Internal Use

Archer Suite
Not-for-Resale Agreement*** IMPORTANT INFORMATION – PLEASE READ CAREFULLY ***The use of the Archer SaaS Service Offering described herein is subject to and expressly conditioned upon
acceptance of this Service Description and the Cloud Service Offerings Terms of Service.
This Service Description is subject to: (i) Terms of Service between Archer and Customer; or if the parties haveno such agreement in place (ii) the Terms of Service currently located athttps://www.archerirm.com/company/standard-form-agreements; and (iii) the applicable ordering
document covering Customer’s purchase of the Service Offering from Archer or an Archer authorized reseller,
the terms of which are incorporated herein by reference (collectively the “Agreement”).
This Service Description is a legally binding document between you (meaning the individual person or theentity that the individual represents that is subscribing to the Service Offering for its internal use and not for
outright resale (“Customer”)) and Archer (which means (i) Archer Technologies LLC, if Customer is located in
the United States, Mexico or South America; or (ii) or Archer Technologies Ireland Limited; or (iii) otherauthorized Archer entity as identified on the Archer Quote or other Archer ordering document). Unless Archer
agrees otherwise in writing, this Service Description governs the Customer’s use of the Service offering except
to the extent all or any portion of the Service Offering is subject to a separate written agreement set forth ina quotation issued by Archer.
By proc eedi ng wi th the i ns tal l ati on or us e of this S erv ic e Offering , or authorizing any otherperson to do so, you are representing to Archer that you are (i) authorized to bind the Customer; and(ii) agreeing on behalf of the Customer that the terms of this Agreement shall govern the relationshipof the parties with regard to the subject matter in this Agreement and are waiving any rights, to the
maximum extent permitted by applicable law, to any claim anywhere in the world concerning theenforceability or validity of this Agreement. If you do not have authority to agree to the terms of thisAgreement on behalf of the Customer, or do not accept the terms of this Agreement on behalf of the
Customer, immediately cease any further attempt to use this Service Offering for any purpose.
This Archer Suite Not-for-Resale (“NFR”) Agreement (the “Agreement”) is made effective as of the date of last
signature below (the “Effective Date”).
1. Archer Suite – NFR Instance. Partners use of Archer Suite NFR Instance during the Term is subject to thelimitations, restrictions, and terms and conditions of this Agreement. Partner acknowledges that the NFR
Instance is not for Partner’s internal use, Partner’s day to day business operations, and not for resale or for
use as a service bureau. Partner may use the NFR Instance for POCs, but only for end-user review of theconcept, not for end-user use or testing. Partner may only use the NFR Instance for pilots, demos, or POCs
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included.
The NFR instance is subject to the following restrictions:a. The term of the NFR Instance is as detailed on Archer’s Quote (the “Term”)
b. Total Data Storage shall not exceed 12 GB.
c. Partner will have access to all Archer Suite Use Cases.
d. Partner will have access to 10 ODAs.
e. Partner may use up to a maximum of 10 data feeds.
f. Partner will be allowed a maximum of 6 instance refreshes per year.
g. Access shall be provided in a non-Production Instance only.
h. Archer shall {provide/populate} the demo master database with seed data.
i. Under no circumstances should Partner use live data or Partner data in the NFR Instance.
j. The NFR Instance is provided “AS IS” and any warranty or damage claims against Archer inconnection therewith are hereby excluded.
2. Additional Terms and Conditions applicable to Archer On-Premise Software
a. Archer grants Partner a license to use: (i) the Software solely for the authorized se in accordancewith the terms of this Agreement, in particular Section 2. Such license commences on shipment
and remains in effect for the Term, provided Partner complies with the Agreement. The
foregoing licenses shall be non-exclusive, non-transferable, non-sub- licensable, temporary andlimited. Partner shall not disclose the results of any comparative or competitive analyses,
benchmark testing, infringement testing, or analyses of the Software to any third party. Partner
shall not copy, provide, disclose or otherwise make available the Software in any form toanyone other than Partner's employees, agents, consultants or independent contractors(“Personnel”), who shall use Software solely in a manner consistent with this Agreement.
Partner shall be fully responsible to Archer for the compliance of its Personnel herewith. Any
new revision, update or replacement of the Software provided by Archer shall be governed bythis Agreement.
b. Ownership: Archer or its licensors or suppliers are the exclusive owners of the Software(including in each case any revisions, modifications and enhancements thereto) and any otherspecifications, documentation, ideas, knowhow, techniques, processes, inventions or otherintellectual property that Archer or its licensors or suppliers may develop, conceive or deliver.
Neither Partner nor any of its Personnel shall modify, enhance, supplement, create derivative
works from, reverse assemble, reverse engineer, reverse compile or otherwise reduce theSoftware to human readable form
3. Additional Terms and Conditions applicable to the Archer SaaS NFR InstanceI.

Limited Use of the Service Offering. Partner may use the Service Offering only (a) during the Term, (b)for Partner’s use as detailed in Section 1 and (c) in accordance with this Agreement. To use the Service
Offering Partner may be required to register and set up an authorized account with Login Credentials.
Partner must keep Partner registration information accurate and complete during the Term.
a. Partner is responsible for (i) any use of the Service Offering that occurs under Partner’s Login
Credentials, (ii) Partner’s Content, and (iii) Partner’s users’ compliance with the Agreement. If
Partner becomes aware of any user’s violation of the Agreement, Partner must promptly
suspend that User’s access to the Service Offering. If Partner becomes aware that any ofPartner’s Content, or any third-party content, violates this Agreement, Partner must promptly

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II.

remove that Content or suspend use of that third-party content. If Partner believes Partner’s
account has been compromised, including any unauthorized access to or use or disclosure of
any account information, passwords, usernames, or Login Credentials, Partner must notify
Service Provider as soon as possible. Partner may not impersonate another Archer user orprovide false identity information to gain access to or use the Service Offering.
b. If Service Provider reasonably believes a problem with the Service Offering may be attributableto Partner’s Content or to Partner’s use of the Service Offering, Partner must promptly
cooperate with Service Provider to identify the source of the problem and to resolve theproblem.
ACCEPTABLE USE.
a. General Restrictions. Partner must not: (a) resell or sublicense the Service Offering; (b) reverse
engineer, decompile, disassemble, or attempt to discover or modify in any way the underlying
source code of the software included with the Service Offering, or any part thereof; use theService Offering (i) in a way prohibited by law or that would cause Partner or us to be out ofcompliance with applicable law, (ii) to violate any rights of others, (iii) to try to gain
unauthorized access to, test the vulnerability of, or disrupt the Service Offering or any otherservice, device, data, account, or network, (iv) to distribute spam or malware, (v) in a way that
could harm the Service Offering or impair anyone else’s use of it, (vi) in a way intended to workaround the Service Offering’s technical limitations, recurring fees calculation, or usage limits;(viii) use the Service Offering to create or enhance a competitive offering or for any purpose
which is competitive to Service Provider; (ix) perform or fail to perform any other act which
would result in a misappropriation or infringement of Service Provider’s intellectual property
rights in the Service Offering; (x) attempt to use or gain unauthorized access to Service
Provider’s or to any third-party's networks or equipment; (xi) attempt to probe, scan or test thevulnerability of the Service Offering, or a system, account or network of Service Provider or anyof Service Provider’s Partners or suppliers; (xii) transmit unsolicited bulk or commercial
messages or intentionally distribute worms, Trojan horses, viruses, corrupted files or any similar
items; (xiii) restrict, inhibit, interfere or attempt to interfere with the ability of any other person,
regardless of purpose or intent, to use or enjoy the Service Offering or a user’s network, orcause a performance degradation to any facilities used to provide the Service Offering.
b. Content Restrictions. Partner must not upload into the Service Offering any Content that: (a)may create a risk of harm or any other loss or damage to any person or property; (b) may
constitute or contribute to a crime or a tort; (c) includes any data that is illegal, unlawful,harmful, pornographic, defamatory, infringing, or invasive of personal privacy or publicity
rights; (d) contains any data that Partner does not have a right to upload into the Service
Offering; or (f) is otherwise prohibited as specified in the Agreementc. Uploading Content. Partner acknowledges that uploading Partner’s Content to the Service
Offering does not constitute a disclosure of Partner’s Content to Service Provider and,accordingly, the Confidentiality Section does not apply to Partner’s Content.

III.

Monitoring. Service Provider monitors and collects configuration, performance, and usage data
relating to Partner’s use of the Service Offering: (a) to facilitate delivery of the Service Offering (suchas (i) tracking entitlements, (ii) providing support, (iii) monitoring the performance, integrity, andstability of the Service Offering’s infrastructure, and (iv) preventing or addressing service or technicalissues); and (b) to improve our products and services, and Partner’s experience. Partner must not

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IV.

V.
VI.
VII.
VIII.

interfere with that monitoring. Service Provider will not access Partner’s Content except as reasonably
necessary to provide the Service Offering, or as required by law.
Third-Party Content. Where available, Partner may use third-party content, at Partner’s option. If
Partner chooses to use third-party content, Partner is responsible for complying with any terms thatare presented to Partner when Partner accesses that third-party content, including any separate feesor charges imposed by the provider of that third-party content. Third-party content is available “AS IS”
without indemnification, support (unless otherwise specified), or warranty or condition of any kind.
Service Provider may suspend or terminate provision and hosting of any third-party content at any
time, and that suspension or termination will not be deemed a material, detrimental change.
Partner may use the Service Offering Documentation provided with the Service Offering solely insupport of Partner’s authorized use of the Service Offering.
No service level commitment will apply to the Service Offering during the Term.
Service Provider may modify or terminate the Service Offering during the Term at any time.
INTELLECTUAL PROPERTY OWNERSHIP.
a. Ownership of Service Offering. As between Partner and Service Provider, Service Provider
owns all right, title, and interest in and to the Service Offering and any related Service Provider
Software, including all improvements, enhancements, modifications, and derivative works ofthem, and all Intellectual Property Rights in all of them. This includes any information Service
Provider collects and analyzes about Partner’s use of the Service Offering.
b. Ownership of Partner’s Content. As between Partner and Service Provider, Partner retains allright, title and interest in and to Partner’s Content and all Intellectual Property Rights inPartner’s Content. Service Provider’s rights to access and use Partner’s Content are limited tothose expressly granted in the Agreement.
IX.
The Service Description in Exhibit A is hereby incorporated into and made a part of theAgreement, and applies only to Archer SaaS and not to an on-premise Software Instance

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4.

WARRANTY: DURING THE TERM, Archer (INCLUDING ITS SUPPLIERS) PROVIDES THE SERVICE
OFFERING “AS IS” AND MAKES NO EXPRESS WARRANTIES, WRITTEN OR ORAL, REGARDING SUCHSERVICE OFFERING. ALL OTHER WARRANTIES ARE SPECIFICALLY DISCLAIMED AND EXCLUDED,INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR
A PARTICULAR PURPOSE AND ANY WARRANTY ARISING BY STATUTE, OPERATION OF LAW,
COURSE OF DEALING OR PERFORMANCE, OR USAGE OF TRADE.

5.

LIMITATIONS OF LIABILITY: The limitations, exclusions, and disclaimers stated below apply to any and all
disputes, claims, or controversies (whether in contract, tort, or otherwise) related to or arising out of this Agreement(“Dispute”). The terms of this Section are agreed allocations of risk constituting part of the consideration for Archer’s
provision of the Service Offering to Partner and will apply even if there is a failure of the essential purpose of any
limited remedy, and regardless whether a party has been advised of the possibilities of the liabilities.
A (1) Limitations on Direct Damages. Except for Partner’s violation of the restrictions on use of Service Offeringor Archer’s or its Affiliates’ intellectual property rights, each party’s total liability arising out of any Disputeor any matter under this Agreement shall in no event shall exceed US $50,000.
A (2) No Indirect Damages. Except for Partner payment obligations (if any) and violation of Archer’s or its
Affiliates’ intellectual property rights, neither Archer nor Partner has liability to the other for special,consequential, exemplary, punitive, incidental, or indirect damages, or for lost profits, loss of revenue, loss
or corruption of data, or loss of use, or procurement of substitute products or services.
B. Regular Back-ups. Partner is solely responsible for its data.
C. Limitation Period. Except as stated in this Section, all claims must be made within the period specified
by applicable law. If the law allows the parties to specify a shorter period for bringing claims, or the law
does not provide a time at all, then claims must be made within twelve months after the cause of action
accrues.

6.

CONFIDENTIALITY:
A.
Confidential Information: As a result of the relationship entered into under this Agreement, the parties
hereto acknowledge that they may from time to time require or gain access to information that is confidential
or proprietary to one another. All information disclosed by a party hereunder that (a) is in writing andmarked with an appropriately restrictive legend indicating the confidential or proprietary nature of theinformation, (b) is disclosed orally and reduced to a writing marked with an appropriately restrictive legend
promptly after the oral disclosure, or (c) by its nature or under the circumstances of its disclosure should
reasonably be understood to be confidential is referred to herein as “Confidential Information.” For
avoidance of doubt, Partner shall treat the terms of this Agreement as Archer’s Confidential Information.
B.
Obligations: The receiving party (1) shall hold all Confidential Information in confidence; (2) shall use
the Confidential Information only for the purpose of performing its obligations under this Agreement; (3)shall reproduce the Confidential Information only to the extent necessary for such purpose; (4) shallrestrict disclosure of the Confidential Information to its Personnel; and (5) shall not disclose or cause to bedisclosed the Confidential Information to any third party without prior written approval of the disclosing
party, except as allowed under (4) above.
C.
Exceptions: The foregoing restrictions do not apply to Confidential Information that (1) is or becomes apart of the public domain through no wrongful act or omission of the receiving party; (2) was in the receiving
party’s lawful possession before the disclosure as shown by written documentation obtained by the receiving
party either directly or indirectly from the disclosing party; (3) is lawfully disclosed to the receiving party bya third party without restriction on disclosure; (4) is independently developed by the receiving party without
reference to or reliance on the Confidential Information; or (5) the disclosing party agrees in writing is freeof such restrictions. In addition, if the receiving party is requested pursuant to, or required by, applicablelaw or regulation or by legal process to disclose any Confidential Information, then the receiving party shall,to the extent legally permissible, promptly notify the disclosing party in writing of such request(s) to enable
the disclosing party to seek an appropriate protective order. If no such order is obtained within a reasonably
prompt time, the receiving party may, without liability hereunder, disclose that portion of the Confidential
Information that the receiving party’s legal counsel advises is legally required to be disclosed.

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7.

PRODUCT MAINTENANCE: Archer may provide revisions of Software and may provide support andmaintenance for the Service Offering in accordance with Archer’s then current terms during the Term :https://www.archerirm.com/_files/ugd/8a3f1d_0a60894d97d340df89f35a3037e6d1f0.pdf

8 . TRADE COMPLIANCE. Partner’s use of the Service Offering during the Term and access to related technology(“Materials”) are for its own use, not for resale, export, re-export, or transfer. Partner is subject to and responsible
for compliance with the export control and economic sanctions laws of the United States and other applicablejurisdictions. Materials may not be used, sold, leased, exported, imported, re-exported, or transferred except with priorwritten authorization by Archer. or its affiliates and in compliance with such laws, including, without limitation, export
licensing requirements, end-user, end-use, and end-destination restrictions, and prohibitions on dealings withsanctioned individuals and entities, including but not limited to persons on the Office of Foreign Assets Control'sSpecially Designated Nationals and Blocked Persons List or the U.S. Department of Commerce Denied Persons
List. Partner represents and warrants that it is not the subject or target of, and that Partner is not located in a country
or territory (including without limitation, North Korea, Cuba, Iran, Syria, and Crimea) that is the subject or target of,
economic sanctions of the United States or other applicable jurisdictions. Partner understands and will comply withall applicable provisions of the U.S. Arms Export Control Act (AECA) and the U.S. International Traffic in Arms
Regulations (ITAR) in Partner’s receipt, use, transfer, modification, or disposal of Software. Partner acknowledges
that any use, modification, or integration of the Software in or with defense articles or in the provision of defense
services is not authorized by Archer, and that Archer will not provide warranty, repair, Partner support, or otherservices in connection with such end uses. Partner certifies that any software, disk images, or other data provided toArcher in connection with the purchase of the Software will not contain technical data, software, or technology
controlled by the ITAR or AECA, and that if Partner later returns the Software to Archer or grants Archer access to
the Software, Partner will not include or otherwise make available to Archer any such technical data, software, or
technology. Partner agrees to indemnify and hold Archer harmless for any liability, loss, damage, cost, expense, or
penalty arising from Partner’s non-compliance with the AECA, ITAR, or the provisions of this Section.

9. MISCELLANEOUS: Partner shall not assign this Agreement or any right or delegate any performance. This
Agreement is the complete statement of the agreement of the parties with regard to the subject matter hereof and may
be modified only by a writing signed by both parties. This Agreement is governed by the law of the Commonwealthof Massachusetts, excluding its conflict of law rules and The U.N. Convention on Contracts for the International
Sale of Goods. In case of an inconsistent or conflicting term set forth on a Schedule, the Schedule shall control.
No waiver shall be deemed a waiver of any prior or subsequent default hereunder. If any part of this Agreement isheld unenforceable, the validity of the remaining provisions shall not be affected. The relationship between Partner
and Archer is solely that of independent contractors and not that of an agency, partnership, or joint venture. Neither
party has the authority to represent or bind the other.

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Exhibit A
Service Description – Archer SaaS*** IMPORTANT INFORMATION – PLEASE READ CAREFULLY ***This Service Description governs the performance by Archer of certain services, as described in the Terms ofService and further described herein, in relation to the Service Offering purchased by Partner generally known
as “Archer SaaS” under the Agreement. Notwithstanding anything to the contrary in the Agreement, in theevent of a conflict between the terms of the Agreement and this Service Description, the terms of this Service
Description shall prevail solely with respect to the subject matter hereof. Capitalized words used in this Service
Description and not expressly defined herein will have the meaning stated in the Agreement.
The Service Offering (as defined below) is performed by Archer in an environment which segregates Partner
Content utilizing separate directories and databases such that there is no co-mingling of Partner Content.
Service levels and operational procedures are standardized for all Partners.
1.

SCOPE OF SERVICES.

A.
During the Term, Archer will provide the services through the World Wide Web described herein (the“Service Offering”) to Partner in accordance with the service levels set forth in Exhibit 1 hereof in order to allow
Partner to access and use the Service Offering and as further described in Exhibit 1 attached hereto. Partner’s
access and use of the Service Offering will be subject to all those restrictions stated in the Agreement.
2.

SERVICE OFFERING PACKAGES.

The Service Offering is offered in several package levels. Partner’s accepted order for the Service Offering willstate which package is selected. Partner’s purchase will include a base package and any additional use cases,
ODAs, storage, or instances as specified on the quote or ordering document.
There is no Incidental Software (as defined in the Terms of Service) in connection with the Archer SaaS Service
Offering.
B.
Account Access. Archer will deliver to Partner an application administrator user ID, password and otheraccount information (“Account Access Information” or “Login Credentials”) necessary for Partner to access theService Offering in accordance with this Agreement. Thereafter, Partner will create and manage Account AccessInformation for each authorized user of the Service Offering. Partner is responsible for all activity occurring
under such Account Access Information and shall abide by all applicable local, state, national and foreign laws,
treaties and regulations in connection with Partner’s use of the Service Offering, including those related to data
privacy, international communications and the transmission of technical or personal data.
3.

PARTNER RESPONSIBILITIES.

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Archer to implement and deliver the Service Offering, including, where applicable, one (1) employee who has
substantial computer system, network management and project management experience satisfactory to Archer
to act as project manager and as a liaison between Archer and Partner. Archer will be excused from its failure
to perform any obligation under this Service Description to the extent such failure is caused by Partner’s delay
or failure to perform its responsibilities under this Agreement. Partner shall use reasonable and appropriate
safeguards to protect its Partner Content (as defined below).
4.

PARTNER CONTENT.

A.
Ownership and License to Partner Content.
During the Term, Partner grants to Archer a limited,
non-exclusive license to use the Partner Content solely for all reasonable and necessary purposes contemplatedby this Service Description and for Archer to provide the Service Offering. Partner, not Archer, shall have sole
responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and intellectual property
ownership or right to use of all Partner Content. Archer shall not be responsible or liable for any deletion,
destruction, damage, or loss of any Partner Content that is caused by Partner. In the event this Service Offering
and/or the Agreement is terminated (other than by reason of Partner’s breach), and if Partner so requests atthe time of termination, Archer will make available to Partner an industry standard file of most recent Partner
Content within Archer’s possession within thirty (30) days of termination.
B.
Restrictions on Storage of Regulated Data.
Archer’s shall use reasonable and appropriate
administrative, technical, and physical safeguards to protect the security, integrity and confidentiality of
personal contact information that may be stored on the Archer’s servers, such as name, address, telephone
number, and/or e-mail address. However, Partner acknowledges and agrees that 1) the Service Offering is notintended or designed to securely host and store any “personal information” that is “sensitive” by nature ordeemed “sensitive” by any applicable laws or regulations (such as social security numbers, credit card data,
driver’s license numbers, national ID numbers, bank account numbers, and health/medical information), andPartner shall not store any such information on the Service Offering, and 2) Archer will have no visibility into
the types of information uploaded into or stored on the Service Offering by Partner.
5.

Archer OBLIGATIONS.

A.

General.

Archer will supply and maintain adequate heating/cooling; electrical power; server hardware; network
infrastructure and bandwidth; physical security and access controls; and professional fire detection/suppression
capability necessary to provide the Service Offering.
B.

Application Upgrades.

During the Term, Archer reserves the right to make modifications, including upgrades, patches, revisions oradditions to the Service Offering subject to the terms set forth in Exhibit 1.

C.

Backup Management.
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During the Term, Archer shall perform regular daily and weekly data backups of Partner Content. All such data
back-ups will be encrypted and stored off-site. Daily data backups will be stored/retained for thirty (30)days. Weekly data backups will be stored/retained for fifty-two (52) weeks.
D.

Malware Protection.

Archer will install and run industry standard malware protection on all systems underlying the Service Offering.
Anti-malware definition files shall be updated regularly in accordance with industry standards. For the
avoidance of doubt, Partner remains responsible for protecting its own systems by installing, updating, andmaintaining industry standard malware protection.
E.

Capacity.

Archer will provide appropriate capacity to support the Service Offering stated on Partner’s accepted order.
F.

Logging.

Archer will monitor and log all system access to the Service Offering to produce a forensic trail that includes,
but is not limited to, web server logs, application logs, system logs, and network event logs. Such logs are Archer
confidential information, but will be disclosed as necessary to comply with applicable law.

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