On-Premise Software Terms and Conditions

These On-Premise Software Terms and Conditions (the “On-Premise Terms”) are entered into by and between ACRE Operating Group, LLC and each of its wholly-owned subsidiaries (collectively, “acre security”) and the organization or individual (“Customer”) that has purchased licenses to install and use any on-premise software product provided by acre security (“On-Premise Software”), whether such purchase was directly from acre security or from an authorized reseller of acre security.

These On-Premise Terms are effective on the earliest of: (i) the date on which Customer executes a purchase order or order form referencing these On-Premise Terms (each, a “Purchase Order”); (ii) the date on which Customer accepts these On-Premise Terms by clicking to accept or agree within the On-Premise Software; or (iii) the date on which Customer installs the On-Premise Software.

1. SCOPE OF LICENSE; RESTRICTIONS

1.1 License. Subject to the terms of these On-Premise Terms and the terms of the applicable Purchase Order, acre security grants to Customer and its individuals authorized to use the On-Premise Software on Customer’s behalf (each, an “End User”) a perpetual, non-exclusive, non-sublicensable, non-transferable license to (a) install, use, and execute the On-Premise Software in object code form on Customer’s servers and/or computer systems (“Computer Systems”); and (b) use any applicable documentation or other information provided by acre security with respect to the applicable On-Premise Software (“Documentation”).

1.2 Copies of Software. Customer may make copies of the On-Premise Software and Documentation solely to exercise its rights under Section 1.1 and in accordance with any restrictions set forth in the applicable Purchase Order and for back-up, disaster recovery, and testing purposes. Any copies of the On-Premise Software: (a) remain acre security’s exclusive property; (b) are subject to these On-Premise Terms; and (c) must include all copyright or other proprietary rights notices contained in the original.

1.3 End Users. Customer shall not grant any third parties access to the On-Premise Software. Customer is responsible and liable for all uses of the On-Premise Software and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of these On-Premise Terms. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of its End Users, and any act or omission by an End User that would constitute a breach of these On-Premise Terms if taken by Customer will be deemed a breach of these On-Premise Terms by Customer. Customer shall use reasonable efforts to make all End Users aware of the provisions of these On-Premise Terms, as applicable to such End User’s use of the On-Premise Software, and shall cause all End Users to comply with such provisions.

1.4 Equipment. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access, or otherwise use the On-Premise Software, including without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall be responsible for maintaining the security of Customer’s Equipment and for all uses of its Equipment.

1.5 Use Restrictions. Except as otherwise provided in these On-Premise Terms or the applicable Purchase Order, Customer shall not itself, or through any third party, and shall cause End Users to not: 
(a) decompile, disassemble, reverse engineer or otherwise attempt to discover the source code for the On-Premise Software or determine how the On-Premise Software is provided; 
(b) modify, transform or otherwise prepare a derivative work of the On-Premise Software; 
(c) sell, distribute, sublicense, rent, lease, assign, pledge or otherwise make the On-Premise Software available to or grant any rights in the On-Premise Software to any unauthorized third party; 
(d) remove or modify any confidentiality or proprietary rights notices contained in or on the On-Premise Software or the accompanying documentation for the On-Premise Software; 
(e) attempt to gain access to areas of the On-Premise Software which it has not been granted access to or unauthorized access to related systems or networks or breach any security measure; 
(f) use the On-Premise Software in a manner that would be reasonably anticipated to interfere with, degrade or disrupt the integrity or performance of acre security’s technologies, services, systems or offerings; 
(g) develop a competitive product or service using ideas, features, functions or graphics that are the same as or similar to those contained in the On-Premise Software; or
(h) otherwise use the On-Premise Software in a manner that is not contemplated by the On-Premise Terms, including in a manner not contemplated by the accompanying Documentation for the On-Premise Software or in a manner that violates any applicable laws or third-party rights.

1.6 Suspension. acre security may temporarily suspend Customer’s or any End User’s access to any portion or all of the On-Premise Software, if Customer or any End User is in breach of these On-Premise Terms or the applicable Purchase Order. acre security shall use commercially reasonable efforts to provide written notice of any such suspension to Customer. acre security shall use commercially reasonable efforts to resume providing access to the On-Premise Software as soon as reasonably possible after the event giving rise to the suspension is cured.

2. MAINTENANCE AND SUPPORT

2.1 Maintenance and Support. Customer is required to purchase maintenance and support services for the On-Premise Software (“Support Services”). Exhibit A sets forth a more detailed description of the Support Services.

2.2 Support Term. Unless otherwise set forth in the Purchase Order, the initial term for Support Services will begin on the date of execution of the Purchase Order and continue for one (1) year. Upon expiration of the initial term, the Support Services shall automatically renew for successive periods of one (1) year, unless either party provides written notice of nonrenewal at least sixty (60) days prior to expiration of the initial term or then-current renewal term. Customer’s failure to renew Support Services shall automatically terminate the applicable Purchase Order.

2.3 Support Services Expenses. Customer agrees to reimburse acre security for all costs and expenses reasonably incurred in connection with performing Support Services at Customer’s or any End User’s facility or location.

2.4 Equipment for Direct Remote Access. Customer shall, at its sole expense, install and maintain Equipment that will permit acre security to have direct remote access to Customer’s Computer Systems. Customer acknowledges that maintenance of the appropriate Equipment is a condition precedent to acre security’s obligation to provide Support Services.

2.5 Reseller Maintenance and Support. If Customer obtained licenses to the On-Premise Software from a reseller of acre security, Customer acknowledges and agrees that the Support Services provided in Exhibit A may not represent the Support Services such Customer is entitled to receive. Customer shall rely on its agreement with its reseller to determine the scope of support services to be performed by reseller and acre security.

2.6 Other Services. Customer may request and acre security may agree to provide certain installation, implementation, custom development, consulting, training, or other professional services. The terms and conditions of such arrangement, if any, shall be set forth in a separate agreement that is mutually agreed upon by the parties in writing.

3. TERM AND TERMINATION

3.1 Term. These On-Premise Terms shall commence on the Effective Date and shall continue until all Purchase Orders have expired or been terminated pursuant to these On-Premise Terms or the applicable terms of the Purchase Order (“Term”).

3.2 Termination for Breach. Either party may terminate these On-Premise Terms or any active Purchase Order upon written notice to the other party if such party breaches these On-Premise Terms or the terms of an active Purchase Order and fails to cure such breach (if curable) within thirty (30) days after receiving written notice from the other party specifying the nature of the breach. Either party may terminate these On-Premise Terms or any active Purchase Order immediately if the other party files for bankruptcy, becomes insolvent, or makes an assignment for the benefit of creditors.

3.3 Effect of Termination.  Upon expiration or earlier termination of these On-Premise Terms or an applicable Purchase Order, the perpetual license granted in Section 1.1 shall remain in effect, however, all Support Services shall immediately cease. In addition, Customer shall remove and destroy any Confidential Information of acre security and, upon request, shall certify in writing that such actions have occurred. Termination shall not relieve Customer of the obligation to pay any fees accrued or payable to acre security under these On-Premise Terms through the effective date of termination.

4. DISCLAIMER OF WARRANTIES

4.1 Third-Party Materials. Customer acknowledges that the On-Premise Software may contain or incorporate third-party materials or software (“Third-Party Materials”). Third-Party Materials are not covered by any warranties set forth in this Section 4. acre security makes no representations or warranties with respect to any Third-Party Materials, and all use of Third-Party Materials is at Customer’s own risk.

4.2 DISCLAIMER OF WARRANTIES.

THE ON-PREMISE SOFTWARE AND DOCUMENTATION AND ANY SERVICES PROVIDED BY ACRE SECURITY ARE PROVIDED “AS IS” AND “AS AVAILABLE”. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES PROVIDED DIRECTLY BY ACRE SECURITY IN AN AGREEMENT WITH CUSTOMER AND ANY WARRANTIES EXPRESSLY PROVIDED IN SEPARATE WARRANTY DOCUMENTATION PROVIDED BY ACRE SECURITY APPLICABLE TO THE ON-PREMISE SOFTWARE, ACRE SECURITY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ACRE SECURITY MAKES NO WARRANTY OF ANY KIND THAT THE ON-PREMISE SOFTWARE OR THE SERVICES WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE.

5. INTELLECTUAL PROPERTY

5.1 acre security Intellectual Property. acre security, its third-party licensors, and their respective successors and assigns shall retain all right, title, and interest in and to all Intellectual Property Rights used to create or develop, embodied in, used in, or otherwise relating to the On-Premise Software, Documentation, and components thereof. These On-Premise Terms do not constitute a sale of any Intellectual Property Rights embodied in the On-Premise Software or the Documentation or any component thereof (or any copy, derivative work, upgrade, improvement, or modification thereof). Except for the limited rights expressly granted herein, Customer and its End Users are not granted any right, title or interest in or to any of the foregoing. To the extent any right, title or interest in or to any Intellectual Property Rights of acre security vests in Customer or its End Users, Customer, on behalf of itself and its End Users, hereby assigns to acre security all such right, title and interest.  Customer acknowledges and agrees that any goodwill derived from its use of acre security’s Intellectual Property Rights inures to the benefit of acre security or its licensors, as applicable. All rights not expressly granted under these On-Premise Terms are reserved by acre security. There are no implied rights. For clarity, no customization or alteration to any On-Premise Software or any accompanying Documentation shall constitute a transfer of Intellectual Property Rights in such On-Premise Software or Documentation.

5.2 Prohibited Acts. Customer shall not: (a) take any action that interferes with any of acre security’s Intellectual Property Rights, including acre security’s ownership or exercise thereof; (b) challenge any right, title or interest of acre security in or to acre security’s Intellectual Property Rights; (c) make any claim or take any action adverse to acre security’s ownership of acre security’s Intellectual Property Rights; (d) engage in any action that tends to disparage, dilute the value of, or reflect negatively on the On-Premise Software or acre security itself; and (e) alter, obscure or remove any of acre security’s proprietary rights notices, including any patent markings or copyright notices, placed on the On-Premise Software.

5.3 Feedback. Customer or any End User may provide acre security with comments, ideas, suggested changes, improvements, problems, defects and other feedback relating to the operation of the On-Premise Software (collectively, “Feedback”). To the extent Customer or any End User provides any Feedback, Customer, on behalf of itself and its End Users, hereby assigns to acre security all right, title and interest therein and thereto, including all associated Intellectual Property Rights.

6. DATA

6.1 Customer Data. As between Customer and acre security, Customer is and will remain the sole and exclusive owner of all right, title and interest in and to all information, data and other content provided to acre security by or on behalf of Customer or its End Users through or in connection with the On-Premise Software (collectively, the “Customer Data”). Customer grants acre security the right to host, use, process, display and transmit Customer Data to provide the On-Premise Software pursuant to and in accordance with these On-Premise Terms and the applicable Purchase Order. Customer has sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of Customer Data, and for obtaining all rights related to Customer Data required by acre security to provide the On-Premise Software.

6.2 Personal Data. To the extent any information that relates to an identified or identifiable natural person (“Personal Data”) of Customer or its End Users is collected, maintained, and/or processed by or on behalf of acre security, acre security collects, maintains, and processes such personal data in accordance with its privacy policy available at https://acresecurity.com/ (“Privacy Policy”), which may be modified from time to time in acre security’s sole discretion. Customer consents to acre security’s use of Personal Data in accordance with the Privacy Policy.

6.3 Operation of On-Premise Software. Customer acknowledges and agrees that it is solely responsible for the operation, supervision, management and control of the On-Premise Software, including but not limited to providing training for its personnel, instituting appropriate security procedures and implementing reasonable procedures to examine and verify all output before use.  In addition, Customer is solely responsible for all data within its possession or control, including any Customer Data, its databases and for maintaining suitable backups of such data and databases to prevent data loss in the event of any hardware or software malfunction.  acre security shall have no responsibility or liability for data loss regardless of the reasons for said loss.

6.4 De-Identified Data. Customer grants to acre security a non-exclusive, perpetual, royalty-free, assignable, transferrable, sublicensable license to reproduce, distribute, display, create derivative works of, and otherwise exploit the Customer Data solely for the purposes of providing the On-Premise Software to Customer and creating the De-Identified Data. acre security and its licensors may use the De-Identified Data for any lawful purposes, including for the purposes of marketing, promoting, benchmarking, improving and further developing the On-Premise Software. “De-Identified Data” means all data derived by acre security through processing or analyzing the Customer Data and otherwise through the operation of the On-Premise Software, provided that the De-Identified Data will not be in a form that could be used to identify Customer or its End Users.

7. INDEMNIFICATION

7.1 Indemnification by acre security. acre security shall indemnify, defend and hold Customer harmless from and against any and all costs, liabilities, damages, losses, demands and expenses of every kind, including reasonable attorneys’ fees, costs and disbursements (collectively, “Damages”), arising out of or relating to any allegations or actual proceedings, investigations, actions, suits or any other claims brought by a third party (collectively, “Claims”) that the On-Premise Software, as used in accordance with these On-Premise Terms and the applicable Purchase Order, infringes, misappropriates or otherwise violates any third-party Intellectual Property Rights.

7.2 Indemnification by Customer. Customer will indemnify, defend and hold acre security harmless from and against any and all Damages arising out of or relating to any Claims (a) that the Customer Data infringes, misappropriates or otherwise violates any third-party Intellectual Property Rights or other rights; (b) arising out of or relating to Customer’s and/or its End Users’ breach of the On-Premise Terms or Customer’s or any End User’s use of the On-Premise Software; or (c) arising out of or relating to Customer’s or any End User’s gross negligence, willful misconduct or illegal acts, including those that cause tangible personal injury or property damage.

7.3 Indemnification Process. Each party's indemnification obligations are conditioned on the indemnified party: (a) promptly giving written notice of the Claim to the indemnifying party; (b) giving the indemnifying party sole control of the defense and settlement of the Claim; and (c) providing to the indemnifying party all available information and assistance in connection with the Claim, at the indemnifying party's request and expense. The indemnified party may participate in the defense of the claim, at the indemnified party's sole expense (not subject to reimbursement). Neither party may admit liability for or consent to any judgment or concede or settle or compromise any Claim unless such admission or concession or settlement or compromise includes a full and unconditional release of the other party from all liabilities in respect of such Claim.

7.4 Additional Remedies.     Without limiting acre security’s obligations set forth in Section 7.1 of these On-Premise Terms, if the On-Premise Software becomes, or in acre security’s reasonable opinion is likely to become, the subject of a Claim or if as a result of a Claim, or the settlement thereof, the use of the On-Premise Software is restricted, prohibited or materially limited, acre security may, at acre security’s sole option and expense (a) procure the right for Customer to continue using the On-Premise Software without any additional cost;  (b) replace or modify the same so that it becomes non-infringing without any material impact on its functionality or performance; or (c) terminate the On-Premise Terms and refund to Customer a prorated portion of any prepaid Fees covering the period after the effective date of termination.

7.5 Exceptions. acre security will have no obligation to indemnify Customer under Section 7.1 of these On-Premise Terms to the extent the Claim is based upon (a) the unauthorized modification of the On-Premise Software; (b) use of the On-Premise Software in combination with other products, processes, equipment, data, materials, software or hardware not provided by acre security or contemplated or specified in the On-Premise Terms or in the Documentation accompanying the On-Premise Software; or (c) the use of the On-Premise Software in a manner not authorized by the On-Premise Terms. Section 7 of these On-Premise Terms states the entire liability of acre security with respect to Claims for infringement of any third-party intellectual property rights by the On-Premise Software.

8. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE UNDER ANY LEGAL THEORY FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, SPECIAL, PUNITIVE OR SIMILAR DAMAGES ARISING FROM OR RELATING TO THE ON-PREMISE TERMS, EVEN IF THAT PARTY KNOWS OR SHOULD KNOW OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. ACRE’S AGGREGATE LIABILITY FOR DAMAGES ARISING FROM OR RELATING TO THESE ON-PREMISE TERMS WILL NOT EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER TO ACRE SECURITY IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9. CONFIDENTIALITY

9.1 Defined. “Confidential Information” means all non-public confidential or proprietary information and materials of any nature of or relating to a party which the other party receives or otherwise becomes aware of in connection with the On-Premise Terms.  The Confidential Information of acre security includes the non-public elements of the On-Premise Software. The Confidential Information of Customer includes Customer Data. The parties will endeavor to conspicuously mark all such information as confidential if in tangible form (or identify it as such if disclosed orally or in other intangible form), but information need not be marked or identified as confidential to be deemed Confidential Information under the On-Premise Terms if, under the circumstances of disclosure, such information is, or ought to be, reasonably understood to be confidential.

9.2 Confidentiality Obligations. Each party shall (a) observe complete confidentiality with respect to the disclosing party’s Confidential Information and (b) not use or disclose, or permit to be used or disclosed, the disclosing party’s Confidential Information for any purpose other than as contemplated in the On-Premise Terms. Notwithstanding the foregoing, the receiving party may disclose the disclosing party’s Confidential Information to, as applicable, those of its employees and any subcontractors who have a need to know such information to assist the receiving party or act on its behalf pursuant to the On-Premise Terms and who prior to receiving access thereto have signed binding agreements containing confidentiality obligations that are at least as protective of the disclosing party’s Confidential Information as those set forth in the On-Premise Terms. Without limiting the generality of the foregoing, each party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind, but in no event less than reasonable care. The obligations of confidence in this Section 9.2 shall not apply to Confidential Information which (i) is known by the receiving party before receipt from the disclosing party, and not impressed already with an obligation of confidentiality to the disclosing party; (ii) is or becomes publicly known without the fault of the receiving party; (iii) is obtained by the receiving party from a third party in circumstances where the receiving party has no reason to believe that there has been a breach of an obligation of confidentiality owed to the disclosing party; or (iv) the receiving party can establish by reasonable proof was substantially and independently developed by the receiving Party or representatives thereof who had no knowledge of such Confidential Information.

9.3 Permitted Disclosures. The receiving party may disclose the disclosing party’s Confidential Information (a) to the extent required by law or court order, or the requirement of a governmental authority; provided that the receiving party must provide prompt written notice, if allowed by law, and reasonable assistance to the disclosing party to enable the disclosing party to seek a protective order or otherwise prevent or restrict the nature and scope of such disclosure; (b) in privileged communications to such party’s agents, attorneys, auditors, insurers and other representatives and only subject to confidentiality obligations at least as protective as those set forth in the On-Premise Terms; and (c) in connection with a dispute or proceeding between the parties in accordance with the approval and at the direction of the mediator or arbitrator conducting such proceeding.

9.4 Return of Information. Upon termination of the On-Premise Terms, or the disclosing party’s earlier written request, the receiving party shall return to the disclosing party, or at the disclosing party’s written request destroy, all records and materials in the receiving party’s possession or control containing the disclosing party’s Confidential Information and promptly certify in writing that it has fully complied with the foregoing obligation.

9.5 Remedies. Each party agrees and acknowledges that any breach or threatened breach of this Section 9 may cause irreparable injury to the disclosing party and that the disclosing party shall be entitled to seek injunctive relief, in addition to any other remedies that may be available to it under the On-Premise Terms or at law or in equity.

10. MISCELLANEOUS

10.1 Force Majeure. acre security shall not be held liable or responsible to Customer nor be deemed to have defaulted under or breached these On-Premise Terms for failure or delay in fulfilling or performing any term of these On-Premise Terms when such failure or delay is caused by or results from causes beyond the reasonable control of acre security including, but not limited to, failure, interruption, or outage of any communication facility, web host, or internet service provider; malicious code, tools, or devices designed to disable or disrupt systems, infrastructure, and operations; earthquakes, fire, floods, and other acts of God; embargoes, insurrections, riots, civil commotions, strikes, lockouts or other labor disturbances; acts of war or terrorism; epidemics, pandemics, or other public health events; and omissions or delays in acting by any governmental authority or the other party (“Force Majeure Event”). acre security shall notify Customer of such Force Majeure Event as soon as reasonably practical. acre security will use commercially reasonable efforts to restore service. If a Force Majeure Event continues for more than sixty (60) consecutive days, then either party may terminate these On-Premise Terms upon written notice to the other party within thirty (30) days after the expiration of the preceding sixty (60) day period.

10.2 Governing Law. The law governing these On-Premise Terms, and the jurisdiction in which disputes shall be adjudicated are set forth in the table below, in each case based on where the Customer is domiciled.

10.3 Assignment. Customer may not assign the On-Premise Terms or its respective rights and duties under the On-Premise Terms, without acre security’s prior written consent. Any purported assignment in violation of the foregoing will be null and void.

10.4 Independent Parties. The parties are and will act at all times as independent contractors, and nothing contained in the On-Premise Terms will be construed or implied to create an agency, association, partnership or joint venture between the parties or to obligate either party to deal with the other on an exclusive basis.

10.5 No Third-Party Beneficiaries. Nothing in the On-Premise Terms is intended to, nor will it, create any third-party beneficiaries, whether intended or incidental, and neither party will make any representations to the contrary.

10.6 Waiver; Severability. No waivers will be effective unless in writing and signed by both parties. A party’s consent to, or waiver of, enforcement of the On-Premise Terms on one occasion will not be deemed a waiver of any other provision or such provision on any other occasion. If a court of competent jurisdiction adjudges any provision of the On-Premise Terms to be illegal, invalid or unenforceable, or if any provision becomes illegal, invalid or unenforceable, the remaining provisions of the On-Premise Terms, if capable of substantial performance, will continue in full force and effect without being impaired or invalidated in any way. The parties agree to reform and replace any illegal, invalid or unenforceable provision with a legal, valid and enforceable provision that most closely approximates the intent and economic effect of the illegal, invalid or unenforceable provision.

10.7 Publicity. Customer shall not issue or release any publicity or marketing materials relating to the On-Premise Terms or use acre security’s name or trademarks without the prior written consent of acre security. acre security may include Customer’s name in its list of current and former customers in promotional and marketing materials with Customer’s consent.

10.8 Notice. If one party is required or permitted to give notice to the other, such notice will be deemed given when delivery confirmation is received and such notice is delivered by United States certified mail, e-mail, or a nationally or internationally recognized overnight courier service to the other party’s at the address set forth in the Purchase Order. A party may specify new contacts or a new address by providing notice to the other party in accordance with this Section 10.8. Notwithstanding the foregoing, notices of an administrative nature, such as invoice approvals and electronic invoices, may also be communicated via confirmed email and will be deemed given upon acknowledgement of receipt by the recipient.

10.9 Export. Export laws and regulations of the United States and any other relevant local export laws and regulations apply to On-Premise Software. Customer and acre security each agree to comply with all such export laws and regulations (including “deemed export” and “deemed re-export” regulations). Customer agrees that no data, information, software programs and/or materials resulting from On-Premise Software will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws including, without limitation, nuclear, chemical, or biological weapons proliferation, or development of missile technology.

10.10 Foreign Corrupt Practices Act. Each party represents and warrants that (a) in connection with these On-Premise Terms, it has not and will not make any payments or gifts or any offers or promises of payments or gifts of any kind, directly or indirectly, to any official of any government or any agency or instrumentality thereof and (b) it will comply in all respects with the Foreign Corrupt Practices Act, UK Bribery Act 2010, or any similar applicable laws.

10.11 Survival. All provisions that by their nature are intended to survive termination or expiration of these On-Premise Terms shall survive, including without limitation, Section 3.3 (Effect of Termination); Section 4 (Disclaimer of Warranties); Section 5 (Intellectual Property); Section 6 (Data); Section 7 (Indemnification); Section 8 (Limitation of Liability); Section 9 (Confidentiality); Section 10 (Miscellaneous).

10.12 Entire Agreement. The On-Premise Terms, which is comprised of the documents set forth on the applicable Purchase Order and any additional terms and conditions available on acre security’s website located at https://acresecurity.com/, sets forth the complete, exclusive and final agreement of the parties concerning the subject matter hereof and supersedes, replaces and merges all prior and contemporaneous agreements, communications and understandings, oral and written, between the parties concerning the subject matter hereof.

10.13 Changes. acre security reserves the right to make changes or modifications to these On-Premise Terms from time to time with or without notice. All revised versions of these On-Premise Terms will be available at https://acresecurity.com/. Customer’s or its End Users’ use of the On-Premise Software thirty (30) days following the posting of the revised On-Premise Terms constitutes acceptance of changes. It is Customer’s responsibility to check acre security’s website from time to time for any changes to the On-Premise Terms.

EXHIBIT A

SUPPORT SERVICES

1. Definitions

Capitalized terms that are not defined in this Exhibit A shall have the meaning set forth in the On-Premise Terms.

“Maintenance Release” means any update, upgrade, release, or other adaptation or modification of the On-Premise Software, including any updated Documentation, that acre security may provide from time to time, which may contain, among other things, error corrections, enhancements, improvements, or other changes to the user interface, functionality, compatibility, capabilities, performance, efficiency, or quality of the On-Premise Software, but does not include any New Version.

“New Version” means any new version of the On-Premise Software that acre security may from time to time introduce and market generally as a distinct licensed product (as may be indicated by acre security’s designation of a new version number), and which acre security may make available to Customer at an additional cost under a separate Purchase Order.

“Service Error” means any failure of the On-Premise Service to operate in all material respects in accordance with applicable Documentation, including any problem, failure or error referred to in the Service Error table herein.

2. Support Services

acre security shall provide the Support Services set forth herein provided that Customer has paid the applicable Fees for such annual Support Services. Such Fees do not include expenses incurred by acre security in performing such Support Services at Customer’s and/or an End User’s facility, and Customer shall reimburse acre security for all such expenses.

3. Maintenance Releases

During the Term, acre security will provide Customer with all Maintenance Releases (including updated Documentation) that acre security may, in its sole discretion, make generally available to its customers receiving the same level of Support Services at no additional charge. All Maintenance Releases provided by acre security to Customer are deemed On-Premise Software. Customer will install all Maintenance Releases as soon as practicable after receipt. Customer acknowledges that acre security will only provide Support Services with respect to the latest Maintenance Release and the immediately preceding Maintenance Release. If Customer does not install Maintenance Releases accordingly, acre security is under no obligation to provide Support Services for Customer. Notwithstanding the foregoing, if acre security chooses, in its sole discretion, to provide Support Services regardless of Customer’s failure to install the latest or immediately preceding Maintenance Release, Customer acknowledges and agrees that additional Fees may apply.

4. New Versions

Customer does not have any right hereunder to receive any New Versions of the On-Premise Software that acre security may, in its sole discretion, release from time to time. Customer may license any New Version at acre security’s then-current list price under a separate Purchase Order, provided that Customer is in compliance with the terms and conditions of these On-Premise Terms.

5. Technical Support

acre security shall provide technical support to Customer Monday through Friday during the hours posted on acre security’s website (“Support Hours”). All instructions and information for initiating support requests during the Support Hours can be found on acre security’s website acresecurity.com

6. Exclusions

acre security shall have no obligation to provide any Support Services to the extent a Service Error arises from: (a) Customer’s unauthorized alteration, revision, enhancement, or other modification of the On-Premise Software; (b) any services provided by a party other than acre security; (c) Customer’s operational error with respect to the On-Premise Software or the systems and/or hardware upon which the On-Premise Software operates; or (d) any issues with third party software. To the extent acre security provides any Support Services for any Service Errors arising from any of the foregoing, acre security may charge the Customer at its currently hourly rate plus all costs and expenses incurred in connection with providing such Support Services.