PROFESSIONAL SERVICES TERMS & CONDITIONSFOR ARCHER GRC PRODUCTS
THESE PROFESSIONAL SERVICES TERMS & CONDITIONS ("AGREEMENT") ARE EFFECTIVE AS OF THE LATERDATE OF EXECUTION OF THE APPLICABLE STATEMENT OF WORK OR QUOTATION MAKING REFERENCE TO
THIS AGREEMENT.
ANY AND ALL REFERENCES TO "CUSTOMER" SHALL BE DEEMED TO MEAN THE CUSTOMER SET FORTH IN AN
APPLICABLE STATEMENT OF WORK OR QUOTATION.
THIS AGREEMENT IS A LEGALLY BINDING DOCUMENT BETWEEN YOU (MEANING THE INDIVIDUAL PERSONOR THE ENTITY THAT THE INDIVIDUAL REPRESENTS THAT HAS OBTAINED THE SOFTWARE AND HARDWARE
FOR ITS INTERNAL PRODUCTIVE USE AND NOT FOR OUTRIGHT RESALE) (THE “CUSTOMER”) AND ARCHER (WHICH
MEANS (I) IF CUSTOMER IS LOCATED IN THE UNITED STATES, MEXICO OR SOUTH AMERICA, THEN THIS IS ALEGAL AGREEMENT BETWEEN THE CUSTOMER AND ARCHER WITH “ARCHER” MEANING ARCHERTECHNOLOGIES LLC. IF CUSTOMER IS LOCATED OUTSIDE OF THE UNITED STATES, MEXICO OR SOUTH
AMERICA, THEN THIS IS A LEGAL AGREEMENT BETWEEN THE CUSTOMER AND ARCHER, WITH “ARCHER”
MEANING (II) ARCHER TECHNOLOGIES IRELAND LIMITED, OR (III) OTHER AUTHORIZED ARCHER ENTITY AS
IDENTIFIED ON THE ARCHER QUOTE OR OTHER ARCHER ORDERING DOCUMENT.
THIS AGREEMENT SETS FORTH THE GENERAL TERMS AND CONDITIONS UNDER WHICH CUSTOMER MAY
PERIODICALLY ENGAGE ARCHER TO PROVIDE CERTAIN PROFESSIONAL, EDUCATIONAL, OPERATIONAL ANDTECHNICAL SERVICES ("SERVICES") TO CUSTOMER ON A PROJECT BASIS PURSUANT TO A STATEMENT OF
WORK THAT WILL BE ENTERED INTO BETWEEN ARCHER AND CUSTOMER ("SOW") FOR EACH ENGAGEMENT.
SOWs may, among other things, consist of (i) a separately executed, long form services specification; or (ii) a short form service
description (a “Service Brief”). All references to SOW shall include, where applicable, the Service Briefs.
This Agreement may be superseded by any written agreement signed by both Customer and Archer.
1.

DEFINITIONS.

A. “Deliverables” means any reports, analyses, scripts, code or other work results which have been delivered by Archer toCustomer within the framework of fulfilling obligations under the SOW.
B. “Proprietary Rights” means all patents, copyrights, trade secrets, methodologies, ideas, concept, inventions, know- how,techniques or other intellectual property rights of a party.
2.

SERVICES.

A. Scope. Archer shall provide the services described in a SOW that details the relationship of the parties with regard to a
specific project. Each SOW shall (i) be signed by the parties; (ii) incorporate by reference this Agreement; and (iii) state thepertinent business parameters, including, but not limited to, pricing, payment, expense reimbursement, and a detailed description of
the Services to be provided. In the case of the Service Brief, related pricing is as stated in a quote to Customer from Archer. In
case of conflict between the SOW and the terms of this Agreement, the SOW shall normally take precedence. However, to theextent that the SOW contains terms that conflict with terms in the Agreement pertaining to intellectual property and/or proprietary
rights, indemnification, warranty (including remedies and disclaimers), and/or limitation of liability, the conflicting terms in
the SOW shall supersede those in the Agreement only if the SOW clearly indicates that the parties are intentionally overriding theterms in the Agreement solely for purposes of such SOW. The Professional Services and resulting Deliverables may include
advice and recommendations, but Customer agrees that all decisions whether to implement, in whole or in part, any Deliverables,
advice, or recommendations are solely Customer’s responsibility. Archer is not providing legal or regulatory advice in any
Professional Services.
B.

Placement of Archer Personnel. Archer shall have the sole responsibility for personnel placement as well as for allotherhuman resources issues (e.g. vacation). Archer will only utilize employees or contractors that are sufficiently qualified. If specificArcher personnel cease to perform due to illness, resignation or any other reason, Archer shall without undue delay use reasonable
efforts to provide a substantially equivalent replacement as soon as reasonably possible. Archer’s contact person responsible forMarch 2024

liaising with Customer will exclusively be the person identified by Archer as being responsible for the project. No
employee/employer relationship is intended or shall be established by any SOW.
C. Standard Work Day. The standard work day is any eight (8) hour period of work, between 8:00 AM and 6:00 PM, Monday
through Friday, excluding public holidays at the Archer location providing Professional Services.
D. Customer Responsibilities. Customer agrees to provide Archer with the full cooperation it needs to perform theProfessional Services. This includes timely access to Customer office accommodations, facilities, network, computer systems,
and storage equipment. Customer also agrees to provide assistance and complete and accurate information and data from officers,
agents, project sponsors, subject matter experts, and employees as Archer may request, in addition to suitably configured,licensed, and operational computer and storage products involved in delivery of the Professional Services. If Customer fails toprovide the requisite cooperation on a timely basis, Archer will be relieved of any schedule, milestone, or financial commitments
associated with the Professional Services. Customer remains responsible for the physical and network security of Customer’s
environment. Customer shall also perform its specific obligations as described in the relevant SOW, and, if necessary, assist andsupport Archer in the provision of the Professional Services as reasonably requested by Archer, and shall provide all conditions in
its business necessary for due performance of Professional Services by Archer.
3.

TERM AND TERMINATION.

A. Term; Survival. The term of this Agreement commences on the later date of execution of an applicable SOW and shallremain in effect unless terminated as provided below. Upon any termination of this Agreement, Sections 1, 2, 3, 4, 5, 6 7(B), and8 through 13 hereof shall survive in accordance with their terms. Termination of this Agreement or any SOW shallnot limit either
party from pursuing other remedies available to it, including injunctive relief, nor shall such termination relieve Customer of
its obligation to pay all fees and expenses for all Services performed, including any Deliverables associated with such Services,
as of the date of termination.
B. Termination for Breach. Either party may notify the other in writing in case of the other's alleged breach of a material
provision of this Agreement and/or an applicable SOW. The recipient shall have thirty (30) days from the date of receipt of such
notice to effect a cure. If the recipient of the notice fails to effect a cure within such period, then the sender of the notice shallhave the option of sending a written notice of termination of the applicable SOW(s), or the Agreement if the breach affects multiple
SOWs, which notice shall take effect upon receipt.
4. PROPRIETARY RIGHTS.
A. Grant of License Rights in Deliverables. Subject to (a) Customer’s payment to Archer of any applicable Professional
Services fees, (b) Customer’s compliance with the terms of the Agreement, any applicable SOW(s), and (c) Archer’s Proprietary
Rights incorporated into any Deliverables, Archer grants Customer a non-exclusive, non-transferable, non- sublicensable license
to use, copy, and create derivative works from the Deliverables for Customer’s internal business operations, as contemplated by
the applicable SOW(s). The license granted in this section does not apply to: (i) Customer- furnished material; (ii) any Products;(iii) any Third Party Products; or (iv) items licensed or otherwise provided under a separate agreement.
B. Reservation of Proprietary Rights. Each party reserves for itself all Proprietary Rights that it has not expressly granted tothe other. Archer shall not be limited in developing, using or marketing services or products which are similar to the Deliverables
or Professional Services provided hereunder, or, subject to Archer’s confidentiality obligations to Customer, in using the
Deliverables or performing similar Professional Services for any other projects.
C. Third Party Products. Customer grants Archer a non-exclusive, non-transferable right to use Third Party Products that
Customer provides for Archer’s use to perform the Professional Services described in an applicable Service Agreement(s)document. Any configuration or modification that Archer makes to any Customer-provided Third Party Products or work productincorporating Third Party Products is subject to Customer’s agreement with the applicable third party.
5. CONFIDENTIALITY.
A. Confidential Information. "Confidential Information" means any information that is marked “confidential” or“proprietary” or any other similar term or in relation to which its confidentiality should by its nature be inferred or, if disclosed
orally, is identified as being confidential at the time of disclosure and, within two (2) weeks thereafter, is summarized,
appropriately labeled and provided in tangible form. Confidential Information does not include information that is (i) rightfullyin the receiving party’s possession without prior obligation of confidentiality from the disclosing party; (ii) a matter ofpublic knowledge; (iii) rightfully furnished to the receiving party by a third party without

confidentiality restriction; or (iv) independently developed by the receiving party without reference to the disclosing party's
Confidential Information. Each party shall (a) use Confidential Information of the other party only for the
purposes of exercising rights or performing obligations in connection with this Agreement or any purchase order hereunder; and(b) protect from disclosure to any third parties, by use of a standard of care equivalent to that as used by recipient to protect its
own information of a similar nature and importance, and, no less than the use of reasonable care, any Confidential Information
disclosed by the other party for a period commencing upon the date of disclosure until three(3) years thereafter, except with respect to (1) Customer data to which Archer may have access in connection with the provisionof Services, which shall remain Confidential Information until one of the exceptions stated in the above definition ofConfidential Information applies; and (2) Confidential Information that constitutes, contains or reveals, in whole or in part,
March 2024

Archer proprietary rights, which shall not be disclosed by the receiving party at any time. Notwithstanding the foregoing, thereceiving party may disclose Confidential Information (A) to its Affiliate for the purpose of fulfilling its obligations or
exercising its rights hereunder as long as such Affiliate complies with the foregoing; and (B) to the extent required by law(provided the receiving party has given the disclosing party prompt notice).
B. Publicity. Each party shall not, and shall not authorize or assist another to, originate, produce, issue or release any written
publicity, news release, marketing collateral or other publication or public announcement, relating in any way to this Agreement
or any SOW entered into hereunder, without the prior written approval of the other, which approval shall not be unreasonably
withheld; provided, however, that Archer may identify Customer for reference purposes.
6. PAYMENT TERMS. Archer shall submit invoices for fees and reimbursable costs and expenses and Customer shall pay each

invoice in the manner specified in the applicable SOW. Customer will also pay all related taxes and withholdings, except for those
based on Archer's net income. If Customer is required to withhold taxes, then Customer will forward any withholding receipts toArcher. Subject to Archer's credit approval, all amounts are due in the currency stated on the invoice and in full thirty(30) days after the date of Archer's invoice, with interest accruing thereafter at the lesser of 1.5% per month or the highest lawfulrate.
7. WARRANTY.
A. Warranty. Archer shall perform Services in a workmanlike manner in accordance with generally accepted industry
standards. Customer must notify Archer of any failure to so perform within ten (10) days after the performance of the applicableportion of the Services. Archer's entire liability, and Customer's sole remedy, for Archer's failure to so perform shall be for Archer
to, at its option, (i) use reasonable efforts to correct such failure, and/or (ii) terminate the applicable SOW and refund thatportion of
any fees received that correspond to such failure to perform.
B. Disclaimer and Exclusions. EXCEPT AS EXPRESSLY STATED HEREIN, AND TO THE MAXIMUM EXTENTPERMITTED BY APPLICABLE LAW, WITH REGARD TO PRODUCTS, SERVICES OR ANY OTHER ITEMS OR
MATTERS ARISING HEREUNDER, Archer (INCLUDING ITS SUPPLIERS) MAKES NO OTHER EXPRESSWARRANTIES, WRITTEN OR ORAL, AND DISCLAIMS ALL IMPLIED WARRANTIES. INSOFAR AS PERMITTEDUNDER APPLICABLE LAW, ALL OTHER WARRANTIES ARE SPECIFICALLY EXCLUDED, INCLUDING, BUT NOT
LIMITEDTO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE
AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING BY STATUTE, OPERATION OF LAW, COURSE OF
DEALING OR PERFORMANCE, OR USAGE OF TRADE.
8. LIMITATION OF LIABILITY.
A. Limitations on Damages. The limitations, exclusions and disclaimers stated below apply to any and all disputes, claims, orcontroversies (whether in contract, tort, or otherwise) related to or arising out of this Agreement or any SOW or order (“Dispute”).
The terms of this Section are agreed allocations of risk constituting part of the consideration for Archer’s sale of Professional
Services to Customer 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 possibility of the liabilities.
A(1) Limitation on Direct Damages. Except for Customer’s obligations to pay for services, Customer’s violation of the restrictions
on use of Professional Services or Archer’s or its Affiliates’ intellectual property rights, each party’s total liability arising out of
any Dispute or any matter under this Agreement, is limited to the amount Customer paid to Archer during the twelve months before
the date that the matter or Dispute arose for the Professional Services, or both that are the subject of the Dispute, but excluding
amounts received as reimbursement of expenses or payment of taxes.
A(2) No Indirect Damages. Except for Customer’s payment obligations and violation of Archer’s or its Affiliates’ intellectual
property rights, neither Archer nor Customer has liability to the other for special, consequential, exemplary, punitive, incidental,
or indirect damages, or for lost profits, loss of revenue, loss of data, or loss of use, or procurement of substitute Professional
Services.
B. Regular Backups. Customer is solely responsible for its data. Customer must backup its data before Archer performs any
remedial, upgrade, or other work on Customer’s systems. If applicable law prohibits exclusion of liability for lost data, then Archer
will only be liable for the cost of commercially reasonable and customary efforts to recover the lost data from Customer’s lastavailable backup.
C. Limitation Period. Except as stated in this Section, all claims must be made within the period specified by applicable law. If thelaw 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 12 months after the cause of action accrues.
9. TRADE COMPLIANCE. Customer’s purchase of licenses for Software and access to related technology (“Materials”) arefor its own use, not for resale, export, re-export, or transfer. Customer is subject to and responsible for compliance with theexport control and economic sanctions laws of the United States and other applicable jurisdictions. Materials may not be used,
sold, leased, exported, imported, re-exported, or transferred except with prior written authorization by Archer. or its Affiliates
andin compliance with such laws, including, without limitation, export licensing requirements, end-user, end-use, and end-destination
restrictions, and prohibitions on dealings with sanctioned individuals and entities, including but not limited to persons on the
Office of Foreign Assets Control's Specially Designated Nationals and Blocked Persons List or the U.S. Department ofMarch 2024

Commerce Denied Persons List. Customer represents and warrants that it is not the subject or target of, and that Customer is not
located in a country or territory (including without limitation, North Korea, Cuba, Iran, Syria, and Crimea) that is the subject ortarget of, economic sanctions of the United States or other applicable jurisdictions. Customer 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 Customer’s receipt, use, transfer, modification, or disposal of Software. Customer 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 byArcher, and that Archer will not provide warranty, repair, customer support, or other services in connection with such end uses.
Customer certifies that any software, disk images, or other data provided to Archer 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 Customer later
returns the Software to Archer or grants Archer access to the Software, Customer will not include or otherwise make available toArcher any such technical data, software, or technology. Customer agrees to indemnify and hold Archer harmless for any
liability, loss, damage, cost, expense, or penalty arising from Customer’s non-compliance with the AECA, ITAR, or the provisionsof this Section.
10. NOTICES. Any notices permitted or required under this Agreement and/or any SOW entered into hereunder shall be in writing,and shall be deemed given when delivered (i) in person; (ii) by overnight courier, upon written confirmation of receipt; (iii) by
certified or registered mail, with proof of delivery; (iv) by facsimile transmission with confirmation of receipt; or (v) by email,withconfirmation of receipt. Notices shall be sent to the address, facsimile number or email address set forth above, or at such otheraddress, facsimile number or email address as provided to the other party in writing.
11. INDEPENDENT CONTRACTORS. The parties shall act as independent contractors for all purposes under this Agreement.
Nothing contained herein shall be deemed to constitute either party as an agent or representative of the other party, or both parties as
joint venturers or partners for any purpose. Neither party shall be responsible for the acts or omissions of the other party, and neither
party will have authority to speak for, represent or obligate the other party in any way without the prior written approval of the otherparty.
12. MISCELLANEOUS. This Agreement and any SOW(s) entered into hereunder (i) shall constitute the complete statement of
the agreement of the parties with regard to the subject matter hereof and (ii) may be modified only by a writing signed by authorized
representatives of both parties. Except for the payment of fees, neither party shall be liable under this Agreement or anySOW becauseof a failure or delay in performing its obligations hereunder on account of any force majeure event, such as strikes,riots, insurrection,
terrorism, fires, natural disasters, acts of God, war, governmental action, or any other cause which is beyond the reasonable controlof such party. Archer shall not be liable under this Agreement or any SOW because of failure or delay in performing its obligations
hereunder on account of Customer's failure to provide timely access to facilities, space, power, documentation, networks, files,
software, and Customer personnel that are reasonably necessary for Archer to perform its obligations.Neither party may assign thisAgreement to a separate legal entity, without the other party's written consent. Neither party shall unreasonably withhold or delaysuch consent; provided, however, that such written consent shall not be required if (i) either party assigns this Agreement to a
separate entity in connection with a merger, acquisition, or sale of all or substantially all of its assets with or to such other separate
entity, unless the surviving entity of the merger, acquisition, or sale of assets is a direct competitor of the other party. Nothing hereinshall limit Archer's right to assign its right to receive and collect payments hereunder. All terms of any purchase order or similar
document provided by Customer, including but not limited to any pre-printed terms thereon and any terms that are inconsistent, add to,or conflict with this Agreement and/or an SOW, shall be null and void and of no legal force or effect. Nowaiver shall be deemed awaiver of any prior or subsequent default hereunder. If any part of this Agreement and/or any SOW entered into hereunder is held
unenforceable, the validity of the remaining provisions shall not be affected.
13. GOVERNING LAW. This Agreement is governed by: (i) the laws of the Commonwealth of Massachusetts when Archer means

Archer Technologies LLC; (ii) the laws of the applicable country in which the applicable Archer Technologies LLC subsidiary isregistered to dobusiness when Archer means the local Archer Technologies LLC subsidiary, and (iii) the laws of Ireland when Archer
means Archer Technologies Ireland Limited. In each case, the applicability of laws shall exclude any conflict of law rules. The U.N.
Convention on Contracts for the International Sale of Goods shall not apply. In the event of a dispute concerning this Agreement,
Customer consents to the sole and exclusive personal jurisdiction of the courts of competency in the location where Archer is domiciled.

14. CUSTOM APPLICATION SUPPORT. If Customer elects to receive Custom Application Support for the Services provided byArcher to Customer, such Support shall be (i) provided pursuant to the terms and conditions set forth in Exhibit A hereto, and (ii)provided for the period specified in the applicable quotation.
15. TRAINING SERVICES. If Customer elects to receive Training Services provided by Archer, the terms and conditions set

forthin Exhibit B hereto shall apply.

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EXHIBIT A

CUSTOM APPLICATION SUPPORTThis Exhibit A to the Professional Services Agreement between Archer and Customer (the “Agreement”) addresses Archer’s
provision of Custom Application Support. Any such support will be provided subject to the terms and conditions of the Agreement
and those set forth herein. In the event of a conflict between the terms and conditions of this Exhibit and the terms and conditions of theAgreement, with respect to Custom Application Support, the terms and conditions of this Exhibit shall govern.
1.

Definitions(a) Any term not defined herein, but defined in the Agreement, shall be deemed to have that definition identified in the Agreement.
(b) “Custom Application Support” means a maintenance program offered by Archer on an optional basis which provides its
customers with maintenance of custom software developed and/or delivered under a professional services agreement or otherequivalent agreement. This optional maintenance program consists of the technical services described in Section 2 below.
(c) “Custom Application Support Fee” means the fee charged to Customer as quoted by an authorized Archer representative forprovision of the Custom Application Support described herein, exclusive of any separate time and materials amounts attributed
to additional support services which may be performed by Archer at the election of the Customer.
(d) "Error" shall mean any reported malfunction, error or other defect in the custom software that can be reproduced by Archer
andconstitutes a non-conformity from the applicable statement of work.
(e) “Maintenance Agreement” means an agreement executed by and between Customer and Archer which provides the terms
under which Archer supports Customer’s use of Archer’s generally available products.
(f) “Severe Bug” or “S1 Bug” means a bug that causes a severe problem that prevents customer from performing business critical
functions.
(g) “Enhancement” means an improvement to custom software that results in additional functionality, including upgrades toaddress patches and/or upgrades of, or other changes in, dependent products such as operating systems, server software, etc.
not specifically identified in the Statement of Work.
2.

Archer’s Obligations.

Prior to receiving Custom Application Support, a Customer must have executed and have paid all fees outstanding under the
Maintenance Agreement. So long as this Exhibit and the Maintenance Agreement remain in effect, Archer shall provide thefollowing services to Customer under the Custom Application Support program:(a) Provide telephone consultation to Customer with respect to the custom software during the hours in which Customer receives
support under the Maintenance Agreement. Calls for Custom Application Support should be directed to the applicabletechnical support centers listed at the following link: https://www.archerirm.community/t5/general-support-information/customerguide-to-archer-technical-support/ta-p/670586(b) Provide initial response within four (4) hours of Customer’s report of all S1 Bugs.
(c) Isolate and verify S1 Bugs; and correct such S1 Bugs to the extent determined necessary by Archer.
In addition to the services described above, at the election of Customer, Archer may provide additional support on a separate
timeand materials basis to address and develop Enhancements and fixes for non S1 Bugs.
3.

Customer’s Obligations.

In order to receive the Custom Application Support services described herein, Customer agrees to:(a) Continue to subscribe to one of Archer’s support offerings.
(b) Use reasonable efforts to ensure that reported S-1 Bugs have been isolated from the standard Archer products to confirm that
the S-1 Bug is custom software related. Maintenance and support issues related to standard Archer products will be supported
under the terms of a separate Maintenance Agreement between Archer and Customer.
(c) Customer must provide, support and allow Archer access to all hardware and software necessary to provide Custom
Application Support.
(d) Identify a single point of contact familiar with the custom software that will be responsible for calling for support.
4.

Limitations

Not included in the Custom Application Support services described herein are:(a)

Repair or replacement of custom software required as a result of causes other than normal use, including, without
limitation, repair, maintenance, alteration or modification of the custom software by persons other than Archer orArcherMarch 2024

(b)
(c)
(d)
5.

authorized personnel; accident, fault or negligence of the Customer; operator error or improper use or misuse of the custom
software; or causes external to the custom software, such as but not limited to failure of electrical systems, or fire or water
damage.
Modification or replacement of the custom software due to incompatibilities in or failure of the custom software resulting
from patches and/or upgrades of, or other changes in, dependent products such as operating systems, server software, etc.
not specified in the Statement of Work.
Repair, alteration or replacement required due to modifications made to the custom software by persons other than Archer
orArcher-authorized personnel, or the use of the custom software with software or equipment other than that for which thecustom software was originally developed.
Maintenance support due to Customer’s noncompliance of the provisions of Section 3 herein.
Payment and Term(a) Payment of the Custom Application Support Fee shall be due net thirty (30) days from date of Archer invoice.
(b) The initial term of this Exhibit shall begin upon execution of the Agreement. Subject to Section 5(c), Custom Application
Support may subsequently be renewed on an annual basis, unless Archer notifies Customer at least sixty (60) days before theexpiration of the initial term or any renewal term of its intent not to renew Custom Application Support.
(c) Custom Application Support specifically excludes support for any version of the custom software released by Archer which
has reached its "end of primary support" (EOPS) date, as determined by Archer. Each custom software deliverable will reach
its EOPS date after a period of not less than thirty-six (36) months following the date of that deliverable’s "General
Availability" (or "GA" release date, as this term is generally understood in the software industry). This time period may be
extended by Archer at its sole discretion. For certain custom software deliverables, Customers may enter into an Extended
Support agreement for a period of one or two years to obtain Custom Application Support for custom software which has
already reached its EOPS date.
(d) If Custom Application Support expires or is terminated, and Customer subsequently seeks to reinstate Custom Application
Support, Customer shall pay the cumulative (a) Custom Application Support Fees applicable for the period during which
support lapsed; and (b) the then-current reinstatement fee, as quoted by an authorized Archer representative, distributor orreseller.

March 2024

EXHIBIT B
SUPPLEMENTAL TERMS AND CONDITIONS APPLICABLE TO Archer TRAINING SERVICES(a) All materials provided by Archer University for training services are the property of Archer. Customer shall not duplicate
such materials and may use the materials solely in conjunction with the training provided by Archer hereunder. Use ofArcher On-Demand Training (e.g. Archer On-Demand Learning, On-Demand Labs and On-Demand Classroom training)is limited to a single user. Archer reserves all rights not expressly granted to Customer in the applicable governing agreement.
(b) An order for training services is valid for a period of twelve (12) months from the date of purchase (the “Term”) and may
not be combined with other discounts, offers or promotions.
(c) Customer will be invoiced for Archer training at the time of order submission, and expected to pay in accordance with
Section 6 (Payment Terms) of the Agreement.
(d) Training courses are non-cancelable and non-refundable. Changes to a course order will only be accepted in writing. If for
any reason you wish to reschedule a training course your request must be received at least ten (10) business days prior to
the start date for the scheduled training course for which you registered. Full tuition will be charged for rescheduling
requests received less than ten (10) business days prior to the start date for the scheduled training course. The same rules
apply to any virtually delivered training courses as well. Please note that once activated, any On-Demand training courses
may not be substituted for another course, it will be viewed as delivered and consumed.
(e) In the event Archer cancels or reschedules a public open enrollment course, you will be notified of such cancellation or
rescheduling by Archer. Once notified you may request a refund or you may reschedule your attendance. In no event will
Archer be liable for nonrefundable travel arrangements in the event of a course cancellation or rescheduling.
(f) At the end of the applicable Term, any pre-paid, remaining unused training shall expire and shall be forfeited. No refunds
shall be provided based on any remaining, pre-paid unused training. All classes must be registered and attended during theTerm; provided, however, if Archer cancels and reschedules a class past the “expiration date” of the Term, you may attend
the next scheduled training class.
(g) For Private Classroom (on-site courses), the customer shall provide a classroom which will allow sufficient space toaccommodate the expected number of students (limit of ten (10) students per class), will support connection to the Archer
University virtual lab environment (if applicable), table space for a computer for each student, a blackboard or whiteboard
for instructor use, and an LCD projector for presentations and demonstrations. If space such as a conference room is being
utilized as a classroom, it should be located in an area that affords minimal external distractions and noise. A proximity toservices such as rest rooms and coffee/food service is also helpful; students tend to maximize their learning experience in
a comfortable environment.
(h) For courses delivered as a Private Classroom (on-site), one trip to the customer location is included in the price of theservices. This trip may be up to five (5) days in duration. Any additional travel will require written approval by Customer
and will be invoiced at actual cost.
(i) Training Credits(TC’s):
1. Training Credits are a training currency which may be used to acquire education products and services as offeredby Archer University training.
2. Training Credits may only be redeemed for Education Services provided directly by Archer.
3. Training Credits are intended to be used within their applicable product line. Customer will need to submit a
Change Request to support Training Credits use for training associated to other product lines.
4. Training Credits are utilized by students belonging to a specific company site. Usage is tracked by theArcherLearning Management System and customers are accountable for tracking their own Training Credit usage.
5. Training Credit may not be used for Education Subscription purchases.
6. Training Credits are valid for a period of one (1) year from the original date of purchase and are non-refundable.
7. Training Credits are only transferable within an individual company site.

March 2024