This Master Subscription Agreement (this “Agreement”) is entered into by BluWave Inc. (“BluWave-ai”), a Canadian corporation having its registered office at 102-62 Steacie Drive, Ottawa, ON K2K 2A9 and the Customer identified on the electronic or written order form or quote referencing this Agreement (“Order Form”), effective as of the effective date identified in that Order Form (“Effective Date”). Capitalized terms in this Agreement are defined in Section 1 (Definitions) and elsewhere in this Agreement.

This Agreement and all Order Forms govern Customer’s access to and use of BluWave-ai’s Service . Customer and BluWave-ai may be referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

In the event of any conflicts between this Agreement, any Order Form, the following order-of-precedence applies: Order Forms take precedence and prevail over this Agreement solely with respect to their respective subject matter.

1. DEFINITIONS

“Aggregate Basis” refers to the combination of parts of information collected or processed from the user, not containing the Customer’s name, with other information from any or all other Customers of the Services, which will not be used in a manner that discloses any individually identifiable information about the user or any specific transactions in which the user has engaged.

“BluWave-ai Service” means BluWave-ai’s proprietary software-as-a-service product for grid energy optimization.

“Business Day” means any day, other than Saturday, Sunday or any statutory holiday in the Province of Ontario.

“Confidential Information” means any business, marketing, technical, scientific, trade secret, intellectual property, pricing or other information disclosed by either Party which, at the time of disclosure is designated as confidential (or like designation), is disclosed in circumstances of confidence, or would be understood by the parties, exercising reasonable business judgment, to be confidential.

“Customer Data” means any electronic data, information or any derivatives thereof, uploaded, submitted or otherwise transmitted to or through the BluWave-ai Service by or on behalf of Customer, including data from Customer’s grid network sensor and/or IT systems

“Deliverables” means software as a service product.

“Documentation” means the user and reference manuals, in whatever form recorded, provided by BluWave-ai for access to the BluWave-ai Service.

“Fees” means the amounts paid or payable by Customer to BluWave-ai for use of the Services.

“Services” mean any and all services that BluWave-ai provides to Customer pursuant to this Agreement including access to the BluWave-ai Service.

“Support Services” means the general maintenance services and technical support provided as part of BluWave-ai’s software as a service.

“System” means third party hosting facility and/or other systems used by BluWave-ai to host the BluWave-ai Service.

2. SERVICE AND LICENSE

2.1 License Grant. Subject to the terms and conditions of this Agreement and payment of the applicable fees, BluWave-ai hereby grants to Customer a non-exclusive, non-transferable limited purpose license to access and use the BluWave-ai Service for Customer’s internal business purposes during the Term. This license is granted for a single user unless otherwise specified in the Order Form.  

2.2. Restrictions. Customer shall use the BluWave-ai Service solely as contemplated in this Agreement and shall not license, sublicense, sell, resell, lease, transfer, assign, distribute, time share or otherwise make the BluWave-ai Service available to any third party. Customer shall not: (i) modify, translate, reverse engineer, decompile, disassemble, create derivative works, or attempt to reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques or algorithms of the BluWave-ai products by any means whatsoever except to the extent that enforcement is prohibited by applicable law notwithstanding a contractual provision to the contrary; (ii) circumvent any user limits or other use restrictions that are built into the BluWave-ai Service; (iii) remove any proprietary notices, labels, or Marks from the BluWave-ai Service; or (iv) access the BluWave-ai Service in order to (a) build a competitive product or service; or (b) copy any ideas, features, functions or graphics of the BluWave-ai Service.

2.3. Customer Responsibilities. Customer is responsible for any and all Customer Data and for compliance with this Agreement including obtaining all necessary licenses, permissions and consents to enable any personal information contained in the Customer Data to be processed and transmitted via the BluWave-ai Service. Customer shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of the Customer Data; (ii) safeguard any login details provided for accessing the BluWave-ai Service and prevent unauthorized access to or use of the BluWave-ai Service and shall notify BluWave-ai promptly upon becoming aware of any such unauthorized access or use; and (iii) comply with all applicable local, state, provincial, federal and foreign laws in using the BluWave-ai Service.

2.4. Support. Any support issues with the BluWave-ai Service which Customer cannot resolve should be notified to BluWave-ai and will be addressed in accordance with the Service Level Agreement – Exhibit A. BluWave-ai will use commercially reasonable efforts to make the BluWave-ai Service available during the Term except for: (i) planned downtime, or (ii) any unavailability caused by circumstances beyond BluWave-ai’s reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, Customer data centre or infrastructure failures, or Internet service provider failures or delays.

2.5. Reservation of Rights. The rights granted under this Agreement are only as expressly set forth herein.  No other right is or shall be deemed to be granted, whether by implication, estoppel, inference or otherwise, by or as a result of this Agreement or any conduct of either Party under this Agreement.

3. FEES AND PAYMENT TERMS

3.1 Fees. Pricing for use of the BluWave-ai Service and any other Services will be set out in the Order Form (the “Fees”).  BluWave-ai may vary the Fees, subject to BluWave-ai giving Customer not less than 90 days’ notice of such increase prior to the end of the then-current Term. Upon notice of a price change, Customer shall have the option to terminate this Agreement within 90 days of being notified of the price change by providing written notice to BluWave-ai.

3.2 Payment Terms. All payments of Fees for use of the BluWave-ai Service are due and payable on the 1st of the month, or the first day of the service billing period as specified on the Order Form if it is not monthly.   Any payment not received from Customer by the due date will accrue late payment charges at the rate of three percent (3%) of the outstanding balance per month; from the date such payment was due until the date paid.

3.3 Overdue. If Customer account is five (5) or more days overdue, in addition to any of its other rights or remedies, BluWave-ai reserves the right to suspend use of the BluWave-ai Service provided to Customer, until such amounts are paid in full or terminate the BluWave-ai Service and this Agreement.  Suspension of Services shall not be deemed to be a termination of this Agreement by BluWave-ai.

3.4 Taxes and Deductions. The Fees are exclusive of applicable taxes. Each Party agrees to pay all taxes, fees, value-added surcharges, import and export duties, and other assessments levied by federal, state, provincial, local and other governments related to its payments to the other under this Agreement, except for any withholding taxes on amounts due to a Party, which shall be borne by that Party and which shall be deducted by the paying Party from any payment remitted to the other Party.  Each Party shall remit these taxes on behalf of the payee Party and provide the payee with the evidence of remittance.

4. DATA SECURITY

4.1 Data Security and Privacy. BluWave-ai acknowledges and agrees that it shall be responsible for establishing and maintaining an information security program that is designed to:  (i) ensure the security and confidentiality of Customer Data, including, without limitation, implementing and maintaining backup, security and business continuity measures and other technical and organizational measures and using industry standard cloud service providers; (ii) protect against any anticipated threats or hazards to the security or integrity of Customer Data; (iii) protect against unauthorized access,  accidental, or unlawful alteration, loss or destruction of or use of Customer Data; and (iv) ensure the proper disposal of Customer Data.

4.2 Privacy Policy. BluWave-ai handles personal information in accordance with the data practices set out in the BluWave-ai Privacy Policy located at https://www.bluwave-ai.com/privacy-policy.  

5. INTELLECTUAL PROPERTY AND CONFIDENTIALITY

5.1 Title. BluWave-ai owns and shall retain all right, title and interest (including without limitation all patent rights, copyrights, trademark rights, trade secret rights and other intellectual property rights, together “Intellectual Property Rights”), in and to BluWave-ai’s trademarks and branding, materials and the BluWave-ai Service, including any and all modifications, upgrades, updates, derivatives, improvements and enhancements to the same.  Customer acknowledges and agrees that it has no right, license or authorization with respect to any of the technology underlying the BluWave-ai Service (including any Intellectual Property Rights therein) except as expressly set forth in this Agreement. All other rights in and to the BluWave-ai Service and BluWave-ai are expressly reserved by BluWave-ai and its licensors.

5.2 Feedback. BluWave-ai may freely use any suggestions, feedback or ideas Customer may provide. By providing any feedback to BluWave-ai, Customer grants BluWave-ai a perpetual, worldwide, fully transferable, sub-licensable, non-revocable, royalty free, license to use the feedback that Customer provides. BluWave-ai may put Customer’s provided feedback in various uses that may include but not limited to modifying and improving the BluWave-ai Service, BluWave-ai’s other current and future services/products, services advertising or marketing materials.

5.3 Customer Data. Customer shall exclusively own all Customer Data.   Customer hereby grants BluWave-ai a non-exclusive, non-transferable, sublicensable, royalty-free, worldwide right to handle Customer Data to: (i) provide Customer any Services or Deliverables set out in this Agreement; (ii) generate Aggregate Data (as defined in Section 5.4 below); (iii) sublicense the right referred to in subsection (i) to any Subcontractor solely to the extent necessary to enable such Subcontractor to fulfill its obligations to BluWave-ai.

5.4 Aggregate Data.  In using the BluWave-ai Service, Customer hereby grants BluWave-ai full rights, but not the obligation, to aggregate and anonymize Customer Data and information collected so that it does not identify Customer as a user, identify specific Customer service usage, or contain any other confidential Customer information (“Anonymous Data”). Customer agrees that BluWave-ai: (i) has full ownership over Anonymous Data regardless of any Intellectual Property Rights in Customer Data; (ii) has full license to create derivative works and extract information from Anonymous Data; (iii) has full license to combine Anonymous Data (hereafter “Aggregate Data”); (iv) has the right to use the Aggregate Data on an Aggregate Basis only in the furtherance of BluWave-ai’s business; and (v) may disclose, sell and publish Aggregate Data on an Aggregate Basis to any party through any means

5.4.1 Derived Data. Derivative works created by BluWave-ai include Derived Data from customer datathat has been processed, anonymized, aggregated, encoded, transformed or otherwise manipulated byBluWave-ai. Derived data does not identify the Customer and cannot with reasonable means beattributed or traced back to Customer Data by third parties. BluWave-ai retains full ownership andrights over Derived Data.

5.5 Confidentiality.  Each Party shall treat as confidential all Confidential Information of the other Party, shall not use such Confidential Information except to exercise its rights and perform its obligations under this Agreement herein, and shall not disclose such Confidential Information to any third party.  Without limiting the foregoing, each of the parties shall use at least the same degree of care it uses to prevent the disclosure of its own confidential information of like importance, which care shall be no less than reasonable care, to prevent the disclosure of Confidential Information of the other Party.  Each Party shall promptly notify the other Party of any actual or suspected misuse or unauthorized disclosure of the other Party's Confidential Information. Confidential Information shall not include information which (i) becomes a part of the public domain through no act or omission of recipient; (ii) was in recipient’s lawful possession prior to the disclosure by discloser and had not been subject to limitations on disclosure or use, as shown by recipient’s files existing at the time of disclosure; (iii) is independently developed by recipient’s employees or independent contractors who have not had access to the Confidential Information; or (iv) is lawfully disclosed hereafter to recipient, without restriction, by a third party who did not acquire the information directly or indirectly from discloser. Customer and BluWave-ai agree that the Confidential Information provided by BluWave-ai shall be used by Customer solely to receive Services set forth in this Agreement and for no other purpose. Notwithstanding the foregoing, the recipient may disclose Confidential Information of the discloser to the extent it is required by a valid order of a court or other governmental body having jurisdiction, provided that the recipient provides the discloser with reasonable prior written notice and makes a reasonable effort to obtain, or to assist the discloser in obtaining, a protective order.

6.TERM AND TERMINATION

6.1 Agreement Term. This Agreement shall commence on the execution of the Order Form for Services referencing this Agreement. The Agreement will continue in full force and effect for the initial term specified on the Order Form for Services (“Initial Term”) until the expiration or termination refenced in Order Form, unless otherwise terminated earlier as provided herein.

6.2 Service Term.  Unless otherwise agreed in an Order Form, the subscription term of the BluWave-ai Service shall automatically renew for terms in equal length to the Initial Term (each a “Renewal Term”), unless or until terminated by a Party giving at least 30 days written notice of termination prior to the expiry of the Initial Term.   All other Services shall be provided for the term specified in the applicable Statement of Work.

6.3 Termination.  Either Party (the “Terminating Party”) may terminate this Agreement by written notice to the other Party (the “Defaulting Party”) of any material breach by the Defaulting Party of any material provision of this Agreement and if the Defaulting Party does not cure such breach to the reasonable satisfaction of the Terminating Party within thirty (30) days from the date of its receipt of such written notice, this Agreement shall be terminated effective as of such date without any further action required on the part of the Terminating Party.   In addition, either party may terminate this Agreement by giving a written notice to the other party if the other Party applies for or consents to the appointment of a receiver, trustee, or liquidator for substantially all of its assets or such a receiver, trustee, or liquidator is appointed or such Party has filed against it an involuntary petition of bankruptcy that has not been dismissed within sixty (60) days thereof, or files a voluntary petition of bankruptcy, or files a petition or answer seeking reorganization and such matter has not been completed within sixty (60) days thereof, or an arrangement with creditors and such matter has not been completed within sixty (60) days thereof, or seeks to take advantage of any other law relating to relief of debtors.

6.4 Effect of Termination.  The termination of this Agreement for any reason shall not limit any rights granted by BluWave-ai or Customer prior to the date hereof.  

6.5 Survival.  The provisions of Sections 1, 3, 5, 6.4, 6.5, 7, 8, 9, and 10 shall survive the termination of this Agreement for any reason; provided, however, that termination for material breach pursuant to Section 6.3 above shall, as of the effective date of the termination, relieve the Terminating Party from any and all obligations of continued performance under this Agreement.

7. WARRANTY

7.1   Warranty. BluWave-ai represents, warrants and covenants to Customer that during the Term:

(i) it has the full power and authority to license the rights to Customer contemplated hereunder on the terms and conditions in this Agreement; and (ii) that the Bluewave-ai Service will be free from material defects.

7.2 Disclaimers. BluWave-ai makes no representations, warranties or conditions, express, statutory or implied, with respect to the BluWave-ai, the Services or any deliverables or services to be provided by BluWave-ai hereunder (all of the foregoing collectively referred to as “BluWave-ai Products and Services”). BluWave-ai expressly disclaims all other representations, warranties or conditions, including without limitation any implied or statutory warranties or conditions of merchantability, title, non-infringement or fitness for a particular purpose. BluWave-ai does not warrant that the BluWave-ai Services will meet the Customer’s requirements or that they will function uninterrupted, error free or that all defects in the BluWave-ai Services will be corrected. BluWave-ai cannot make guarantees regarding accessibility to, or the privacy or security of, any of the Customer’s information, files or data. The Customer assumes the entire risk as to the results and performance of the BluWave-ai Services. The Customer acknowledges that it has or will have independently determined that all BluWave-ai Services meet its business requirements and that it has not relied on any representation by BluWave-ai as to the suitability of any item for any particular purpose. BluWave-ai does not represent or warrant that the BluWave-ai Services will be capable of achieving any particular result or results in the Customer’s business or operations. BluWave-ai Services are provided and licensed on an “as is” basis without warranty or representation of any kind.

8. INDEMNITY

8.1   Mutual Indemnity.   Each party (the “Indemnifying Party”) shall defend the other party and its directors, officers and employees (collectively the “Indemnified Parties”) from and against any actions, suits, or proceedings brought against the Indemnified Parties by a third party to the extent arising as a result of: (i) any representations, warranties or other commitments (including any breach thereof) made by the Indemnifying Party on behalf of the Indemnified Party to any third party (in respect of that party’s services or technology); (ii) violation of any law or regulation by the Indemnifying Party (including, without limitation, any privacy or personal information protection law or regulation); or (iii) real or tangible property damage or bodily injury or death caused by the negligent or willful acts or omissions of the Indemnifying Party, its employees, Subcontractors and agents in connection with this Agreement (collectively any actions, suits, or proceedings falling within (i), (ii) or (iii) hereinafter referred to as a “Claim”) and shall indemnify and hold the Indemnified Parties harmless from and against any damages or costs (including reasonable attorneys' fees) awarded in to such third party against the Indemnified Parties by a court of competent jurisdiction in respect to any such Claim, subject to the conditions that the Indemnified Parties: (a) promptly give written notice of each Claim to the Indemnifying Party; (b) give the Indemnifying Party sole control of the defense and settlement of each Claim (provided that the Indemnifying Party may not settle or defend any Claim unless it unconditionally releases the Indemnified Parties of all liability); and (c) provide to the Indemnifying Party, at the Indemnifying Party's cost, all reasonable assistance and co-operation in respect to each Claim.  

8.2  BluWave-ai Intellectual Property Indemnification.  BluWave-ai shall defend Customer, its directors, officers and employees (collectively the “IP Indemnified Parties”) from and against any actions, suits, or proceedings brought against the IP Indemnified Party by a third party alleging that the BluWave-ai Service software infringes or misappropriates the intellectual property rights of such third party (an “IP Claim”) and shall indemnify and hold the IP Indemnified Parties harmless from and against any damages or costs (including reasonable attorneys' fees) awarded to such third party against the IP Indemnified Parties by a court of competent jurisdiction in respect to any such IP Claim, subject to the conditions that the IP Indemnified Parties: (i) promptly give written notice of each IP Claim to BluWave-ai; (ii) give BluWave-ai sole control of the defense and settlement of each IP Claim; and (iii) provide to BluWave-ai all reasonable assistance and co-operation in respect to each IP Claim.

8.3 Mitigation. If (i) BluWave-ai  becomes aware of an actual or potential IP Claim, or (ii) provides Customer with notice of an actual or potential IP Claim, BluWave-ai may, at its sole option and determination: (a) procure the necessary rights to continue to offer the BluWave-ai Service; or (b) replace or modify the affected portion of the BluWave-ai Service software with equivalent or better functionality so that use of the BluWave-ai Service is no longer infringing or misappropriating; or (c) if (a) or (b) are not commercially reasonable, terminate this Agreement.

8.4 Exclusions.  The indemnity in Section 8.2 does not include any IP Claim made against the IP Indemnified Parties as a result of the use of the BluWave-ai Software outside the scope of the rights or as a result of any unauthorized modification or breach of the license terms of this Agreement.

9. LIMITATION OF LIABILITY

9.1 Liability Cap. Notwithstanding anything to the contrary contained in this Agreement, any Order Form, or other exhibits and attachments, BluWave-ai’s total liability for any and all damages may not exceed the Fees paid by Customer for the twelve (12) month period preceding the action or event giving rise to the liability.

9.1 SPECIAL DAMAGES. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, BLUWAVE-AI AND ITS LICENSORS AND SUPPLIERS WILL NOT BE RESPONSIBLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHER SIMILAR DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS OR DAMAGES FOR BUSINESS INTERRUPTION, INACCURATE INFORMATION OR LOSS OF INFORMATION OR COST OF COVER) THAT THE CUSTOMER MAY INCUR OR EXPERIENCE IN CONNECTION WITH THE AGREEMENT OR THE BLUWAVE-AI SERVICES, HOWEVER CAUSED AND UNDER WHATEVER THEORY OF LIABILITY, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. GENERAL PROVISIONS

10.1 Relationship of the Parties. The relationship between the Parties is that of customer and service provider. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.

10.2 Force Majeure. If either BluWave-ai or Customer is unable to perform any of its obligations in this contract by reason of fire or other casualty, strike, order of a public authority, Act of God, or other cause beyond the reasonable control of such Party, then such Party shall be excused from such performance of the contract for the duration of such cause.  

10.3 Governing Law.  This Agreement, and all rights and obligations arising out of the parties’ relationship hereunder, including but not limited to matters of construction, validity, and performance, shall be governed by, and be interpreted under, the laws of the Province of Ontario without giving effect to its conflict of law principles, and the courts of Ontario shall have exclusive jurisdiction in the event of any dispute or litigation between the parties arising out of the terms of this Agreement (except for injunctive relief which may be sought by BluWave-ai in any jurisdiction). Court orders and judgments may be enforced in other jurisdictions as required. In the event Customer breaches, or threatens to breach this Agreement, BluWave-ai may apply to a court of competent jurisdiction for injunctive or other equitable relief to restrain such breach or threat of breach, without disentitling BluWave-ai from any other relief in either law or equity.

10.4 Expenses and Legal Fees.  In the event of breach of this Agreement by Customer, BluWave-ai shall be entitled to reimbursement of all of its costs and expenses incurred in connection therewith, including, without limitation, reasonable legal fees on a full indemnity basis.

10.5 Waiver and Severability.  Neither this Agreement nor any terms hereof may be modified, amended, waived, or terminated except by an instrument in writing signed by the Party against whom enforcement thereof is sought.  In the event that any of the terms of this Agreement is or becomes or is declared to be invalid or void by any court or tribunal of competent jurisdiction, such term or terms shall be null and void and shall be deemed severed from this Agreement without affecting any remaining terms hereof.

10.6 Entire Agreement.  This Agreement (including any executed Statement of Work(s)), Privacy Policy and any other documents referenced herein or in any executed Statement of Work) embodies the entire Agreement and understanding between the Parties hereto and supersedes all prior agreements and understanding relating to the subject matter hereof.  Neither Party has entered into this Agreement in reliance upon any representation, warranty, condition or undertaking of the other Party that is not set out or referred to in this Agreement.

10.7 Assignment. This Agreement may not be assigned or transferred by either Party without the prior written consent of the other party. Notwithstanding the foregoing, BluWave-ai may freely assign this Agreement to a successor in interest upon a merger, acquisition, reorganization, change of control, or sale of all or virtually all of its assets, and any such assignment shall not require the consent of Customer.  Subject to the foregoing limits on assignment, this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns.

10.8 No Third-party Beneficiaries. This Agreement is for the sole benefit of the Parties hereto and their respective permitted successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

10.9 Notices. Except as may otherwise be provided for in this Agreement, all notices, requests, consents, claims, demands, waivers and other communications under the Agreement other than routine operational communications will be in writing through: (i) hand delivery; (ii) express overnight courier with a reliable system for tracking delivery; (iii) electronic mail transmission or (iv) confirmed facsimile to the addresses of the Parties indicated on the Statement of Work or to such other address as a party may specify by notice and shall be deemed to have been received, if delivered, on the date of delivery if it is a Business Day and otherwise on the next succeeding Business Day and if by courier or facsimile, upon delivery by overnight delivery services (with confirmation of delivery) or upon confirmation of successful transmission via a facsimile machine.  

10.10 Jurisdictional Matters. The BluWave-ai Service is controlled, operated and administered by BluWave-ai (or its licensees) from its offices within Canada and is not intended to subject BluWave-ai to the laws or jurisdiction of any state, country or territory other than those of Canada. Those who choose to access the Services do so on their own initiative and at their own risk, and are responsible for complying with all local laws, rules and regulations. Customer is also subject to Canadian export controls and are responsible for any violations of such controls, including without limitation any Canadian embargoes or other federal rules and regulations restricting exports. Additional charges such as customs, fees, taxes, and import duties are the responsibility of the Customer. Without limiting the foregoing, BluWave-ai may limit the availability of the Services, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time and in our sole discretion.

10.11 Publicity.  BluWave-ai is permitted to identify Customer as a BluWave-ai customer on BluWave-ai’s website and marketing materials and, within thirty (30) days after Customer goes live on the Service, Customer and BluWave-ai will also issue a mutually agreed joint public announcement relating thereto. Neither Party shall issue or release any announcement, statement, press release or other publicity or marketing materials relating to this Agreement, or otherwise use the other Party's trade-marks, trade dress, brand names, logos, corporate names and domain names or other similar designations of source, sponsorship, association or origin, in each case, without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed, provided, however, that BluWave-ai may, without Customer's consent, include Customer's name and/or other indicia in its lists of BluWave-ai's current or former Customers of BluWave-ai in promotional and marketing materials and Customer may, without BluWave-ai’s consent, include BluWave-ai’s name and/or other indicia in its lists of Customer’s current or former suppliers in internal material.

10.12 Anti-Corruption. Customer acknowledges it has not received or been offered any illegal or otherwise improper bribe, kickback, payment, gift or other thing of value by any BluWave-ai employee, representative or agent in connection with this Agreement. Customer will use reasonable efforts to promptly notify BluWave-ai at [email protected] if Customer becomes aware of any circumstances that are contrary to this acknowledgment.

10.1 Interpretation. The headings of the Sections of this Agreement have been included for the convenience of the parties and are not part of the Agreement, nor are the headings to be used to alter or interpret the terms hereof.

Exhibit A – SERVICE LEVEL AGREEMENT

Initial first line support response within 48 hours of notification in writing to [email protected]

Within 5 business days Bluwave-ai will provide a resolution schedule to fix any deficiencies/bugs in BluWave-ai products.

Any limitations in customers network or computing systems affecting the use of BluWave-ai software as a service are the responsibility of the customer.