SOFTWARE AS A SERVICE AGREEMENT – September 27, 2022

PLEASE READ THIS AGREEMENT BEFORE USING CHARTOMAT SERVICES.

BY ACCESSING OR USING CHARTOMAT SOFTWARE OR SERVICES OFFERING, YOU (the “Customer”) SIGNIFY ACCEPTANCE OF AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT ACCESS OR USE THE SERVICES.

This Software as a Service Agreement (“Agreement”) is entered into between Customer and Innovation Atelier SA (“Innovation Atelier”), headquartered in Corseaux, Switzerland. Innovation Atelier and Customer agree that the following terms and conditions will apply to the services provided under this Agreement and Orders placed thereunder.

1. DEFINITIONS
“Administrator User” means each Customer employee designated by Customer to serve as technical
administrator of the SaaS Services on Customer’s behalf.
“Customer Content” means all data and materials provided by Customer to Innovation Atelier for use in connection with the SaaS Services, including, without limitation, customer applications, data files, and graphics.
“Customer Account” means the account that the Customer has created on the Chartomat app upon acceptance of this Agreement as well as the privacy policy available at https://chartomat.io/privacy.

“Documentation” means the user guides, online help, release notes, training materials and other documentation
provided or made available by Innovation Atelier to Customer regarding the use or operation of the SaaS Services.
“Host” means the computer equipment on which the Software is installed, which is owned and operated by
Innovation Atelier or its subcontractors.
“Maintenance Services” means the support and maintenance services provided by Innovation Atelier to Customer pursuant to this SaaS Agreement.
“Other Services” means all technical and non-technical services performed or delivered by Innovation Atelier outside of this SaaS Agreement, including, without limitation, implementation services and other professional services, training and education services but excluding the SaaS Services and the Maintenance Services.

“Schedule" is a written document attached to this SaaS Agreement under Exhibit A for the purpose of purchasing SaaS Services under the terms and conditions of this SaaS Agreement.
“Software” means the object code version of any software to which Customer is provided access as part of the
Service, including any updates or new versions.
“SaaS Services” refer to the specific Chartomat internet-accessible service identified in a Schedule that provides use of Chartomat analytics Software that is hosted by Innovation Atelier or its services provider and made available to Customer over a network on a term-use basis.
“Subscription Term” shall mean that period specified in a Schedule during which Customer will have on-line
access and use of the Software through Chartomat SaaS Services.

“Personally Identifiable Information” or “PII” refers to private information regarding individuals in the sense of the European General Data Protection Regulation (https://gdpr.eu).

“Open-source software” refers to software components under open-source licenses. 

2. SAAS SERVICES
2.1 During the Subscription Term, Customer will receive a nonexclusive, non-assignable, royalty free, worldwide right to access and use the SaaS Services solely for its intended use, subject to the terms of this Agreement.

2.2 Customer acknowledges that this Agreement is a services agreement and Innovation Atelier will not be delivering any Software to Customer as part of the SaaS Services.

2.3 Customer acknowledges that the usage of a Customer Account by Innovation Atelier is necessary to the contractual relationship established by accepting this SaaS Agreement and to the delivery of the SaaS Services.

3. RESTRICTIONS
Customer shall not, and shall not permit anyone to: (i) copy or republish the SaaS Services or Software, (ii) make the SaaS Services available to any person other than authorized users, (iii) use or access the SaaS Services to provide service bureau, time-sharing or other computer hosting services to third parties, (iv) modify or
create derivative works based upon the SaaS Services or Documentation, (v) remove, modify or obscure any
copyright, trademark or other proprietary notices contained in the software used to provide the SaaS Services or in the Documentation, (vi) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software used to provide the SaaS Services, or (vii) access the SaaS Services or use the Documentation in order to build a similar product or competitive product. These restrictions do not apply to Open-source software used in Chartomat.

Subject to the limited licenses granted herein, Innovation Atelier shall own all right, title and interest in and to the Software, services, Documentation, and other deliverables provided under this SaaS Agreement, including all modifications, improvements, upgrades, derivative works and feedback related thereto and intellectual property rights therein. Customer agrees to assign all right, title and interest it may have in the foregoing to Innovation Atelier.

Customer data to be used in Chartomat must not contain any Personally Identifiable Information (PII). Any PII data that would be used in Chartomat is the sole responsibility of the Customer. Customer must notify Innovation Atelier immediately upon noticing that some data analysed with Chartomat did mistakenly contain PII. Innovation Atelier can provide support to Customer for fastest disclosure and resolution.

4. CUSTOMER RESPONSIBILITIES
4.1 Assistance. Customer shall provide commercially reasonable information and assistance to Innovation Atelier to enable Innovation Atelier to deliver the SaaS Services. Upon request from Innovation Atelier, Customer shall promptly deliver Customer Content to Innovation Atelier in an electronic file format specified and accessible by Innovation Atelier. Customer acknowledges that Innovation Atelier’s ability to deliver the SaaS Services in the manner provided in this SaaS Agreement may depend upon the accuracy and timeliness of such information and assistance.
4.2 Compliance with Laws. Customer shall comply with all applicable local, state, national and foreign laws in
connection with its use of the SaaS Services, including those laws related to data privacy, international
communications, and the transmission of technical or personal data. Customer acknowledges that Innovation Atelier exercises no control over the content of the information transmitted by Customer users through the SaaS Services. Customer shall not upload, post, reproduce or distribute any information, software or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights.
4.3 Unauthorized Use; False Information. Customer shall: (a) notify Innovation Atelier immediately of any unauthorized use of any data or any other known or suspected breach of security, (b) report to Innovation Atelier immediately and use reasonable efforts to stop any unauthorized use of the SaaS Services that is known or suspected by Customer, and (c) not provide false identity information to gain access to or use the SaaS Services.
4.4 Administrator Access. By default, Customer gets Administrator Access to the SaaS Services. Customer shall be solely responsible for the acts and omissions of its Administrator Access if it was delegated to a particular Administrator User. Innovation Atelier shall not be liable for any loss of data or functionality caused directly or indirectly by the Administrator User.
4.5 Customer Input. Customer is solely responsible for collecting, inputting and updating all Customer Content stored on the Host, and for ensuring that the Customer Content does not (i) include anything that actually or potentially infringes or misappropriates the copyright, trade secret, trademark or other intellectual property right of any third party, (ii) contain any Personally Identifiable Information, or (iii) contain anything that is obscene, defamatory, harassing, offensive or malicious. Customer shall: (i) notify Innovation Atelier immediately of any unauthorized known or suspected breach of security, (ii) report to Innovation Atelier immediately and use reasonable efforts to stop any unauthorized use of the Service that is known or suspected by, and (iii) not provide false identity information to gain access to or use the Service.
4.6 License from Customer. Subject to the terms and conditions of this SaaS Agreement, Customer shall grant to
Innovation Atelier a limited, non-exclusive and non-transferable license, to copy, store, configure, perform, display and transmit Customer Content solely as necessary to provide or improve the SaaS Services to Customer.
4.7 Ownership and Restrictions. Customer retains ownership and intellectual property rights in and to its Customer Content. Innovation Atelier retain all ownership and intellectual property rights to the services, Software programs, and anything developed and delivered under the Agreement. Customer’s right to use Third party or Open-source software components is governed by the terms of the specific Third-party technology license agreement specified by them, and not under this Agreement.
4.8 Suggestions. Innovation Atelier shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the SaaS Services any suggestions, enhancement requests, recommendation or other feedback provided by the Customer, relating to the operation of the SaaS Services.

5. ORDERS AND PAYMENT
5.1 Orders. Customer shall order SaaS Services pursuant to a Schedule. All services acquired by Customer shall be governed exclusively by this SaaS Agreement and the applicable Schedule.
5.2 Invoicing and Payment. In this SaaS Agreement and applicable Schedule, payment to Innovation Atelier is required prior to using Chartomat paid plans. Except if it was expressly provided otherwise, fees are non-refundable. All fees are stated in United States Dollars, and must be paid by Customer to Innovation Atelier in United States Dollars or an equivalent value in any other medium of exchange at the exchange rate applicable at time of payment.
5.3 Expenses. If applicable, Customer will reimburse Innovation Atelier for its reasonable, out-of-pocket travel and related expenses incurred in performing the Other Services. Innovation Atelier shall notify Customer prior to incurring any such expense. Innovation Atelier shall comply with Customer’s travel and expense policy if made available to Innovation Atelier prior to the required travel.
5.4 Taxes. Innovation Atelier shall bill Customer for applicable taxes as a separate line item on each invoice. Customer shall be responsible for payment of all sales and use taxes, value added taxes (VAT), or similar charges relating to Customer’s purchase and use of the services. Customer shall not be liable for taxes based on Chartomat net income, capital or corporate franchise.

6. TERM AND TERMINATION

6.1 Term of SaaS Agreement. The term of this SaaS Agreement shall begin on the Effective Date and shall continue until terminated by either party as outlined in this Section.

6.2 Termination. Either party may terminate this SaaS Agreement immediately upon a material breach by the other party that has not been cured within five (5) days after receipt of notice of such breach.

6.3 Suspension for Non-Payment. Innovation Atelier will suspend delivery of the SaaS Services if Customer fails pay Subscription down-payment or renewal fee due to Innovation Atelier under this SaaS Agreement. Customer agrees that Innovation Atelier shall not be liable to Customer or to any third party for any liabilities, claims or expenses arising from or relating to suspension of the SaaS Services resulting from Customer’s non-payment.
6.4 Suspension for Ongoing Harm. Innovation Atelier reserves the right to suspend delivery of the SaaS Services if Innovation Atelier reasonably concludes that Customer’s use of the SaaS Services is causing immediate and ongoing harm to Innovation Atelier or others. In the extraordinary case that Innovation Atelier must suspend delivery of the SaaS Services, Innovation Atelier shall immediately notify Customer of the suspension. Innovation Atelier shall not be liable to Customer or to any third party for any liabilities, claims or expenses arising from or relating to any suspension of the SaaS Services in accordance with this Section 6.4. Nothing in this Section 6.4 will limit Chartomat rights under Section 6.5 below.
6.5 Effect of Termination.

(a) Upon termination of this SaaS Agreement or expiration of the Subscription Term, Innovation Atelier shall immediately cease providing the SaaS Services and all usage rights granted under this SaaS Agreement shall terminate.

(b) If Innovation Atelier terminates this SaaS Agreement due to a breach by Customer, then neither prior nor subsequent payment(s) from Customer will be reimbursed by Innovation Atelier.
(c) Upon termination of this SaaS Agreement and upon subsequent written request by the disclosing party, the
receiving party of tangible Confidential Information shall immediately return such information or destroy
such information and provide written certification of such destruction, provided that the receiving party may
permit its legal counsel to retain one archival copy of such information in the event of a subsequent dispute
between the parties.

7. SERVICE LEVEL AGREEMENT
The Service Level SaaS Agreement (“SLA”) for the SaaS Services is set forth in Exhibit B hereto. The SLA sets forth Customer’s sole remedies for availability or quality of the SaaS Services including any failure to meet any guarantee set forth in the SLA.

8. WARRANTIES
8.1 Warranty. Innovation Atelier represents and warrants that it will provide the SaaS Services in a professional manner consistent with general industry standards and that the SaaS Services will perform substantially in accordance with the Documentation. For any beach of a warranty, Customer’s exclusive remedy shall be as provided in Section 6, Term and Termination.

8.2 INNOVATION ATELIER WARRANTS THAT THE SAAS SERVICES WILL PERFORM IN ALL MATERIAL RESPECTS IN ACCORDANCE WITH THE DOCUMENTATION. INNOVATION ATELIER DOES NOT GUARANTEE THAT THE SAAS SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT INNOVATION ATELIER WILL CORRECT ANY SAAS SERVICES ERROR. CUSTOMER ACKNOWLEDGES THAT INNOVATION ATELIER DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SAAS SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. THIS SECTION SETS FORTH THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY INNOVATION ATELIER (EXPRESS OR IMPLIED) WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT. NEITHER INNOVATION ATELIER NOR ANY OF ITS LICENSORS OR OTHER SUPPLIERS WARRANT
OR GUARANTEE THAT THE OPERATION OF THE SUBSCRIPTION SERVICE WILL BE UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE, NOR SHALL INNOVATION ATELIER OR ANY OF ITS SERVICE PROVIDERS BE LIABLE FOR UNAUTHORIZED ALTERATION, THEFT OR DESTRUCTION OF CUSTOMER’S OR ANY USER’S DATA, FILES, OR PROGRAMS.

9. LIMITATIONS OF LIABILITY
NEITHER PARTY (NOR ANY LICENSOR OR OTHER SUPPLIER OF INNOVATION ATELIER) SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST BUSINESS, PROFITS, DATA OR USE OF ANY SERVICE, INCURRED BY EITHER PARTY OR ANY THIRD PARTY IN CONNECTION WITH THIS SAAS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE), EVEN IF FORESEEABLE OR THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER PARTY’S AGGREGATE LIABILITY FOR DAMAGES UNDER THIS SAAS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE), SHALL EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THIS SAAS AGREEMENT DURING THE 12 MONTHS PRECEDING THE DATE THE CLAIM AROSE.

The foregoing limitations shall not apply to the parties’ obligations (or any breach thereof) under Sections entitled “Restriction”, “Indemnification”, or “Confidentiality”.

10. INDEMNIFICATION
10.1 Indemnification by Innovation Atelier. Innovation Atelier shall have no liability for third party claim against Customer that the SaaS Services infringes any patent, copyright, trademark or misappropriates personally identifiable information or trade secrets. Innovation Atelier may, at its sole discretion, procure for Customer the right to continue use of the SaaS Services, modify the SaaS Services in a manner that does not materially impair the functionality, or terminate the Subscription Term and repay to Customer any amount paid by Customer with respect to the Subscription Term following the termination date.
10.2 Indemnification by Customer. If a third party makes a claim against Innovation Atelier that the Customer Content infringes any patent, copyright or trademark, or misappropriates any trade secret, Customer shall defend Innovation Atelier and its directors, officers and employees against the claim at Customer’s expense and  customer shall pay all losses, damages and expenses (including reasonable attorneys’ fees) finally awarded against such parties or agreed to in a written settlement agreement signed by Customer, to the extent arising from the claim.

10.3 Conditions for Indemnification. A party seeking indemnification under this section shall (a) promptly notify the other party of the claim, (b) give the other party sole control of the defense and settlement of the claim, and (c) provide, at the other party’s expense for out-of-pocket expenses, the assistance, information and authority reasonably requested by the other party in the defense and settlement of the claim.

11. CONFIDENTIALITY
11.1 Definition. “Confidential Information” means any information disclosed by a party to the other party, directly or indirectly, which, (a) if in written, graphic, machine-readable or other tangible form, is marked as “confidential” or “proprietary,” (b) if disclosed orally or by demonstration, is identified at the time of initial disclosure as confidential and is confirmed in writing to the receiving party to be “confidential” or “proprietary” within 5 days of such disclosure, (c) is specifically deemed to be confidential by the terms of this SaaS Agreement, or (d) reasonably appears to be confidential or proprietary because of the circumstances of disclosure and the nature of the information itself. Subject to the display of Customer Content as contemplated by this SaaS Agreement, Customer Content is deemed Confidential Information of Customer. Innovation Atelier software and Documentation are deemed Confidential Information of Innovation Atelier.
11.2 Confidentiality. During the term of this SaaS Agreement and for 5 years thereafter (perpetually in the case of software), each party shall treat as confidential all Confidential Information of the other party and shall not disclose such Confidential Information to any third party. Without limiting the foregoing, each party shall use at least the same degree of care, but not less than a reasonable degree of care, it uses to prevent the disclosure of its own confidential information to prevent the disclosure of Confidential Information of the other party. Each party shall promptly notify the other party of any actual or suspected misuse or unauthorized disclosure of the other party’s Confidential Information. Neither party shall reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the other party's Confidential Information and which are provided to the party hereunder. Each party may disclose Confidential Information of the other party on a need-to-know basis to its contractors who are subject to confidentiality agreements requiring them to maintain such information in confidence and use it only to facilitate the performance of their services on behalf of the receiving party.
11.3 Exceptions. Confidential Information excludes information that: (a) is known publicly at the time of the disclosure or becomes known publicly after disclosure through no fault of the receiving party, (b) is known to the receiving party, without restriction, at the time of disclosure or becomes known to the receiving party, without restriction, from a source other than the disclosing party not bound by confidentiality obligations to the disclosing party, or (c) is independently developed by the receiving party without use of the Confidential Information as demonstrated by the written records of the receiving party. The receiving party may disclose Confidential Information of the other party to the extent such disclosure is required by law or order of a court or other governmental authority, provided that the receiving party shall use reasonable efforts to promptly notify the other party prior to such disclosure to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure. Each party may disclose the existence of this SaaS Agreement and the relationship of the parties, but agrees that the specific terms of this SaaS Agreement will be treated as Confidential Information; provided, however, that each party may disclose the terms of this SaaS Agreement to those with a need to know and under a duty of confidentiality such as accountants, lawyers, bankers and investors.

12. GENERAL PROVISIONS
12.1 Non-Exclusive Service. Customer acknowledges that SaaS Services is provided on a non-exclusive basis.
Nothing shall be deemed to prevent or restrict Chartomat ability to provide the SaaS Services or other technology, including any features or functionality first developed for Customer, to other parties.
12.2 Personal Data. Customer hereby acknowledges and agrees that Chartomat performance of this SaaS Agreement may require Innovation Atelier to process, transmit and/or store Customer personal data or the personal data of Customer employees and Affiliates. By submitting their own personal data to Innovation Atelier, the Customer agrees that Innovation Atelier and its Affiliates may process, transmit and/or store personal data only to the extent necessary for, and for the sole purpose of, enabling Innovation Atelier to perform its obligations to under this SaaS Agreement. In relation to all Personal Data provided by or through Customer to Innovation Atelier, Customer will be responsible as sole Data Controller for complying with all applicable data protection or similar laws such as EU Directive 95/46/EC and laws implementing that Directive that regulate the processing of Personal Data and special categories of data as such terms are defined in that Directive. Customer agrees to obtain all necessary consents and make all necessary disclosures before sharing Personal Data with Innovation Atelier for the purpose of Enabling Software and Innovation Atelier SaaS. Customer confirms that Customer is solely responsible for any Personal Data that may be shared under this agreement, and that no Third-party personal data is submitted within datasets to be analysed in Chartomat. Customer is solely responsible for determining the purposes and means of processing Customer Personal Data by Innovation Atelier under this Agreement, including that such processing according to Customer’s instructions will not place Innovation Atelier in breach of applicable data protection laws. Customer is responsible for ensuring that the Innovation Atelier SaaS meets such restrictions or special requirements. Innovation Atelier to process any Personal Data that meets the requirements set forth in this Section according to these Terms of Use.
12.3 Innovation Atelier Personal Data Obligations. In performing the SaaS Services, Innovation Atelier will comply with the privacy policy provided at https://chartomat.io/privacy.  This policy is subject to change; the latest version of the policy can be consulted on the address above.

12.4 Assignment. Neither party may assign this SaaS Agreement or any right under this SaaS Agreement, without the consent of the other party, which consent shall not be unreasonably withheld or delayed; provided however, that either party may assign this SaaS Agreement to an acquirer of all or substantially all of the business of such party to which this SaaS Agreement relates, whether by merger, asset sale or otherwise. This SaaS Agreement shall be binding upon and inure to the benefit of the parties’ successors and permitted assigns. Either party may employ subcontractors in performing its duties under this SaaS Agreement, provided, however, that such party shall not be relieved of any obligation under this SaaS Agreement.
12.5 Notices. Except as otherwise permitted in this SaaS Agreement, notices under this SaaS Agreement shall be in writing and shall be deemed to have been given five (5) business days after notification via email.

12.6 Force Majeure. Each party will be excused from performance for any period during which, and to the extent that, such party or any subcontractor is prevented from performing any obligation or Service, in whole or in part, as a result of causes beyond its reasonable control, and without its fault or negligence, including without limitation, acts of God, strikes, lockouts, riots, acts of terrorism or war, epidemics, communication line failures, and power failures.
12.7 Waiver. No waiver shall be effective unless it is in writing and signed by the waiving party. The waiver by either party of any breach of this SaaS Agreement shall not constitute a waiver of any other or subsequent breach.
12.8 Severability. If any term of this SaaS Agreement is held to be invalid or unenforceable, that term shall be
reformed to achieve as nearly as possible the same effect as the original term, and the remainder of this SaaS
Agreement shall remain in full force.
12.9 Entire SaaS Agreement. This SaaS Agreement (including all Schedules and exhibits) contains the entire
agreement of the parties and supersedes all previous oral and written communications by the parties, concerning
the subject matter of this SaaS Agreement. This SaaS Agreement may be amended solely in a writing signed by
both parties. Standard or printed terms contained in any purchase order or sales confirmation are deemed rejected and shall be void unless specifically accepted in writing by the party against whom their enforcement is sought; mere commencement of work or payment against such forms shall not be deemed acceptance of the terms.
12.10 Survival. Sections 3, 6, and 8 through 12 of this SaaS Agreement shall survive the expiration or termination of this SaaS Agreement for any reason.
12.11 Publicity. Innovation Atelier may include Customer’s name and logo in its customer lists and on its website. Upon signing, Innovation Atelier may issue a high-level press release announcing the relationship and the manner in which Customer will use the Innovation Atelier solution. Innovation Atelier shall coordinate its efforts with appropriate communications personnel in Customer’s organization to secure approval of the press release if necessary.
12.12 Export Regulations. Export laws and regulations of Switzerland and any other relevant local export laws and regulations apply to the SaaS Services. Customer agrees that such export control laws govern its use of the SaaS Services (including technical data) and any services deliverables provided under this Agreement, and Customer agrees to comply with all such export laws and regulations. Customer agrees that no data, information, software programs and/or materials resulting from services (or direct product thereof) will be exported, directly or indirectly, in violation of these laws.
12.13 No Third-Party Beneficiaries. This SaaS Agreement is an agreement between the parties, and confers no rights upon either party’s employees, agents, contractors, partners of customers or upon any other person or entity.
12.14 Independent Contractor. The parties have the status of independent contractors, and nothing in this SaaS
Agreement nor the conduct of the parties will be deemed to place the parties in any other relationship. Except as
provided in this SaaS Agreement, neither party shall be responsible for the acts or omissions of the other party or the other party’s personnel.
12.15 Statistical Information. Innovation Atelier may anonymously compile statistical information related to the performance of the Services for purposes of improving the SaaS service, provided that such information does not identify Customer’s data or include Customer’s name.
12.16 Governing Law. This SaaS Agreement shall be governed by the laws of the Canton of Vaud, Switzerland.
12.17 Compliance with Laws. Innovation Atelier shall comply with all applicable local, state, national and foreign laws in connection with its delivery of the SaaS Services, including those laws related to data privacy, international communications, and the transmission of technical or personal data.
12.18 Dispute Resolution. Customer’s satisfaction is an important objective to Innovation Atelier in performing its obligations under this SaaS Agreement. Except with respect to intellectual property rights, if a dispute arises between the parties relating to the interpretation or performance of this SaaS Agreement or the grounds for the termination hereof, the parties agree to hold a meeting within fifteen (15) days of written request by either party, attended by individuals with decision-making authority, regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute prior to pursuing other available remedies. If, within 15 days after such meeting, the parties have not succeeded in resolving the dispute, either party may protect its interests by any lawful means available to it.
12.19 Signatures. This SaaS Agreement is electronically signed by both parties.

*** End of Page ***

EXHIBIT A
SCHEDULE A - SOFTWARE & PRICE SCHEDULE
This Schedule ("Schedule"), effective upon the Agreement Effective Date, documents the SaaS
Services (defined below) being purchased by Customer under the terms and conditions of the SaaS Agreement dated September 27, 2022, between Innovation Atelier SA. (“Innovation Atelier”) and you, (the “Customer”).

1. SaaS Services:
The SaaS Service includes one or more of the following service offerings:

· Data exploration, visualization, tabulation and charting

· Significance testing

· Automated charting

· Export to Microsoft Office compatible output format

The amount of service is defined by the specific plan:

1) Free (limited usage)

2) Agile (one-off usage)

3) Unlimited (subscription)

2. Free Term (limited usage):

The term begins upon the Schedule Effective Date, and ends upon termination of Customer Account.

The service covers Chartomat monthly usage until the following condition is met: 10 charts or tables have been downloaded over a given month. Each month ends on the last day of the month, and each new month starts on the first day of the month.

Chartomat branding and attribution shall not be removed from the service outputs. Attribution must be made with integration of the following mention with every chart: Made with https://chartomat.io

3. Agile Term (one-off usage):

The term begins upon the Schedule Effective Date, and ends when the first of the 2 following conditions is met:

a) 1,000 charts or tables have been produced.

b) 48 hours have passed from the Effective Date during which the service was available to the Customer.

Chartomat branding may be removed from the service outputs, but the following attribution is necessary:

Made with https://chartomat.io

4. Unlimited Term (subscription):
The term begins upon the Schedule Effective Date, and ends upon termination or suspension of the subscription. Subscription is automatically renewed on a monthly basis, and may be paused or stopped any day up to the last day prior to renewal.

The service is unlimited. Practically, the app limits the production of charts and tables to a maximum of 50,000 charts or tables monthly, but this limitation may be lifted as needed based on agreement between the two parties.

Chartomat branding may be removed from the service outputs. Attribution is not required.

4. Schedule Value: (all fees are in U.S. dollars and exclude applicable taxes)

4.1. Free tier. The service is provided 100% for free to the Customer.

4.2. Agile tier. The service based on the scope above is provided for 7 USD paid once. Payment to the Agile tier may not be converted to the Unlimited tier.

4.3. Unlimited tier. The service based on the scope above is provided for 9 USD per month. This fee includes access and usage of the SaaS Services during the Subscription Term. Upon execution of this Schedule, Innovation Atelier shall charge and be paid on a monthly basis in accordance with the SaaS Agreement.

Discounts may be applied, at Innovation Atelier sole discretion. Discounts may be provided over limited or undefined periods of time, with a subset of Customers or with all Customers. They may be modified or cancelled at any time without prior notice. Such changes affect Unlimited subscription plan subscribers only at the beginning of the next month after they have been noticed via email.

5. Support and Maintenance Services
No dedicated Support is provided in the Subscription Fee beyond what is available through the SaaS. Maintenance and subsequent developments or enhancements of the service are at the sole discretion of Innovation Atelier SA.

The company may be contacted for questions or suggestions on its general enquiry email address contact@innovationatelier.com, but without guarantee of response.

***End of Schedule***

EXHIBIT B
SERVICE LEVEL AGREEMENT
The SaaS Services will achieve System Availability (as defined below) of at least 95% during each calendar month of the Subscription Term. “System Availability” means the number of minutes in a month that the key components of the SaaS Services are operational as a percentage of the total number of minutes over the same period, excluding downtime resulting from (a) scheduled maintenance, (b) events of Force Majeure in the SaaS Agreement), (c) malicious attacks on the system, (d) issues associated with the Customer’s computing devices, local area networks or internet service provider connections, or (e) inability to deliver services because of acts or missions of Customer.

Innovation Atelier reserves the right to take the Service offline for scheduled maintenance during down times. If Innovation Atelier fails to meet System Availability in the month, upon written request by Customer within 5 days after the end of the month, Innovation Atelier will issue a credit into the Customer’s account, up to a maximum of the Customer’s fee for the affected SaaS Services. The remedy stated in this paragraph is Customer’s sole and exclusive remedy for interruption of SaaS Services and Chartomat failure to meet System Availability.