueSuit, in its sole discretion, determines that any unscheduled maintenance is necessary, BlueSuit will use commercially reasonable efforts to notify Customer as soon as it becomes aware of such need.

11. Limited Warranty.

11.1 Limited Warranty of Functionality.  BlueSuit warrants to Customer during the Term of this Agreement that the Service will comply with the material functionality described in the aaS Materials and that such functionality will be maintained in all material respects in subsequent upgrades to the Service.  Customer’s sole and exclusive remedy for BlueSuit’s breach of this limited warranty shall be that BlueSuit shall use commercially reasonable efforts to correct such errors or modify the Service to achieve the material functionality described in the aaS Materials within a reasonable period of time.  However, BlueSuit shall have no obligation with respect to this warranty claim unless notified of such claim 30 days of the first material functionality problem.  Further, BlueSuit shall have no obligation with respect to this warranty claim, and Customer may not terminate this Agreement, where any alleged nonconformity is due to User error, as reasonably determined by BlueSuit.  BlueSuit DOES NOT WARRANT THAT THE SERVICE WILL BE FREE OF NON-MATERIAL ERRORS, BUGS, OR MINOR INTERRUPTION, OR THAT ALL SUCH ERRORS WILL BE CORRECTED.

11.2 Non-Infringement Limited Warranty.  BlueSuit warrants that it has full power and authority to grant the license and use of the Service and other rights granted by this Agreement to Customer with respect to the Service and that neither the performance by Customer in its utilization of the Service, nor the license of and authorized use by Customer of the Service, will in any way constitute an infringement or other violation of any U.S. copyright, trade secret, trademark, patent, invention, proprietary information, non-disclosure, or other rights of any third party.

12. Disclaimer of Warranties.  EXCEPT AS OTHERWISE STATED IN SECTION 11, BlueSuit DOES NOT REPRESENT THAT CUSTOMER’S USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPED OR ERROR FREE, OR THAT THE SERVICE WILL MEET CUSTOMER REQUIREMENTS OR THAT ALL ERRORS IN THE SERVICE AND/OR AAS MATERIALS WILL BE CORRECTED OR THAT THE SYSTEM THAT MAKES THE SERVICE AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THE SERVICE WILL OPERATE IN COMBINATION WITH OTHER HARDWARE, SOFTWARE, SYSTEMS OR DATA NOT PROVIDED BY BlueSuit OR THE OPERATION OF THE SERVICE WILL BE SECURE OR THAT BlueSuit AND ITS THIRD PARTY VENDORS WILL BE ABLE TO PREVENT THIRD PARTIES FROM ACCESSING CUSTOMER DATA OR CUSTOMER’S CONFIDENTIAL INFORMATION, OR ANY ERRORS WILL BE CORRECTED OR ANY STORED CUSTOMER DATA WILL BE ACCURATE OR RELIABLE.  THE WARRANTIES STATED IN SECTION 11 ARE THE SOLE AND EXCLUSIVE WARRANTIES OFFERED BY BlueSuit.  THERE ARE NO OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  EXCEPT AS STATED IN SECTION 11, THE SERVICE IS PROVIDED TO CUSTOMER ON AN “AS IS” AND “AS AVAILABLE” BASIS AND IS FOR COMMERCIAL USE ONLY.  CUSTOMER ASSUMES ALL RESPONSIBILITY FOR DETERMINING WHETHER THE SERVICE OR THE INFORMATION GENERATED THEREBY IS ACCURATE OR SUFFICIENT FOR CUSTOMER’S PURPOSE.

13. Limitations of Liability

13.1 No Consequential Damages.  NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, INTERRUPTION OF BUSINESS, LOST PROFITS, LOST OR CORRUPTED DATA, LOST REVENUE ARISING OUT OF THIS AGREEMENT (INCLUDING WITHOUT LIMITATION THE SERVICE, THE USE OF THE SERVICE OR THE INABILITY TO USE THE SERVICE), EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 DIRECT DAMAGE LIMITATIONS.

(a) IN NO EVENT SHALL THE AGGREGATE LIABILITY OF BlueSuit OR ANY THIRD PARTY VENDOR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING ANY LICENSE, USE, OR OTHER EMPLOYMENT OF THE SERVICE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON BREACH OR REPUDIATION OF CONTRACT, BREACH OF WARRANTY, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY CUSTOMER PURSUANT THIS AGREEMENT IN THE SIX MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.  THERE SHALL BE ONLY ONE AGGREGATE LIABILITY CAP UNDER THIS AGREEMENT EVEN IF THERE ARE MULTIPLE CLAIMS; EACH CLAIM SHALL REDUCE THE AMOUNT AVAILABLE IN THE AGGREGATE LIABILITY CAP.

(b) SUBJECT TO SECTION 13.2(a), BlueSuit SHALL NOT BE LIABLE FOR ANY DAMAGES RESULTING FROM THE LOSS OR CORRUPTION OF ANY DATA WHETHER RESULTING FROM DELAYS, NONDELIVERIES, MISDELIVERIES, SERVICE INTERRUPTIONS OR OTHERWISE.

13.3 EXCLUSIONS.  THE LIMITATIONS OF LIABILITY SET FORTH IN SECTIONS 13.1 AND 13.2 SHALL NOT APPLY WITH RESPECT TO: (I) DAMAGES TO PERSONS AND/OR TANGIBLE PROPERTY OCCASIONED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF A PARTY, (II) BREACHES BY CUSTOMER OF LICENSE TERMS APPLICABLE TO BlueSuit PROVIDED SOFTWARE AND THIRD PARTY PRODUCTS, (III) CUSTOMER’S UNAUTHORIZED USE OF BlueSuit’S OR THIRD PARTY VENDOR’S INTELLECTUAL PROPERTY, MATERIALS OR ASSETS; (IV) DAMAGES INCURRED AS A RESULT OF A BREACH BY A PARTY OF ITS OBLIGATIONS UNDER SECTION 8.6 THAT RESULT IN THE DISCLOSURE OF CONFIDENTIAL INFORMATION OF THE OTHER PARTY, OR (V) CLAIMS THAT ARE THE SUBJECT OF INDEMNIFICATION PURSUANT TO SECTION 14 (WHICH ARE SUBJECT TO THE LIMITS, IF ANY CONTAINED THEREIN).  DAMAGES AS LIMITED BY THIS SECTION 13 ARE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY.

14. Indemnification.

14.1 Infringement.  BlueSuit will indemnify, defend and hold harmless Customer for Losses Customer incurs as a direct result of any unaffiliated third party claim based on any claim that the Service infringes any U.S. copyright, trademark or trade secret, except to the extent resulting from (i) Customer’s modification of the Service or combination by Customer of the Service with other products or services if the Service would not have been infringing but for such combination or modification, (ii) Customer’s use of the Service in a manner not authorized herein or for which it was not designed, (iii) Customer’s failure to use an updated non-infringing version of the applicable intellectual property to the extent Customer was notified that the update cured an infringement, (iv) changes to the Service made by BlueSuit at the direction of the Customer, or (v) Customer Data.  If any item for which BlueSuit has an indemnification obligation under this Section 14 becomes, or in BlueSuit’s reasonable opinion is likely to become, the subject of an infringement or misappropriation claim or proceeding, BlueSuit will, in addition to indemnifying Customer as provided in this Section 14, promptly take the following actions, at no additional charge to Customer, in the listed order of priority:  (a) secure the right to continue using the item or (b) replace or modify the item to make it non-infringing.  If neither of such actions can be accomplished by BlueSuit using commercially reasonable efforts, and only in such event, BlueSuit will remove the item from the Service and the applicable Service fee will be equitably adjusted to reflect such removal.  This Section 14.1 states Customer’s sole and exclusive remedy for BlueSuit’s infringement or misappropriation of intellectual property of a third party.

14.2 Customer’s Indemnity.  Customer shall defend and indemnify BlueSuit and its Third Party Vendors against any and all Losses incurred by BlueSuit and its Third Party Vendors arising out of or in connection with a claim by a third party (i) alleging that Customer Data or Customer Trademarks, or any use thereof, infringes the rights of, or has caused harm to, a third party, or (ii) arising out of Customer’s breach of Sections 8.5 and 8.8.  Customer will indemnify, defend and hold harmless BlueSuit, its affiliates, successors, and assigns, including the applicable officers, directors, employees, and agents thereof for Losses BlueSuit incurs from any third-party claim arising from Customer Data or Customer’s or any end user’s use of the Service. 

14.3 Indemnification Procedures.  The Indemnified Party shall give prompt notice of the claim and will tender the defense; provided, however, that the Indemnified Party’s failure to provide notification shall not affect the Indemnifying Party’s indemnification obligations except to the extent that the failure to notify delays or prejudices the Indemnifying Party’s ability to defend the applicable claim.  The Indemnifying Party shall conduct the defense and shall have control of the litigation, and the Indemnified Party shall cooperate in defending against the claim.  The Indemnified Party shall have the right, at any time and at its own expense, to participate in the defense of the claim with counsel of its own choosing.  The Indemnifying Party shall not make any settlement of the claim that results in any liability or imposes any obligation on the Indemnified Party without the prior written consent of the Indemnified Party.  If the Indemnifying Party fails to (i) respond to the notice of a claim, or (ii) assume the defense of a claim, the Indemnified Party shall have the right to defend the claim in such manner as it may deem appropriate, at the reasonable cost, expense, and risk of the Indemnifying Party, and the Indemnifying Shall promptly reimburse the Indemnified Party for all such costs and expenses.

15. Notices.  Any notice required or permitted under the terms of this Agreement or required by law must be in writing and must be (a) delivered in person, (b) sent by registered or certified mail return receipt requested, (c) sent by overnight courier, or (d) sent by email to the addresses set forth on the signature page hereto or at such other address as a Party may provide by written notice to the other Party from time to time.  Notices shall be considered to have been given at the time of actual delivery in person, five business days after posting if by mail, one business day if by overnight courier service, or upon receipt by email as described herein.

16. General Provisions.

16.1 Interpretation.  The section headings throughout this Agreement are for reference purposes only, and such headings and words shall in no way be held to explain or aid in the interpretation, construction or meaning of the provisions of this Agreement.  The Parties each acknowledge that they have had the opportunity to consult legal counsel with respect to this Agreement, and that each Party has had a role in negotiating the terms of the Agreement.  This Agreement shall be construed within its fair meaning, and no inference shall be drawn against the drafting Party in interpreting this Agreement.

16.2 Governing Law; Venue; Attorneys’ Fees.  This Agreement shall be governed by and construed in accordance with the substantive laws of the state of Colorado, without regard to conflicts of laws principles.  The Parties irrevocably consent to the exclusive jurisdiction of any state or federal court sitting in Denver County, Colorado, in any action arising out of or relating to this Agreement and agree that all claims in respect of the action may be heard and determined in any such court.  The prevailing party shall be entitled to recover all of its reasonable attorneys’ fees, expenses and costs.

16.3 Entire Agreement.  This Agreement, together with the Exhibits attached hereto, represents the Parties’ entire understanding relating to the Service and supersedes any prior or contemporaneous, conflicting or additional, communications.  No text or information set forth on any Sales Order Form, preprinted form or document shall add to or vary the terms and conditions of this Agreement.  This Agreement may not be modified, changed or discharged, in whole or in part, except by an agreement in writing signed by duly authorized representative of the Parties.

16.4 Severability.  If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provisions, with all other provisions remaining in full force and effect.  No joint venture, partnership, employment, or agency relationship exists between BlueSuit and Customer as a result of this Agreement or use of the Service.

16.5 Waiver.  The failure of BlueSuit to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by BlueSuit in writing BlueSuit reserves the right to assign its right to receive and collect payments hereunder.

16.6  Successors and Assigns.  This Agreement shall be binding upon the Parties, their agents, servants, employees, successors, and assigns, and shall inure to the benefit of the Parties and their respective successors and assigns.

16.7 No Assignment.  Customer may not assign this Agreement without the prior written approval of BlueSuit.  Any purported assignment in violation of this Section 16.7 shall be void.

16.8 Force Majeure.  Neither Party will be liable to the other for any failure or delay in the performance of such Party’s non-monetary obligations due to causes beyond its control, such as failure or delay caused, directly or indirectly, by fire, flood, earthquakes, other elements of nature, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, epidemics, communications line or power failures, or governmental laws, court orders, and regulations imposed after the fact (a “Force Majeure Event”). 

16.9  Survival.  The following provisions shall survive any termination of this Agreement: Sections 1, 5, 8.6, 11, 12, 13, 14, 15, and 16 and any other provision which by its nature is intended to survive termination of this Agreement.

16.10 Counterparts.  The Parties may execute this Agreement in counterparts, each of which is deemed an original, but all of which together constitute one and the same agreement.  This Agreement may be delivered by facsimile transmission, and facsimile copies of executed signature pages shall be binding as originals.

EXHIBIT A

SERVICE LEVEL AGREEMENT

This BlueSuit Service Level Agreement (“SLA”) is a policy governing the use of the BlueSuit ExtractAPI gateway (“API”) under the terms of the Agreement. This SLA applies separately to each account using the API in production mode and defines the measurable performance levels for the API and specifies remedies available to Customer if BlueSuit fails to achieve these levels.

BlueSuit will use commercially reasonable efforts to provide the Services in accordance with the Service Level Commitments set forth below. Capitalized terms used herein but not defined herein shall have the meanings set forth in the Agreement.

1. Service Level Commitments

1.1 Availability

BlueSuit commits to make the API available with a Monthly Uptime Percentage of at least 99.99%, during any monthly billing cycle (the “Availability Commitment”).

Subject to the Exclusions, in the event that the BlueSuit API does not meet the Availability Commitment, Customer will be eligible to receive a Service Credit equal to 15% of Fees in the Sales Order Form impacted by the API’s Unavailable Time.

Example: If the BlueSuit API’s Unavailable Time impacted $10,000 in document processing, then, subject to the Exclusions, the Service Credit would be calculated as $10,000 x 15% = $1,500.

1.2 Automated Extraction Accuracy

BlueSuit uses proprietary technology to automate the extraction of data from documents (“Automated Extraction”). The accuracy of extracted data varies by document type and Data Field Group.

The accuracy of Data Field Groups are algorithmically evaluated and scored in real time (“AccuracyIQ”). AccuracyIQ indicates the Service’s level of confidence that the predicted results have an accuracy level equal to or better than a human performing the same work. AccuracyIQ marks each Data Field Group with a pass (“Pass”) or fail (“Fail”) score. Data Field Groups marked as Fail are handled in accordance with the Sales Order Form. Data Field Groups marked as Pass are charged fees in accordance with the Sales Order Form.

BlueSuit commits to the following Data Accuracy levels for Automated Extraction results with an AccuracyIQ score of Pass (the “Automated Extraction Accuracy Commitment”):

Document Type	Data Field Group	Data Accuracy
Property Deeds	Legal Description	98.5%
Full Title Search Package	Index & Classify	97.0%
Mortgages	All Data	96.8%
Property Deeds	Basic Property	96.7%
Offering Memo	Basic Financial Information	95.2%
M A N U A L    E X T R A C T I O N    B E N C H M A R K    –    9 5 %
Closing Disclosure	Overview	94.1%
Offering Memo	Basic Property	93.2%
Purchase & Sale Agreement	Basic	91.4%

Subject to the Exclusions, in the event that the BlueSuit API does not meet the Automated Extraction Accuracy Commitment, Customer will be eligible to receive a Service Credit equal to 200% of the fees in the Sales Order Form for the applicable Data Field Groups that failed to meet the Data Accuracy standard set forth above.

Example: If the BlueSuit API processes $10,000 in documents whereby the Automated Extraction Accuracy Commitment for Data Accuracy is 97% and the audited Data Accuracy is 94% then, subject to the Exclusions, the Service Credit would be calculated as $10,000 x (97% – 94%) x 200% = $600.

1.3 Manual Extraction Accuracy

BlueSuit may use humans such as employees or third-parties to manually extract data from documents (“Manual Extraction”). Services performed using Manual Extraction will be detailed in the Sales Order Form.

BlueSuit commits to the following data accuracy levels for Manual Extraction results (the “Manual Extraction Accuracy Commitment”):

Extraction Type	Data Accuracy
Manual	95%

Subject to the Exclusions, in the event that the BlueSuit API does not meet the Manual Extraction Accuracy Commitment, Customer will be eligible to receive a Service Credit equal to 150% of the fees in the Sales Order Form for the applicable Data Field Groups that failed to meet the Data Accuracy standard set forth above.

Example: If BlueSuit processes $10,000 in documents whereby the Manual Extraction Accuracy Commitment for Data Accuracy is 95% and the audited Data Accuracy is 90% then, subject to the Exclusions, the Service Credit would be calculated as $10,000 x (95% – 90%) x 150% = $700.

2. Definitions

2.1 “Unavailable Time” means the BlueSuit API is not available for use according to third party performance and monitoring services contracted by BlueSuit at its sole discretion (the “Monitoring Service”); provided that service issues or outages relating to any Exclusions shall not be deemed as Unavailable Time.

2.2 “Monthly Uptime Percentage” is calculated by subtracting from 100% the percentage of continuous 5 minute periods during the Service Month in which the BlueSuit API was in a state of “Unavailable Time” as identified by Monitoring Service

2.3 “Scheduled Maintenance” is maintenance taking place during the standard BlueSuit maintenance window. When Scheduled Maintenance involves more than 5 minutes of disruption, BlueSuit will provide, as a minimum, 10 days notice. All notices will be issued through https://bluesuit.statuspage.io/ and sent to all email addresses registered with Customers API key.

2.4 “Emergency Maintenance” means any time where BlueSuit must undertake other urgent maintenance activities necessary for purposes of maintaining the integrity or operation of the API. If Emergency Maintenance is required, BlueSuit will use https://bluesuit.statuspage.io/ to notify customers and provide the expected start time and the planned duration of the Emergency Maintenance.

2.5 “Data Field Group” is a combination of related data fields in a document that together form a unit.

2.6 “Data Accuracy” is the percentage of accurate data from a diverse statistically representative sample set. It is calculated by dividing (i) the number of Data Fields Groups with accurate key-value pairs by (ii) the total number of Data Field Groups.

2.7 “Service Credit” means the credit that Customer is eligible to request pursuant to Section 3 (Credit Request and Payment Procedures) of this SLA, calculated as set forth above, that BlueSuit may credit back to an eligible account.

2.8 “SLA Event” means any time BlueSuit fails to meet a Service Level Commitment and the Customer qualifies for a Service Credit under this SLA.

3. Credit Request and Payment Procedures

To apply for a Service Credit, Customer must submit a ticket via email to [email protected] within 30 days of the month in which the BlueSuit API failed to meet the Service Level Commitment. The ticket must include:

(i) “SLA Claim” as the subject of the ticket;

(ii) the email address associated with the BlueSuit API key;

(iii) the dates and times for the requested credit;

(iv) the Service Level Commitment(s) the API failed to achieve; and

(v) any applicable information that documents the claimed failure.

Any Service Credit will be applied to future amounts payable by Customer to BlueSuit for Services. Service Credits are not available in the form of refunds or cash value. Service Credits may not be transferred or applied to any other account. In the event of termination of the Agreement, unused or unapplied service credits are forfeited. In the event that one occurrence or set of circumstances gives rise to Service Credits under more than one (1) Service Level Commitment of this SLA, only the largest Service Credit shall be provided.

Notwithstanding the foregoing, the aggregate maximum number of Service Credits to be issued by BlueSuit to Customer for any failure to achieve the Service Level Commitment that occur in a single billing month shall not exceed 50% of the amount due by Customer for the use of the Service for the applicable month.

4. Exclusions

Notwithstanding anything to the contrary, no failure to meet the Service Level Commitment shall be deemed to have occurred with respect to any unavailability, suspension, or termination of the BlueSuit API, or any other BlueSuit API performance issues, that:

(i) are caused by factors outside of BlueSuit’s reasonable control, including, without limitation, any force majeure event, Internet access or related problems beyond the demarcation point of BlueSuit’s API or its direct hosting subcontractors (i.e beyond the point in the network where BlueSuit maintains access and control over the API);

(ii) results from any actions or inactions of Customer or any third party (except for BlueSuit’s agents and subcontractors);

(iii) results from any applications, equipment, software or other technology, add-on services, and/or third-party equipment, software or other technology not within BlueSuit’s direct control;

(iv) arise from BlueSuit’s suspension and termination of Customer’s right to use the BlueSuit Services in accordance with the Agreement;

(v) occurs during (a) BlueSuit’s Scheduled Maintenance window; or (b) Emergency Maintenance, regardless of the notice provided by BlueSuit;

(vi) is less than four (4) minutes and twenty-two (22) seconds of continuous unavailability in duration;

(vii) results from problems or issues identified as experimental, alpha, beta, in trial, not generally available, limited release, developer preview, or any similar APIs offered by BlueSuit; (collectively, the “Exclusions”).

5. Chronic Trouble

Customer may terminate Services for cause if Customer experiences “Chronic Trouble” for the Services in such Sales Order Form. Chronic Trouble means Customer has experienced an SLA Event with the same Service in three consecutive calendar months. Customer must give written notice of their intent to terminate the affected Services within 30 days of the SLA Event. Said termination will be Customer’s sole and exclusive remedy for the applicable Chronic Trouble. Said termination will take effect 30 days after Customer gives BlueSuit the termination notice.

6. Sole Remedy

Unless otherwise provided in the Agreement, BlueSuit’s sole and entire liability to Customer, and Customer’s sole and exclusive remedy for any unavailability, non-performance, or other failure by BlueSuit to provide the API Services is the receipt of a Service Credit (if eligible) in accordance with the terms of this SLA.

7. Updates BlueSuit reserves the right to change the terms of this SLA in accordance with the Agreement and may update this SLA from time to time. The then-current terms of this SLA are available at https://bluesuit.com/service-level-agreement