1. In no event whatsoever shall Alpine be liable for sales, use, business, gross receipts, or any other tax that may be levied by any Provincial, State or Federal Government entity against a contractor to such governmental entity other than taxes upon income earned by Alpine for the goods and/or services provided pursuant this Agreement. This exclusion of tax liability is also applicable to any goods and/or services that may be provided by Alpine under any later Order Form or amendment hereto regardless of changes in legislation or policy.

2. In the event a taxing authority conducts an audit of this Agreement and determines that an additional tax should have been imposed on the Services or Deliverables provided by Alpine to Customer (other than those taxes levied on Alpine income), Customer shall reimburse Alpine for any such additional tax, including interest and penalties thereon. Similarly, if a taxing authority determines that a refund of tax is due as it relates to the Services or Deliverables provided by Alpine to Customer (except those taxes relating to Alpine income), Alpine shall reimburse Customer such refund, including any interest paid thereon by the taxing authority.

1. Data Accuracy: Customer is responsible for ensuring all data entered into the Software is accurate, complete, and properly formatted.

a) Inaccurate or incomplete
b) entered in the wrong format
c) unnecessarily duplicated or
d) inconsistent with documented usage guidelines

a) time spent investigating data issues
b) time spent correcting data
c) support beyond standard coverage and
d) costs to restore system functionality
         Fees will be billed at the Alpine’s standard rates unless otherwise agreed.

1. Because either Party may have access to information of the other Party that the other Party considers to be confidential or proprietary (“Confidential Information”), each Party will maintain all Confidential Information in confidence and will use it solely in the discharge of its obligations under this Agreement and any applicable SOW. Nothing herein will be deemed to restrict a Party from disclosing Confidential Information to its employees and subcontractors in the discharge of such obligations. The Parties agree that any report, assessment, and/or certification of, about, regarding, relating or pertaining to Alpine’s internal security operations (i.e., SOC2 reports, etc.) provided to Customer under this Agreement shall not be disclosed to any other party without the express written consent of Alpine.

2. Confidential Information will not include information that (i) is, or becomes, generally known or available through no fault of the, recipient; (ii) is known to the recipient at the time of its receipt from the disclosing Party; (iii) the disclosing Party provides to a third party without restrictions on disclosure; (iv) is subsequently and rightfully provided to the recipient by a third party without restriction on disclosure; (v) is independently developed by the recipient, without reference to the disclosing Party’s Confidential Information; or (vi) is required to be disclosed pursuant to a governmental agency or court subpoena, provided the recipient promptly notifies the disclosing Party of such subpoena to allow it reasonable time to seek a protective order or other appropriate relief.

3. Because of the unique nature of the Confidential Information, each Party agrees that the disclosing Party may suffer irreparable harm in the event the recipient fails to comply with its obligations under this Section 2, and that monetary damages may be inadequate to compensate the disclosing Party for such breach. Accordingly, the recipient agrees that the disclosing Party may, in addition to any other remedies available to it, be entitled to injunctive relief.

4. Security and Compliance Reports. The Parties agree that any report, assessment, and/or certification of, about, regarding, relating or pertaining to Alpine’s internal security operations (including but not limited to SOC 2 reports, ISO certifications, penetration testing results, and security audit reports) provided to Customer under this Agreement shall be designated as Confidential Information and shall not be disclosed to any other party without the express written consent of Alpine, except to Customer’s auditors, regulators, or legal counsel under obligations of confidentiality.

1. Standard Contractual Clauses for international data transfers;
2. Technical and organizational security measures;
3. Sub-processor authorization and notification procedures;
4. Data subject rights assistance obligations;
5. Data breach notification procedures; and
6. Terms for data return and deletion.

1. Process Personal Data only on documented instructions from Customer;
2. Not process Personal Data if Alpine reasonably believes such processing would violate applicable laws;
3. Maintain Personal Data only for the duration required by this Agreement or as permitted under applicable law;
4. Implement appropriate technical and organizational measures to protect Personal Data.

1. ISO Certifications. Alpine shall maintain, at its cost and expense, ISO 27001 and 27701 certifications (or equivalent third-party security certification). Upon reasonable request and subject to confidentiality obligations, Alpine shall provide Customer with:

2. Data Center Certifications. Alpine shall use only third-party data centers or cloud service providers that maintain current SOC 2 Type II certification (or equivalent such as SSAE 18 or ISAE 3402). Upon reasonable request (maximum once per year), Alpine shall provide Customer with a copy of the most recent SOC 2 Type II report, which shall remain Alpine’s Confidential Information.

3. Security Scanning. Alpine shall conduct or cause to be conducted regular security assessments, including:

4. Remediation of Deficiencies. If any audit, certification review, or security scan uncovers material security deficiencies in Alpine’s provision of Services, Alpine shall implement reasonable remedies to address such deficiencies at Alpine’s expense within timeframes appropriate to the severity of the issue.

1. Right to Audit. Customer (or its authorized representatives, including auditors and legal counsel) may, upon 30 days advanced written notice and during normal business hours, inspect and audit Alpine’s compliance with this Agreement, including:

2. Audit Exclusions. The following examples are not exhaustive. Alpine may reasonably withhold any information or access it deems a security risk, or would disclose proprietary or intellectual property information, including:

3. Customer acknowledges that Alpine maintains active ISO 27001 and 27701 certifications issued by an accredited third-party auditor. Accordingly, where Alpine represents those specific controls or practices are implemented as described in its Statement of Applicability (“SoA”), Customer agrees that Alpine’s certification and corresponding third-party audit reports constitute sufficient evidence that such controls are in place and operating effectively, and no further verification shall be required.

4. Audit Cooperation. Alpine shall reasonably cooperate with any such audit and provide access to relevant records, systems (subject to security protocols), and personnel. Alpine shall only be required to provide information directly related to Customer’s use of the Services and Customer Data.

5. Audit Costs. Customer shall bear all costs of audits except where an audit reveals material non-compliance by Alpine, in which case Alpine shall reimburse Customer’s reasonable audit costs.

6. Audit Findings. If an audit reveals non-compliance, Alpine shall promptly prepare and execute a remediation plan acceptable to Customer.

I. Customer must send a change order request via E-mail to a designated point of contact at Alpine with sufficient details to identify and describe:

II. Alpine will:

III. Customer will review, execute, and return the COQ to Alpine.

IV. Alpine will review, execute, and return a fully executed copy of the COQ to Customer.

V. The COQ must be signed by a representative from both Customer and Alpine possessing the authority to enter a legally enforceable agreement on behalf of the party they represent.

VI. In the event of a conflict between the executed COQ and the previous Quote (or its equivalent), the terms of the mutually executed COQ shall control.

VII. The COQ shall not contain any legal terms or conditions; it shall only contain terms or conditions relevant to the products/services provided by Alpine, including, but not limited to: price, payment, quantity, functionality, or time to complete delivery/implementation. Any legal terms or conditions contained in any COQ which conflict with this Agreement shall be null and void, having no legal effect.

VIII. Upon receiving the mutually executed COQ, Alpine shall stop work on any milestones in-progress which are affected by the COQ, close out any such milestones, and invoice Customer for the work performed on the closed-out milestone(s).

IX. Upon receiving full payment of the invoice(s) for the closed-out milestone(s), Alpine shall commence implementation of the requested change(s).

A. Alpine grants to Customer a non-exclusive, non-transferable license to the software (Software) for the number of units specified in the purchase order (Order Form). Except as provided above, use of Software in excess of limits defined in the Order Form requires additional licensing fees. Customer’s license is to use the Software in its own business; Customer has no right to use the Software in processing work for third parties.

B. Software may be licensed on a per-seat basis, a concurrent-user basis, or other basis as described on the Order Form (License Restriction). Customer may increase the License Restriction at any time by executing a subsequent Order Form and paying in full the applicable fees.

C. If any third-party software is provided to Customer pursuant to this Agreement, such license shall be in accordance with terms set forth in the Order Form.

D. Source Code shall mean software in human-readable form, including all appropriate programmer’s comments, data files and structures, header and include files, macros, make files, object libraries, programming tools not commercially available, technical specifications, flowcharts and logic diagrams, schematics, annotations and documentation reasonably required or necessary to enable a competent independent third-party programmer to create, operate, maintain, modify and improve such software without the help of any other person, and with data files containing Source Code in standard ASCII format readable by a text editor.

E. Except as expressly authorized under this Agreement, Customer shall not (i) sell, rent, lease, timeshare, encumber, license, sublicense, transfer or assign the Software or Documentation; (ii) attempt to decompile, disassemble or reverse engineer the Software in whole or in part, or otherwise attempt to derive the Source Code of the software.

A. Alpine represents that it has the right to license the Software to Customer as provided in Section 1. Alpine further represents that the Software will conform to the description contained in the documentation provided or published by Alpine (“Documentation”) In the event the Software fails to conform to the description contained in the Documentation, Alpine’s sole obligation shall be to correct the errors as detailed in this Section. This limited warranty is in lieu of all liabilities or obligations of Alpine for damages arising out of or in connection with the delivery, use or performance of the Software. This warranty extends for a period of ninety (90) days following the date the Software is made available to Customer.

B. Alpine does not guarantee the privacy, security, authenticity, or non-corruption of any information transmitted through the internet or any mobile or wireless network, or any information stored in any system connected to the internet or to any mobile or wireless network. Alpine shall not be responsible for any claims, damages, costs, or losses whatsoever arising out of or in any way related to Customer’s connection to or use of the internet or of any mobile or wireless network.

C. Alpine will not be liable to Customer or any third-party for any claims, expenses, damages, costs, or losses whatsoever arising out of or in any way related to Customer’s use of the Software insofar as such Software may be used to store, transmit, display, disclose or otherwise use data or information which is considered private, confidential, proprietary, or otherwise exempt from public disclosure under applicable law.

D. Customer agrees to indemnify and defend Alpine against any claims made by any third parties against Alpine arising out of Customer’s use of the Software unless such claims are due to the negligence or willful misconduct of Alpine.

E. The warranty period for the Software shall extend for a period of ninety (90) days from the date of delivery of the Software, but in no event later than one (1) year from the date of execution of this Agreement. During the warranty period, in the event that the Customer encounters an error and/or malfunction whereby the Software does not conform to the description in the Documentation, Alpine sole responsibility under this Limited Warranty is as follows:

A. The license conveyed pursuant to Section 1 may be terminated by Alpine in the event of breach or default by Customer under this Agreement provided Alpine notifies Customer in writing of the breach or default and Customer does not correct same within thirty (30) days of Alpine’s written notice.

B. In addition, Customer shall have the right to terminate the Software License at any time; provided such termination shall not relieve Customer of its obligations (1) to pay any remaining unpaid balance for the total software license fee (as per the Order Form, and (2) to honor the Professional Services Terms and the Software Maintenance Terms attached hereto,

C. All Software and Documentation shall be and will remain the property of Alpine. Upon termination of this Agreement, whatever the reason, such Software and Documentation and any copies thereof made by Customer pursuant to Section 1 shall be promptly returned to Alpine.

A. In the event that, in the mutual and reasonable opinion of Alpine and the Customer, there exists a Deviation that does not constitute a serious impediment to the normal intended use of the Software, Alpine will correct the Deviation and distribute the correction to the Customer in accordance with Alpine’s normal Software revision schedule.

B. In the event that, in the mutual and reasonable opinion of Alpine and the Customer, there exists a Deviation that does constitute a serious impediment to the normal, intended use of the Software, Alpine will take such steps as are reasonably required to correct the Deviation.

A. The Software may be revised by Alpine as a result of the correction of Deviations and/or the release of upgrades or improvements or modifications designed to improve the performance of the Software and/or to increase the capabilities of the Software (hereafter “Revisions”). Revisions shall be of two kinds:

B. No charge shall be made to the Customer for either Mandatory Revisions or Optional Revisions while under a current Maintenance Agreement.

C. New products (“New Products”) may be added to the Software by Alpine from time to time. Compared to a Revision, New Products substantially improve the performance of the Software and/or substantially increase its functionality and capability. Alpine, in its sole discretion, shall decide which upgrades and improvements will be issued as Revisions without charge and which shall be issued as New Products for which there may be a charge.

A. Customer shall not modify the Software as defined in the Software License Terms unless specifically authorized by Alpine in writing.

B. The Customer agrees that all reasonable effort shall be taken to ensure that neither the Software nor data files are misused or modified without the express written permission of Alpine.

C. In the event that the Customer or its agents misuses or modifies the Software or data files, including, but not limited to, inserting, updating, deleting or otherwise modifying data through a means other than the Software, although Alpine is not obligated to correct such misuse, Alpine shall be entitled to attempt to correct the situation, if possible, at Customer’s expense.

D. In the event that diagnostic assistance is provided by Alpine, which, in the reasonable opinion of Alpine and the Customer, relates to problems not caused by a Deviation in the Software, such assistance shall be at the Customer’s expense.

A. Annual payments for Maintenance will be due in advance of the commencement of the initial one (1) year term of the Maintenance and on each anniversary thereafter.

B. Alpine reserves the right to change the annual Maintenance fee by providing Customer written notice of the increase at least thirty (30) days prior to any scheduled renewal date.

A. The Customer shall have the right to terminate Maintenance upon delivery of written notice at least ninety (90) days prior to any scheduled renewal date.

B. Alpine may cancel Maintenance if the Customer does not implement a Mandatory Revision within sixty (60) days of receipt thereof or such longer period as Alpine may consent to in writing. If Customer does not implement a Mandatory Revision within thirty (30) days following receipt of written notice from Alpine of Customer’s failure to implement a Mandatory Revision, Alpine may then cancel Maintenance, effective immediately, by notice in writing to the Customer.

C. In the event of any breach of the terms and conditions of this Agreement by the Customer, Alpine will, by written notice to the Customer, give the Customer a period of thirty (30) days within which to institute remedies to correct such breach. If such breach has not been corrected to Alpine’s satisfaction within said thirty (30) day period, Alpine may then cancel Maintenance, effective immediately, by notice in writing to the Customer.

D. If Maintenance is terminated by Alpine, Alpine shall have no continuing obligations to the Customer of any nature whatsoever with respect to Maintenance. Furthermore, termination by Alpine pursuant to the provisions of this Agreement shall be without prejudice to any right or recourse available to Alpine, and without prejudice to Alpine’s right to collect any amounts, which remain due to it hereunder.

A. Alpine will perform the professional services (“Services”) described in the SOW. The terms of this Attachment 3 shall control any additional or future SOWs that may be executed by the Parties during the Term of the Agreement. No SOW shall be of any force and effect unless and until executed by both Alpine and Customer.

B. Changes to Services/SOW shall require Alpine’s approval and all modifications to costs and schedule shall only be valid if included in a written Change Order signed by both Parties.

A. Each SOW will either be on a time and material basis or a fixed price basis, specified in the SOW. The SOW will include a definitive list of “Deliverables” that must be completed by Alpine. In some instances, the SOW will include a date by which “Deliverables” must be completed.

B. In the event that Services result in greater Alpine duties than contemplated by the SOW, Customer will work closely and in good faith with Alpine to modify the SOW to ensure that the Customer’s requirements are addressed, and Alpine’s fees shall be adjusted to reflect increased Customer requirements.

C. Unless specifically addressed in the SOW, all travel and expenses incurred will be extra and billed at the time of incurrence.

D. Invoiced amounts are due and payable thirty (30) days from the date of the invoice. The preferred means of payment is electronic funds transfer (EFT). EFT payments can be accomplished as either a Funds Transfer (Fed Wire) or Direct Deposit (ACH or EFT). All payments shall be made in United States Dollars without deduction for any taxes or withholding or other offset.

E. Services may be invoiced upon completion of Milestones as set forth in the SOW or Order Form. Notwithstanding the invoicing described in the SOW or Order Form, Professional Services invoices shall be sent either monthly as rendered or upon completion of milestones (as defined in the SOW included in the Order) and include charges defined in the Order Form unless otherwise specifically stated in the Order form. The pricing on the Order Form is based upon the quantities listed at the time of purchase.

F. Upon termination for whatever reason and regardless of the nature of the default (if any), Customer agrees to pay Alpine in full for Services provided to Customer up to and including the date of termination under this Agreement within thirty (30) days of the invoice date.

G. Custom modules, interfaces and other software can be placed under the Alpine Software Maintenance program.

H. Alpine reserves the right to apply a late payment charge of 1.5 % per month, or the maximum rate permitted by law if lower, to amounts outstanding more than thirty (30) days after the date of the invoice and Alpine retains the right, in Alpine’s sole discretion and in addition to its other rights and remedies, to cease further performance of the SOW.

I. Bill to Address. The invoice will be mailed to the Customer address on the Order Form unless otherwise indicated in the SOW.

A. Customer shall provide, maintain, and make available to Alpine, at Customer’s expense and in a timely manner, the resources described in this Section 3, the SOW, and such other additional resources as Alpine may from time-to-time reasonably request in connection with Alpine performance of the Services. Delays in the provision of these resources may result in delays in the performance of the Services, or an increase in the Price.

B. Customer will designate qualified Customer personnel or representatives to consult with Alpine on a regular basis in connection with the Services. Customer will furnish such documentation and other information as is reasonably necessary to perform the Services.

C. Customer shall furnish access to Customer’s premises, and appropriate workspace for any Alpine personnel working at Customer’s premises, as necessary for performance of those portions of the Services to be performed at Customer’s premises.

D. Customer shall meet all assumptions noted in the SOW.

A. Because either Party may have access to information of the other Party that the other Party considers to be confidential or proprietary (“Confidential Information”), each Party will maintain all Confidential Information in confidence and will use it solely in the discharge of its obligations under this Agreement and any applicable SOW. Nothing herein will be deemed to restrict a Party from disclosing Confidential Information to its employees and subcontractors in the discharge of such obligations.

B. Confidential Information will not include information that (i) is, or becomes, generally known or available through no fault of the, recipient; (ii) is known to the recipient at the time of its receipt from the disclosing Party; (iii) the disclosing Party provides to a third party without restrictions on disclosure; (iv) is subsequently and rightfully provided to the recipient by a third party without restriction on disclosure; (v) is independently developed by the recipient, without reference to the disclosing Party’s Confidential Information; or (vi) is required to be disclosed pursuant to a governmental agency or court subpoena, provided the recipient promptly notifies the disclosing Party of such subpoena to allow it reasonable time to seek a protective order or other appropriate relief.

C. Because of the unique nature of the Confidential Information, each Party agrees that the disclosing Party may suffer irreparable harm in the event the recipient fails to comply with its obligations under this Section 5, and that monetary damages may be inadequate to compensate the disclosing Party for such breach. Accordingly, the recipient agrees that the disclosing Party may, in addition to any other remedies available to it, be entitled to injunctive relief.

A. Customer and Alpine shall each retain ownership of, and all right, title, and interest in and to, their respective Intellectual Property.

B. The Services performed, code developed, and any Intellectual Property produced pursuant to this Agreement are not “works for hire.”

C. As used herein, “Intellectual Property” shall mean inventions (whether or not patentable), works of authorship, trade secrets, copyright, techniques, know-how, ideas, concepts, algorithms, and other intellectual property incorporated into any SOW or Deliverable whether or not first created or developed by Alpine in providing the Services.

D. Notwithstanding any order of precedence language or other conflicting terms and conditions contained in any document considered to be part of this Agreement, regardless of incorporation method, the terms of this Section 6. Intellectual Property shall take precedence over any/all conflicting terms and conditions located elsewhere, and any conflicting terms are specifically objected to and rejected by Alpine.

A. Alpine warrants that the Professional Services provided under an Order Form or a SOW authorized under this Attachment 3 shall be performed with that degree of skill and judgment normally exercised by recognized professional firms performing the same or substantially similar services. In the event of any breach of the foregoing warranty, provided Customer has delivered to Alpine timely notice of such breach as hereinafter required, Alpine shall, at its own expense, in its discretion either (1) re-perform the non-conforming Services and correct the non-conforming Deliverables to conform to this standard; or (2) refund to Customer that portion of the Price received by Alpine attributable to the non-conforming Services and/or Deliverables. No warranty claim shall be effective unless Customer has delivered to Alpine written notice specifying in detail the non-conformities within ninety (90) days after performance of the non-conforming Services or tender of the non-conforming Deliverables. The remedy set forth in this Section 11 (a) is the sole and exclusive remedy for breach of the foregoing warranty.

B. ALPINE SPECIFICALLY DISCLAIMS ANY OTHER EXPRESS OR IMPLIED STANDARDS, GUARANTEES, WARRANTIES OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTIES THAT MAY BE ALLEGED TO ARISE AS A RESULT OF CUSTOMER USAGE, ANY WARRANTY OF ERROR FREE PERFORMANCE, OR ANY WARRANTY OF THIRD-PARTY PRODUCTS, OR FUNCTIONALITY OF THE CUSTOMER’S HARDWARE, SOFTWARE, FIRMWARE, OR COMPUTER SYSTEMS.

C. Customer represents and warrants to Alpine that Customer has the right to use and furnish to Alpine for Alpine use in connection with this Agreement any information, specifications, data or Intellectual Property that Customer has provided or will provide to Alpine in order for Alpine to perform the Services and to create the Deliverables identified in the SOW.

A. Alpine will provide service for subscription products as follows: (i) support during normal business hours (8:00 a.m. to 6:00 p.m. CT, Monday through Friday, excluding legal holidays) relating to the operation of the Software and use of the SaaS and (ii) Updates to the Software as they are developed and made generally available (“SaaS Support”). Requests for SaaS Support may be submitted to Alpine by Customer via email at: support@Alpine.com (or through other methods provided by Alpine). “Update” means the latest updates, modifications, and enhancements to the Software, including corrections of errors, which relate to the operating performance of the Software.

B. SaaS Support does not include: (a) custom programming services; (b) on-site support, including installation of hardware or software; (c) support of any software other than the Software accessed as part of the SaaS; (d) training; (e) expenses for third party products including, but not limited to, hardware and related supplies; (f) support of Customer’s computer system, software, or hardware (e.g., computer equipment, servers, printers etc.) or third party software or hardware, including problems which arise therefrom; or (g) new versions of the software which are not Updates.. For clarity, Alpine is not responsible for errors or defects of Customer or third-party software or hardware.

C. SaaS Services. Alpine will provide
Customer with services including, but not limited to, data conversion, system configuration, training, consultation, custom reporting and other related services selected by Customer and identified in the Order Form referencing this Agreement (“Services”).

A. Subscription. Subject to the terms and conditions of this Agreement, Alpine grants to Customer a non-exclusive and non-transferable subscription for Authorized Users to access and use the SaaS and Documentation for Customer’s internal business operations within one (1) business entity. “Authorized Users” means Customer’s employees or independent contractors working within their job responsibilities or engagement for Customer or other end user for which Alpine has granted Customer the right to use the SaaS. “Documentation” means documentation in the form of instructions and manuals provided by Alpine, including electronically via a link within the SaaS, that describes the function and use of the SaaS.

B. Restrictions. Customer will not (i) directly or indirectly decompile, disassemble, reverse engineer, or otherwise attempt to discover the source code or underlying structure, ideas, know-how or algorithms relevant to the SaaS, Software, Documentation, or any data related to the SaaS; (ii) copy, modify, enhance, translate, change the data structures for or create derivative works from, the SaaS; (iii) rent, lease, sell, or otherwise provide access to the SaaS to any third party or to anyone other than Customer’s Authorized Users; (iv) interfere with or disrupt the integrity or performance of the SaaS or third party data contained therein; (v) attempt to gain unauthorized access to the SaaS or its related systems or networks; (vi) remove any proprietary notices or labels; or (vii) permit use of the SaaS by more than one (1) business entity, unless otherwise approved by Alpine in writing.

C. Ownership. Alpine owns all intellectual property rights in and to: (i) the Software, including all Updates; (ii) the SaaS; (iii) any Documentation or data related to the Software or the SaaS; and (iv) any software, applications, inventions or other technology provided or developed in connection with the Software or the SaaS. For clarity, Customer obtains no interest in the Software, SaaS, or Documentation except as expressly provided in this Agreement.

D. Customer Data. Customer shall retain all right, title, and interest in and to the data entered or submitted by Customer by means of the SaaS (“Customer Data”). Customer grants to Alpine a royalty-free, non-exclusive, non-transferable license for the term of this Agreement to use Customer Data to the extent necessary to provide the SaaS. Notwithstanding anything to the contrary, Alpine shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the SaaS and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Alpine will be free (during and after the term hereof) to: (i) use such information and data to improve and enhance the SaaS and for other development, diagnostic and corrective purposes in connection with the SaaS and other Alpine offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.

A. The SaaS includes a target scheduled availability of ninety-nine percent (99%) (exclusive of scheduled maintenance or any downtime attributable to Customer or third parties, or for which Alpine is not responsible including, but not limited to interruptions and delays inherent in internet communications).

B. Alpine will use commercially reasonable efforts to ensure that the web pages or remote software generated with the SaaS will be served (i.e. delivered from Alpine’s internal network or that of its internet service provider) promptly regardless of the level of traffic to Alpine’s servers, subject to outages, communication and data flow failures, interruptions and delays inherent in internet communications. Customer acknowledges that problems with the internet, equipment, software and network failures, impairments or congestion, or the configuration of Customer’s computer systems, may prevent, interrupt or delay Customer’s access to the SaaS or data stored within the SaaS. Alpine is not liable for any delays, interruptions, suspensions, or unavailability of the SaaS or the data stored within the SaaS beyond Alpine’s control, attributable to problems with the internet or the configuration of Customer’s computer systems.

A. Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data. Customer will not send or store infringing, obscene, threatening, libelous or otherwise unlawful or tortious material, including material that violates third party privacy or intellectual property rights, includes malicious code, or that will interfere with the integrity of the SaaS.

B. Each party agrees that, in the performance of its respective obligations under this Agreement, it shall comply with the provisions of applicable data protection laws to the extent it applies to each of them. Accordingly, Alpine agrees that it shall: only process Customer’s personal data in order to provide the SaaS or in accordance with any lawful instructions reasonably given by Customer from time to time; (ii) implement appropriate technical and organizational measures to protect personal data against unauthorized or unlawful processing and accidental destruction or loss; and (iii) as soon as reasonably practicable, refer to Customer any requests, notices, or other communication from data subjects, data protection or other law enforcement authority, for Customer to resolve.

C. Alpine shall notify Customer as soon as reasonably possible upon discovery of any data security incident impacting Customer Data. Alpine shall not be responsible for any loss or damage to Customer Data to the extent that such loss or damage was caused by Customer or a third party.

A. General Warranty. Each party represents and warrants: (i) it has the full power and authority to enter into this Agreement; (ii) its execution and performance of this Agreement have been duly authorized by all necessary corporate action on behalf of such party; and (iii) the person signing this Agreement on behalf of such party has the full authority to do so.

B. Limited Warranty. Alpine warrants the SaaS will conform in all material respects to the Documentation. The conditions and warranties set forth in this Agreement will not apply if: (i) the SaaS is not used in accordance with Alpine’s instructions, the Documentation, or the terms of this Agreement; (ii) the SaaS is used in combination with other software, data or products that are incompatible with the SaaS; (iii) the SaaS has been altered, modified, or converted by anyone other than Alpine; or (iv) non-conformance is caused by (a) a defect or malfunction in the operating system, database server, web server, network, or other hardware or software in Customer’s computer system used to access the SaaS or (b) Customer’s negligence or willful misconduct. Customer’s exclusive remedy, and Alpine’s sole liability, for breach of this warranty shall be for Alpine to use commercially reasonable efforts to correct errors affecting conformance, provided that Customer has given written notice of non-conformance to Alpine within ninety (90) days of discovery of the error. Alpine shall, to the extent reasonably possible and permissible, pass-through or assign to Customer all available warranties it receives from a third-party provider for third party products or services provided by Alpine to Customer under this Agreement.

C. Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SOFTWARE, SAAS, MAINTENANCE, SERVICES, DOCUMENTATION, AND THIRD PARTY PRODUCTS AND SERVICES, IF ANY AND AS APPLICABLE, ARE PROVIDED “AS IS”, AND ALPINE DISCLAIMS ALL OTHER WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR THAT THE SOFTWARE, SAAS, MAINTENANCE, SERVICES, DOCUMENTATION, AND THIRD PARTY PRODUCTS OR SERVICES, IF ANY AND AS APPLICABLE, WILL MEET ALL OF CUSTOMER’S REQUIREMENTS.

D. Customer Responsibilities. Customer represents that it is fully responsibility for: (a) the content of any Customer Data; (b) selection and implementation of controls, including settings and policies, regarding access rights and use of the Software by Customer and its Authorized Users; and (c) Customer’s computer system, software, and hardware (e.g., computer equipment, servers, printers etc.). Alpine assumes no responsibility for the correctness or performance of, or any resulting incompatibilities with, current or future releases of the Software if Customer has made changes to the system hardware/software configuration or modifications to any supplied source code which changes affect the performance of the Software or SaaS and were made without prior notification and written approval by Alpine. Alpine assumes no responsibility for the operation or performance of any Customer or third-party application. The products/services provided may integrate with other third-party software which are not owned, controlled, or provided by Alpine (ex., Microsoft). Customers are responsible for obtaining all necessary licenses for any software Customer uses in conjunction with any Alpine product/services which have not been provide to Customer by Alpine.

• Marketing materials
• Website content
• Sales and industry presentations
• Industry presentations
• Educational purposes
• Customer relationship
• Current customer list

• A Review & Feedback Loop shall be limited to no more than 3 iterations as follows:

• Unless agreed earlier in the Review & Feedback Loop process, the 3rd version submitted to Customer shall be deemed approved as written by the parties hereto.

• No confidential information not explicitly approved for the case study shall be included or released in the Case Study.
• All sensitive or confidential information identified by Customer, and requested by Customer in writing to be removed, shall not be included or released in the Case Study.

• The Term of the Case Study shall commence upon the completion of Section 4 of this Attachment 4 and shall continue for XX years (“Initial Term”). At the end of the Initial Term, the Agreement shall automatically renew for successive 1-year terms unless or until either Party provides the other Party with written notice of non-renewal at least ninety (90) days prior to the end of the then current term.
• Unless specifically stated in the written notice of non-renewal provided above and agreed between the parties as set forth in Section 16 of the Agreement, the published materials may continue to be used at the discretion of Alpine.

A. Alpine SPECIFICALLY DISCLAIMS ANY OTHER EXPRESS OR IMPLIED STANDARDS, GUARANTEES, WARRANTIES OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTIES THAT MAY BE ALLEGED TO ARISE AS A RESULT OF CUSTOMER USAGE, ANY WARRANTY OF ERROR FREE PERFORMANCE, OR ANY WARRANTY OF THIRD-PARTY PRODUCTS, OR FUNCTIONALITY OF THE CUSTOMER’S HARDWARE, SOFTWARE, FIRMWARE, OR COMPUTER SYSTEMS.

B. Customer represents and warrants to Alpine that Customer has the right to use and furnish to Alpine for Alpine use in connection with this Agreement any information, specifications, data or Intellectual Property that Customer has provided or will provide to Alpine in order for Alpine to perform the Services and to create the Deliverables identified in the SOW.

C. The services of the parties anticipated, expended or provided hereunder shall not give rise to fees or costs attributable or due and owed by either party.

D. The publication and distribution of the Case Study under this Attachment 6 shall not be deemed a violation of Customer’s copyright, data protection, or any other non-disclosure protocols or mandates and Customer shall hold Alpine harmless therefrom.