Butlr provides a range of products, services, and professional services. Butlr has prepared this Customer Agreement to encompass all of its offerings in a comprehensive manner. While Butlr employs enterprise-grade technical and organizational data-security, it is important to note that Butlr’s sensors do not capture personally identifiable information, and Butlr processes very little personally identifiable information in its provisioning of its products and services. For more information on Butlr’s privacy and security practices please visit: https://www.butlr.com/privacy. 

Butlr Customer Agreement

This Customer Agreement (the “Agreement”) is between Butlr Technologies, Inc. (“Butlr”, “we”, “us” or “our”) and the legal entity on behalf of which this Agreement is accepted (“Customer”, “you” or “your”) and governs Customer’s use of our Products and Services. In this Agreement Butlr and Customer may be referred to individually as a “party” and collectively the “parties”.

By accepting this Agreement, whether by clicking a box indicating its acceptance, navigating through a login page where a link to this Agreement is provided, or entering into a Order or Statement of Work that references this Agreement, you (i) represent that you have full legal authority to bind Customer to this Agreement; and (ii) agree to the terms of this Agreement on behalf of Customer and your Users.

‍This Agreement is effective as of the date that Customer accepts the terms of this Agreement as indicated above (the “Effective Date“). We may update the terms of this Agreement in our discretion from time to time. If you have an active Subscription we will notify you of the updated terms via in-app notification or by email (if you subscribe to receive email updates). Your use of the Products or Services after such update or modification constitutes your agreement to the updated Agreement.

‍

1. DEFINITIONS
   1. “Affiliate(s)” means an entity that, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with a party, where “ownership” means the beneficial ownership of more than fifty percent (50%) of an entity’s voting equity securities or other equivalent voting interests and “control” means the power to direct the management or affairs of an entity.
   2. “Battery Maintenance Terms” means the Product-Specific Terms governing battery maintenance.
   3. “Customer Data” means any data, information, content, or materials provided by Customer, or made available or generated by Customer through its use of the Products and Services.
   4. “DaaS” means a Subscription to the SaaS, Hardware, and related Support as specified in the Scope of Use.
   5. “DaaS Terms” means the Product-Specific Terms governing Customer’s purchase of a DaaS Subscription as specified in the Order. 
   6. “Documentation” means the online documentation regarding the operation and use of Products and Services, available at https://www.butlr.com.  
   7. “Hardware” means hardware devices, including sensors, gateways and related components, accessories, and spare parts provided by Butlr.
   8. “Hardware Terms” means the Product-Specific Terms governing Customer’s purchase of the Hardware set forth in Exhibit B.
   9. “Harmful Code” means any software, code, file, program, or script that is designed or intended to, or that does, harm, disrupt, disable, or otherwise negatively affect the operation, integrity, or security of the Products, Services, or Customer Data, including but not limited to viruses, worms, time bombs, Trojan horses, malware, ransomware, spyware, and any other code intended to damage, disrupt, disable, harm, or otherwise impede in any manner the operation of the Products, Services, or any other associated software, hardware, system, or network.
   10. “Intellectual Property Rights” means all rights, title, and interest in and to patents, patent applications, inventions, copyrights, design rights, trademarks, trade names, service marks, trade secrets, moral rights, rights of publicity, and other proprietary rights, including all applications, registrations, renewals, and extensions thereof, whether or not registered or registrable, under the laws of any jurisdiction, associated with the Products and Services, including any related Hardware, software, and Documentation provided by Butlr including any modifications, enhancements or derivatives.
   11. “Location” means the location where Customer is authorized to install and use the Hardware as specified in the Order, or another location agreed to by the parties in writing.
   12. “Order” means the Butlr-approved ordering document or online subscription process by which Customer Products or Services, which includes orders made by Customer through a Partner, where applicable.
   13. “Partner” means a third-party authorized by Butlr to resell the Products or Services, with whom Customer has entered into a Order, as appropriate.
   14. “Products” means the applicable DaaS, SaaS, and Hardware made available by Butlr in connection with an Order and all Updates included in the Scope of Use.
   15. “Product-Specific Terms” means terms and conditions that apply only to specific Products based on your Scope of Use. 
   16. “Professional Services” means all technical and non-technical services performed or delivered by Butlr or its contractors pursuant to an Order, including, without limitation, deployment, installation or implementation services and other professional services, training and education services.
   17. “Professional Services Terms” means the Product-Specific Terms governing Professional Services.
   18. “Prohibited Use” has the meaning in Section 3.3 below.
   19. “Software  as a Service” or “SaaS” means a Subscription to Butlr’s sensing-as-a-service software Products and related Support as specified in the Scope of Use.
   20. “SaaS Terms” means the additional terms and conditions governing Customer’s SaaS Subscription.
   21. “Services” means the Support and Professional Services provided by Butlr.
   22. “Scope of Use” means the scope of Customer’s usage rights to the applicable Products as described in the Order and Product-Specific Terms. Such usage rights may include, number of licenses, number of Users, usage volumes, locations, or other restrictions and usage parameters described in the Order or Product-Specific Terms.
   23. “Service Level Agreement” or “SLA” means Butlr’s service level agreement for the applicable Products.
   24. “Statement of Work” means a document referenced in the Order describing the Professional Services and such other terms and conditions with respect to Professional Services.
   25. “Subscription” means the subscription license to the SaaS or DaaS, as applicable, purchased by Customer.
   26. “Subscription Term” has the meaning ascribed to it in Section 6.2.
   27. “Support” means the technical support services and resources provided by Butlr that correspond with Customer’s Scope of Use as described in the Support Description and the Agreement.
   28. “Support Description” means Butlr’s support offerings documentation and resources available at https://support.butlr.ior/hc/en-us.  
   29. “Third-Party Products” means products and services provided to Customer by third parties which interoperate with, or are used by Customer in connection with, the Products and Services, and include products and services provided by Partners.
   30. “Updates” means generally available bug-fixes, updates, and upgrades to software Products it provides to Customer, including through Support.
   31. “Users” means any individual that Customer authorizes to access and use the Products, which may include (i) Customer’s and its Affiliates’ employees, consultants, contractors and agents, and (ii) third parties with which Customer or its Affiliates transact business.

2. OVERVIEW
   1. This Agreement applies to Customer’s Orders for Products and related Services. The terms of this Agreement apply to both Products and Services, although certain terms may only apply to certain Products and Services depending upon your Scope of Use. In addition, some Products and Services are subject to additional Product-Specific Terms

3. PRODUCTS AND SERVICES
   1. Butlr Obligations. Butlr is responsible for providing the Products pursuant to this Agreement, the Order Form(s), and applicable Documentation and any Professional Services pursuant to this Agreement, the Order Form and the Statements of Work.
   2. Permitted Use. Subject to this Agreement and during the applicable Subscription Term, Butlr grants Customer a non-exclusive, non-transferable, worldwide right to use the applicable Products and Services for its and its Affiliates’ internal business purposes, in accordance with the Documentation and subject to Customer’s Scope of Use as specified in the Order and the Product-Specific Terms. The Products and Services are not intended to be used as part of any life-saving or emergency systems, and Customer represents and warrants to Butlr and its Affiliates that Customer and its Users will not use the Products or Services in any such environment.
   3. Customer Data. During the Subscription Term, Customer will provide or generate Customer Data through its use of the Products and Services. Customer grants Butlr a non-exclusive right and license to use, reproduce, modify, store, and process Customer Data to (i) provide the Products and Services to Customer during the Subscription Term; and (ii) develop and improve the Products and Services, and develop benchmarks and other metrics relevant to Butlr’s customers. Customer represents and warrants that it has and will maintain all necessary rights, licenses, and consents to grant Butlr the rights set forth in this Section 3.3 with respect to Customer Data.
   4. Customer Obligations. Customer will use the Products only in accordance with the Documentation and in compliance with all applicable laws, including the import and export laws and regulations of the United States or any other country. Customer will ensure that none of the Products are directly or indirectly imported, exported, re-exported, or used to provide services in violation of such export laws and regulations. Customer is solely responsible for the maintenance and security of its own (i) Locations, and (ii) network, IT infrastructure and computing environment (“Customer Systems”), that it uses to access and use the Products, and for Customer’s compliance with all applicable laws in connection with this Agreement and its use of the Products.
   5. Restrictions. Customer and its Users will not, and will not permit any third party (including Affiliates and their Users) to: (i) use the Products or Services in order to monitor their availability, security, performance, or functionality, or for any other benchmarking or competitive purposes without Butlr’s express prior written consent; (ii) market, sublicense, resell, lease, loan, transfer, or otherwise commercially exploit the Products or Services; (iii) modify, create derivative works of, decompile, reverse engineer, attempt to gain access to or derive the source code, or underlying algorithms or ideas of the Products or Services, or copy the Products or Services or any of their components, or otherwise violate our Intellectual Property Rights; (iv) use the Products or Services in any emergency, medical, lifesaving or life sustaining systems, or for any other mission critical or other high-risk application; (v) remove, alter, deface, or obscure any trademarks or other proprietary notices included in the Products, Services, or Documentation; (vi) use the Products or Services to conduct any fraudulent, malicious, or illegal activities or otherwise in contravention of any applicable laws or regulations; or (vii) introduce any Harmful Code to the Products, Services or any systems or networks of Butlr (each of (i) through (vii), a “Prohibited Use”).
   6. DaaS. If a Customer Order includes a Subscription to DaaS, Butlr will provide the SaaS, Hardware, and related Services in accordance with the Agreement, Order and applicable Product-Specific Terms. 
   7. Hardware. If a Customer Order includes Hardware, Butlr will provide the Hardware identified in the applicable Order in accordance with the Agreement, Order, and Product-Specific Terms. Butlr does not offer Hardware evaluations or loans. All Hardware must be purchased via an Order.
   8. Professional Services. If a Customer Order includes Professional Services, Butlr shall perform the Professional Services in accordance with the Agreement, Statement of Work, and Product-Specific Terms. 
   9. Third Party Products. Customer may choose to use the Products with Third-Party Products. Use of such Third-Party Products with the Products may require access to Customer Data and other data by the third-party provider. Likewise, such use of Third-Party Products may entail access to Third-Party Product data by Butlr. Customer’s use of Third-Party Products is subject to the relevant provider’s terms of use, not this Agreement, but data sent from the Third-Party Product to Customer’s Atlassian account is subject to this Agreement. Butlr does not control and has no liability for Third-Party Products. Atlassian makes no warranty that the Products will, or will continue to, connect or interoperate with any Third-Party Products.

4. SUPPORT
   1. DaaS Support. The fees for Hardware and SaaS Support are included in the Subscription fees for the DaaS Subscription.
   2. SaaS Support. If Customer purchases a stand-alone SaaS Subscription, the fees for SaaS Support are included in the Subscription fees for the SaaS Subscription.
   3. Stand-Alone Hardware Support. Unless Customer has purchased a DaaS Subscription, Support for the Hardware must be purchased separately. If a Hardware Support plan is purchased, Support will be provided for the applicable Support term in accordance with Butlr’s Support Description published at https://support.butlr.io/.
   4. Battery Maintenance. Battery maintenance is available for a separate fee. If Customer purchases separate battery maintenance, the Battery Maintenance Terms apply.

5. FEES AND PAYMENTS
   1. Fees. If Customer purchases a Subscription, or Services, directly from Butlr, then Butlr will invoice Customer upon execution of the applicable Order and Customer will pay the fees set forth on the applicable Order as specified in this Section 5. If any terms included on an Order conflict with the terms of this Agreement, the terms on the fully executed Order shall govern but only to the extent of the conflict. Upon renewal of a Subscription Term, the fees for any renewal Subscription Term will be assessed at Butlr’s then-current fees, unless otherwise agreed in writing. If Customer purchases a Subscription, or Services, from a Partner, then all payment and shipping terms will be as agreed between Customer and such Partner. Professional Services fees exclude reasonable expenses for travel, food, and lodging, directly related to the performance of Professional Services. All actual and reasonable expenses incurred by Butlr for travel, food, and lodging, directly related to the performance of Professional Services will be included in the applicable invoice and reimbursed by Customer in accordance with this Section 5.
   2. Invoicing Terms. Unless otherwise specified in an Order, Customer shall pay Butlr all amounts set forth in the invoice(s) within thirty (30) days following Customer’s receipt of such invoice (“Due Date”).
   3. Overdue Charges. If any undisputed, invoiced amount is not received by Butlr by the Due Date, then (i) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and (ii) Butlr may condition the provisioning and purchase of future Products or Services on receipt of payment for previous Products or Services and/or payment terms shorter than those specified on the then-current Order.
   4. Taxes. The fees payable hereunder are exclusive of any sales taxes (unless included on the invoice), or similar governmental sales tax type assessments, excluding any income or franchise taxes on Butlr (collectively, “Taxes“) with respect to the Products or Services provided to Customer. Customer is solely responsible for paying all Taxes associated with or arising from this Agreement and shall indemnify, hold harmless and reimburse Butlr for all Taxes paid or payable by, demanded from, or assessed upon Butlr, excluding taxes on Butlr’s income.
   5. Currency. All amounts hereunder shall be invoiced and paid in US dollars. Conversion of foreign currency to U.S. Dollars will be made at the conversion rate existing in the United States (as reported in the Wall Street Journal) on the date of the invoice.

6. TERM AND TERMINATION 
   1. Term of Agreement. The term of this Agreement will commence on the Effective Date and will continue for so long as there is a valid Order Form or Statement of Work in effect.
   2. Subscription Term. Subscriptions are sold for the period as set forth in the applicable Order (each a “Subscription Term”). Unless otherwise agreed in the Order, the initial Subscription Term shall commence no later than forty-five (45) days after the date of shipment of the Hardware. Upon expiration of the initial Subscription Term, the Subscription Term shall automatically renew for successive periods of one (1) year unless either party provides written notice of its intent not to renew to the other party at least thirty (30) days before the expiration of the then-current Subscription Term. If Customer has purchased the Subscription through an authorized Partner, upon expiration of the initial Subscription, the Subscription Term will renew in accordance with the applicable agreement between the Customer and the applicable Partner.
   3. Termination. Either party may terminate this Agreement or any Order Form for cause: (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of the 30-day period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, or (iii) if overdue payment remains unpaid longer than ninety (90) days, regardless of resolution status.
   4. Effect of Termination. If Customer terminates this Agreement or any Order for cause in accordance with Section 6.3, then Butlr will refund Customer a pro rata portion of any prepaid fees allocable to the Subscription for the unused portion of the Subscription Term and/or any prepaid fees for Services for the terminated portion of the Subscription Term. Customer has thirty (30) days after the termination of the Subscription Term to download its historical Customer Data. After this period, Customer will not have access to the historical Customer Data. Upon termination of the Agreement, all Orders shall terminate, provided that, termination of an individual Order shall not result in termination of the Agreement with respect to any surviving Order(s).
   5. Survival. Any provisions which by their nature should survive will survive any expiration or termination of the Agreement.

7. CONFIDENTIALITY
   1. Confidential Information. Except as explicitly excluded below, any information, data, or materials of a confidential or proprietary nature provided by one party (“Disclosing Party“) to the other party (“Receiving Party”) constitutes the Disclosing Party’s confidential and proprietary information (“Confidential Information”). Confidential Information includes information that is either marked or designated by the Disclosing Party as confidential, or which a reasonable person would consider to be confidential based on the nature and circumstances surrounding its disclosure. Butlr’s Confidential Information includes the Products and Services, and any information conveyed to Customer in connection with the Products or Services. Confidential Information does not include information which is (i) already known by the Receiving Party without an obligation of confidentiality other than pursuant to this Agreement; (ii) publicly known or becomes publicly known through no unauthorized act of the Receiving Party; (iii) rightfully received from a third party without a confidentiality obligation to the Disclosing Party; or (iv) independently developed by the Receiving Party without access to the Disclosing Party’s Confidential Information.
   2. Confidentiality Obligations. Each party will use the Confidential Information of the other party only as necessary to perform its obligations under this Agreement, will not disclose the Confidential Information to any third party, and will protect the confidentiality of the Disclosing Party’s Confidential Information with the same standard of care as the Receiving Party uses or would use to protect its own Confidential Information, but in no event will the Receiving Party use less than a reasonable standard of care. Notwithstanding the foregoing, the Receiving Party may share the other party’s Confidential Information with those of its employees, agents and representatives who have a need to know such information and who are bound by confidentiality obligations at least as restrictive as those contained herein (each, a “Representative“). Each party shall be responsible for any breach of confidentiality by any of its Representatives.
   3. Additional Exclusions. A Receiving Party will not violate its confidentiality obligations if it discloses the Disclosing Party’s Confidential Information if required by applicable laws, including by court subpoena or similar instrument so long as the Receiving Party provides the Disclosing Party with written notice of the required disclosure so as to allow the Disclosing Party to contest or seek to limit the disclosure or obtain a protective order. If no protective order or other remedy is obtained, the Receiving Party will furnish only that portion of the Confidential Information that is legally required, and agrees to exercise reasonable efforts to ensure that confidential treatment will be accorded to the Confidential Information so disclosed.

8. DATA PROTECTION AND PRIVACY
   1. Security. Butlr will use administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of Customer Data processed by Butlr.
   2. No Access. Customer understands that Butlr does not (and will not) collect, process, store, or otherwise have access to any information or data, including personal information, about Users, or occupants of a Location. Customer is responsible for ensuring it has all necessary rights, licenses, and consents to provide the Customer Data to Butlr, and will ensure that no personal information or sensitive information is provided to Butlr in connection with the Products or Professional Services. Butlr hereby disclaims any liability for any personal information provided to Butlr by Customer.
   3. Privacy Policy. Butlr will collect and process Customer Data in accordance with its Privacy Policy available at https://www.butlr.com/legal/privacy-policy. 

9. INTELLECTUAL PROPERTY
   1. Butlr Property. Butlr owns and retains all right, title, and interest in and to the Products, Services, and Documentation, and all improvements, updates, and enhancements thereto, derivative works thereof, and all intellectual property embodied in any of the foregoing. Except for the limited Subscription granted to Customer in Section 2.1, or as otherwise set forth in the Product-Specific Terms for Hardware, Butlr does not, by means of this Agreement or otherwise, grant or transfer any rights in the Products, Documentation, or Services to Customer, and Customer will take no action inconsistent with Butlr’s intellectual property rights in the Products and Professional Services.
   2. Customer Property.  Customer owns and retains all right, title, and interest in and to the Customer Data and does not, by means of this Agreement or otherwise, grant or transfer any rights in the Customer Data to Butlr, except for the limited license set forth in Section 3.3.

10. WARRANTIES; DISCLAIMER
    1. Limited Warranties. The warranties offered by Butlr for the Products and Services are as described in the Product-Specific Terms. 
    2. Exclusions. The warranties offered by Butlr shall not apply to any defect, incident, or non-conformity that: (i) Butlr cannot recreate after reasonable effort; (ii) is caused by or attributable to misuse or mishandling of the Products or Services in a manner that is inconsistent with this Agreement or the Documentation or contrary to Butlr’s instructions; (iii) arises from the installation, modification of, tampering with, or improper operation, configuration, or use of the Products or Services by anyone other than Butlr; (iv) results from accident, abuse, neglect, Location conditions, force majeure, or damage (or other than normal wear and tear); (v) is caused by any problem or error in Third-Party Products, regardless of whether or not the Products are interoperable with such Third-Party Products; (vi) arises from any maintenance, configuration, operation, or calibration not permitted in the Documentation; (vii) the negligence of Customer or any third party, or lack of proper environmental conditions or maintenance; or (viii) any damage to the Products or Location resulting from installation that was not performed by Butlr.
    3. Disclaimers. EXCEPT FOR THE WARRANTIES EXPLICITLY SET FORTH IN THIS AGREEMENT AND ANY PRODUCT-SPECIFIC TERMS, BUTLR MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING OR RELATING TO THE PRODUCTS OR SERVICES. WITHOUT LIMITING THE FOREGOING, BUTLR HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR TITLE. BUTLR DOES NOT WARRANT THAT THE PRODUCTS OR SERVICES WILL MEET CUSTOMER’S NEEDS OR EXPECTATIONS, THAT THE PRODUCTS OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. PRODUCTS ARE NOT DESIGNED, OR INTENDED FOR USE IN ANY MEDICAL, LIFE SAVING OR LIFE SUSTAINING SYSTEMS, OR FOR ANY OTHER MISSION CRITICAL OR HIGH-RISK APPLICATION IN WHICH THE FAILURE OF THE PRODUCTS COULD CREATE A SITUATION WHERE SUBSTANTIAL PROPERTY DAMAGE OR PERSONAL INJURY OR DEATH MAY OCCUR. BUTLR RECOMMENDS AGAINST, AND DISCLAIMS ANY LIABILITY FOR, USE OF THE PRODUCTS OR SERVICES IN ANY SUCH MANNER.

11. INDEMNIFICATION
    1. Butlr Indemnity. Butlr will indemnify and hold Customer, its affiliates, and their respective owners, directors, members, officers, and employees (collectively, “Customer Indemnitees“) harmless from and against any damages finally awarded against any Customer Indemnitees by a court of competent jurisdiction as a result of any claim, action, demand, suit or proceeding made or brought by a third party alleging that the Products or Customer’s permitted use of the Products infringe or misappropriate any patent, trademark, copyright, or trade secret of a third party. Butlr will indemnify and hold Customer Indemnitees harmless from any (each, a “Claim“), provided that, Customer (i) gives Butlr prompt written notice of the Claim, (ii) gives Butlr sole control of the defense and settlement of the Claim, and (iii) provides to Butlr all reasonable assistance, at Butlr’s request and expense. If Customer’s right to use the Products hereunder is, or in Butlr’s opinion is likely to be, enjoined as the result of a Claim, then Butlr may, at Butlr’s sole option and expense procure for Customer the right to continue using the Products under the terms of this Agreement, or replace or modify the Products so as to be non-infringing and substantially equivalent in function to the claimed infringing or enjoined Products. Butlr will have no indemnification obligations under this Section 11.1 to the extent that a Claim is based on or arises from: (a) use of the Products in a manner other than as expressly permitted in this Agreement; (b) any alteration or modification of the Products except as expressly authorized by Butlr; (c) the combination of the Products with any other software, product, or services (to the extent that the alleged infringement arises from such combination); or (d) where the Claim arises out of specifications provided by Customer. This Section 11.1 sets forth Butlr’s sole and exclusive liability, and Customer’s sole and exclusive remedies, for any Claim of infringement or misappropriation of intellectual property.
    2. Customer Indemnity. Customer will indemnify, defend, and hold harmless Butlr, its affiliates, and their respective owners, directors, members, officers, and employees (together, the “Butlr Indemnitees“) from and against any Claim related to (a) Customer’s or a User’s engaging in a Prohibited Use, and (b) Customer’s breach of its obligations in Section 3.4 or Section 8.2. Customer will pay all losses, damages, fees, fines, liabilities, judgments, awards, penalties, costs, and expenses (including reasonable attorney’s fees) incurred by any Butlr Indemnitee as a result of any such Claim or any final settlement of such Claim, so long as Butlr (i) gives Customer prompt written notice of the Claim, (ii) gives Customer sole control of the defense and settlement of the Claim, and (iii) provides to Customer all reasonable assistance, at Customer’s request and expense. Butlr Indemnitees reserve the right to participate in the defense and settlement of any Claim with counsel of its own choosing, at its own cost and expense.

12. LIMITATION OF LIABILITY
    
    1. Waiver of Damages. EACH PARTY HERETO AGREES THAT, EXCEPT FOR LIABILITY IN CONNECTION WITH: (I) A PARTY’S INDEMNIFICATION OBLIGATIONS; (II) A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD; (III) CUSTOMER’S PROHIBITED USE OR BREACH OF CUSTOMER’S WARRANTY IN SECTION 3.3; OR (IV) CUSTOMER’S OBLIGATION TO PAY FEES (COLLECTIVELY, “EXCLUDED CLAIMS”), NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, ENHANCED, OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER FORESEEABLE OR UNFORESEEABLE, THAT MAY ARISE OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF SUCH LIABILITY, INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY OR OTHERWISE.
    2. Limitation on Damages. BUTLR’S TOTAL CUMULATIVE LIABILITY FOR ANY CLAIMS AND DAMAGES UNDER THIS AGREEMENT SHALL NOT EXCEED, IN THE AGGREGATE, THE FEES PAID BY CUSTOMER FOR THE APPLICABLE PRODUCTS AND SERVICES WHICH ARE THE SUBJECT OF THE CLAIM(S) IN THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THE CLAIM.
    3. Enforceability. THE LIMITATIONS AND EXCLUSIONS OF LIABILITY IN THIS SECTION SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND REGARDLESS OF WHETHER A PARTY’S REMEDY HEREUNDER FAILS OF ITS ESSENTIAL PURPOSE.

13. GENERAL TERMS
    
    1. Entire Agreement. This Agreement, together with the Order, Statement of Work, and applicable Product-Specific Terms, constitutes the entire agreement of the parties and supersedes all prior or contemporaneous communications, understandings and agreements relating to the subject matter hereof, whether oral or written, except in the event the parties have signed a master agreement that governs the subject matter hereof.
    2. Interpretation. The headings in this Agreement are for convenience only and will not affect its interpretation. Any use of the singular includes the plural and vice versa. References to sections, exhibits, or schedules are to those in this Agreement unless otherwise indicated. The terms “including,” “includes,” “such as,” and similar terms are deemed to be followed by the words “without limitation.” The words “herein,” “hereof,” “hereto,” and “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular provision of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.
    3. Severability. If any provision or provisions of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired by such holding and the parties shall negotiate in good faith a substitute, valid and enforceable provision which most nearly effects the parties’ intent in entering into this Agreement.
    4. Assignment; Subcontracting. Customer may not assign, novate or otherwise transfer, directly or indirectly, all or part of its rights or obligations under this Agreement without the prior written consent of Butlr. Butlr may assign, novate or otherwise transfer this Agreement to an affiliate or in connection with a re-organization, merger, sale of all or substantially all of Butlr’s assets, or a similar corporate transaction, and Customer shall take any step(s) and execute any document(s) reasonably required by Butlr for the purpose of the assignment, novation or transfer of Butlr’s rights or obligations under this Agreement. Any attempted or purported assignment, novation or other transfer not complying with the foregoing will be null and void. Subject to the foregoing, this Agreement will be binding upon and inure to the successors and permitted assigns of both parties. Customer hereby consents for Butlr to subcontract Professional Services to persons or companies qualified by Butlr to provide services on Butlr’s behalf.
    5. Governing Law; Venue. This Agreement and all matters arising out of or relating to this Agreement (including non-contractual disputes or claims) will be governed by the laws of the State of California, excluding conflict of law provisions. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods (CISG), and the Uniform Computer Information Transactions Act (UCITA) are specifically excluded from application to this Agreement. The federal or state courts located in San Mateo County, California, will have exclusive jurisdiction to hear any dispute under this Agreement (including non-contractual disputes or claims) to the extent such claims are not subject to Section 13.6 (Arbitration) and both parties hereby consent to exclusive personal jurisdiction in such courts.
    6. Arbitration.
       1. Agreement to Arbitrate. Any dispute, claim, or controversy arising out of or relating to the Master Agreement, or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined exclusively by final and binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules (the "Rules") in effect at the time of the arbitration demand, as modified by this Agreement.
       2. Location and Procedure. The arbitration shall be conducted in San Francisco, CA (or such other location as the parties may mutually agree in writing), before a single neutral arbitrator selected in accordance with the Rules. The arbitration shall be conducted in the English language. The arbitrator shall have the authority to grant any remedy or relief consistent with the Agreement that would be available in a court of competent jurisdiction, including injunctive relief, but shall not have the power to award punitive or exemplary damages.
       3. Governing Law. The arbitrator shall apply the substantive laws of the State of California (without regard to its conflict of laws principles) to the merits of the dispute.
       4. Confidentiality. The arbitration proceedings and any award shall be confidential, and the parties agree to maintain the confidentiality of all aspects of the arbitration, except as may be required by law or for enforcement purposes.
       5. Finality and Enforcement. The award rendered by the arbitrator shall be final, binding, and non-appealable. Judgment upon the award may be entered by any court having jurisdiction thereof.
       6. Costs. Each party shall bear its own costs and expenses of the arbitration, and the parties shall share equally the fees and expenses of the AAA and the arbitrator, unless the arbitrator determines otherwise based on the merits.
       7. Class Action Waiver. The parties agree that any arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis.
       8. Opt-Out. Notwithstanding the foregoing, either party may bring an individual action in small claims court if the claim qualifies, or seek injunctive relief in a court of competent jurisdiction as set forth in Section 13.5 for claims related to intellectual property rights or confidentiality obligations.
       9. This arbitration provision shall survive termination or expiration of this Agreement 
    7. Force Majeure. Except for the obligation to make all payments due under this Agreement on a timely basis, neither party will be liable in damages or otherwise, or have the right to terminate this Agreement, for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, without limitation, acts of God, labor disputes, pandemics, government restrictions (including the denial or cancellation of any export or other necessary license), supply chain disruptions, wars, insurrections or any other cause beyond the reasonable control of the party whose performance is affected. Promptly following a force majeure event, the party prevented or delayed from performing hereunder will notify the the other party and work to minimize the impact the other party.
    8. Publicity. Unless otherwise instructed by Customer in writing, Butlr may refer to Customer as a customer of Butlr and include Customer’s name and logo in a list of its customers that it publicizes in standard marketing materials and on its web site.
    9. Waiver. Waiver of any provision under this Agreement will not be deemed a future waiver of that or any other provision herein, nor will waiver of any breach of this Agreement be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement.
    10. Notices. All notices given pursuant to this Agreement must be in writing and will be deemed to have been duly given when: hand delivered, sent by email (with written confirmation of receipt), or when received by the addressee (with written confirmation of receipt) in each case to the appropriate address set forth below or in the applicable Order Form (or to such other address or e-mail address as a party may designate by notice from time to time).
        If to Butlr, to:
        Butlr Technologies Inc.
        800 Airport Blvd. # 510
        Burlingame, CA 94010
        Attention: Legal Department
        Email: legal@Butlr.io
        ‍If to Customer, to the address specified in the Order Form or otherwise provided by Customer to Butlr in writing.
    11. Relationship of the Parties. Butlr is an independent contractor; nothing in this Agreement shall be construed to create a relationship of employer and employee, partnership, joint venture or agency relationship between the parties.

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Exhibit A

Product-Specific Terms – Device-as-a-Service 

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1. Subscription License. Subject to the terms of this Agreement and Customer executing a Order that includes DaaS, Butlr grants Customer a nonexclusive, non-transferable, worldwide subscription license during the Subscription Term to use the SaaS and Hardware, including the right to access and use the SaaS by using the applications available on www.butlr.com or its derivatives in connection with controlling and monitoring the Products. Customer must have a SaaS Subscription equal to the amount of Hardware purchased. If Customer purchases additional SaaS Subscriptions during a Subscription Term, the Subscription Term will be modified such that the Term for all Subscriptions purchased will terminate on the same date.

2. Ownership.: All rights, title and interest in and to all Products at all times shall remain with Butlr.

3. Return of Hardware. Upon expiration or termination of the Subscription Term for any reason, Customer shall, at its sole cost and expense, promptly return all Hardware to Butlr in good working condition (reasonable wear and tear excepted), within thirty (30) days of termination, unless otherwise mutually agreed.  Customer shall be responsible for shipping, insurance, handling and risk of loss unitl the Hardware is received by Butlr at Customer’s sole cost and expense. Butlr shall have the right to inspect the returned Hardware. Customer shall be liable for any damage beyond reasonable wear and tear, missing components, or failure to return all Hardware. Butlr may, at its sole discretion and Customer’s expense, request Customer to scrap all or a portion of the Hardware at Customer’s location, and Customer must provide evidence or proof of destruction (i.e. COD).

4. Restrictions. Customer shall not, and shall not permit any third party to:
   
   • sell, resell, lease, sublicense, assign, transfer, encumber, pledge, or otherwise dispose of the Hardware;
   • modify, alter, reverse engineer, disassemble, decompile, repurpose, or create derivative works from the Hardware;
   • remove, obscure, or alter any serial numbers, labels, logos, or proprietary notices;
   • use the Hardware for any purpose other than as expressly authorized under this Agreement.

5. Failure to Return. If Customer fails to return the Hardware within the required time period, or violates the restrictions set forth herein, then in addition to any other rights or remedies available at law or in equity:
   • Customer shall pay Butlr, as liquidated damages and not as a penalty, the original list price of the Hardware;
   • Customer shall reimburse Company for all costs of recovery, including reasonable attorneys’ fees and collection costs; and
   • Company may immediately invoice Customer for such amounts, which shall become due and payable within ten (10) days.
   The parties acknowledge that actual damages would be difficult to calculate and that the foregoing liquidated damages represent a reasonable estimate of the anticipated harm Butlr would incur for Customer’s failure to return the Hardware.
   ‍

6. DaaS Warranty. Butlr warrants to Customer that for the duration of the Subscription Term the DaaS will operate in accordance with the Documentation in all material respects(“DaaS Warranty“). Customer shall report any failures of the software to conform to the above warranty to Butlr’s Technical Support team via submission of a written Support request, and as Customer’s sole and exclusive remedy, and Butlr’s (and its suppliers’ and licensors') sole and exclusive liability, for a breach of the SaaS Warranty, Butlr will provide commercially reasonable Support to remedy the non-conformity within a reasonable time period based on the severity of the nonconformity.

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Exhibit B

Product-Specific Terms – Software-as-a-Service

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1. Subscription License. Subject to the terms of this Agreement and Customer executing a Order that includes the purchase of a SaaS license and separate Hardware purchase, Butlr grants Customer a nonexclusive, non-transferable, worldwide subscription license during the Subscription Term to access and use the SaaS by using the applications available on www.butlr.com or its derivatives in connection with controlling and monitoring the Products. Customer must have a SaaS Subscription equal to the amount of Hardware purchased. If Customer purchases additional SaaS Subscriptions during a Subscription Term, Customer must purchase an equivalent amount of Hardware, and the Subscription Term for the SaaS will be modified such that the Term for all Subscriptions purchased will terminate on the same date.
2. SaaS Warranty. Butlr warrants to Customer that for the duration of the Subscription Term the SaaS will operate in accordance with the Documentation in all material respects(“SaaS Warranty“). Customer shall report any failures of the software to conform to the above warranty to Butlr’s Technical Support team via submission of a written Support request, and as Customer’s sole and exclusive remedy, and Butlr’s (and its suppliers’ and licensors') sole and exclusive liability, for a breach of the SaaS Warranty, Butlr will provide commercially reasonable Support to remedy the non-conformity within a reasonable time period based on the severity of the nonconformity

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Exhibit C

Product-Specific Terms – Hardware

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1. Terms of Use. Subject to Customer’s compliance with the Agreement, Customer may use the Hardware solely with the SaaS software pre-installed or delivered for installation, as defined in the Order confirmation. Hardware must be installed within thirty (30) days of shipment.

2. Hardware Location. Certain Hardware is location specific, meaning that there are components in the hardware itself that only work in a specified region. The location where Customer is authorized to install and use the Hardware the will be specified in the Order Form, or such other location as agreed by Butlr in writing (“Location”). In the event Customer wishes to change its Location, Customer must contact Butlr to assist with the necessary changes before moving to the new Location. Any change to the Location and/or any service request which requires Butlr to obtain additional information or licenses, and/or validate information to acknowledge and approve warranty service entitlements, may result in a delay in providing such warranty service entitlements.

3. Delivery; Shipping 
   
   1. Delivery. Delivery of the: (i) Software shall be deemed to occur upon Butlr’s provision of access to the Software to Customer; and (ii) Hardware shall be deemed to occur upon Butlr's delivery of the Hardware to Customer’s designated shipping address in accordance with the shipping terms set forth in the Order Form (“Delivery”).
   2. Shipping Terms. Customer’s Order must state Customer’s account number with the intended carrier. Butlr will ship Hardware pursuant to the applicable Order under the specified carrier account. If Customer does not provide its carrier account information, Butlr will ship with its designated carrier and invoice Customer for all related shipping costs. Butlr will ship all Hardware to the Location specified on the Order. Shipping terms will be specified in the Order Form. 

4. Title; Risk of Loss
   
   1. Title. Except for Hardware, all right, title and interest to the Products is and will remain with the Butlr. Title to the Hardware shall pass to Customer upon Butlr’s receipt of full payment for the Hardware. To secure payment of the purchase price of the Hardware, Customer hereby grants to Butlr a purchase money security interest in the Hardware purchased under this Agreement. This security interest shall continue until the Customer has made full payment for the Hardware. Customer agrees to execute any additional documents necessary to perfect and maintain this security interest. Upon receipt of full payment, the security interest shall be released, and Butlr will execute any documents necessary to evidence such release.
   2. Risk of Loss. All risk of loss in the Hardware shall pass to Customer upon Delivery.

5. Hardware Warranty. Butlr warrants to Customer that the Hardware shall be substantially free from material defects in material and workmanship under normal authorized use and service and will substantially conform to the applicable Documentation for a period of twelve (12) months from shipment (the “Hardware Warranty Period”). Any Third-Party Products that are (i) not manufactured by Butlr; (ii) not embedded within Hardware by Butlr; or (iii) identified as separate items on the Order, shall be subject exclusively to the third-party manufacturer’s warranty, if any, for such Products.

6. Reporting Defects. Customer shall report material defects in the Hardware to Butlr’s Support team via a written Support request within the Hardware Warranty Period. Defects do not include cosmetic or other defects that do not directly affect the Hardware’s performance. Upon confirmation of a defect and depending on the then-current Location of the Hardware, Customer’s sole and exclusive remedy for any defects in the Hardware reported to Butlr in accordance with this Agreement within the Hardware Warranty Period, shall be for Butlr, at its sole option and discretion, to: (i) repair or replace the defective Hardware, or component thereof, with either a new or refurbished replacement Hardware, or component, as applicable; or (ii) provide onsite repair services for any Defective Hardware, or component. Any repaired parts or components or replacement parts or components provided by Butlr pursuant to any warranty service shall be warranted for the greater of: (a) the period remaining under the Hardware Warranty Period; and (b) ninety (90) days.

7. Returns. If Hardware is determined to be defective upon Delivery, Customer may request a return of the Defective Hardware by notifying Butlr Technical Support or Customer Service (or if the Hardware was purchased by Customer through a Partner, Customer shall notify the Partner) within ten (10) days of Delivery. To initiate a return directly to Butlr, Customer must send a return materials authorization (“RMA”) request to Butlr through the customer support portal and clearly state details on where and when Customer purchased the Hardware, the serial number(s) or MAC address(es) of the applicable Hardware unit(s), Customer’s reason for returning the Hardware, and Customer’s name, mailing address, email address, and daytime phone number. If approved, at Butlr’s sole discretion, Butlr will provide Customer with a RMA and prepaid shipping label via email that must be included with Customer’s return shipment to Butlr. Customer must return the Hardware unit(s) with all included accessories listed in the RMA within fourteen (14) days following the date on which Butlr issued the RMA. Butlr will repair or replace the Hardware at its sole discretion in accordance with Section 2 above.

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Exhibit D

Product-Specific Terms – Professional Services

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1. Butlr Obligations. Subject to the terms of this Agreement and Customer executing an Order and Stat, Butlr will perform the Professional Services identified in the Order and applicable Statement of Work.

2. Fees. The fees for Professional Services are set forth in the Order.

3. Term and Termination. Professional Services will begin and terminate on the dates or times defined in the applicable Order and/or Statement of Work, unless earlier terminated in accordance with this Agreement (the “SOW Term”). in the event of a conflict between the terms of the Order and the terms of the Statement of Work, the Statement of Work shall control with respect to the Professional Services. Professional Services may be terminated by Customer by giving thirty (30) days prior written notice to Butlr, and such termination shall be effective thirty (30) days after Butlr’s receipt of such notice. If Customer delays the scheduled start of Professional Services, Customer shall reimburse Butlr for any actual non-refundable costs incurred due to such delay, including any reasonable and actual subcontractor costs incurred by Butlr. If Customer terminates Professional Services before the end of the term of the Professional Services engagement, Customer shall pay Butlr for Professional Services performed prior to the effective termination date and any reasonable and actual subcontractor costs incurred by Butlr as a result of such termination.

4. Professional Services Warranty. 
   1. Limited Warranty. Butlr represents and warrants that the Professional Services will be performed in a good and workmanlike manner in accordance with the specifications set forth in the Statement of Work and consistent with generally accepted requirements, methodologies, and standards in service providers within Butlr’s industry (“Professional Services Warranty”). The Professional Services Warranty will be in effect for a period of fifteen (15) days from the date of completion of the Professional Services by Butlr (the “Professional Services Warranty Period”). Customer must submit a warranty claim for breach of the Professional Services Warranty to Butlr in writing within the Professional Services Warranty Period.
   2. Remedy. Customer’s sole and exclusive remedy and Butlr’s sole liability for a breach of the Professional Services Warranty will be for Butlr to re-perform the Professional Services such that they conform to the Professional Services Warranty.

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Exhibit E

Service Level Agreement

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This Service Level Agreement (“SLA”) applies to the SaaS and forms part of the Butlr Terms and Conditions agreed between Butlr Technologies, Inc. (“Butlr”) and the customer specified in the Order (“Customer”). The SLA does not apply to Hardware. In the event of a conflict between the Agreement and this SLA, the terms of this SLA will control with respect to its subject matter. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Agreement.

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1. SUPPORT SERVICES
   1. Contact Methods: 
      
      1. Telephone: 
      2. Email: support@butlr.io
      3. Self-service Support Portal: support.butlr.io
   2. Days of Operation: 
      
      1. Telephone and Email Support available on Butlr’s Business Days. Support Portal: self-service 24/7, Butlr will respond to support requests during Business Days
   3. Hours of Operation: 
      
      1. Butlr’s Business Hours
      2. Support Portal: self-service 24/7, Butlr will respond to support requests during Business Hours.

2. DEFINITIONS
   1. “Business Hours” means Monday through Friday from 9:00 am - 5:00 pm on Butlr’s Business Days.
   2. “Customer” means “End User” as defined in the Framework Agreement.
   3. “Downtime” means any time when the Services are not available, excluding Excluded Downtime. 
   4. "Excluded Downtime" means periods during which the Services are not available due to: 
      
      1. Scheduled Maintenance, Customer-side issues, including but not limited to local network failures or misconfigurations 
      2. Force Majeure Events 
   5. "Monthly Uptime Percentage" means the measure of Service Availability, representing the proportion of time the Services are operational within a given calendar month, excluding Scheduled Maintenance and Unscheduled Maintenance.
   6. “Response Time” means the time period measured from when the Customer logs an incident report with Butlr’s support team  to the time that the Customer receives a written response from the Butlr support team indicating they have received the incident report and are working on it. 
   7. “Resolution Time” means the time period measured from when the Customer logs an incident report with Butlr’s support team and the time when the Services have been restored such that they are operating in accordance with the Documentation, which may include the imposition of a workaround.
   8. "Scheduled Maintenance" means planned periods when the Services may be unavailable to allow for updates and maintenance, with prior notice provided to the Customer. 
   9. "Services" means the SaaS services provided by Butlr, ensuring reliable data access and integration for the Customer. Services does not include Hardware.
   10. "Service Availability" means the percentage of total time during which the Services are operational and accessible to the Customer in accordance with the Documentation, excluding Excluded Downtime. 
   11. “Subscription Fee” means the subscription fees paid for the Services.
   12. “Unscheduled Maintenance” means unplanned periods where the Services may be unavailable due to emergency maintenance. “Downtime”: Any time when the Services are not available. 

3. SERVICE COMMITMENT 
   1. Butlr will use commercially reasonable efforts to ensure that the Services achieve a Monthly Uptime Percentage of at least 95%.

4. MAINTENANCE 
   1. Scheduled Maintenance: Butlr will provide at least three business days’ notice before any Scheduled Maintenance.  Butlr will use commercially reasonable efforts to limit such maintenance to no more than eight hours on one weekend day (Saturday or Sunday) per calendar month, in order to minimize service impact. 
   2. Unscheduled Maintenance: In the event of emergency maintenance, Butlr will provide as much advance notice as possible under the circumstances and this time and any Scheduled Maintenance over the eight hours per calendar month will be treated as Downtime. 

5.  INCIDENT MANAGEMENT

*Customer acknowledges that depending upon severity of the Severity Level, some defects or issues in the Services may not be resolved.

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6. EXCLUSIONS 
   1. This SLA does not apply to performance issues or Downtime caused by:
      
      1. Any exclusions in Section 10.2 of the Customer Agreement;
      2. Force Majeure Events;
      3. Customer’s network, applications, equipment, or misuse;
      4. Any products or services not provided by Butlr; or
      5. Customer’s use of the Services not in accordance with the Agreement or Documentation.

7. SERVICE CREDITS; TERMINATION
   1. If the Monthly Uptime Percentage falls below 95%, the Customer may be eligible for a service credit as follows: 
      
      1. Monthly Uptime Percentage between 90% and 95%: 5% credit of the monthly Subscription Fee. 
      2. Monthly Uptime Percentage below 90%: 10% credit of the monthly Subscription Fee. 
   2. Butlr shall post to the status page any incident, outage, or status change, promptly upon Butlr becoming aware of such issue. Customer shall have thirty (30) days from the end of the applicable calendar month to request a service credit. Failure by Butlr to provide timely notification shall not preclude Customer from requesting a service credit upon later discovery of the issue (if such discovery is within 30 days of the month during which Butlr failed to achieve the Monthly Uptime Percentage).
   3. If the Monthly Uptime Percentage falls below 90% for three (3) consecutive calendar months, Customer may terminate the affected order upon thirty (30) days’ prior written notice, provided that (1) Customer delivers written notice of the second consecutive month’s failure, and (2) Butlr does not cure by achieving the target uptime in the following month pursuant to a mutually agreed remediation plan.  Upon such termination, Customer shall receive a pro-rata refund of all Subscription Fees pre-paid for the terminated portion of the Subscription, and shall not owe any future fees, penalties, or early termination fees.
   4. This Section 7 represents Customer’s sole and exclusive remedies for Butlr’s failure to achieve the Monthly Uptime Percentage.

8. Modifications 
   1. During the applicable Subscription Term, Butlr may modify, amend, or update this SLA ("Updates"), provided that, any Updates to the SLA made by Butlr during a Subscription Term shall apply upon commencement of the subsequent Subscription Term, unless otherwise agreed in writing by Butlr.     

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Exhibit F

Product-Specific Terms - Battery Maintenance

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1. Scope and Governance
   
   1. Battery maintenance is a Professional Service governed by the Professional Services Terms (Exhibit D) and the applicable Statement of Work for Battery Servicing (available at https://www.butlr.com/statements-of-work/workplace-battery-servicing) (the "Battery Servicing SOW"). 
   2. In the event of a conflict among these Product-Specific Terms, Exhibit D, and the General Terms with respect to battery maintenance, the order of precedence shall be: (i) this Exhibit, (ii) Exhibit D (Professional Services Terms), and (iii) the General Terms.
2. Maintenance Tiers
   
   1. If the Order specifies the purchase of on-site battery replacement service, the service will be designated as either "Standard" or "Busy" maintenance.
   2. Standard and Busy maintenance differ in two respects: (i) the number of included on-site battery replacement visits, as determined by the Sensor Battery Change Cadence Tables, and (ii) the assumed sensing-hour baseline used to calculate battery cadence, as defined in Section 4. There are no differences in service-level commitments, response times, or priority between the two tiers.
3. Sensor Battery Change Cadence Tables

The number of included visits is determined by the sensor types, sensor modes, schedule type, sensor quantities, and term length specified in the Order and the cadence tables below.

4. Cadence Definitions and assumptions. 
   
   1. Table values represent battery changes per sensor over the stated term based on the applicable Sensing Schedule 
   2. Sensing Schedules. Butlr proactively manages and ships replenishment battery supplies for deployed units using proprietary forecast algorithms, ensuring uninterrupted service and optimal performance. Shipment schedules are determined at Butlr's discretion and may be adjusted for operational or technological improvements. Customers may request the forecast schedule.
      
      1. Standard Sensing Schedule. The Standard cadence assumes at most 80 sensing hours per week (e.g., 06:00–22:00, Monday through Friday, local site time).
      2. Busy Sensing Schedule. The Busy cadence assumes at most 168 sensing hours per week (i.e., 24/7 continuous operation).
   3. Change Triggers. The following non-standard conditions require a Change Order: (i) sensing hours exceeding the applicable tier threshold set forth in the sensing schedule (80 hours per week for Standard; 168 hours per week for Busy); (ii) sensor count variance from the Order; (iii) off-hours (nights/weekends) access; (iv) union labor requirements; (v) ceiling height greater than 12 ft / 3.7 m or lift required; (vi) security/escort constraints; (vii) any additional visits requested by Customer.
5. Standard Sensing Schedule & Change Triggers  Butlr proactively manages and ships replenishment battery supplies for deployed units using proprietary forecast algorithms, ensuring uninterrupted service and optimal performance. The standard cadence assumes at most 80 sensing hours per week (e.g., 06:00--22:00, Monday through Friday, local site time); sensing hours above 80/week may increase battery change needs and will be serviced via Change Order. Shipment schedules are determined at Butlr's discretion and may be adjusted for operational or technological improvements. Customers can request the forecast schedule.
6. Schedule Alignment and Changes
   
   1. Schedule Alignment. For buildings with both Traffic and Presence sensors, Butlr may consolidate multiple sensor types into a single visit window to minimize trips and align battery replacement schedules.
   2. Changes, Rescheduling, and Additional Mobilizations. Any deviation from the standard scope—including but not limited to additional visits, schedule changes with short notice, missed or no-access visits, or non-standard conditions—requires a Change Order. Any incremental time, travel, labor, or materials associated with such changes will be addressed through the Change Order.
7. Batteries. Batteries are consumables and are not warranted for a specific operational life.
8. Applicable Regions. This Exhibit applies to services provided in the United States and Australia. Services outside these regions may be available and may be subject to additional fees.

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