Support Services Terms

Definitions

1.1 “Server” means the Vault hardware unit identified on the order, including Vault OS and Vault supplied software as delivered.

1.2 “Support Plan” means the Vault Concierge or Vault Command plan selected on the order, as described in Exhibit A and in the plan description in effect on the order date.

1.3 “Update Package” means a bundle of operating system, software, model or security updates assembled and tested by Vault and delivered to Customer on the cadence stated for the applicable Support Plan.

1.4 “Covered Component” means a hardware component originally supplied by Vault as part of the Server and not subsequently altered, replaced or serviced by anyone other than Vault or a technician approved by Vault in writing.

1.5 “Response Target” means the period within which Vault will use commercially reasonable efforts to provide an initial substantive response to a support request. Response Targets are internal objectives and are expressly not guarantees, warranties, or service level commitments carrying credits or remedies.

1.6 “Customer Data” means data, content, documents and model outputs residing on or generated by the Server. Customer Data remains on Customer’s premises and under Customer’s control at all times.

1.7 “Support Period” means the twelve month term of the Support Plan beginning on the Activation Date, and each renewal term.

1.8 “Activation Date” means the date the Server is delivered and made operational, or the date ten business days after delivery, whichever occurs first.

Scope of services

2.1 Services provided. Vault will provide the services described in the plan description for the Support Plan purchased, during the Support Period, in exchange for the fees stated on the order. The plan description in effect on the order date governs the scope of services for that Support Period.

2.2 Modification of scope. Vault may modify, improve, substitute or discontinue individual service elements, provided that Vault will not materially reduce the overall scope of the Support Plan during a Support Period. Vault may change the plan description for subsequent Support Periods on notice under Section 4.4. Service delivery methods, tooling, cadence timing and personnel assignments may change at Vault’s discretion.

2.3 Commercially reasonable efforts. All services are provided on a commercially reasonable efforts basis. Vault does not warrant that any issue will be resolved, that any Update Package will produce any particular result, that the Server will operate without interruption or error, or that any specific model, capability or performance level will be available or maintained.

2.4 Remote assistance. Any remote assistance is initiated, supervised and terminated by Customer. Vault does not maintain persistent remote access to the Server and does not monitor the Server continuously. Customer acknowledges that a network isolated deployment cannot be remotely monitored and that proactive review is performed on a scheduled basis only.

2.5a Remote delivery. All services are delivered remotely, including onboarding, training, configuration support, advisory sessions and troubleshooting. Vault does not provide on site services, with the sole exception of hardware technician dispatch under Vault Command as described in Section 8.6, which is provided at Vault’s discretion where remote guided replacement is not practical.

2.5 Authorized requesters. Customer will designate the number of authorized requesters permitted under its Support Plan. Vault may decline requests from persons who are not authorized requesters.

2.6 Reasonable use. Service elements described as unlimited or as available on request are subject to reasonable use. Vault may decline or rate limit requests that are excessive, repetitive, outside the scope of the Support Plan, or that in Vault’s judgment constitute a request for custom development or staff augmentation.

Term, renewal and termination

3.1 Initial term. The initial Support Period is twelve months from the Activation Date unless a different term is stated on the order.

3.2 Renewal. The Agreement does not renew automatically and contains no evergreen term. Vault will provide Customer with a renewal notice and quotation at least sixty days before the end of the current Support Period. To continue coverage without interruption, Customer must affirmatively accept the renewal by executing a renewal order or paying the renewal invoice on or before the last day of the current Support Period. If Customer does not do so, coverage ends automatically at the end of the Support Period without further notice and Section 3.6 applies.

3.3 Termination by Customer for convenience. Customer may terminate a Support Period on thirty days written notice. Fees for a terminated Support Period are non refundable and any unpaid balance for the then current Support Period becomes immediately due. Prepaid amounts are not refunded on a pro rata basis.

3.4 Termination by Vault. Vault may terminate or suspend services immediately on written notice if Customer fails to pay any amount when due and does not cure within ten days of notice, breaches Section 6, breaches Section 12 or Section 13, or if Vault reasonably determines that continued performance would create a risk of harm, legal exposure, or violation of applicable law or export control. Vault may also terminate at the end of any Support Period on thirty days notice.

3.5 Effect of termination. On termination, Vault’s obligation to provide services ends, all outstanding fees become immediately due, and Customer’s access to future Update Packages, support channels, advisory hours and hardware coverage ceases. Customer retains the Server, all Customer Data and all Update Packages already installed. Sections 5, 6, 9, 10, 11, 12, 13, 14, 15, 16, 17, 19, 20 and 21 survive termination.

3.6 Lapse and reinstatement. If a Support Period lapses, reinstatement is at Vault’s discretion and may require payment of past fees, a reinstatement fee, and a hardware and configuration inspection at Customer’s expense. Vault has no obligation to provide accumulated Update Packages for a lapsed period.

Fees and payment

4.1 Fees and invoicing. Support fees are stated on the order and are billed annually in advance. The first Support Period is invoiced with the balance due for the Server. Onboarding fees are one time and are invoiced with the first Support Period.

4.2 Payment terms. Amounts are due on receipt unless the order states otherwise, and are payable in U.S. dollars by the method stated on the order. Customer authorizes Vault to charge the payment method on file for amounts due under an order Customer has executed or an invoice Customer has accepted. Customer will keep a valid payment method or billing contact on file for the duration of the Agreement.

4.3 Late payment and suspension. Amounts not paid when due accrue interest at the lesser of one and one half percent per month or the maximum rate permitted by law, and Customer will reimburse Vault’s reasonable costs of collection, including attorneys’ fees. Vault may suspend all or part of the services, including delivery of Update Packages and hardware coverage, while any amount is overdue. Suspension does not extend the Support Period or reduce fees.

4.4 Price changes. Vault may change the list price for any Support Plan at any time. A price change takes effect only at the start of a new Support Period and will be stated in the renewal quotation provided under Section 3.2. Customer’s remedy for a price change is to decline to renew.

4.5 Non refundable. Except where expressly stated, all fees are non refundable and are not contingent on Customer’s use of the services, on the number of requests submitted, or on Customer’s consumption of included advisory hours.

4.6 Taxes. Fees are exclusive of all taxes, duties, tariffs and levies. Customer is responsible for all such amounts other than taxes on Vault’s net income. Customer will provide a valid exemption certificate where applicable.

4.7 No offset. Customer will pay all amounts without setoff, deduction, counterclaim or withholding of any kind.

Customer responsibilities

Customer’s performance of the following is a condition of Vault’s obligations. Vault is excused from any failure or delay in performance caused by Customer’s failure to meet these responsibilities, and time spent addressing such failures may be deducted from included advisory hours.

• Provide a suitable operating environment for the Server, including power, cooling, physical security and network conditions within Vault’s stated specifications, and notify Vault before relocating the Server.
• Designate and maintain a primary administrative contact and the authorized requesters permitted under the Support Plan, and keep contact and billing information current.
• Install or permit installation of Update Packages within a reasonable period after delivery. Vault has no obligation to support a configuration more than two Update Packages behind current, and Customer accepts all risk arising from a deferred update.
• Design, implement, operate, test and maintain its own backup, archiving and disaster recovery arrangements for all data on the Server. Vault does not provide, hold, verify or restore backups, and Customer acknowledges that Vault has no ability to recover Customer Data.
• Provide Vault with timely access, information, cooperation and, where required, on site access and a safe working environment sufficient for Vault to perform the services.
• Operate the Server in accordance with the documentation and applicable law, and not modify, open, relocate, reverse engineer, or permit servicing of the Server by anyone other than Vault or a technician approved by Vault in writing.
• Retain sole responsibility for its own regulatory compliance, data governance, security controls, user access decisions, and the review and use of all model outputs.
• Ensure that any data placed on the Server may lawfully be processed there, and obtain all necessary consents and authorizations.

Exclusions from service

The following are outside the scope of every Support Plan. Vault may agree to perform excluded work under a separate written statement of work at its then current rates.

• Third party hardware, software, networks, infrastructure, cloud services or endpoints not supplied by Vault, and any issue arising from them.
• Damage, defect or failure caused by misuse, abuse, neglect, accident, unauthorized modification or repair, relocation, transportation, electrical surge or failure, liquid, fire, pest, natural event, or operation outside stated environmental or electrical specifications.
• Consumable items, cosmetic damage, and normal wear that does not affect function.
• Backup, archiving, disaster recovery, data migration and restoration of data of any kind, and any loss of or inability to recover Customer Data.
• On site services of any kind, other than hardware technician dispatch under Section 8.6.
• Custom application development, sustained integration engineering, data migration, and work exceeding the included advisory hours.
• Legal, regulatory, accounting, tax or compliance advice; compliance certification or audit opinion; participation in, preparation for, or response to any audit, examination or regulatory assessment; and any attestation that Customer is compliant with any framework.
• Staff augmentation, operation of Customer’s day to day workflows, and review of model outputs.
• Any matter arising from Customer’s breach of Section 5, or from a configuration more than two Update Packages behind current.

Response targets

7.1 Targets only. Response Targets stated in the plan description are objectives measured during the applicable coverage window. They are not guarantees, do not constitute a service level agreement, and do not entitle Customer to credits, refunds, liquidated damages or termination rights.

7.2 No uptime commitment. Vault makes no representation or warranty regarding Server uptime, availability, throughput or performance, and provides no availability guarantee of any kind. Customers requiring continuous availability are advised to deploy redundant Servers, which Customer acknowledges is the appropriate architecture for that requirement.

7.3 Measurement. Vault’s records are the sole basis for determining whether a Response Target was met.

Hardware coverage

8.1 Covered items. Vault will supply replacement parts for a Covered Component that fails in normal operation during the Support Period, by advance or cross ship replacement as stated in the Support Plan. Replacement items may be new or functionally equivalent refurbished or reconditioned items, at Vault’s option, and become Customer’s property; the replaced item becomes Vault’s property.

8.2 Return obligation. Customer will return the replaced item within fifteen days of receiving the replacement, in the packaging provided. If Customer fails to return the item, Vault may invoice Customer the full list price of the replacement, which becomes immediately due.

8.3 No spare on site. Hardware coverage is delivered by advance replacement. Vault does not maintain a spare unit at Customer’s site and does not guarantee any repair, replacement or restoration timeframe. Availability of components is subject to supply conditions outside Vault’s control.

8.4 Exclusions. Coverage does not extend to any item excluded under Section 6, to any component altered or serviced other than by Vault or an approved technician, or to any failure Vault reasonably determines was caused by Customer or by a third party product or condition.

8.5 Diagnosis. Vault determines whether a failure falls within coverage. If Vault determines that a reported failure is not covered, Vault may invoice Customer for diagnosis, parts and labor at its then current rates.

8.6 Technician dispatch (Vault Command only). Where a Covered Component fails and Vault determines that remote guided replacement is not practical, Vault will dispatch a technician to Customer’s site to perform the replacement, for Customers on the Vault Command plan only. Dispatch is at Vault’s discretion, subject to technician availability and reasonable scheduling, and Vault provides no arrival or completion timeframe. Customers on the Vault Concierge plan perform replacement themselves with a Vault engineer guiding the process remotely. No other service is provided on site under either plan.

Software, models and third party components

9.1 License. Vault OS, Vault supplied software, Update Packages and Vault provided configurations, agents and prompts are licensed, not sold. Customer receives a non exclusive, non transferable, non sublicensable license to use them solely on the Server and solely for Customer’s internal business purposes during the Support Period and thereafter for versions already installed.

9.2 Restrictions. Customer will not copy, distribute, sublicense, resell, host for third parties, reverse engineer, decompile, benchmark for publication, or use Vault software or Update Packages to develop a competing product. Customer will not remove or obscure proprietary notices.

9.3 Third party and open source components. Update Packages may include third party and open weight model components licensed by their respective owners. Those components are provided subject to their own license terms, and Vault provides no warranty or indemnity in respect of them. Vault does not warrant that any specific third party model will remain available, permitted or supported.

9.4 Model outputs. Model outputs may be inaccurate, incomplete, biased or otherwise unsuitable. Customer is solely responsible for reviewing outputs before relying on them and for all decisions and actions taken in reliance on them. Vault has no liability arising from model outputs or from Customer’s use of them.

Compliance — allocation of responsibility

10.1 Configuration support only. Vault provides documentation describing how the Server is configured, including architecture, data flow, access roles and configuration change history. Customer may use these materials within its own internal programs. Vault does not administer Customer’s compliance program, does not act as Customer’s compliance advisor, does not provide audit support, does not participate in or prepare Customer for any audit, examination or assessment, and does not certify, audit or attest to Customer’s compliance with any legal or regulatory framework.

10.2 No compliance representation. Vault makes no representation, warranty or guarantee that any product, service, configuration or Update Package will cause Customer to be compliant with any law, rule, regulation or framework, or that it will prevent, detect or eliminate any security incident, data breach, unauthorized access, data loss, penalty, fine or enforcement action. Customer acknowledges that compliance depends on Customer’s own policies, personnel, physical security, other systems and operational practices, all of which are outside Vault’s control.

10.3 Customer sole responsibility. Customer is solely responsible for determining whether the Server and the services meet Customer’s legal and regulatory obligations, for its own risk assessments, and for all notifications and remediation arising from any incident affecting Customer Data.

10.4 Regulated data; no business associate agreement. Vault does not enter into business associate agreements and does not act as a business associate under HIPAA or in any comparable capacity under similar law. The services are structured so that Vault does not create, receive, maintain or transmit protected health information on Customer’s behalf: Customer Data remains on Customer’s premises, Vault maintains no persistent access to the Server, and any remote assistance is initiated and supervised by Customer. Customer is solely responsible for determining whether its use of the Server satisfies its obligations under HIPAA and any other framework applicable to its data, and for implementing controls that prevent regulated data from being disclosed to Vault, including during any remote assistance or on site session. Customer will not condition performance, payment or renewal on Vault executing a business associate agreement, a data processing agreement imposing processor obligations, or any similar instrument, and no such instrument is binding on Vault unless signed by an authorized officer of Vault.

Confidentiality

11.1 Obligation. Each party will protect the other’s confidential information with at least reasonable care and will use it only to perform under the Agreement. Confidential information does not include information that is public, independently developed, or rightfully received from a third party without restriction.

11.2 Vault materials. Plan descriptions, pricing not published by Vault, technical documentation, configurations, and Vault’s methods and know how are Vault confidential information. Customer will not disclose them to any competitor of Vault.

11.3 Compelled disclosure. A party may disclose confidential information where legally compelled, after giving reasonable advance notice where lawful.

Customer data and access

12.1 On premises. Customer Data remains on the Server, on Customer’s premises, under Customer’s control. Vault does not require, and the Support Plans do not include, transmission of Customer Data to Vault.

12.2 Incidental access. In the course of providing support, Vault personnel may incidentally observe Customer Data. Vault will treat it as Customer confidential information and will not retain it except as strictly necessary to perform the services.

12.3 Diagnostic information. Customer grants Vault the right to collect and use configuration, log, telemetry and diagnostic information provided by Customer, and aggregated or de identified information derived from it, to provide, maintain and improve Vault products and services.

12.4 Customer responsibility for data. Customer is solely responsible for the accuracy, legality, retention, backup and recovery of Customer Data and for all access granted to its own users. Vault does not receive, hold, copy, back up, archive or restore Customer Data, provides no backup or disaster recovery service under any plan, and has no ability to recover Customer Data in any circumstance.

Intellectual property

13.1 Vault ownership. Vault retains all right, title and interest in Vault OS, Vault software, Update Packages, documentation, tooling, methods, know how, and all improvements to any of them, including any developed or refined in the course of providing services to Customer.

13.2 Deliverables from advisory hours. Configurations, agents, prompts and workflows created by Vault during advisory hours are licensed to Customer under Section 9.1 for use on the Server. Vault retains ownership of them and of all underlying and generally applicable techniques, and remains free to use them for any purpose, including for other customers.

13.3 Feedback. Customer grants Vault a perpetual, irrevocable, royalty free, worldwide license to use any feedback, suggestion or request Customer provides, without restriction or obligation.

13.4 Customer materials. Customer retains ownership of Customer Data and Customer’s pre existing materials.

Limited warranty and disclaimer

14.1 Limited warranty. Vault warrants only that it will perform the services in a professional and workmanlike manner consistent with generally accepted industry practice. Customer’s exclusive remedy, and Vault’s entire liability, for breach of this warranty is re performance of the deficient service, or if Vault determines re performance is not commercially practicable, refund of the fees paid for the deficient service. A claim under this warranty must be made in writing within thirty days of the performance concerned.

14.2 Disclaimer. EXCEPT AS EXPRESSLY STATED IN SECTION 14.1, THE SERVICES, UPDATE PACKAGES, SOFTWARE, MODELS AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS, AND VAULT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. VAULT DOES NOT WARRANT UNINTERRUPTED OR ERROR FREE OPERATION, THAT DEFECTS WILL BE CORRECTED, THAT ANY RESULT WILL BE ACHIEVED, OR THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS.

Limitation of liability

15.1 Exclusion of indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST OR CORRUPTED DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COST OF SUBSTITUTE SERVICES, REGULATORY FINE OR PENALTY, OR COST OF BREACH NOTIFICATION OR REMEDIATION, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, VAULT’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT, THE SERVICES, OR THE SERVER, FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, WILL NOT EXCEED THE TOTAL SUPPORT FEES ACTUALLY PAID BY CUSTOMER TO VAULT UNDER THE AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

15.3 Data loss. VAULT WILL HAVE NO LIABILITY FOR ANY LOSS, CORRUPTION OR INABILITY TO RECOVER DATA. CUSTOMER IS SOLELY RESPONSIBLE FOR MAINTAINING BACKUPS SUFFICIENT FOR ITS REQUIREMENTS.

15.4 Basis of the bargain. The limitations in this Section 15 and the disclaimers in Section 14 are fundamental elements of the basis of the bargain, apply even if a limited remedy fails of its essential purpose, and reflect an allocation of risk that is reflected in the fees. Customer acknowledges that Vault would not provide the services at the stated fees without them.

15.5 Time limit on claims. Any claim arising out of or relating to the Agreement must be brought within twelve months after the cause of action accrues, or it is permanently barred, except for claims for non payment.

Indemnification

16.1 Customer indemnity. Customer will defend, indemnify and hold harmless Vault and its officers, directors, employees, contractors and suppliers from and against all claims, demands, actions, losses, liabilities, damages, fines, penalties, costs and expenses, including reasonable attorneys’ fees, arising out of or relating to: (a) Customer Data and any data placed on the Server; (b) Customer’s use of the Server, the services or any model output, and any decision or action taken in reliance on them; (c) Customer’s breach of the Agreement, including Sections 5, 6, 9, 10 and 12; (d) Customer’s violation of any law or of any third party right; (e) any regulatory inquiry, enforcement action, penalty or claim relating to Customer’s compliance obligations; and (f) any claim by Customer’s own personnel, clients, patients, students or other end users.

16.2 Vault intellectual property indemnity. Vault will defend Customer against any third party claim alleging that the Server or Vault supplied software, as delivered by Vault and used by Customer in accordance with the Agreement and the documentation, infringes that third party’s United States patent, copyright or trademark or misappropriates its trade secret, and Vault will pay damages finally awarded against Customer by a court of competent jurisdiction, or amounts in a settlement approved in writing by Vault, in respect of such a claim.

16.3 Vault remedies. If such a claim is made or in Vault’s judgment is likely to be made, Vault may at its option and expense: (a) procure for Customer the right to continue using the affected item; (b) modify or replace the affected item so that it becomes non infringing while remaining functionally equivalent in all material respects; or (c) if neither (a) nor (b) is commercially reasonable, terminate the affected services and refund the pro rata portion of prepaid support fees for the remainder of the then current Support Period. Sections 16.2 and 16.3 state Vault’s entire liability and Customer’s sole and exclusive remedy for any claim of infringement or misappropriation.

16.4 Exclusions from Vault indemnity. Vault has no obligation under Section 16.2 for any claim arising from or relating to: (a) third party, open source or open weight components, including any model not authored by Vault, which are provided under their own license terms; (b) any output generated by a model; (c) modification of the Server or software by anyone other than Vault; (d) combination or use of the Server or software with any product, data, service or process not supplied by Vault, where the claim would not have arisen but for the combination; (e) use not in accordance with the documentation or the Agreement; (f) Customer Data or materials or specifications supplied by Customer; (g) continued use after Vault notifies Customer to cease use or makes a non infringing version available; or (h) any version other than the most current version made available to Customer.

16.5 Procedure. The party seeking indemnity will give the indemnifying party prompt written notice of the claim, sole control of the defense and settlement with counsel reasonably acceptable to the other party, and reasonable cooperation at the indemnifying party’s expense. The indemnifying party will not settle any claim in a manner that imposes any non monetary obligation, admission of liability or unreimbursed payment on the other party without that party’s written consent, not to be unreasonably withheld. The indemnified party may participate at its own expense. A failure to give prompt notice relieves the indemnifying party of its obligations only to the extent it is materially prejudiced.

16.6 Cap applies. Vault’s obligations under Section 16.2 are subject to the limitations in Section 15, including the cap in Section 15.2.

Force majeure and supply conditions

17.1 Force majeure. Neither party is liable for any delay or failure in performance, other than a payment obligation, caused by an event beyond its reasonable control, including act of God, natural disaster, fire, flood, epidemic or pandemic, war, terrorism, civil unrest, labor action, government act, embargo, sanction, export control, utility or telecommunications failure, cyber attack, or carrier delay.

17.2 Component supply. Customer acknowledges that supply of graphics processors, memory and other components is subject to global market conditions, allocation, and price volatility outside Vault’s control. Any Vault statement regarding availability or lead time is an estimate only, and delay caused by supply conditions is not a breach.

Changes to these Terms

18.1 Updates. Vault may update these Terms from time to time. Updated Terms apply to a Support Period beginning on or after the date the update is posted or communicated to Customer, and Customer’s renewal or continued payment after that date constitutes acceptance. Vault will not apply a material adverse change to an in progress Support Period without Customer’s consent.

Governing law and dispute resolution

19.1 Governing law. The Agreement is governed by the laws of the State of Minnesota, excluding its conflict of laws rules and excluding the United Nations Convention on Contracts for the International Sale of Goods.

19.2 Informal resolution. Before initiating any proceeding, the parties will attempt in good faith to resolve the dispute through discussion between senior representatives for thirty days after written notice of the dispute.

19.3 Binding arbitration. Any dispute not resolved under Section 19.2 will be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Minneapolis, Minnesota, and conducted in English. Judgment on the award may be entered in any court of competent jurisdiction.

19.4 Class action waiver. EACH PARTY WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OR PRESIDE OVER ANY FORM OF REPRESENTATIVE PROCEEDING.

19.5 Jury trial waiver. TO THE EXTENT ANY MATTER PROCEEDS IN COURT, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY.

19.6 Equitable relief and venue. Either party may seek injunctive or other equitable relief to protect its confidential information or intellectual property without first complying with Sections 19.2 and 19.3. For any such proceeding, and for entry of judgment on an arbitration award, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Hennepin County, Minnesota, and waive any objection based on forum or inconvenient forum.

19.7 Fees. The prevailing party in any proceeding is entitled to recover its reasonable attorneys’ fees and costs.

General provisions

20.1 Entire agreement. The Agreement, including Exhibit A, is the entire agreement between the parties regarding support services and supersedes all prior or contemporaneous proposals, statements, marketing materials and communications. Marketing materials, value comparisons, estimates and illustrations are not representations or warranties and are not part of the Agreement.

20.2 Order of precedence. In the event of conflict, an executed addendum signed by both parties controls over these Terms as to the subject matter of that addendum, these Terms control over the plan description, and all of them control over any Customer purchase order or vendor portal terms. Any term in a Customer purchase order, invoice portal, or standard vendor agreement that differs from or adds to the Agreement is void and has no effect, notwithstanding Vault’s acknowledgment or performance.

20.3 Assignment. Customer may not assign the Agreement, in whole or in part, by operation of law or otherwise, without Vault’s prior written consent, including in connection with a change of control. Vault may assign the Agreement freely, including to an affiliate or in connection with a merger, financing, reorganization or sale of assets.

20.4 Subcontractors. Vault may use subcontractors and third party service providers to perform the services and remains responsible for their performance under the Agreement.

20.5 Notices. Notices must be in writing and are effective on delivery to the address or email on the order, or when sent by nationally recognized courier. Renewal quotations, price change notices and billing notices may be sent by email to the billing contact on file.

20.6 No third party beneficiaries. The Agreement confers no rights on any person other than the parties.

20.7 Independent contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, agency, fiduciary or employment relationship.

20.8 Severability and waiver. If any provision is held unenforceable, it will be limited or reformed to the minimum extent necessary so that the Agreement otherwise remains in full force. No waiver is effective unless in writing, and no failure to enforce is a waiver.

20.9 Compliance with law and export. Each party will comply with applicable law. Customer will not export, re export or transfer the Server, software or any Update Package in violation of applicable export control or sanctions law, and represents that it is not subject to any such restriction.

20.10 Publicity. Vault may identify Customer as a customer and use Customer’s name and logo in customer lists and marketing materials, subject to Customer’s reasonable branding guidelines. Customer may withdraw this permission on written notice.

20.11 Counterparts and electronic signature. The Agreement may be executed electronically and in counterparts, each of which is an original.

Acceptance, electronic records and acknowledgment

21.1 How Customer accepts. Customer accepts these Terms and forms a binding agreement with Vault by any of the following: checking a box or clicking a button labeled “I agree,” “Enroll,” “Place order” or similar; completing enrollment for a Support Plan through any Vault ordering page or portal; executing an order, quotation or renewal that references these Terms; issuing a purchase order for support services; paying an invoice for support services; or accepting delivery of, activating or using the services. Each of these actions has the same force and effect as a handwritten signature. No handwritten signature is required, and neither party may contest the validity or enforceability of the Agreement on the ground that it was accepted electronically.

21.2 Authority to bind. The individual accepting these Terms represents and warrants that they are at least eighteen years of age and are duly authorized to bind Customer, and that Customer is validly organized and able to enter into and perform the Agreement. Vault is entitled to rely on that representation without further inquiry. If that individual is not authorized, Customer remains bound to the extent it issues a purchase order, pays an invoice, or accepts, activates or uses the services.

21.3 Consent to electronic records and signatures. Customer consents to transact business electronically and agrees that electronic records and electronic signatures satisfy any requirement that a record be in writing, be signed, or be delivered, under the federal Electronic Signatures in Global and National Commerce Act, the Uniform Electronic Transactions Act as adopted in Minnesota, and any comparable law. Customer agrees that Vault may deliver these Terms and all related records electronically, including orders, invoices, renewal quotations, notices, disclosures and amendments, by email to the billing or administrative contact on file or by posting to a Vault portal. Customer is responsible for maintaining a current and monitored email address and for the hardware, software and internet access required to receive, view and retain electronic records, which at a minimum requires a current web browser, an email account, and the ability to open and store documents in PDF format.

21.4 Paper copies and withdrawal of consent. Customer may request a paper copy of any record at no charge by contacting Vault. Customer may withdraw its consent to receive records electronically by written notice to Vault; because the services are ordered and administered electronically, withdrawal of consent may prevent Vault from continuing to provide the services, and Vault may treat a withdrawal as a notice of non renewal effective at the end of the current Support Period.

21.5 Record of acceptance. Vault records the version of these Terms accepted, the date and time of acceptance, and the account, user identifier and email address that completed acceptance. Vault’s records constitute the authoritative record of acceptance, are admissible in any proceeding to the same extent as a signed paper record, and are conclusive evidence of the terms accepted absent manifest error. Customer will not object to the admissibility of such records on the basis that they are electronic or are not originals.

21.6 Version accepted; superseding versions. The version of these Terms accepted by Customer governs the Support Period to which it relates. A version accepted at renewal supersedes all earlier versions as to that renewal term. Vault retains prior versions and will provide a copy of the version Customer accepted on written request.

21.7 Acknowledgment of key terms. Customer acknowledges that it has read and understands these Terms; that it has had the opportunity to obtain independent legal advice; that it has not relied on any representation, estimate, value comparison, market benchmark or projection not expressly stated in the Agreement; that Response Targets are objectives and not guarantees; that no uptime, availability or performance commitment is made; that Vault does not certify Customer’s compliance with any framework, does not enter into business associate agreements, and does not guarantee prevention of any security incident, data loss or regulatory penalty; that coverage does not renew automatically and ends if not affirmatively renewed; and that the allocation of risk in Sections 14, 15 and 16 is a material part of the consideration for the fees and would be reflected in materially higher fees if altered.

21.8 Public entities. If Customer is a public school district, municipality, state agency or other public entity, the Vault Public Sector Addendum applies and, as to its subject matter, controls over these Terms. A public entity may accept by executing that Addendum together with its purchase order.

Exhibit A — support tiers and pricing

This Exhibit A is incorporated into and forms part of the Support Services Terms and Conditions. Prices are stated in U.S. dollars, are per Server, and exclude taxes.

A-1. Support plan pricing

Support fees are billed annually in advance. The monthly figure is shown for reference only; it is not an available billing frequency unless stated on the order.

A-2. One time fees

Onboarding is delivered live over video and is included at no additional charge with either Support Plan. Vault does not perform on site installation.

A-3. Included services

A-4. Notes

• The first Support Period is invoiced with the balance due for the Server. Coverage begins on the Activation Date as defined in Section 1.8.
• Prices in this Exhibit are Vault list prices in effect as of the effective date of the Terms and are subject to change under Section 4.4. A price change takes effect only at the start of a new Support Period and is stated in the renewal quotation.
• Included advisory hours are as stated. Unused hours expire at the end of each quarter under both plans, do not roll over, and are not redeemable for cash or credit.
• Service elements described as unlimited or as available on request are subject to the reasonable use provision in Section 2.6.
• Hardware coverage is delivered by advance or cross ship replacement. Vault does not maintain a spare unit at Customer’s site and provides no repair or restoration timeframe. See Section 8.
• All services are delivered remotely. The only on site service Vault provides is hardware technician dispatch under Vault Command, at Vault’s discretion, where remote guided replacement is not practical.
• Backup, disaster recovery and data restoration are not included in either plan. All data on the Server is created, stored and controlled by Customer. See Sections 6 and 12.
• This Exhibit summarizes the services. The plan description referenced in Section 1.2 provides the detailed scope. If this Exhibit and the plan description conflict, this Exhibit controls.
• Exclusions in Section 6 apply to both plans and are not restated here.