# Terms & Conditions Last updated: Aug 1, 2025 ## Services and Hardware - **Use of Software** - Subject to the other limitations on use described in this Agreement, Customer may use the Software solely for use at Customer’s facilities set forth in the Order Form (the "**Facilities**"), and shall not, without the prior written approval of Voxel, allow any third party, except as may be permitted elsewhere in this Agreement, to use or itself use the Software for any other purpose or for the benefit of any third party. - **IT Support** - Voxel will provide Customer the technical IT Support described in the Service Level Terms. - **Lease and Installation of Hardware** - Customer agrees to lease from Voxel, and Voxel agrees to lease to Customer, the Hardware specified in the Order Form and Statement of Work at the rates set forth therein, for the term of this Agreement. Voxel agrees to perform the Implementation Services described in the Statement of Work at a mutually agreeable date and time. In the event that any Hardware fails and such failure is not covered by the Hardware Warranty, Customer agrees to pay for the implementation of a new device. - **Software Changes** - Voxel reserves the right to make changes to the Software from time to time including upgrades, enhancements, bug fixes, and other modifications to adjust the Software, provided that such changes shall not eliminate or materially interfere with the core function of the Software. ## Term and Termination - **Term** - This Agreement will commence on the Effective Date and will continue for the Initial Term set forth on the Order Form (the “Initial Term”). After expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year terms (each, a “Renewal Term”), unless at least sixty (60) days prior to the expiration of the Initial Term or the then-current Renewal Term, as applicable, either Party provides written notice to the other Party of non-renewal, in which case the Agreement shall terminate at the expiration of the Initial Term or the then-current Renewal Term. - **Termination** - Either Party may terminate this Agreement in the event that the other Party breaches any material provision of this Agreement and fails to cure such breach within thirty (30) days after the receipt from the non-breaching Party of notice specifying the breach requiring its remedy, unless such material breach cannot be cured, in which case the non-breaching Party may terminate this Agreement effective immediately upon written notice to the other Party. In the event Customer files for protection of bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (60) days of the filing thereof, then Voxel may terminate this Agreement effective immediately upon written notice to Customer. ## Payment of Fees - **Fees** - In consideration for Software, the Customization (if any), the Hardware (if any) and any other Services to be provided by Voxel under this Agreement, Customer shall pay to Voxel the fees (“Fees”) in the amounts and manner set forth on the Order Form. - **Payment** - Payment shall be in USD in the manner set forth on the Order Form. An invoice will be dated upon shipment of the hardware (“Invoice Date”). Payments made after 60 days will incur interest until paid in full at the lesser of: (a) 1.5% per month or (b) the maximum rate allowed by applicable law. - **Taxes** - The Fees do not include sales tax, use tax, and other governmental charges, as may be appropriate under law. Customer is responsible if/when any Sales Tax arises. ## Proprietary Rights - **Software** - Voxel owns and retains all right, title and interest in and to: (a) the Software, all improvements, enhancements or modifications thereto; (b) any software, applications, inventions or other technology developed in connection with the Services (including, without limitation, any Customizations); and (c) all intellectual property rights related to any of the foregoing. Subject to the terms and conditions of this Agreement, Voxel hereby grants to Customer a non-perpetual, non-exclusive, non-transferable, non-sublicensable right and license, during the Term, to access and use the Software, and all of its features and functionality for the purposes set forth in this Agreement. - **Hardware** - Subject to the terms of this Agreement, upon installation of the Hardware as set forth in this Agreement, title to the Hardware shall remain with Voxel. Customer’s possession and use of the Hardware at the Facilities is pursuant to the lease described in herein. - **Customer Data** - Customer shall own all right, title and interest in and to the data relating to or resulting from Customer’s use of the Services (“Customer Data”). Notwithstanding anything to the contrary, Voxel maintains the right to collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Services and related technologies. Customer grants to Voxel an exclusive, irrevocable, fully paid, royalty-free, sublicensable, and transferable license to use such information and data to improve and enhance the Services and for other development, diagnostic, and corrective purposes in connection with the Services and other Voxel offerings. ## Restrictions; Representation & Warranties and Responsibilities - **Restrictions** - Customer will not, under any circumstances, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services. - **Suspension of Services** - Notwithstanding anything to the contrary in this Agreement, Voxel may temporarily suspend, or permanently revoke, Customer’s access to any portion or all of the Services if Voxel reasonably determines that: (a) there is a threat or attack on the Software; (b) Customer’s use of the Software disrupts or poses a security risk to the Software; or (c) Customer is using the Software for fraudulent or illegal activities or otherwise in violation of the terms of this Agreement. ## Confidentiality - **Confidential Information** - During the course of this Agreement, each Party may disclose certain non-public information or materials relating to the Disclosing Party’s products, intellectual property, business, customer information, and other confidential information and trade secrets. Customer’s Confidential Information shall also include Customer Data. - **Protection of Confidential Information** - The Receiving Party will not use or disclose any Confidential Information of the Disclosing Party without the Disclosing Party’s prior written consent, except as permitted under this Section. Each Party will be responsible for a breach of this Section by any of its employees or consultants as if they were party hereto. ## Warranty and Warranty Disclaimer - **Hardware Warranty** - Voxel warrants that any Hardware leased to Customer pursuant to this Agreement will substantially conform to the specifications described in the Order Form. This Limited Hardware Warranty is non-transferable and shall extend only to Customer. - **Warranty Disclaimer** - Customer agrees and acknowledges that, except as expressly set forth in this Agreement, (A) the services are provided “as is” and Voxel hereby disclaims all warranties, express or implied. ## Indemnification; Limitation of Liability - **Mutual Indemnification** - Each party will indemnify, defend at the request of the other party, and hold harmless against any loss, damage, liability, costs or expenses in connection with claims made against the Indemnified Party by a third party arising from or relating to: any breach of any representation or warranty. - **Limitation of Liability** - To the extent permitted by applicable law, neither party will be liable for any indirect, special, incidental, reliance or consequential damages. ## Data Access, Security and Privacy - **Confidentiality** - Any data that you utilize the Voxel Services to send, secure, or receive remains your data. Voxel will maintain your data as your confidential information. ## General - **Authority** - Each Party represents and warrants to the other that it has full power and authority to enter in and perform this Agreement. - **Applicable Law** - This Agreement is and will be governed by and construed in accordance with the laws of the State of California, USA. - **Assignment** - Neither Party may assign or transfer this Agreement without the prior written consent of the other Party. - **Force Majeure** - The failure to perform or delay in performance by either Party shall be excused to the extent that performance is rendered commercially impracticable by reasons beyond such Party’s reasonable control. - **Severability** - If any term of this Agreement will to any extent be held invalid or unenforceable, the remainder of this Agreement will not be affected thereby. ## Service Level Agreement (SLA) - **System Uptime** - Voxel will use commercially reasonable efforts to maintain its systems with a minimum system uptime of 99% during each calendar month. - **Scheduled Maintenance** - Voxel will provide at least seventy-two (72) hours advance notice for any scheduled maintenance longer than 30 minutes. - **Response Time** - In the event of a support request, Voxel will respond within specified timeframes based on the severity of the issue: - Critical (Severity 1) - 4 hours - High (Severity 2) - 1 day - Medium (Severity 3) - 3 days - Low (Severity 4) - 1 week - **Resolution Time** - Voxel will resolve reported issues within certain timeframes: - Critical (Severity 1) - 1 day - High (Severity 2) - 3 days - Medium (Severity 3) - 7 days - Low (Severity 4) - 30 days - **Service Credits** - If the Services do not meet the specified availability level in a given calendar month, Customer may request service credits equivalent to 5% of the monthly fees for each 1% of service availability below the 99.5% level.