MentoMind White Label and License Agreement

This agreement between Innotrail, Incorporated, a Delaware corporation with offices at 601 Joans Way, Warrington, PA 18976 (hereinafter “Company”) and the party using the MentoMind website to acquire a White Label license (hereinafter “Client”) (the “Agreement”), dated effective as of electronic acceptance (the “Effective Date”).

WHEREAS Company operates a website application entitled “MentoMind,” which today offers test preparation courses intended for use by high school students and those seeking to enter college;

WHEREAS Client is a company offering educational advice and test preparation services to its customers by means of personal tutoring, web and other vehicles;

WHEREAS Client desires to offer Company’s website application to its own customers using its own branding and marketing resources; and

WHEREAS Company is seeking to increase its membership base, through its own brand and third-party brands (such as Client’s);

NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties covenant and agree as follows:

1. License
   
   1. Grant of License – the Custom Site. Company hereby grants to Client a worldwide, non-exclusive, non-transferrable license for the Term to offer to its customers a customized version of Company’s MentoMind online learning application, hereinafter referred to as the “Custom Site”. The Custom Site will be offered through Client’s own web presence, using the Client’s domain name and its own presentation and branding elements, including without limitation the name that the Client will use for the application, and the logos, trademarks and other graphic design elements of Client’s choosing, within the constraints of the design of the MentoMind system. The Custom Site will use the same underlying programmatic structure, look and feel, functionality, and client and server code as the MentoMind site and will run on Company’s server infrastructure, including without limitation Company’s databases, application servers, and analytics, authentication, and billing systems. Company and Client will collaborate to define the specifics of the design customization to meet Client’s preferences and objectives within the capabilities of the MentoMind web application environment. The license granted in this Agreement does not imply any transfer or extension of Company’s intellectual property rights beyond the scope expressly set forth herein; however, Client retains full ownership of its branding and customizations specific to its brand as integrated within the Custom Site.  Client may permit its employees, contractors, tutors, advisors, affiliates, customers, students, parents, and other authorized users to access and use the Custom Site in accordance with this Agreement. Company shall not materially reduce or remove the core functionality of the Custom Site during the Term without providing Client at least thirty (30) days’ prior written notice and a reasonable opportunity to discuss the proposed change. This restriction shall not apply to routine updates, improvements, technology upgrades, or changes reasonably necessary to address security vulnerabilities, comply with applicable law, or maintain the overall quality and performance of the platform.
2. Company Responsibilities.
   
   1. Operations. Company shall be responsible for all aspects of user-facing technology and support infrastructure associated with the Custom Site, including, without limitation, hosting, operations, ongoing maintenance, proactive monitoring, software updates, debugging, security enhancements, and any required technical improvements. Company shall operate the Custom Site at service levels at least to those applicable to the MentoMind site, with the same availability, response times, and capacities. Company shall also be responsible for providing prompt resolution for any service outages or downtimes, with notification to Client of any significant disruption.
   2. Customer Service. Company shall provide comprehensive, high-quality customer service to Client’s customers for all technical matters related to the Custom Site. Company’s customer service communications shall be handled at the level of service provided for its MentoMind website.
   3. Data Management. Company shall ensure the security and integrity of all data generated or collected through the Custom Site. This includes data backups, encryption of sensitive information and data recovery protocols. Company shall comply with all federal, state, local, and foreign privacy, cybersecurity, consumer-protection, children’s-privacy, educational-record, student-data, artificial-intelligence, and breach-notification laws and regulations applicable to Company, the Custom Site, or Company’s processing of Customer Information (“Applicable Privacy Laws”), including, to the extent applicable, the Children’s Online Privacy Protection Act and implementing regulations (“COPPA”), the Family Educational Rights and Privacy Act and implementing regulations (“FERPA”), the California Consumer Privacy Act, and similar state student-data-privacy laws, in each case as amended from time to time.
3. Client Responsibilities.
   
   1. Marketing and Sales. Client shall be solely responsible for marketing the Custom Site to its existing and new customer base and will make commercially reasonable efforts to promote, market, and sell memberships to the Custom Site. Client agrees to conduct all marketing and promotional activities professionally and in line with best practices to ensure compliance with applicable laws and to uphold a positive reputation for both Client and Company.
   2. Client Content. Client shall have creative control and is solely responsible for providing all art, copy, images, video, animation, questions and answers, practice questions, wording, color palette, HTML, and other elements that comprise the customization for the Custom Site (collectively, “Client Content”). Client retains all rights to the Client Content, which shall remain Client’s exclusive property.   For purposes of this Agreement, Client Content includes, without limitation, Client’s educational materials, questions, answers, instructional content, methodologies, workflows, taxonomies, prompts, business rules, specifications, branding, designs, and other materials supplied by Client, excluding Company’s pre-existing software and technology and any general-purpose improvements, features, tools, or know-how independently developed by Company (even if inspired by Client’s use of the platform). Company shall not use Client Content or Client-specific customizations for the benefit of another customer, incorporate such Client Content into another customer-facing product, or disclose such Client Content to any third party except as necessary to perform this Agreement, without Client’s prior written consent.
   3. Customer Service Escalation. While Company will primarily handle customer support for the Custom Site, certain customer issues may be escalated to Client if they require Client-specific information to resolve. Client agrees to maintain a point of contact and make reasonable efforts to assist in responding to escalated issues, ensuring timely and effective resolutions for its customers.
   4. Billing and Remittance. Client shall manage its customer billing, account management, and related matters for the Custom Site. Company will be responsible for ensuring that necessary licenses are allocated promptly, allowing Client’s customers to access the Custom Site without delay.
   5. Products. A “Product” is a subject matter-specific or exam-specific course of instruction offered at the MentoMind site or Custom Site. An online college preparation course presented on the MentoMind site is an example of a Product. Company may from time to time develop new Products, in its sole and absolute discretion, and will advise Client in advance of the Product’s general commercial availability. Should Client desire to offer such Products as part of the Custom Site, Client and Company shall negotiate in good faith to either include such new Product subject to the same terms of this Agreement, or to new terms appropriate to the new Product. However, neither party will be bound by virtue of this covenant to enter into any agreement whatsoever for the provision of new Products.
   6. Customization scope. The customization includes adding Client logo, URL based on Client domain, custom icon for the AI chatbot, custom name of the AI chatbot etc. Prior to launch, Company shall provide Client reasonable access to a staging or test environment to review the Custom Site. Client shall have up to ten (10) business days after Company notifies Client that implementation is complete to identify material deficiencies or nonconformities. Setup and launch shall not be deemed complete for purposes of Section 3(f) until Company has corrected any material deficiencies timely identified by Client.
4. Fees.
   
   1. Setup Fee. Client shall, contemporaneous with the execution of this Agreement, pay Company a total one-time setup fee.
   2. License fee Payment. Client will from time to time through the term of this Agreement pay Company a non-refundable license fee in advance to the issue of licenses for Client’s customers to access the Custom Site. License fees and sale terms are as stated on the MentoMind website and are incorporated into this Agreement.
   3. Activation. A license shall not be deemed activated until it is assigned to an identified end user and such end user first accesses the Custom Site. Unactivated licenses purchased by Client shall not expire during the Term and may be reassigned by Client prior to activation. Company shall not impose any additional fee beyond the license fees set forth in Section 4(b) unless expressly stated in this Agreement or separately agreed by Client in writing; provided, however, that if Company’s material third-party costs (such as cloud-infrastructure or artificial-intelligence provider fees) increase by more than fifteen percent (15%) during the Term, Company may, upon sixty (60) days’ prior written notice with reasonable documentation of the cost increase, adjust license fees proportionally for licenses purchased thereafter.
   4. Price Protection. Any price increase shall apply only prospectively to licenses purchased after commencement of the applicable renewal Term and shall not affect any previously purchased or activated license. No pricing may be increased during the applicable Term. Company shall provide Client with at least thirty (30) days’ written notice prior to the start of any renewal Term of any proposed price changes for that renewal Term.
5. Term and Termination. The term of this Agreement shall be one (1) year from the Effective Date.  The Agreement shall renew automatically for an additional one (1) year unless either party provides written notice to the other of its intent not to renew at least sixty (60) days prior to the end of the then-current Term.  Such initial one-year term and any renewal term shall be the “Term” of the Agreement.  Notwithstanding any other provision of this Agreement, either party may terminate this Agreement immediately upon written notice to the other party if any of the following events occur (“Termination for Cause”):
   
   1. the other party materially breaches any of its representations, warranties, or obligations under this Agreement, and such breach is not cured within thirty (30) days after receipt of written notice from the non-breaching party specifying the breach in detail;
   2. The other party ceases operation without a successor;
   3. The other party becomes insolvent or seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days);
   4. The other party makes an assignment for the benefit of creditors; or
   5. Any other event occurs, such as the loss of a material license, permit, or regulatory approval, that materially and adversely affects the other party’s ability to perform its material obligations under this Agreement, and such condition is not remedied within thirty (30) days after written notice.
   6. In no event shall any termination relieve Client of the obligation to pay any fees payable to Company for the period prior to the effective date of termination.
   7. License Continuity. Upon any termination or expiration of this Agreement, Company shall continue to host, operate, and support all licenses activated prior to the effective date of termination through the end of each such license’s paid access period (but in no event for more than twelve (12) months following the effective date of termination), without additional charge to Client or the applicable end user. Company shall not disable, materially degrade, rebrand, redirect, or otherwise impair such continued access because of expiration or termination of this Agreement. Company shall not suspend, disable, restrict, or materially impair the Custom Site or any active end-user license because of a payment or other contractual dispute unless Client has failed to pay an amount when due (other than an amount subject to a good-faith dispute for which Client has provided written notice specifying the basis of the dispute) and such failure continues for at least thirty (30) days following written notice specifying the amount due. Company may temporarily suspend affected services to the minimum extent reasonably necessary to address an imminent and material security threat.
   8. Transition.  Upon expiration or termination of this Agreement for any reason, Company shall reasonably cooperate with Client for up to ninety (90) days to facilitate an orderly transition of Customer Information and Client Content to Client or Client’s designated replacement provider. Company shall provide Client, without additional charge, at least one complete export of Customer Information and Client Content in a reasonably usable, industry-standard electronic format. Any extraordinary engineering assistance requested by Client beyond ordinary data export shall be performed only with Client’s prior written approval of the applicable fees.
6. Client Communications.  Upon reasonable prior written notice, Company may request representative samples of Client’s customer-facing communications to confirm they are consistent with the express requirements of this Agreement and applicable law, and Client shall reasonably cooperate. Client shall not be required to provide routine or ongoing reporting.
7. Customer Information. All customer data and information (“Customer Information”) collected through the Custom Site shall be the exclusive property of Client. Company acts solely as a service provider and may use Customer Information only as necessary to operate and support the Custom Site and to comply with applicable law, and for no other purpose. Company shall have no independent right, title, or interest in Customer Information and shall not use Customer Information for advertising, profiling, data brokerage, audience creation, competitive analysis, solicitation, or any other independent commercial purpose. Notwithstanding the foregoing, Company may use aggregated, de-identified data that cannot reasonably be used to identify any individual end user for the purpose of improving the MentoMind platform, generating internal analytics, and performing benchmarking, provided that such use complies with Applicable Privacy Laws and Company does not attempt to re-identify any such data.
8. End-User Terms. The end-user terms of service and privacy policy presented to Client’s customers through the Custom Site shall be maintained by Company and shall include a limitation of liability and a disclaimer that no specific test score or outcome is guaranteed.
9. Taxes. Each party shall be responsible for all taxes imposed upon its own income, property, payroll, personnel, and operations. Client shall be responsible for collecting and remitting sales or use taxes only to the extent applicable law requires Client, in its capacity as seller of record to Client’s customers, to collect and remit such taxes. Company shall be responsible for all taxes imposed upon Company or amounts received by Company under this Agreement, except for any sales, use, or similar transaction tax that applicable law expressly requires Company to collect from Client. Company shall timely provide Client with reasonable documentation concerning any tax Company asserts Client is legally required to pay.
10. Intellectual Property.All intellectual property rights in the MentoMind application, including any modifications, enhancements, and derivatives thereof made available through the Custom Site, remain the sole property of Company. Client is granted a limited license to use such intellectual property solely in connection with the Custom Site and in accordance with this Agreement. Client agrees not to claim any right, title, or interest in any Company intellectual property. Client retains all right, title, and interest in and to the Client Content, including without limitation all copyrights, trademarks, logos, and any other intellectual property rights therein, notwithstanding any provision to the contrary in this Agreement. For avoidance of doubt, Client Content includes any Client-provided methodology, educational content, prompts, questions, workflows, taxonomies, specifications, business rules, designs, branding, and materials developed specifically for Client at Client’s direction and expense, excluding Company’s pre-existing technology. This Agreement does not convey any proprietary interest in or to the Client Content or any copies thereof to Company and Company agrees not to claim any right, title, or interest in any Client intellectual property, including but not limited to, the Client Content. Analytics, navigation, programming, metadata and other works of authorship developed by Company and used by Client in connection with its use of the Client Content are not Client’s intellectual property and Company retains all right, title, and interest in and to it.
    Company shall not use Client Content, Client Confidential Information, Customer Information, or Client-specific customizations to replicate Client’s proprietary educational methodology or business processes for another customer. For the avoidance of doubt, nothing in this Section shall restrict Company from independently developing, marketing, or licensing the MentoMind application or similar products to other customers, provided that Company does not use Client Content, Client Confidential Information, or Customer Information in doing so. Nothing in this Agreement grants Company any right to use Client’s name, trademarks, logos, or branding except solely as necessary to provide the Custom Site to Client during the Term.
11. Confidentiality. During the term of this Agreement and for a period of three (3) years thereafter (or, with respect to information that constitutes a trade secret under applicable law, for so long as such information retains trade secret status), each party (the “Receiving Party”) agrees to keep confidential and not disclose to any third party any and all confidential information (the “Confidential Information”) received from the other party (the “Disclosing Party”), except as expressly permitted in writing by the Disclosing Party or as required by law. Confidential Information includes, but is not limited to, Customer Information, technical data, trade secrets, know-how, research, product plans, products, services, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, and other business information disclosed directly or indirectly in writing, orally, or by drawings or observation.
    
    1. The Receiving Party shall use the same degree of care, but no less than a reasonable degree of care, to prevent disclosing to third parties any Confidential Information disclosed to it by the Disclosing Party as it uses to protect its own Confidential Information of a similar nature. The Receiving Party agrees to use the Confidential Information solely for the purpose of fulfilling its obligations under this Agreement and for no other purpose.
    2. Notwithstanding the above, Confidential Information shall not include information which: (a) was known to the Receiving Party prior to receiving any of the Confidential Information from the Disclosing Party; (b) has become publicly known through no wrongful act of the Receiving Party; (c) was received by the Receiving Party from a third party without breach of this Agreement and without restriction as to the use and disclosure of the information; (d) was independently developed by the Receiving Party without use of the Confidential Information; or (e) was ordered to be publicly released by the requirement of a government agency, provided that the Receiving Party has given the Disclosing Party reasonable notice of such order and the opportunity to contest it.
    3. In the event of termination or expiration of this Agreement, the Receiving Party shall, at the choice of the Disclosing Party, return or destroy (and provide certification of destruction for) all materials that contain Confidential Information of the Disclosing Party.
    4. The parties acknowledge that any violation of the provisions of this clause may cause significant and irreparable harm to the Disclosing Party, for which there may be no adequate remedy at law, and accordingly, the Disclosing Party shall be entitled to seek injunctive relief as well as such other and further relief as may be appropriate.
12. Mutual Disclosure and Breach Notification. Each party shall promptly notify the other, without undue delay and in no event later than seventy-two (72) hours after becoming reasonably certain that a reportable incident has occurred, of (a) any actual or reasonably suspected security breach, loss, or unauthorized access to or disclosure of Customer Information, and (b) any regulatory inquiry, complaint, or legal claim relating to the Custom Site or Customer Information of which it becomes aware. The parties shall cooperate in good faith to investigate and remediate any such incident and to make any notifications to affected individuals, parents, or authorities required by applicable law, including COPPA, FERPA, and applicable state student-data-privacy and breach-notification laws. Each party shall bear the costs of notification and remediation to the extent the incident arose from its own systems, acts, or omissions. Without limiting Company’s indemnification obligations, where an incident is primarily caused by Company’s systems, services, personnel, Subprocessors, acts, or omissions, Company shall bear all reasonable and documented costs associated with investigation, forensic services, containment, remediation, legal analysis, legally required notices, regulatory responses, call-center services, identity- or credit-monitoring services where reasonably required, and other reasonable response measures.
13. Company Warranty. Company warrants that the Custom Site will perform substantially in accordance with the specifications for the MentoMind application during the Term. Company further represents, warrants, and covenants that: (a) Company owns or possesses all rights, licenses, permissions, and authority necessary to provide and license the Custom Site as contemplated by this Agreement; (b) Client’s authorized use of the Custom Site will not infringe or misappropriate any third-party intellectual-property or proprietary right; (c) Company shall perform its obligations professionally, diligently, and in accordance with generally accepted industry standards; (d) Company shall comply with all laws applicable to Company and its operation of the Custom Site; (e) Company shall not knowingly introduce malicious code, ransomware, viruses, disabling devices, or other harmful software into the Custom Site; (f) Company shall maintain all licenses and contractual rights necessary for any third-party technology, content, software, or artificial-intelligence service incorporated into the Custom Site; and (g) Company-provided educational content shall be maintained using commercially reasonable procedures designed to keep such content materially accurate and current.
    Except for the express warranties contained in this Agreement, the Custom Site is provided “as is,” and Company disclaims implied warranties to the maximum extent permitted by applicable law. Nothing in this sentence shall limit any express representation, warranty, covenant, indemnification obligation, service-level commitment, security obligation, privacy obligation, or other obligation of Company under this Agreement.
14. Client Warranty. Client represents and warrants that it owns or possesses sufficient rights, licenses, consents, and permissions to provide and use the Client Content as contemplated by this Agreement and that, to the best of Client’s knowledge, does not infringe upon any intellectual property rights, including but not limited to copyrights, patents, trademarks, trade secrets, or any other proprietary rights of any third party. Client affirms that it has obtained all necessary rights, licenses, consents, and permissions required to make the Client Content available under the terms of this Agreement.
15. Authority and Capacity. Both parties represent that they have the full right, power, and authority to enter into this Agreement and to perform all obligations hereunder. This representation includes assurance that the execution and delivery of this Agreement, and the performance of its terms, do not violate any other agreement, instrument or obligation to which a party is bound.
16. Indemnification. Client agrees to indemnify, defend, and hold harmless Company and its officers, directors, and employees from and against third-party claims, damages, liabilities, costs, and reasonable attorneys’ fees to the extent arising from (a) Client’s material breach of this Agreement; (b) Client’s gross negligence or willful misconduct; (c) Client’s violation of applicable law in connection with Client’s independent use of Customer Information outside the Custom Site; or (d) a third-party claim that Client Content, as supplied by Client and used by Company without modification and in accordance with this Agreement, infringes such third party’s intellectual-property rights. Client shall have no indemnification obligation to the extent a claim arises from Company’s acts or omissions, the Custom Site, Company Content, Company technology, or Company’s modification or combination of Client Content.  For purposes of this Section, an indemnified “claim” includes any lawsuit, arbitration, administrative proceeding, governmental inquiry or investigation, written demand, accessibility demand letter, pre-suit notice, or other assertion of liability by a third party.
17. Limitation of Liability. Except for (i) either party’s indemnification obligations under this Agreement; (ii) breaches of confidentiality; (iii) infringement or misappropriation of the other party’s intellectual property; or (iv) fraud or willful misconduct, (a) neither party’s aggregate liability arising out of or related to this Agreement shall exceed the total fees paid or payable under this Agreement in the twelve (12) months preceding the event giving rise to the claim; and (b) neither party shall be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, even if advised of the possibility of such damages. For claims falling within the exceptions in clauses (i) through (iv), neither party’s aggregate liability shall exceed two (2) times the total fees paid or payable under this Agreement in the twelve (12) months preceding the event giving rise to the claim.
18. No Guarantee of Outcomes. The parties acknowledge that no specific test score, score improvement, or admissions outcome is or can be guaranteed. Neither party shall represent, warrant, or advertise a guaranteed score or outcome to any customer or prospective customer.
19. Assignment. Neither party may assign, transfer, delegate, or subcontract any of its rights or obligations under this Agreement without the prior written consent of the other party. Any purported assignment, transfer, delegation, or subcontract in violation of this Section shall be null and void. No assignment, transfer, delegation, or subcontract shall relieve the assigning party of any of its obligations hereunder. Notwithstanding the foregoing, either party may assign this Agreement in its entirety, without the other party’s consent, to its successor in interest or to any entity that acquires substantially all of its assets, equity, or business, provided that such successor or acquiring entity agrees in writing to be bound by all terms and conditions of this Agreement.
20. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in Delaware and the parties hereby consent to personal jurisdiction and venue therein.
21. Mediation. Before initiating any legal action, the parties agree to attempt to resolve any dispute arising out of or relating to this Agreement through mediation, conducted by a mutually agreed upon mediator . Each party shall bear its own costs in the mediation. Nothing in this Section shall prohibit either party from seeking temporary, preliminary, or emergency injunctive relief where reasonably necessary to protect Confidential Information, intellectual property, Customer Information, data security, or other rights for which immediate equitable relief may be appropriate.
22. Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions of this Agreement will remain in full force and effect, and the invalid, illegal, or unenforceable provision shall be modified so as to best accomplish the objectives of such provision within the limits of applicable law.
23. Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is to be enforced. The waiver by either party of any breach of this Agreement does not waive any other breach.
24. Service Level Agreement.
    
    1. Scope. This Service Level Agreement (“SLA”) applies to the availability and support of the courses and Products made available through the Custom Site under an active subscription. This SLA excludes any other services and any third-party integrations.
    2. Definitions. For purposes of this SLA: (i) “Available” or “Availability” means that the core functionality of the Custom Site is accessible and materially operational, measured monthly as: (Total Minutes in the month − Excluded Minutes − Downtime Minutes) ÷ (Total Minutes in the month − Excluded Minutes) × 100; (ii) “Downtime” means minutes during which the core functionality of the Custom Site is not Available, and expressly excludes latency or slowness, cosmetic or non-material errors, and issues affecting only an individual user; (iii) “Excluded Minutes” means all minutes attributable to any event or condition excluded from the Availability calculation under this SLA, including scheduled maintenance, emergency maintenance, and the Uptime Exclusions; (iv) “Business Hours” means 9:00 AM to 5:00 PM Eastern Time, Monday through Friday, excluding U.S. federal holidays; and (v) “Force Majeure” means any event or circumstance beyond a party’s reasonable control, including acts of God, natural disasters, fire, flood, epidemic or pandemic, war, terrorism, civil unrest, labor disputes, governmental action, utility or telecommunications failures, denial-of-service or other malicious attacks, and failures or outages of third-party networks, hosting, cloud-infrastructure, or artificial-intelligence services.
    3. Uptime Commitment. Company shall make the Custom Site Available at least ninety-nine and one-half percent (99.5%) of the time, measured on a monthly basis in accordance with the definition of Availability above (the “Uptime Commitment”). If Availability falls below the Uptime Commitment in any calendar month, Client’s sole and exclusive remedy shall be the service credits set forth below. A failure to meet the Uptime Commitment shall not be deemed a material breach of this Agreement unless such failure is substantial and occurs for more than two (2) consecutive months. In addition, non-compliance with the SLA standards can be considered a material breach of this Agreement only if the severity or duration of the non-compliance substantially diminishes the Custom Site’s value.
    4. Service Credits. If Availability in a calendar month falls below the Uptime Commitment, Client shall be entitled to a service credit calculated as a percentage of the Monthly Service Fee for the affected month, as follows: (i) Availability of 99.0% to less than 99.5% — a credit of five percent (5%); (ii) Availability of 97.0% to less than 99.0% — a credit of ten percent (10%); and (iii) Availability below 97.0% — a credit of fifteen percent (15%). “Monthly Service Fee” means the total license fees paid by Client during the trailing twelve (12) months divided by twelve (12). Total service credits for any calendar month shall not exceed fifteen percent (15%) of the Monthly Service Fee. To receive a service credit, Client must submit a written request, with reasonable supporting detail, within thirty (30) days after the end of the month in which the shortfall occurred; failure to timely request a credit waives the credit for that month. Service credits will be applied against future license fees, are non-refundable, and carry no cash value. Except for Client’s termination rights for a material breach as provided in the Uptime Commitment above, the service credits set forth in this Section are Client’s sole and exclusive remedy, and Company’s sole liability, for any failure to meet the Uptime Commitment.
    5. Scheduled Maintenance. Scheduled maintenance will occur on Tuesdays between 9:00 AM and 1:00 PM EST, and Company shall provide at least forty-eight (48) hours’ prior notice of such scheduled maintenance. Company shall use reasonable efforts to limit scheduled maintenance to no more than eight (8) hours per calendar month. Scheduled maintenance is excluded from, and shall not count against, the Availability calculation and the Uptime Commitment.
    6. Uptime Exclusions. The uptime commitment in Section 24(c) shall not apply to, and availability calculations shall exclude, downtime or unavailability resulting from: (i) any Force Majeure event; (ii) issues with the customer’s or end user’s network or equipment; and (iii) emergency maintenance.
    7. Support Channels. Company shall provide support via email, phone, or web portal.
    8. Initial Response Targets. Company shall use commercially reasonable efforts to meet the following initial response targets, based on the severity of the issue: (i) Critical (P1) – less than four (4) hours, on a 24/7 basis (e.g., the system is completely down); (ii) High (P2) – less than eight (8) hours, during business hours (e.g., some parts of the system are not working); and (iii) Medium (P3) – less than twenty-four (24) hours, during business hours (e.g., a major inconvenience, but the system works). Resolution times will vary depending on the nature of the issue, and Company shall provide updates as progress is made.
    9. Support Exclusions. This SLA does not apply to, and Company shall have no obligation with respect to: (i) issues caused by customer or end-user misuse, acts, or omissions, or by third-party software, systems, or integrations; (ii) beta or “preview” features; (iii) scheduled and emergency maintenance downtime; (iv) failures of, or outages originating from, third-party networks, hosting, cloud-infrastructure, or artificial-intelligence services, or the customer’s or end user’s network, equipment, or connectivity; (v) any Force Majeure event; and (vi) any suspension or restriction of the Custom Site permitted under this Agreement.
25. Integration. This Agreement, including any attachments and exhibits hereto, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and communications, whether written or oral. Any mutually executed statement of work, service-level agreement, implementation specification, data-processing addendum, security addendum, or other exhibit expressly incorporated by reference shall form part of this Agreement. In the event of a conflict, the provision affording greater protection to Customer Information or Client shall control with respect to privacy, security, and data-use matters.
    
    1.  
    2.  
    3.  
    4.  
    5.  
    6.