Kita Standard Terms

Version 1 · Kita Technologies, Inc. · https://kita.ai/legal/standard-terms/v1

These Kita Standard Terms (v1) are the Kita Master Services Agreement terms and are incorporated by reference into each Order Form that references them.

KITA TECHNOLOGIES, INC. MASTER SERVICES AGREEMENT

This Master Services Agreement (this “Agreement”) is between Kita Technologies, Inc., a Delaware corporation (“Company”), and the customer identified on the applicable Order Form (“Customer”). This Agreement governs all Order Forms entered into by the Parties. The “Effective Date” of this Agreement is the effective date of the initial Order Form executed by the Parties.

Company has developed and makes available a cloud-based software platform that processes financial documents using computer vision and returns credit and fraud signals to lenders (the “Product”) and provides related professional services. Customer desires to use the Product for its internal business purposes and engage Company for related services.

1. Definitions

The following terms, when used in this Agreement will have the following meanings:

“Affiliates” means an entity that directly or indirectly Controls, is Controlled by, or is under common Control with another entity, so long as such Control exists. For the purposes of this definition, “Control” means beneficial ownership of 50% or more of the voting power or equity in an entity.

“Confidential Information” means any information or data disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure. However, “Confidential Information” will not include any information which (a) is in the public domain through no fault of receiving party; (b) was properly known to receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to receiving party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

“Deliverables” means the work product, materials, reports, configurations, customizations, or other items to be created by Company and delivered to Customer as specified in an applicable Order Form.

“Documentation” means the printed and digital instructions, on-line help files, technical documentation and user manuals made available by Company for the Product.

“Order Form” means an order form, quote or other similar document that sets forth the specific Product, Professional Services (if any), Deliverables (if any), and pricing therefor, and that references this Agreement and is mutually executed by the parties.

“Pre-Existing Materials” means any intellectual property, tools, frameworks, methodologies, code, content, or materials owned by or licensed to Company prior to the Effective Date of an Order Form, or developed by Company independently of its performance under an Order Form.

“Professional Services” means the implementation, configuration, customization, training, consulting, or other professional services to be provided by Company to Customer as described in an applicable Order Form.

“Third-Party Materials” means any third-party software, content, data, or other materials that are incorporated into or required for the use of any Deliverables.

2. Product and Services

2.1 Provision of Product

Subject to the terms and conditions of this Agreement, Company will make the Product available to Customer pursuant to this Agreement, the SLA attached in Exhibit A and the applicable Order Form, and hereby grants Customer a non-exclusive right to access and use the Product for its internal business purposes.

2.2 Professional Services

(a) Scope. Company will provide the Professional Services if described in an applicable Order Form. Professional Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards.

(b) Staffing. Company will assign qualified personnel to perform the Professional Services. Company may substitute personnel of equivalent or greater qualifications upon reasonable notice to Customer.

(c) Acceptance. Unless otherwise specified in an Order Form, Customer will have 10 business days following delivery of any Deliverable to review and accept or reject such Deliverable. If Customer does not provide written notice of rejection within such period, the Deliverable will be deemed accepted. If Customer rejects a Deliverable, Customer will provide reasonable detail of the non-conformance, and Company will use commercially reasonable efforts to correct the Deliverable and redeliver it within 10 business days.

(d) Change Orders. Any changes to the scope, timeline, or fees for Professional Services must be documented in a written change order signed by both Parties (each, a “Change Order”).

(e) Dependencies. Company's performance of Professional Services may be dependent on Customer's timely performance of its obligations under Section 2.5 and the applicable Order Form. Company will not be liable for delays to the extent caused by Customer's failure to perform such obligations.

2.3 Data Security

(a) Company will maintain a security program materially in accordance with industry standards that is designed to (i) ensure the security and integrity of Customer data uploaded by or on behalf of Customer to the Product (“Customer Data”); (ii) protect against threats or hazards to the security or integrity of Customer Data; and (iii) prevent unauthorized access to Customer Data. In furtherance of the foregoing, Company will use appropriate technical and organizational measures designed to prevent unauthorized access, use, alteration or disclosure of Customer Data. Company's security safeguards include measures for preventing access, use, modification or disclosure of Customer Data by Company personnel except (a) to provide the Product and prevent or address service or technical problems, (b) as required by applicable law, or (c) as Customer expressly permits in writing or under this Agreement. Company will not materially diminish the protections provided in this Section during the term of this Agreement.

(b) To the extent that Company processes any Personal Data (as defined in the DPA referenced below) contained in Customer Data that is subject to applicable data protection laws, on Customer's behalf in the provision of the Product, the parties will execute a Data Processing Addendum (“DPA”) and attach such DPA to this Agreement.

2.4 Customer Limitations

The rights granted herein are subject to the following restrictions (the “License Restrictions”). Customer will not directly or indirectly:

• reverse engineer, decompile, disassemble, modify, create derivative works of or otherwise create, attempt to create or derive, or permit or assist any third party to create or derive, the source code underlying the Product;
• attempt to probe, scan or test the vulnerability of the Product, breach the security or authentication measures of the Product without proper authorization or wilfully render any part of the Product unusable;
• use or access the Product to develop a product or service that is competitive with Company's products or engage in competitive analysis or benchmarking;
• transfer, distribute, resell, lease, license, or assign the Product or otherwise offer the Product on a standalone basis; or
• otherwise use the Product outside the scope expressly permitted hereunder and in the applicable Order Form.

2.5 Customer Responsibilities

(a) Customer acknowledges that Company's provision of the Product and Professional Services is dependent on Customer providing all reasonably required cooperation (including the prompt provision of access to Customer's applications, software systems, data, facilities, personnel, cooperation and materials as reasonably required and any other access as may be specified in the applicable Order Form), and Customer will provide all such cooperation in a diligent and timely manner.

(b) Customer will (i) be responsible for all use of the Product under its account (whether or not authorized), (ii) use commercially reasonable efforts to prevent unauthorized access to or use of the Product and notify Company promptly of any such unauthorized access or use and (iii) be responsible for obtaining and maintaining any equipment, software and ancillary services needed to connect to, access or otherwise use the Product, including as set forth in the Documentation.

(c) Customer represents and warrants that it has all necessary rights and lawful bases, and has provided all required notices and obtained all required consents and authorizations, to provide Personal Data to Company and to instruct Company to process such Personal Data as contemplated by this Agreement and the applicable Data Processing Addendum.

2.6 Affiliates

Any Affiliate of Customer will have the right to enter into an Order Form executed by such Affiliate and Company and this Agreement will apply to each such Order Form as if such Affiliate were a signatory to this Agreement. With respect to such Order Forms, such Affiliate becomes a party to this Agreement and references to Customer in this Agreement are deemed to be references to such Affiliate. Each Order Form is a separate obligation of the Customer entity that executes such Order Form, and no other Customer entity has any liability or obligation under such Order Form.

3. Fees

3.1 Fees

Customer will pay Company the fees set forth in the Order Form. Except as otherwise specified herein or in any applicable Order Form, (a) fees are quoted and payable in United States dollars and (b) payment obligations are non-cancelable and non-pro-ratable for partial months, and fees paid are non-refundable.

3.2 Expenses

If an Order Form includes reimbursable expenses, Company will invoice Customer for reasonable, pre-approved, out-of-pocket expenses incurred in connection with the performance of Professional Services. All expenses require Customer's prior written approval unless otherwise specified in the Order Form. Company will provide reasonable documentation of expenses with each invoice.

3.3 Late Payment

Company may suspend access to the Product and performance of Professional Services upon notice if Customer fails to pay any amounts hereunder at least fourteen (14) days past the applicable due date, provided that Company has first given Customer written notice of such non-payment.

3.4 Taxes

All amounts payable hereunder are exclusive of any sales, use and other taxes or duties, however designated (collectively “Taxes”). Customer will be solely responsible for payment of all Taxes, except for those taxes based on the income of Company. Customer will not withhold any taxes from any amounts due to Company.

4. Proprietary Rights and Confidentiality

4.1 Proprietary Rights

(a) Company IP. As between the Parties, Company retains all right, title, and interest in and to the Product, the Documentation, all Pre-Existing Materials, and all improvements, modifications, and derivative works thereof, including all intellectual property rights therein.

(b) Customer IP. As between the Parties, Customer retains all right, title, and interest in and to Customer Data and any materials provided by Customer to Company for use in connection with the Professional Services, including all intellectual property rights therein.

(c) Deliverables License. Subject to Customer's payment of all applicable fees, Company hereby grants Customer a non-exclusive, perpetual, irrevocable, worldwide, fully paid-up license to use, reproduce, and modify the Deliverables for Customer's internal business purposes. Company retains all right, title, and interest in and to the Deliverables, including all intellectual property rights therein.(d) Third-Party Materials. Any Third-Party Materials incorporated into Deliverables will be identified in the applicable Order Form or Deliverable documentation and will be subject to the applicable third-party license terms.

4.2 Feedback

Customer may from time to time provide Company suggestions or comments for enhancements or improvements, new features or functionality or other feedback (“Feedback”) with respect to the Product. Company will have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features or functionality. Company will have the full, unencumbered right, without any obligation to compensate or reimburse Customer, to use, incorporate and otherwise fully exercise and exploit any such Feedback in connection with its products and services.

4.3 Confidentiality

Each party agrees that it will use the Confidential Information of the other party solely in accordance with the provisions of this Agreement and it will not disclose, or permit to be disclosed, the same directly or indirectly, to any third party without the other party's prior written consent, except as otherwise permitted hereunder. However, either party may disclose Confidential Information (a) to its employees, officers, directors, attorneys, auditors, financial advisors and other representatives who have a need to know and are legally bound to keep such information confidential by confidentiality obligations consistent with those of this Agreement; and (b) as required by law (in which case the receiving party will provide the disclosing party with prior written notification thereof, will provide the disclosing party with the opportunity to contest such disclosure, and will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law). Neither party will disclose the terms of this Agreement to any third party, except that either party may confidentially disclose such terms to actual or potential lenders, investors or acquirers. Each party agrees to exercise due care in protecting the Confidential Information from unauthorized use and disclosure. In the event of actual or threatened breach of the provisions of this Section or the License Restrictions, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it.

4.4 Usage Data

Customer agrees that Company has the right to aggregate, collect and analyze data and other information relating to the performance of the Product and shall be free (during and after the term hereof) to (i) use such data and other information to improve Company's products and services, and (ii) disclose such data and other information solely in an aggregated and anonymized format that does not identify Customer or any individual.

4.5 AI Features

Customer may submit Customer Data (including prompts or queries) (“Inputs”) to the machine learning or artificial intelligence features of the Product (the “AI Features”) and receive outputs from them (“Outputs”). Company may use Inputs and Outputs to train or improve the AI Features solely if such data has been (a) de-identified so that it does not identify Customer, its users, or any other person and (b) aggregated with data across other customers, and Customer provides such data on an “AS IS” basis. Due to the nature of artificial intelligence and machine learning, Outputs may be incorrect or inaccurate, are not human, and are not a substitute for human oversight.

4.6 Data Export and Deletion

Upon termination or expiration of this Agreement, Company will make Customer Data available to Customer for export in a standard machine-readable format for a period of sixty (60) days. Following such sixty (60) day period, Company will delete all Customer Data in its possession or control in accordance with its standard data deletion practices, and upon Customer's written request, certify such deletion in writing; provided, however, that Company may retain copies of Customer Data to the extent required by applicable law or contained in routine backup archives maintained in the ordinary course of business, subject to the confidentiality and security obligations of this Agreement.

5. Warranties and Disclaimers

5.1 Company

(a) Product Warranty. Company warrants that it will, consistent with prevailing industry standards, perform the Product in a professional and workmanlike manner and the Product will conform in all material respects with the Documentation. For material breach of the foregoing express warranty, Customer's exclusive remedy shall be the re-performance of the deficient Product or, if Company cannot re-perform such deficient Product as warranted, Customer shall be entitled to terminate the applicable Order Form in accordance with Section 8.2(a) and recover a pro-rata portion of the fees paid to Company for such deficient Product.

(b) Services Warranty. Company warrants that (i) the Professional Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards, and (ii) the Deliverables will materially conform to the specifications set forth in the applicable Order Form for a period of 30 days following acceptance (the “Services Warranty Period”). If Customer notifies Company of a breach of this warranty during the Services Warranty Period, Company will, at its own expense, re-perform the applicable Professional Services or correct the non-conforming Deliverable. This is Customer's sole and exclusive remedy for breach of this Section 5.1(b).

5.2 Customer

Customer warrants that it has all rights necessary to provide any information, data or other materials that it provides hereunder, and to permit Company to use the same as contemplated hereunder.

5.3 DISCLAIMERS

EXCEPT AS EXPRESSLY SET FORTH HEREIN, EACH PARTY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. THE PRODUCT IS PROVIDED ON AN “AS IS” BASIS AND COMPANY DOES NOT WARRANT THAT THE PRODUCT WILL BE UNINTERRUPTED OR ERROR FREE. COMPANY DOES NOT REPRESENT OR WARRANT THAT ANY PARTICULAR RESULTS WILL BE OBTAINED FROM USE OF THE PRODUCT OR PROFESSIONAL SERVICES.

5.4 BETA PRODUCTS

FROM TIME TO TIME, CUSTOMER MAY HAVE THE OPTION TO PARTICIPATE IN A PROGRAM WITH COMPANY WHERE CUSTOMER GETS TO USE ALPHA OR BETA PRODUCTS, FEATURES OR DOCUMENTATION (COLLECTIVELY, “BETA PRODUCTS”) OFFERED BY COMPANY. THE BETA PRODUCTS ARE NOT GENERALLY AVAILABLE AND ARE PROVIDED “AS IS”. COMPANY DOES NOT PROVIDE ANY INDEMNITIES, SERVICE LEVEL COMMITMENTS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, IN RELATION THERETO. CUSTOMER OR COMPANY MAY TERMINATE CUSTOMER'S ACCESS TO THE BETA PRODUCTS AT ANY TIME.

6. Indemnification

6.1 Indemnity by Company

Company will defend Customer against any claim, demand, suit, or proceeding (“Claim”) made or brought against Customer by a third party alleging that the use of the Product or Deliverables as permitted hereunder infringes or misappropriates any patent, copyright, trade secret or other intellectual property right and will indemnify Customer for any damages finally awarded against (or any settlement approved by Company) Customer in connection with any such Claim; provided that (a) Customer will promptly notify Company of such Claim, (b) Company will have the sole and exclusive authority to defend and/or settle any such Claim (provided that Company may not settle any Claim without Customer's prior written consent, which will not be unreasonably withheld, unless it unconditionally releases Customer of all related liability) and (c) Customer reasonably cooperates with Company in connection therewith. If the use of the Product or Deliverables by Customer has become, or in Company's opinion is likely to become, the subject of any claim of infringement, Company may at its option and expense (i) procure for Customer the right to continue using and receiving the Product or Deliverables; (ii) replace or modify the Product or Deliverables to make them non-infringing (with comparable functionality); or (iii) if the options in clauses (i) or (ii) are not reasonably practicable, terminate this Agreement and provide a pro rata refund of any prepaid fees corresponding to the terminated portion of the applicable subscription term. Company will have no liability or obligation with respect to any Claim if such Claim is caused in whole or in part by (A) compliance with designs, guidelines, plans or specifications provided by Customer; (B) use of the Product or Deliverables not in accordance with this Agreement; (C) modification of the Product or Deliverables by any party other than Company without Company's express consent; (D) Customer Confidential Information; (E) the combination of the Product or Deliverables with other products where the Product or Deliverables would not by itself be infringing; (F) materials provided by Customer and incorporated into Deliverables at Customer's direction; or (G) Third-Party Materials procured by or at the direction of Customer (clauses (A) through (G), “Excluded Claims”). This Section states Company's sole and exclusive liability and obligation, and Customer's exclusive remedy, for any claim of any nature related to infringement or misappropriation of intellectual property.

6.2 Indemnification by Customer

Customer will defend Company against any Claim made or brought against Company by a third party arising out of the Excluded Claims, and Customer will indemnify Company for any damages finally awarded against (or any settlement approved by Customer) Company in connection with any such Claim; provided that (a) Company will promptly notify Customer of such Claim, (b) Customer will have the sole and exclusive authority to defend and/or settle any such Claim (provided that Customer may not settle any Claim without Company's prior written consent, which will not be unreasonably withheld, unless it unconditionally releases Company of all liability) and (c) Company reasonably cooperates with Customer in connection therewith.

7. Limitation of Liability

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A BREACH OF CONFIDENTIALITY OR THE LICENSE RESTRICTIONS, UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL EITHER PARTY BE LIABLE TO THE OTHER UNDER THIS AGREEMENT FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST CONTENT OR DATA, EVEN IF A REPRESENTATIVE OF SUCH PARTY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, OR (B) EXCLUDING CUSTOMER'S PAYMENT OBLIGATIONS, ANY DIRECT DAMAGES, COSTS, OR LIABILITIES IN EXCESS OF THE TOTAL AMOUNTS PAID BY CUSTOMER UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS PRECEDING THE INCIDENT OR CLAIM.

8. Termination

8.1 Term

The term of this Agreement will commence on the Effective Date of the initial Order Form and continue until terminated as set forth below. Except as set forth in such Order Form, the term of such Order Form will automatically renew for successive renewal terms equal to the length of the initial term of such Order Form, unless either party provides the other party with written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

8.2 Termination

Each party may terminate this Agreement upon written notice to the other party if there are no Order Forms then in effect. Each party may also terminate this Agreement or the applicable Order Form upon written notice in the event (a) the other party commits any material breach of this Agreement or the applicable Order Form and fails to remedy such breach within thirty (30) days after written notice of such breach or (b) subject to applicable law, upon the other party's liquidation, commencement of dissolution proceedings or assignment of substantially all its assets for the benefit of creditors, or if the other party becomes the subject of bankruptcy or similar proceeding that is not dismissed within sixty (60) days.

Upon termination or expiration of this Agreement or any Order Form, Company will (i) promptly deliver to Customer all completed and in-progress Deliverables (in their then-current state), (ii) return or destroy all Customer-provided materials, and (iii) cooperate with Customer in the orderly transition of any in-progress Professional Services. Termination will not affect Customer's rights in any Deliverables that have been accepted and fully paid for prior to the effective date of termination.

8.3 Survival

Upon termination of this Agreement all rights and obligations will immediately terminate except that any terms or conditions that by their nature should survive such termination will survive, including Sections 1, 3 (with respect to amounts accrued prior to termination), 4.1 (with respect to ownership of and licenses in accepted Deliverables), 5.2, 6, 7, 8.2, 8.3, and 9.

9. General

9.1 Insurance

Company will maintain the following insurance at its own cost during the term:

(a) Cyber Liability / Technology Errors and Omissions. Covering data breaches, network security failures, and technology professional services, with limits of not less than $1,000,000 per occurrence and $1,000,000 aggregate, including coverage for regulatory defense, notification costs, and credit monitoring expenses.

(b) Technology Professional Liability. Covering acts, errors, and omissions arising from the Product and the performance of Professional Services, with limits of not less than $1,000,000 per claim and $1,000,000 aggregate.

9.2 Independent Contractor

Company is an independent contractor, and nothing in this Agreement creates an employment, agency, joint venture, or partnership relationship between the Parties. Company's personnel performing Professional Services are not employees of Customer, and Company is solely responsible for all compensation, benefits, taxes, and insurance for its personnel.

9.3 Export Compliance

Each party will comply with the export laws and regulations of the United States, European Union and other applicable jurisdictions in providing and using the Product.

9.4 Publicity

Neither party will use the other party's name, logo, or trademarks in any marketing materials, press releases, case studies, or other public communications without the prior written consent of the other party.

9.5 Assignment; Delegation

Neither party hereto may assign or otherwise transfer this Agreement, in whole or in part, without the other party's prior written consent, except that either party may assign this Agreement without consent to a successor to all or substantially all of its assets or business related to this Agreement. Any attempted assignment, delegation, or transfer by either party in violation hereof will be null and void. Subject to the foregoing, this Agreement will be binding on the parties and their successors and assigns.

9.6 Amendment; Waiver

No amendment or waiver is effective unless in writing and signed by both parties. Any waiver applies only to the specific provision and circumstances stated. Failure or delay in enforcement is not a waiver.

9.7 Relationship

Nothing contained herein will in any way constitute any association, partnership, agency, employment or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship. Neither party will have the authority to obligate or bind the other in any manner, and nothing herein contained will give rise or is intended to give rise to any rights of any kind to any third parties.

9.8 Unenforceability

If any provision is held unenforceable by a court of competent jurisdiction, it will be enforced as closely as possible to the parties' intent, and the remainder of this Agreement will remain in full force and effect.

9.9 Governing Law

This Agreement will be governed by the laws of the State of California, exclusive of its rules governing choice of law and conflict of laws. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.

9.10 Notices

Notices must be in writing and delivered personally, by certified mail (return receipt requested), or by overnight delivery to the address in the signature block or another address designated under this Section.

9.11 Entire Agreement

This Agreement comprises the entire agreement between Customer and Company with respect to the Product, Professional Services, and Deliverables, and supersedes all prior and contemporaneous proposals, statements, sales materials or presentations and agreements (oral and written). No oral or written information or advice given by Company, its agents or employees will create a warranty or in any way increase the scope of the warranties in this Agreement.

9.12 Force Majeure

Neither party is in breach for any delay or failure caused by events beyond its reasonable control (“Force Majeure Event”), including natural disasters, pandemics, labor disputes, civil unrest, terrorism, war, cyber attacks, supply or transportation failures, or changes in law.

9.13 Government Terms

The Product is provided for federal government end use solely under this Agreement. If Customer is a government entity, all use, disclosure, and transfer of the Product and documentation is restricted to this Agreement's terms; no other rights are conferred. The Product was developed at private expense.

9.14 Anti-Bribery

Neither party will violate any applicable anti-corruption or anti-bribery laws in connection with this Agreement, including the U.S. FCPA and the UK Bribery Act 2010.

9.15 Interpretation

For purposes hereof, “including” means “including without limitation”.

Exhibit A

Service Level Agreement

Availability Commitment

The Product will be Available 99.9% of the time, measured on a calendar monthly basis (the “Availability Commitment”). “Availability” means that the Product is available to Customer's employees or other personnel. Availability measures will not include downtime resulting from:

• Upgrades: Customer will receive prior notice by email of Company's upgrade windows, which will be scheduled between 5pm and midnight Pacific Time to the extent feasible. Downtime due to upgrades will not exceed 2 hours per month.
• Pre-scheduled maintenance periods: Customer will receive at least 24 hours prior notification by email. Maintenance shall be scheduled between 5pm and midnight Pacific Time. Downtime due to pre-scheduled maintenance will not exceed 2 hours per month.
• Emergency maintenance periods: Customer will receive prior notification by email on a commercially reasonable efforts basis.

The Availability Commitment does not apply to downtime resulting from:

• Account suspension or termination due to Customer's breach of the Agreement;
• Disengagement of functionality of the Product due to Customer's request;
• Force Majeure Events; or
• Customer's or its third-party service provider's equipment, software or other technology.

Company will provide Customer with reports on Availability upon request.

Credit

If Company fails to achieve the above Availability, Customer may claim a credit based on a monthly pro-rated amount of the annual subscription fee, as provided below.

Customer will not be entitled to a credit if it is in breach of its Agreement with Company, including payment obligations. To receive a credit, Customer must file a claim within five (5) days following the end of the applicable month by contacting Company at support@kita.ai with a complete description of the downtime.

The credit remedy set forth in this Service Level Agreement is Customer's sole and exclusive remedy for the unavailability of the Product.

Customer Support

Company live technical support business hours will start at 9:00 am Pacific Time and run until 5:00 pm Pacific Time on weekdays. Technical support can be contacted via email at support@kita.ai or via shared channels in the customer communication platform.

Communication Channels

Live technical support will not be available on Christmas Day (December 25) and New Year's Day (January 1). Company holidays include:

• Presidents Day (third Monday of February)
• Memorial Day (last Monday of May)
• Independence Day (July 4)
• Labor Day (first Monday of September)
• Thanksgiving Day (fourth Thursday in November)
• Christmas Eve (December 24)
• New Year's Eve (December 31)