Terms of Services

These terms of services (the “Terms”) are between the entity identified in an order form or which is provided with an activation code by a reseller (“customer”; “you”) and the Navori contracting entity. These terms are effective upon (I) the purchase of the Aquaji software licence through an order form; (ii) the acceptance of the terms by the customer or (iii) the activation or access to the Aquaji services by the customer, whichever validly comes first (the “effective date”). You agree and understand that these terms are legally binding. If you disagree with these terms, you may not use the Aquaji services. (individually a “Party”, and collectively the “parties” under these terms).

Notwithstanding anything to the contrary in these terms, if you are accessing the Aquaji services with an activation code provided by a reseller, the financial terms set forth in your agreement with your reseller have precedence on these terms, and any payment or reimbursement obligation will be directly between customer and reseller, in accordance with such agreement. If you signed an offline variant of these terms for use of the Aquaji services, these terms below do not apply to you, and your offline terms govern your use of the Aquaji services.

1. Background

Navori offers software and services to enable organizations to interpret video streams and turn them into business intelligence through technologies like deep neural networks. The Aquaji software is licensed to customers for each authorized endpoint. The Aquaji software allows for the collection of data inputs which are transformed into bi-data, visible through the Aquaji UI. The Aquaji software is hosted on-premises or by Navori, as set forth in an order form. The Aquaji services may be provided under different subscription plans.

The definitions applicable to these terms are found under exhibit 1.

2. Administration

1. Navori will provide the Customer and its End Users with the Aquaji Services described in an Order Form, for the Authorized Endpoints, during the Subscription Term. Exhibit 2 to these Terms contains the terms and conditions under which Navori delivers maintenance and support services for the Aquaji Software. If the Customer provisioned the Aquaji Software Licence from a Reseller, Navori will provide the Aquaji Services provisioned by the Reseller, in accordance with the Activation Code.
2. The customer is solely responsible for using Authorizing Endpoints that are compatible with the specifications set forth in the Documentation. The customer agrees and understands that incompatible Authorized Endpoint may limit the functionalities available to the Customer. Navori has no liability whatsoever for the use and configuration of Authorized Endpoints by Customer, including for the Data Inputs which are collected by the Endpoints. The customer is solely responsible for determining which configurations are appropriate and which Data Input processing is permitted and authorized under Applicable Laws.
3. The customer is solely responsible for ensuring the confidentiality of the credentials associated with End Users’ accounts. Except if an account is compromised due to the fault or negligence of Navori, the Customer is responsible for any actions performed by End Users through their accounts. The customer represents and warrants that it will promptly change any credentials which have been compromised and will notify Navori of any unauthorized access to Aquaji Services. The customer agrees and understands that End Users are required to accept Navori’s Terms of Use prior to accessing and using the Aquaji Services
4. These Terms must be accepted by the Administrator at the time of the purchase, or before, on behalf of the Customer. The Administrator is provided with access to the Admin Console, which contains functionalities that allow the Administrator to configure and manage the Aquaji Services. The customer agrees and understands that the Administrator may provide access to the Customer’s Data through the Admin Console. The customer is solely responsible for removing access to the Aquaji UI from employees and agents as necessary to protect Customer Data from unauthorized access. If the Customer loses the Administrator’s credentials, the Customer must request credentials through a technical support ticket. The Customer agrees and understands that Navori may request additional information to validate that it is authorized to provide the Customer with new credentials, such as by requesting pieces of evidence of authority. Notwithstanding the foregoing, Navori has no liability whatsoever for loss of access to the Admin Console, and Navori is only required to deploy commercially reasonable efforts to validate the identity of the Administrator.

3. Rights and licenses

1. Subject to these Terms, during the Subscription Term, Navori hereby grants to Customer a non-exclusive, non-transferable, non-sublicensable, revocable (but only pursuant to these Terms) and limited license to download, install, copy (but only pursuant to these Terms) and use the Aquaji Software on Authorized Endpoints (the “Aquaji Software Licence“).
2. The Customer is authorized to make copies of the Aquaji Software strictly as required for business continuity purposes. The Customer represents and warrants that it will not remove any intellectual property notices from Aquaji Software.
3. Subject to these Terms, including the payment of the Fees, Navori hereby grants to Customer an exclusive, perpetual, transferable, and non-sub-licensable right to download, access, and use the BI Data for its internal purposes, including research and development, the commercialization of products and services and improvements of performance, in accordance with Applicable Laws, but excluding the sale, resale and commercialization of the BI Data.
4. Notwithstanding anything to the contrary in these Terms, Customer hereby grants Navori a non-exclusive, non-sublicensable, non-transferable (except as set forth in the Terms), royalty-free, and revocable (but only pursuant to Section 14) right and license to access, use, aggregate, analyze and anonymize Customer Data as intended to deliver the, to comply with Applicable Laws, and to assert and defend its rights. Except as otherwise set forth herein, Customer shall retain all rights, titles, and interests in Customer Data.
5. Notwithstanding anything to the contrary in these Terms, Customer hereby grants Navori a perpetual, non-exclusive, non-sublicensable, non-transferable (except as set forth in the Terms), royalty-free and irrevocable right and license to aggregate and use Anonymized Data for the purposes of research and development, to improve the products and services offered by Navori and as required to deliver the Navori Services, comply with Applicable Laws or asset Navori’s legal rights.

4. Intellectual property

1. Each Party shall be the sole and exclusive owner of its Intellectual Property. For the avoidance of doubts, and subject to the licenses set forth herein, Navori owns all rights, titles, and interests in the Aggregated Data, the Aquaji Software, and the Aquaji UIs. The Aquaji Software is licensed, not sold to the Customer. Customer may not, without Navori’s prior written consent, conduct, cause or permit the (a) use, copying, modification, rental, lease, sublease, sublicense, or transfer of the Aquaji Software except as expressly provided in these Terms; (b) creation of any derivative works based on the Aquaji Software; (c) reverse engineering, disassembly, or decompiling of the Aquaji Software (except that Customer may decompile the Aquaji Software for the purposes of interoperability only to the extent permitted by and subject to strict compliance under Applicable Laws); (d) use of the Aquaji Software in connection with a service bureau, facility management, timeshare, service provider or like activity whereby Customer operate or use the Aquaji Software for the benefit of a third party; (e) use of the Aquaji Software by any party other than the Customer (or End Users); (f) use of a later version of the Aquaji Software other than the version that accompanies these Terms, unless Customer has separately acquired the right to use such later version through a license instrument or support certificate; nor (g) use of the Aquaji Software above the quantity of Authorized Endpoints that have been licensed to Customer pursuant to an Order Form or the applicable license instrument.
2. Notwithstanding anything to the contrary, Navori shall also be the sole owner of any suggestions, enhancement requests, recommendations or other feedback provided by Customer or End Users to Navori, so long as they are related to the Aquaji Services (“Customer Suggestions“). Customer hereby assigns to Navori, without limitation of any kind, all of its rights, titles, and interests therein, Navori accepting a such assignment, and where such assignment is not permitted, Customer hereby waives any moral rights or otherwise in such Customer Suggestions. Notwithstanding the foregoing, Customer shall retain the irrevocable and perpetual right to use, exploit and implement Customer Suggestions in its own operations or other business initiatives, without further obligations or liability to Navori.

5. Acceptable use of the Aquaji services

1. Customer represents and warrants that it will not use (or allow the use of) the Aquaji Services in any manner:

• that is prohibited by Applicable Laws or these Terms.
• that will disrupt third parties’ use or enjoyment of the Aquaji Services, including uses that result in automated, constant, and repeated requests for data other than as intended or permitted under this Terms (e.g., denial of services and distributed denial of services attacks) or by abnormally overloading servers on the Navori network causing portions of the Navori network to be blocked or unavailable.
• that results in the creation, transmission, distribution, or storage of material (i) in violation of the rights of third parties, including Intellectual Property and privacy rights, and (ii) that is threatening, abusive, hateful, or constitutes or encourages conduct that would constitute fraud or criminal offense or gives rise to civil liability or penalties.
• that results in (i) the sharing of identifiers and passwords between End Users or with third parties (ii) access to the Aquaji Services by third parties, or (iii) the use of time-sharing services, network, or other means of sharing accounts.
• that involves using any robot, spider, scraper, deep link, or other automated data gathering or extraction tools, program, algorithm, or methodology to access, acquire, copy or monitor the Aquaji Services or any data collected, used, or generated by the Aquaji Services, except through the functionalities made available to Customer by Navori.
• that involves modifying, leasing, or lending the Aquaji Services and distributing copies of it.
• that involves using the Aquaji Services in high-risk activities, such as activities that can lead to risks of death, personal injury, or environmental damages.
• that involves violating Navori’s security safeguards and configurations for the Aquaji Services (including its network, servers, and related systems), including, without limitation:
  • by posting or transmitting files, data, or computer text which contain viruses, worms, Trojan horses, malicious software, or any other contaminating or destructive features.
  • by attempting to hack any security safeguards or processes in the use of the Services.
  • by attempting to access any part of the Aquaji Services (or any of their related systems, networks, servers, or other equipment) which Customer is not authorized to access.
  • by attempting to disrupt in any manner the operation of Aquaji Services, its servers or its network.
  • by manipulating identifiers in order to disguise the origin of any content transmitted on or to Aquaji Services, or the source of any content.
  • by modifying or altering the Aquaji Services in any unauthorized manner.

(collectively, the “Abuses“).

1. The Customer agrees and acknowledges that encouraging, aiding, authorizing, or attempting to breach Section 5.1 is deemed an Abuse. Customer shall be liable for Abuses committed by Internal End Users and shall cause Internal End Users to use the Services in a manner that does not result in Abuses. A breach of this Section 5 shall entitle Navori to seek, in addition to any other rights and remedies hereunder or at law, injunctive or equitable relief, and such further relief as may be proper from a court of competent jurisdiction as set forth in these Terms.

6. Confidential information

1. Confidential Information shall not include information which the Receiving Party can demonstrate: (i) is readily available to the public in the same form through no fault of the Receiving Party; (ii) did not originate from the Disclosing Party and was lawfully obtained by the Receiving Party in the same form from an independent third party without any restrictions on disclosure; or (iii) did not originate from the Disclosing Party and was in the possession of the Receiving Party in the same form prior to disclosure to the Receiving Party by the Disclosing Party.
2. The Receiving Party shall only use the Confidential Information of the Disclosing Party for the purposes set forth in these Terms, including to defend its rights and interests, and shall protect such Confidential Information with at least the same degree of care and confidentiality, but not less than a reasonable standard of care and confidentiality, which the Receiving Party utilizes for its own Confidential Information. The Receiving Party shall take commercially reasonable steps as necessary to prevent the unauthorized access and disclosure of the Disclosing Party’s Confidential Information, such as enforcing access on a need-to-know basis.
3. The Receiving Party shall only be authorized to disclose the Confidential Information of the Disclosing Party to its Affiliates, service providers, suppliers, auditors, and consultants on a need-to-know basis, such as to perform the Aquaji Services. The Receiving Party shall ensure that all such recipients are under an appropriate confidentiality obligation or undertaking, such as attorney-client privilege. The Receiving Party shall also be allowed to disclose Confidential Information if approved in writing by the Disclosing Party.
4. The Receiving Party shall be authorized to disclose Confidential Information if required by Applicable Laws, or by the administration thereof, including through warrants and subpoenas. In the event, such disclosure is required, and if permitted by Applicable Laws, the Receiving Party shall advise the Disclosing Party prior to making such disclosure and give the Disclosing Party a reasonable chance to contest the requested legal disclosure, unless such delay would put the Receiving Party in breach of Applicable Laws. In many cases, the Receiving Party shall not disclose more Confidential Information than it is required to do under Applicable Laws, or the administration thereof.
5. Upon termination of these Terms for any reasons whatsoever, the Receiving Party shall, at the Disclosing Party’s request and choice, (i) return the Confidential Information without undue delay and/or (ii) securely destroy the Confidential Information without undue delay, and in accordance with industry’s best standards. Upon request, the Receiving Party shall confirm in writing that the Confidential Information has been returned and/or deleted. Notwithstanding the foregoing, the Receiving Party is authorized to keep a copy of the Confidential Information as required for business continuity purposes, pursuant to internal retention schedules, and for legal, auditing, or financial reasons.

7. Personal information

1. Navori’s Data Processing Agreement applies to Personal Information subject to the GDPR and shall have precedence over the remaining parts of the Terms in case of conflict between their respective terms. The Data Processing Agreement is deemed part of and included in these Terms, if applicable.
2. Customer represents and warrants that it complies with all Applicable Laws to the collection, use, and disclosure of Personal Information and that its use of the Aquaji Services is in accordance with Applicable Laws and these Terms. Customer is solely responsible for (a) ensuring that it has implemented adequate transparency notices and that it has a lawful basis for the collection, use, and disclosure of Personal Information, including informed and compliant consent, if applicable; (b) for assessing Applicable Laws to ensure that the Aquaji Services are appropriate for the use intended by Customer, including in the context of an employee-employer relationship, and (c) for responding to individual rights requests from End Users, except if such requests are lodged directly with Navori and Navori is legally required to respond to the request. The Parties agree to collaborate in good faith to respond to individual rights requests in a timely manner and in accordance with Applicable Laws.
3. Navori shall only collect, use and disclose the Personal Information to perform the Aquaji Services or to comply with Applicable Laws, the whole as set forth in Navori’s Aquaji Privacy Policy. For the avoidance of doubts, Navori shall not sell Personal Information to third parties, including data brokers or otherwise.
4. Each Party agrees and understands that amendments to this MSA may be required to comply with legislative changes regarding Personal Information. The Parties agree to negotiate in good faith any amendment to this MSA as required to comply with Applicable Laws to Personal Information.

8. Information security

1. Taking into account factors such as the nature, scope, context, and purpose of the use, collection, and disclosure of the Customer Data, as well as the risks inherent to such use, collection, and disclosure, including to the rights and freedoms of individuals, Navori shall implement appropriate administrative and technical safeguards to ensure a level of security appropriate to the risks to Customer Data.
2. Each Party shall notify the other Party without undue delay upon becoming aware of a Security Breach. This notification shall minimally include (i) a description of the nature of the Security Breach, including, where possible, the categories and an approximate number of individuals concerned, and the categories and an approximate number of Customer Data records concerned; (ii) a description of the likely consequences of the Security Breach; and (iii) a description of the measures taken or proposed to be taken to address the Security Breach, including, where appropriate, measures to mitigate possible adverse effects. To the extent that such information is not available at the time of the initial notification, the Party which suffered the Security Breach shall follow up as the information becomes available, to complete its full disclosure without undue delay.

9. Fees, payments & billing

1. This Section 9 does not apply if you are using the Aquaji Services as a result of an Activation Code provided by a Reseller. Any financial obligations are set forth in the reseller agreement. You agree to pay for the fees and taxes set forth in the Order Form (the “Fees“). Unless the Order Form states otherwise, the Fees are paid in advance for the Subscription Term. At the end of the Initial Term, the Customer can purchase additional Subscription Terms at the then-current prices. The Fees are due immediately if paid online by credit card, or within thirty (30) days of the invoice date, whichever is applicable. Except as set forth in these Terms, the Fees are non-cancellable and non-reimbursable.
2. If the Fees have not been paid in full within thirty (30) days of the invoice date, Customer agrees to pay interests corresponding to one and a half percent (1.5%) monthly or eighteen percent (18%) annually for any late Fees, and until such Fees are paid and received in full by Navori together with all interest accrued. If the Fees are more than thirty (30) days late from the invoice date, Navori may suspend the provision of the Aquaji Services until all Fees are received in full. If the Fees are not paid within ninety (90) days, Customer shall also be responsible for any reasonable fees related to the collection of late Fees, including, without limitation, reasonable attorney and accounting fees. The foregoing shall not apply to Fees that are disputed in good faith.
3. Upon reasonable notice to Customer, Navori shall have to audit Customer’s compliance with these Terms, including validating that Customer has one Aquaji Software License per Authorized Endpoint. If an audit demonstrates any underpayment, the Customer agrees to pay for such Fees within thirty (30) days of the corresponding invoice’s date.

10. Representations and warranties

1. Each Party represents and warrants to the other that: (i) it has the full power and legal authority to enter into these Terms and perform its obligations hereunder and the consent of a third party is not necessary for these Terms to be binding on the Parties; (ii) is licensed to operate its business in the manner contemplated herein, and (ii) the Administrator is duly authorized to execute these Terms on behalf of an entity is duly authorized to bind such entity. Customer represents and warrants that the individual or person who is entering into these Terms on its behalf is authorized to do so.
2. Navori represents and warrants that (i) the Aquaji Services will be performed in a professional and workmanlike manner, (ii) the Aquaji Software will in all material respects comply with the Documentation, and (iii) to the best of its knowledge, the Aquaji Software shall not infringe on third party’s Intellectual Property. Customer agrees and understands that Customer’s only remedy in case of a violation of these representations and warranties shall be, at Navori’s reasonable choice, to (a) obtain the rights for Customer to use the infringing parts of the Aquaji Software; (b) correct the infringing part of the Aquaji Software, including by replacing or modifying the infringing part of the Aquaji Software with a substantially similar alternative or (c) terminate the Order Form upon written notice and reimburse Customer for the Fees paid after this termination date, in the proportion of the remaining months in the Subscription Term.
3. Customer represents and warrants that (i) it has obtained all necessary third-party permissions, licenses, and consents to allow Navori to deliver the Aquaji Services in accordance with the Terms; (ii) Customer’s use of the Aquaji Services, Data Inputs, and BI Data is in compliance with Applicable Laws and these Terms; and (iii) it has all rights, titles, and interests in the Customer Data as required to allow Navori to provide the Aquaji Services contemplated under these Terms.

11. Disclaimer

1. To the maximum extent permitted by applicable laws and except as set forth in these terms, Navori does not warrant that the Aquaji services, the BI data, or the documentation will be uninterrupted or error free; nor does it makes any warranty as to the results that may be obtained from the use of the Aquaji services. Except as provided in these terms, the Aquaji services, the BI data, the documentation, and any and all content, services, and products included in the foregoing or otherwise provided by Navori to the Customer are provided “As is”; “where is” and “as available”. The foregoing shall include any opinions and advice provided to the Customer by Navori. The Customer agrees and understands that no such information shall be interpreted as a piece of professional advice, including legal advice or otherwise.
2. To the maximum extent permitted by applicable laws and except as set forth in these terms, Navori makes no other representations, conditions, warranties, or guarantees, express or implied, including regarding the accuracy, reliability, or completeness of the content, BI data, information, decisions, or data which are derived from or results from the use of the Aquaji services, and expressly disclaims any and all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. The Customer hereby waives any legal warranty except as otherwise provided in these terms.
3. The supported third-party content (including integration partners and other Navori products and services not covered herein) provided through the Aquaji services is provided “As is”, “Where is” and “As available”.
4. To the maximum extent permitted by applicable law, the customer acknowledges that Navori is not responsible for the integrity of the customer data processed through the Aquaji services, including without limitation, its completeness, lawfulness, accuracy, validity, authorization for processing and shall not be liable for any damages arising out, directly or indirectly, in whole or in part, of such customer data.
5. The Aquaji Services include the use of algorithms referred to commonly as artificial intelligence technologies. The Customer agrees and acknowledges that:
   • the quality of the outputs (including the BI Data) resulting from predictive algorithms depends largely on the quality of the Data Inputs.
   • the algorithms analyze the Data Inputs on the attributes available in the Aquaji UI and the BI Data depends on the attributes selected or available, as they may be modified from time to time by Navori.
   • the choice of attributes and the nature, quality, and quantity of Data Inputs may carry assumptions, biases, and limitations which will affect the effectiveness, quality, representativeness, and accuracy of the BI Data.
   • the algorithms within Aquaji Services do not replace decision-making. They are intended to provide additional knowledge to support judgment by natural individuals, and not to replace judgment. Customer remains responsible for any judgments and decisions are taken as a result of the Bi Data or the Aquaji Services, and Customer agrees and acknowledges that Navori shall have no liability whatsoever for any decisions resulting from the use of the BI Data or the Aquaji Services.
   • Applicable Laws may provide for additional requirements regarding the use of artificial intelligence technologies in certain contexts or projects. Customer is solely responsible for identifying and complying with the requirements applicable to the implementation of artificial intelligence in Customer’s business processes and generally speaking, for the use of Aquaji Services.

12. Indemnification

Customer shall indemnify, hold harmless, and defend Navori, and its Affiliates, employees, directors, officers, and agents from and against any third-party claim, demand, suit, loss, damage, liability, judgment, lien, penalty, fine, cost and expense (including attorney’s fees), directly or indirectly, arising out of, related to, in connection with or resulting from a material breach of these Terms or Applicable Laws, including the GDPR.

13. Limitation of liability

1. To the maximum extent permitted by applicable laws, and notwithstanding anything to the contrary, neither party will be liable to the other party or its affiliates, employees, subcontractors, directors, employees, or agents for any loss of profits, special, indirect, incidental, consequential or exemplary damages, in connection with this terms, including the performance of the services, even if it is aware of the possibility of the occurrence of such damages.
2. Except with respect to the indemnification obligations set forth under section 11.5, to the maximum extent permitted by applicable laws, and notwithstanding anything to the contrary, the total liability of either party to the other party for any damages arising out of or related to these terms, including the use of the Aquaji services, whether arising by statute, contract tort or otherwise, will not exceed the fees paid (and not otherwise refunded to) customer under the order form during the twelve (12) months period preceding the event which gave rise to such claim.

14. Term and termination

1. The term of these Terms of Services begins on the Effective Date and continues for as long as an Order Form is active, after which, it ends automatically at the end of thirty (30) delays (the “Term“). Each Order form contains the Subscription Term for the Aquaji Software Licenses. The initial Subscription Term shall be of twelve (12) months for each Aquaji Software License (the “Initial Subscription Term“). The Initial Subscription Term can be renewed by the Customer for the length of time desired from the Admin Console, each a new Subscription Term. The Subscription Term does not renew automatically, and the Fees are not refundable or cancellable once an Order Form has been placed unless indicated otherwise in these Terms. Customer hereby expressly waives Articles 2125 and 2129 of the Civil Code of Québec. Navori may terminate an Order Form without cause upon written notice of at least sixty (60) days to Customer, in which case, Navori shall refund to Customer the prorated portion of any prepaid Fees applicable for the remaining of the Subscription Term after the termination date.
2. Either Party may terminate an Order Form r for cause (a) upon a ten (10) days prior written notice of a material breach of these Terms to the other Party, if such breach remains uncured at the expiration of this delay; (b) immediately upon written notice to the other Party if this other Party becomes the subject of a petition in bankruptcy or any other proceeding(s) relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. If the termination is caused by Navori’s fault, Navori shall refund to Customer the prorated portion of any prepaid Fees applicable for the remaining Subscription Term after the termination date.
3. Upon the termination of an Order Form for any reasons whatsoever, (a) all access rights and licenses relating to the concerned Order Form will be terminated, except that Customer shall have a maximum of thirty (30) days from the termination date to download or extract the BI Data; (b) Customer shall securely delete any copies of the Aquaji Software on the Authorized Endpoint or elsewhere, in accordance with industry’s standards regarding media sanitization, and certify in writing that the Aquaji Software has been securely deleted.

15. Force majeure event

1. A force majeure event shall mean circumstances beyond the reasonable control of Navori that cannot be reasonably foreseen and is not caused by the negligence of Navori, including, but not limited to, an act of God, fire, flood, storm, epidemic, pandemic, revolution, the act of terrorism, electric or network failure, riot or civil commotion (but excluding strikes and industrial disputes of a third party) (a “Force Majeure“).
2. Navori shall not be liable to Customer for failure (whether partial or total) or delay in fulfilling an obligation under this Terms if said failure or delay is attributable to a Force Majeure, provided that Navori:
   • promptly notify Customer in writing of the Force Majeure upon which it intends to rely to excuse its performance.
   • promptly resumes performance after the Force Majeure ceases, if possible; and
   • takes all reasonable steps to mitigate damages to Customers resulting from non-performance.
3. Customer shall pay to Navori (i) any Fees owed and payable to Navori under these Terms which are unpaid as of the notice of Force Majeure; (ii) any other Fees, costs, and expenses incurred prior to the notice of Force Majeure or which cannot be canceled by Navori in relation to these Terms, even if such Fees have not yet been paid by Navori including, but not limited to, travel expenses, supplier costs, equipment and fees, and penalties.
4. The Subscription Term shall be extended by the amount of time required for the Force Majeure to be resolved. If the Force Majeure lasts two (2) weeks, the Subscription Term will be extended by two (2) weeks. Upon the end of the Force Majeure, the Fees agreed upon will continue to be applicable until the end of the extended Subscription Term.

16. Notices

1. Notices may be sent by e-mail or by courier or mail, in all cases with evidence of delivery (either a signature or a delivery receipt), at the following contact details, which the Parties may amend from time to time by notice. Customer: All notices by Navori to Customer are sent to the e-mail address for the current Administrator.
   If to Navori Inc:
   Navori Inc
   1000 Sherbrooke West # 710, Montreal, H3A 3G4 Canada
   Attn: General Counsel With a copy to legalnotice@navori.com
   If to Navori SA:
   Navori SA
   Avenue Mon-Repos 22, CH-1005 Lausanne Switzerland
   Attn: General Counsel With a copy to legalnotice@navori.com
2. Notices are deemed received upon evidence of delivery if sent by e-mail, courier, or mail with evidence of delivery. If no evidence of delivery is applicable, the notices are deemed received three (3) days from the days they are sent by mail, and the next business day by e-mail or courier.

17. Export control

1. All Customer’s rights and obligations under these Terms are subject to all applicable export laws, including without limitation, Canadian, Swiss, and United States Government laws and regulations relating to exports and re-exports including, but not limited to, in Canada, the Defence Production Act, the Controlled Goods Regulations and the Export and Import Permits Act, and, in the U.S., the U.S. Department of Commerce Export Administration Regulations and all administrative acts of the U.S. Government thereunder. In the event the Aquaji Software, including any technical information (the “Technology“) is exported or re-exported by Customer, Customer shall ensure that such export/re-export of the Technology complies with all Applicable Laws.
2. Customer represents and warrants that: (a) neither it nor any of its Affiliates will export, re-export, distribute or otherwise transfer or re-transfer the Technology, directly or indirectly, separately or as part of a system: (i) for an end-use that is directly or indirectly related to the research, development or production of chemical, biological or nuclear weapons or any missile programs for such weapons, or that otherwise disrupt international peace or is contrary to any restrictions on end users under applicable law; or (ii) to any country for which the competent authorities require an export license, other governmental approval or letter of assurance, without first obtaining such license, approval or letter. This includes any country on Canada’s Area Control List or subject to the Canadian Economic Sanctions; and, (b) (i) no relevant agency has suspended, revoked, or denied Customer’s export and/or import privileges; (ii) Customer is not located in or under the control of a national or resident of, a jurisdiction where this transaction is prohibited; and (iii) Customer shall not, in any manner whatsoever, remove, convey, export, re-export, import or transfer or re-transfer the Technology from or to Customer’s jurisdiction in violation of the Applicable Laws.

18. Miscellaneous

1. Navori reserves the right to modify these Terms at any time by Navori upon written notice. However, any such modification to these Terms will only apply to new purchases, including new Aquaji Software Licenses. The Customer agrees and understands that Navori may modify the Aquaji Services from time to time, at its sole discretion. These Terms describe the entire understanding and agreement of the Parties and supersede all oral and written agreements or understandings between them related to its subject matter.
2. The waiver of a breach of any provision of these Terms will not operate or be interpreted as a waiver of any other or subsequent breach. If any part of these Terms is held to be invalid or unenforceable, that part will be severed, and the rest of the Terms will remain in force.
3. The Parties are independent contractors, and these Terms do not create any agency, partnership, joint venture, employee-employer, or franchisor-franchisee relationship between them.
4. Except to an Affiliate in the context of a bona fide corporate reorganization, neither Party may assign these Terms or any obligations hereunder without the other Party’s written consent, which may not be unreasonably withheld. Notwithstanding the foregoing, Navori shall have the right to assign any of its rights and obligations under these Terms, in whole or in part, as part of the sale of all or substantially all its assets that relate to these Terms. These Terms shall be binding on permitted assigned and successor. Any attempted assignment in violation of these Terms will be void.
5. The Parties acknowledge that they have required these Terms and all related documents to be prepared in English only. Les Parties reconnaissent avoir demandé que le présent contrat ainsi que tous documents qui s’y rattachent soient rédigés uniquement en langue anglaise.
6. These Terms, including their interpretation and effect, are governed by the laws applicable (a) in the Province of Québec, Canada, if the Navori Contracting Entity is Navori, Inc. or (b) if the Navori Contracting Entity is Navori SA, these Terms shall be governed by and construed as an instrument under seal in accordance with the Federal laws of Switzerland, in both cases without regard to its conflict of law provisions. Both Parties hereby agree to submit to the exclusive jurisdiction of the courts located (a) in the judicial district of Quebec, Québec, if the Navori Contracting Entity is Navori, Inc or (b) in Lausanne, Switzerland, if the Navori Contracting Entity is Navori SA, in respect to any claim, proceeding or action relating to or otherwise arising out of this Terms or the Services howsoever arising.

Exhibit 1 – definitions

“ABUSES” has the meaning set forth under section 5.1;

“ACTIVATION CODE” means the code provided by the reseller or by Navori to the customer to activate an Aquaji software license, for which the terms are found in these terms.

“ADMIN CONSOLE” means a part of the Aquaji UI which is only accessible to an administrator and which allows such an administrator to grant, suspend or add end users.

“ADMINISTRATOR” means an internal end user who is provided access to the admin console by the customer and who is authorized to bind the customer.

“AFFILIATE” is an entity that controls, is controlled by or shares common control with a party, where such control arises from either (a) a direct or indirect ownership interest of more than fifty percent (50%), or (b) the power to direct or cause the direction of the management and policies, whether through the ownership of voting stock by contract, or otherwise;

“AGGREGATED DATA” means anonymized data that has been combined with other data as part of a dataset that is not specific to the customer’s activities and which does not allow for the direct or indirect identification of the customer;

“ANONYMIZED DATA” means any data which no longer relates to an identified or identifiable natural person and which is de-identified in accordance with industry standards. for the avoidance of doubt, anonymized data shall not include any personal information;

“APPLICABLE LAWS” means any applicable domestic or foreign law, rule, regulation, order, or other action, decree, or requirement in force at any time during the term which governs or regulates a party and the provision of the Aquaji services;

“AQUAJI UI” means the web application or interface which allows end users to connect to the Aquaji software to visualize the BI data. The Aquaji UI includes the admin console.

“AQUAJI SERVICES” means the Aquaji software and the related services, such as the technical support, maintenance, and hosting, where applicable, of the Aquaji software.

“AQUAJI SOFTWARE” means the Aquaji UI, edge, APIs and technologies which are licensed to customers pursuant to these terms, for the authorized endpoints. the Aquaji software can be hosted by Navori or by a customer.

“AQUAJI SOFTWARE LICENCE” has the meaning set forth under section 3.1.

“AUTHORIZED ENDPOINT” means the camera or video equipment from which the data inputs are collected, and for which an Aquaji software license has been obtained.

“AUTHORIZED RESELLER” means a reseller who is duly authorized by Navori to distribute the Aquaji software licenses for the authorized endpoints.

“BI DATA” means the analytical and business intelligence outputs from the Aquaji software which results from the processing of the data inputs based on attributes and factors, and which is accessible from the Aquaji UI.

“CONFIDENTIAL INFORMATION” means any and all information of a party (the “Disclosing Party“) which has or will come into the possession of the other party (the “Receiving Party“) concerning the business, properties, affairs or finances of the disclosing party, or of any person, firm, cooperation or other entity which the disclosing party is under an obligation to keep confidential, including trade secrets, source code, algorithms, lists of customers, vendors, suppliers, agents and site visitors, business studies and analyses, specifications and uses of products and services; product research, sales, marketing and strategic plans and forecasts; product and availability information and any and all proposals, notes, projections, memoranda, reports, lists and records, whether written, printed or in digital format or otherwise, and shall include any and all other types of information which is identified by the disclosing party, either orally or in writing, as confidential at the time of disclosure to the receiving party, or which the receiving party ought to know by virtue of the circumstances in which it learned of such information, would constitute confidential information. for the avoidance of doubts, the Aquaji UI, Aquaji API, and the Aquaji services’ underlying technologies, including, without limitation, the data models and algorithms, are the confidential information of Navori, and the customer data is the confidential information of the customer.

“CUSTOMER DATA” means (a) Personal information; (b) Anonymized data and bi data; (c) Customer’s confidential information, and (d) Data inputs. customer data excludes aggregated data and usage data;

“CUSTOMER SUGGESTIONS” has the meaning set forth under section 4.2;

“DATA INPUTS” means the information and data collected through the authorized endpoint and ingested into the Aquaji software for analysis.

“DATA PROCESSING ADDENDUM” has the meaning set forth under section 7.1.

“DOCUMENTATION” means the documentation provided by Navori to customer which is officially approved by Navori as specifications and descriptions in relation to the Aquaji services;

“END USER(S)” means an employee or agent of the customer who is authorized to access the Aquaji platform by the customer and is provided with an account by the customer to use the Aquaji services.

“FEES” shall have the meaning set forth under section 9.1;

“FORCE MAJEURE” shall have the meaning set forth under section 15.1;

“INTELLECTUAL PROPERTY” means any and all intellectual property, including without limitation, works, inventions (whether patentable or not), discoveries, improvements, trade secrets, know-how, scientific formulae, data, information, images, reports, results, analysis, software, models, research and development information, technical information, prototypes, specifications, patterns, drawings, algorithms, products, compositions, processes and protocols, methods, tests, devices, computer programs, trademarks and any and all proprietary rights provided under patent law, copyright law, trademark law, design patent or industrial design law, semiconductor chip or mask work law, or any other statutory provision or civil or common law principles applicable to the protection of intangible proprietary information or rights, including trade secret law, which may provide a right in any of the foregoing as well as any and all applications, registrations or other evidence of a right in any of the foregoing. for the avoidance of doubts, the Aquaji UI, Aquaji API, and the Aquaji services’ underlying technologies, including, without limitation, the data models and algorithms, are the intellectual property of Navori.

“NAVORI CONTRACTUAL ENTITY” means (a) If the customer is located in the United States, Canada, and Mexico, Navori inc., a company with a registered address at 1000 Sherbrooke west # 710, h3a 3g4 Montreal, Canada ; (b) If the customer is located elsewhere, Navori SA, a company with a registered address at Avenue Mon Repos 22 4, 1003 Lausanne, Switzerland.

“ORDER FORM” shall mean the proposal, purchase order, statement of work, procurement document, e-commerce or online forms which contain the description of the Aquaji services to be delivered to the customer, the subscription plan, the authorized endpoints, and the corresponding number of Aquaji software license, the subscription term, and any additional terms and conditions the parties include.

“PERSONAL INFORMATION” means any information that would meet the definition of “personal information” (or similar nomenclature) under applicable laws and that is processed through the Aquaji services about end-users;

“RESELLER” means an authorized reseller of the Aquaji software licenses which provides an activation code to the customer and which handles any fees and payments regarding the Aquaji software licenses directly with the customer through a distinct agreement between the reseller and the customer.

“SECURITY BREACH” means any act or omission that materially compromises the confidentiality, integrity, or availability of (a) customer data, including any unauthorized access, use, or disclosure which means requirements for notification under applicable laws, including, without limitation, the general data protection regulation (“GDPR”), and (b) confidential information, including the Aquaji software and the unpublished documentation.

“SUBSCRIPTION PLAN” means a type of subscription for the Aquaji services which includes the features identified in an order form or in the documentation. the subscription plan selected by the customer is identified in the order form.

“SUBSCRIPTION TERM” means the period of months during which the Aquaji services (including a specific Aquaji software license) are provided to customer. the subscription term begins upon the purchase of the Aquaji software license and continues for the period of months indicated in an order form. for each Aquaji software license, the initial subscription term is of twelve (12) months.

“TECHNOLOGY” shall have the meaning set forth in section 17.1;

“TERM” shall have the meaning set forth in section 14.1;

“USAGE DATA” means electronic data generated automatically through the use of the Aquaji services, such as logs collected through the Aquaji UI when hosted by NAVORI.

Exhibit 2 – maintenance and support

This Exhibit 2 describes the terms and conditions under which Navori shall provide Customer with maintenance and support services for Aquaji Services.

1. Definitions

“Critical Defect” shall mean a defect that renders the Aquaji Software inoperable and which critically impacts the operation of the Aquaji Software. Critical Defects must be reproducible by Navori.

“Defect” means a condition in the Aquaji Software reported to Navori that causes a release of the Aquaji Software to fail to function in compliance with the technical specifications set forth in the Documentation.

“Electronic Assistance” means assistance to Customers provided through Navori’s support ticketing system.

“Minor Defect” means a Defect that causes a message error or document error but does not impact the main functionalities of the licensed Software. Workarounds are generally available. Such Defects may be dealt with by Patch or by Workaround or in the next Release.

“New Releases” shall be all new releases of the Aquaji Software, excluding additional features and modules which are provided by Navori subject to additional terms, conditions, or fees to all other clients and which are not essential for the Aquaji Software to function in accordance with the technical specifications in the Documentation.

“Patch” means a temporary modification in a technical Update Release.

“Resolution” means a permanent solution to a Defect.

“Major Defect” means a Defect that makes Workarounds difficult or inefficient, causes substantial performance degradation, prevents the Customer from using the essential functionalities of the Aquaji Software of Aquaji Software, severely impacts the Aquaji Software‘s reliability or needed substantial capability is missing. Major Defects must be reproducible by Navori.

“Monthly Uptime Percentage” is calculated for a given region as the average of the availability for all 5-minute intervals in a monthly billing cycle. Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from scheduled or emergency maintenance. The Aquaji Services is considered available if the essential functionalities are accessible and usable substantially in accordance with the Documentation.

“Operating Hours” shall have the meaning set forth in Section 2.2 of this Exhibit 1.

“Services Request” shall be a request from the Customer to Navori to obtain technical support regarding an incident, which is acknowledged by Navori.

“Workaround” means a temporary solution that restores the operational capability of the Aquaji Software, without severely compromising its performance of the Aquaji Software.

2. Technical Support

1. The Customer is responsible for Level 1 support to End Users through the Admin Console, which contains functionalities for managing passwords, accesses, and the Aquaji Software Licenses. All requests which cannot be handled by the Customer can be submitted by end users through a Services Request. Upon reception of the Services Request, Navori will attempt to respond to the Services Request through Level 2 support and will escalate to Level 3 support as required.
2. Customers may submit Services Ticket on a twenty-four (24) hours basis. The technical support personnel will be available between 9 AM and 9:30 PM, local time, and as set forth in the table below (the “Operating Hours”)
   

   	Location	Local Time	Working Days	Languages
   America	Canada	GMT – 5	Monday to Friday	English and Spanish
   Europe	Switzerland	GMT + 1	Monday to Friday	English, French, German and Spanish
   Asia	India	GMT + 5:30	7 days a week	English

3. Upon reception of a Services Request, Navori will classify the Services Request based on its severity and deploy commercially reasonable efforts to respond to the Services Request within the service levels provided in the table below:
   

   Severity	Initial Response	Progress Update	Resolution objective
   Critical	4 hours during Working Days	1 Working Day	Workaround within 1 Working Day Resolution of the Defect in 3 Working Day.
   Major	1 day during Working Days	3 Working Days	Resolution of the Defect in 5 Working Days
   Minor	2 days during Working Days	6 Working Days	Resolution of the Defect in the next Release.

   The above timeframes start from the effective reproduction of the defect by Navori’s engineering team.

   During the Subscription Term, Navori will use commercially reasonable efforts to make the Aquaji Services available with a Monthly Uptime Percentage of 99.5%. The Monthly Uptime Percentage does not apply to any unavailability, suspension or termination in accordance with the Terms, or any other performance issues (a) caused by factors outside Navori’s reasonable control, including a Force Majeure, issues with access to the Internet or related problems beyond the demarcation point of the Aquaji Services, including the Authorized Endpoints and any IT equipment belonging to Customer, such as servers if hosted on-premises; (b) that results from any actions or inaction of Customer or any third party; (c) that results from Customer’s equipment, technologies, software, applications, services and integration and (d) arising from the suspension or termination of Customer’s right to use the Aquaji Services in accordance with these Terms.

4. Improvements. The Aquaji Software is provided with the included improvements which are generally made available to all clients without additional fees (the “Included Improvements“). Notwithstanding anything to the contrary, Navori reserves its rights to charge additional fees for additional functionalities or modules which are (a) not essential for the Aquaji Software to perform as intended under these
5. Terms, and (b) not essential for security purposes. For the avoidance of doubts, security patches are Included in Improvements.
6. Navori shall inform Customer as soon as they become commercially available, of the existence of New Releases of the licensed Software and deliver the Master Copy of the same to Customer if Customer is under a running order for Maintenance and Support Services.