Effective Date: February 26, 2025

THIS AGREEMENT GOVERNS YOUR (“CUSTOMER”) ORGANIZATION’S ACQUISITION AND USE OF ACORN LABS, INC. (HEREAFTER “ACORN”) SOFTWARE OR SERVICES.

IF YOU REGISTER FOR A FREE TRIAL FOR OUR SOFTWARE, THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL. 

BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. 

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO YOU AND/OR SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SOFTWARE OR SERVICES.

Customer may not access the Software or Services if Customer is direct competitor of Acorn, except with Acorn’s prior written consent. In addition, Customer may not access the Software or Services for purposes of monitoring their availability, performance or functionality.

Customer’s use of the Software or Services constitutes Customer’s agreement to these terms. It is effective between Customer and Acorn as of the date Customer signs an Order Form or first use the Software or Services, whichever is earlier.

1. General Terms
   1. Ordering. Any Software or Services purchased by Customer shall be governed by an Order Form.  Professional Services and Training Services will be governed by separate Addendums included herein and a Statement of Work as applicable. 
   2. Structure. The Agreement also incorporates the following components: (1) the applicable Order Form executed by the parties for purchases under the Agreement, (2) the Acorn End User License Agreement (“EULA”) found here: https://www.acorn.io/eula, (3) the Acorn Support and Maintenance Terms of Service found here: https://acorn.io/support-terms/, and (4) and any applicable addendum for Acorn Professional Services. Unless otherwise specified in an Order Form, terms defined in this Agreement shall have the same meaning when used in any other document made part of this Agreement. 

2. Term and Termination
   1. Agreement Term. The Agreement begins on the Effective Date and continues until it is terminated as set forth below.  For Services requiring a Statement of Work the term will be set forth in the applicable Statement of Work.
   2. Subscription Term. Any Subscription that Customer orders will start on the specified Subscription Start Date as identified in the applicable Order Form and end at the expiration of the Subscription Term as defined in the applicable Order Form unless sooner terminated according to this Agreement. Subscriptions automatically renew for successive twelve (12) month terms unless either party gives written notice to the other party of its intention not to renew. Notice of non-renewal must be given at least sixty (60) days before the expiration of the applicable Subscription Term. 
   3. Termination for Cause. Either party may terminate this Agreement (in whole or with respect to any Order Form or SOW) by notice to the other party if: (a) the other party materially breaches this Agreement and does not cure the breach within thirty (30) days after written notice (except in the case of a breach of Section 2 of the EULA  in which case no cure period will apply), or (b) 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. In addition, Acorn may, at its option and without limiting its other remedies, suspend (rather than terminate) any Subscription if Customer breaches the Agreement (including with respect to payment of Fees) until the breach is remedied, and such suspension will not limit any other remedy Acorn may have under the Agreement.
   4. Effect of Termination; Survival. The termination or suspension of an individual Order Form or SOW will not terminate or suspend any other Order Form or SOW, or the remainder of the Agreement unless specified in the notice of termination or suspension. If the Agreement is terminated in whole, all outstanding Order Form(s) and SOWs will terminate. Upon termination of an Order Form or SOW Acorn’s obligation to provide the Software, and Customer’s right to access or use the Software, will terminate. If this Agreement or any Order Form or SOW is terminated by Acorn for Customer’s material breach of the Agreement or applicable SOW, Customer shall remain liable for all Fees stated in the applicable Order Form and that Acorn will not issue any refunds for any pre-paid but unused Fees. Sections 2, 3, 5, 6, 7, and 8-10 will survive the termination of this Agreement including any other term which by its nature and purpose should also survive.

3. Fees and Payment
   1. Payment of Fees. All undisputed invoices shall be paid within 30 days of the date of invoice. If an invoice is disputed, Customer will provide Acorn with written notice describing the basis for the dispute prior to the due date. Customer must pay the Fees without withholding or deduction in U.S. Dollars.  All Fees and other amounts paid under the Agreement are non-refundable except as provided for herein.
   2. Taxes. The Fees set forth in any Order Form are exclusive of, and Customer is liable for and will pay, all taxes, including any value added tax and goods and services tax or any similar tax imposed on or measured by this Agreement. If Customer is required to withhold or deduct any Taxes from the Fees, then Customer agrees to increase the amount payable to Acorn by the amount of such Taxes so that Acorn receives the full amount of all Fees.  Each Party is responsible for its own withholding taxes, employment taxes and other amounts required to be withheld or paid in connection with its personnel.
   3. Fees. Fees are associated with the applicable subscription to Acorn Software and Support Services and shall be delineated in the applicable Order Form.  If during the term of the Agreement, the actual quantity of users that the Customer deploys exceeds the quantity identified in the applicable Order Form, Customer must promptly report to Acorn the number of additional users deployed and the date(s) on which they were deployed. Acorn will invoice Customer, and Customer agrees to pay, for the additional Subscriptions in accordance with this section 3. 

4. Representations and Warranties
   1. Acorn represents and warrants that (a) it has the authority to enter into this Agreement, (b) the Services will be performed in a professional and workmanlike manner by qualified Acorn Personnel, (c) to its knowledge, the Acorn Software does not, at the time of delivery to Customer, include malicious mechanisms or code for the purpose of damaging or corrupting the Acorn Software, and (d) that Acorn will comply with applicable US laws governing its performance under this Agreement. Customer represents and warrants that (a) it has the authority to enter into this Agreement, and (b) its use of Products or Services will comply with all applicable laws, and it will not use the Products or Services for any illegal activity.
   2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS EXPRESSLY PROVIDED IN SECTION 4.1, THE ACORN PRODUCTS AND SERVICES ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES EXPRESS OR IMPLIED, AND ACORN DISCLAIMS ALL SUCH REPRESENTATIONS AND WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY THE COURSE OF DEALING OR USAGE OF TRADE. ACORN AND ITS SUPPLIERS DO NOT REPRESENT OR WARRANT THAT THE ACORN PRODUCTS AND SERVICES WILL BE UNINTERRUPTED, SECURE, ERROR FREE, ACCURATE OR COMPLETE OR COMPLY WITH REGULATORY REQUIREMENTS, OR THAT ACORN WILL CORRECT ALL ERRORS. IN THE EVENT OF A BREACH OF THE WARRANTIES SET FORTH IN SECTION 4.1, CLIENT’S EXCLUSIVE REMEDY, AND ACORN’S ENTIRE LIABILITY, WILL BE THE RE-PERFORMANCE,  OR REDELIVERY OF THE DEFICIENT ACORN PRODUCT OR SERVICE, OR IF ACORN CANNOT SUBSTANTIALLY CORRECT A BREACH IN A COMMERCIALLY REASONABLE MANNER, TERMINATION OF THE RELEVANT ACORN PRODUCT OR SERVICE, IN WHICH CASE CLIENT MAY RECEIVE A PRO RATA REFUND OF THE FEES PAID FOR THE DEFICIENT ACORN PRODUCT OR SERVICE AS OF THE EFFECTIVE DATE OF TERMINATION.
   3. The Software and Services have not been tested in all situations under which they may be used. Acorn will not be liable for the results obtained through use of the Software or Services and Customer is solely responsible for determining appropriate uses for the Acorn Software and Services and for all results of such use. For example, Acorn Software and Services are not specifically designed, manufactured or intended for use in (a) the design, planning, construction, maintenance, control, or direct operation of nuclear facilities, (b) aircraft control, navigation, or communication systems (c) weapons systems, (d) direct life support systems (e) or other similar hazardous environments.

5. Confidentiality
   1. Definition. For purposes of this Agreement, “Confidential Information” means written, documentary, oral or visual information of any kind disclosed by either Party to the other, including, but not limited to: (i) the terms and conditions of this Agreement; (ii) any Order Form; (iii) source code, libraries, build procedures, utilities, lifecycle artifacts, any and all written or digital intellectual property, computer programs, documentation, training materials and techniques and (iv) information of a business, planning, marketing or technical nature, including, financial data, plans, specifications, forecasts, market intelligence, concepts, fixed assets, customer and/or employee information, strategies, agreements or other proprietary or confidential material which the disclosing party may, at its sole discretion, disclose to the receiving party; (v) models, tools, processes and procedures, and software; and (vi) any documents, reports, memoranda, notes, files or analyses prepared by or on behalf of the receiving party that contain, summarize or are based upon any Confidential Information. Information disclosed orally shall be considered Confidential Information if a reasonable person at the time of disclosure would consider such information to be confidential.
   2. Exclusions. Information shall not be considered Confidential Information if: (a) the information is or becomes publicly available other than as a result of the Recipient’s, or its agent’s breach of this Agreement, (b) the Recipient, at the time of disclosure, knows or possesses the information without obligation of confidentiality or thereafter obtains the information from a third party not under an obligation of confidentiality; (c) the Recipient independently develops the information without use of the Discloser’s Confidential Information, (d) is independently developed by Acorn employees without reliance or reference to Confidential Information, or (e) the information is licensed under an Open Source License (as defined by the Open Source Initiative (https://opensource.org/).
   3. Restrictions. “Recipient” is the party receiving Confidential Information under this Agreement. “Discloser” is a party disclosing Confidential Information under this Agreement. Recipient (a) may not disclose Confidential Information of a Discloser to any third party unless Discloser approves the disclosure in writing or the disclosure is otherwise permitted under this Section 5; (b) will use the same degree of care to protect Confidential Information of Discloser as it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care; and (c) may disclose Confidential Information of the Discloser only to its employees, personnel, Affiliates, agents and contractors with a need to know, and to its auditors and legal counsel, in each case, who are under a written obligation (or other professional obligation) to keep such information confidential using standards of confidentiality no less restrictive than those required by this Section 5. These obligations will survive this Agreement and continue until the Confidential Information lawfully becomes known to the public, as defined in Paragraph 5.2. 
   4. Disclosures Required by Law. The receiving Party may disclose the Confidential Information of the other to the extent required under order of a court of competent jurisdiction, a valid administrative or congressional subpoena, law, rule, regulation (including any securities exchange regulation), or other governmental action provided that the receiving Party (i) promptly notifies the disclosing Party in writing prior to disclosure of the information, and (ii) assists the disclosing Party, at the disclosing party’s expense, in any attempt by the disclosing Party to limit or prevent the disclosure of the Confidential Information.
   5. Remedies Upon Breach. Each Party agrees that the other party may have no adequate remedy at law if there is a breach or threatened breach of this Section 5 and, accordingly, that either party may be entitled (in addition to any legal or equitable remedies available to such party) to seek injunctive or other equitable relief to prevent or remedy such breach.
   6. Return or Destruction. Confidential Information that is disclosed prior to termination of this Agreement will remain subject to this Agreement for the period set forth above. Upon written request of the Discloser, the Recipient will promptly return or destroy all Confidential Information, except for Confidential Information stored in routine back-up media not easily accessible during the ordinary course of business.

6. Use of Product Information, Feedback, Reservation of Rights and Audit
   1. Use of Product or Services Information. Acorn may collect and use for any purpose aggregated anonymous benchmark data about Customer’s use of the Software or Services. Nothing in this Agreement will limit Acorn from providing software, materials, or services for itself or other clients, irrespective of the possible similarity of such software, materials or services to those that might be delivered to Customer. The terms of Section 6 will not prohibit or restrict either party’s right to develop, use or market products or services similar to or competitive with the other party; provided, however, that neither party is relieved of its obligations under this Agreement.
   2. Audit. While this Agreement is in effect and for one year thereafter, Acorn or its designee, acting in accordance with Section 5, may inspect Customer’s systems and records to verify its compliance with this Agreement. Customer agrees to (a) respond promptly to requests for information, documents and/or records, (b) grant appropriate access to such systems and/or records to verify its compliance, and (c) reasonably cooperate in connection with any such verification. Acorn will provide written notice at least thirty (30) days prior to any on audit.  Acorn may, in its sole discretion require Customer to enable functionality within Acorn Software whereby the Acorn Software electronically delivers a report of Acorn Software in use by Customer to Acorn. If Acorn notifies Customer of any noncompliance (whether derived from an audit of books, records, systems, or electronically) and/or delivers an invoice for the amount of underpayment, then Customer will resolve the non-compliance and make payment to Acorn within thirty (30) days from the date of notice. If the underpayment exceeds twenty thousand dollars ($20,000), then Customer will also reimburse Acorn for the reasonable cost of the inspection.
   3. Feedback. If Customer chooses to voluntarily provide any Feedback to Acorn regarding Acorn Software or Services, Acorn may use such Feedback for any purpose, including incorporating the Feedback into, or using the Feedback to develop and improve Acorn Software and other Acorn offerings without attribution or compensation. Customer grants Acorn a perpetual and irrevocable license to use all Feedback for any purpose. Customer agrees to provide Feedback to Acorn only in compliance with applicable laws and Customer represents that it has the authority to provide the Feedback and that Feedback will not include proprietary information of a third party.  Acorn acknowledges and agrees that any feedback provided by the client under this agreement is on an “as is” basis, without any warranty of any kind.

7. Limitations
   1. DISCLAIMER OF DAMAGES. EXCEPT FOR DAMAGES ARISING OUT OF A PARTY’S BREACH OF CONFIDENTIALITY OBLIGATIONS UNDER SECTION 5, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY, NOR ITS AFFILIATES, WILL BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY DAMAGES FOR LOST OR DAMAGED DATA, LOST PROFITS, LOST SAVINGS OR BUSINESS OR SERVICE INTERRUPTION, EVEN IF SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
   2. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY’S AND ITS AFFILIATES’ TOTAL AND AGGREGATE LIABILITY WITH RESPECT TO ANY CLAIM RELATING TO OR ARISING OUT OF THIS AGREEMENT WILL EXCEED THE FEES RECEIVED BY ACORN WITH RESPECT TO THE PARTICULAR ACORN PRODUCT OR SERVICE GIVING RISE TO LIABILITY UNDER THE MOST APPLICABLE ORDERING DOCUMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO SUCH CLAIM.  THIS LIMITATION APPLIES REGARDLESS OF THE NATURE OF THE CLAIM, WHETHER CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR OTHER LEGAL THEORY. THESE LIMITATIONS DO NOT LIMIT CLAIMS OF BODILY INJURY (INCLUDING DEATH) AND DAMAGE TO REAL OR TANGIBLE PERSONAL PROPERTY CAUSED BY THE NEGLIGENCE OF A PARTY OR ITS AFFILIATES.

8. Governing Law and Claims. The Agreement, and any claim, controversy or dispute related to the Agreement, are governed by and construed in accordance with the laws of the State of California without giving effect to any conflicts of laws provisions. To the extent permissible, the United Nations Convention on Contracts for the International Sale of Goods will not apply, even if adopted as part of the laws of the State of California. Any claim, suit, action or proceeding arising out of or relating to this Agreement or its subject matter will be brought exclusively in the state or federal courts of Santa Clara County, California, and each party irrevocably submits to the exclusive jurisdiction and venue. No claim or action, regardless of form, arising out of this Agreement may be brought by either party more than one (1) year after the earlier of the following:  a) the expiration of all Subscriptions or SOWs, b) the termination of this Agreement, or c) the time a party first became aware, or reasonably should have been aware, of the basis for the claim. To the fullest extent permitted, each party waives the right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

9. Miscellaneous
   1. Export. Acorn may supply Customer with Controlled Materials. Customer agrees to comply with all applicable export and import laws or regulations, including any local laws in Customer’s jurisdiction concerning Customer’s right to import, export or use Controlled Materials and agree that Acorn is not responsible for Customer’s compliance. Without limiting the foregoing, Customer agrees that it will not export, disclose, re-export or transfer the Controlled Materials, directly or indirectly, to: (a) any U.S. embargoed destination; (b) any party who Customer knows or has reason to know will utilize them in the design, development or production of nuclear, chemical or biological weapons, or rocket systems, space launch vehicles, or sounding rockets, unmanned air vehicle systems, or any other restricted end-use; or (c) anyone on (or controlled by a person or entity on) a U.S. government restricted persons list, including those who have been prohibited from participating in U.S. export transactions by any federal agency of the U.S. government. Customer will not provide to Acorn any data or engage Acorn in any activity, in each case, that could constitute the development of a “defense article” or provision of a “defense service” to Customer, as these terms are defined in Section 120 of the International Traffic in Arms Regulations (ITAR). In addition, Customer will not, and will not allow third parties under Customer’s control, (i) to provide Acorn with Customer Information that requires an export license under applicable export control laws or (ii) to process or store any Customer Information that is subject to the ITAR. If Customer breaches (or Acorn believes Customer has breached) this paragraph or the export provisions of an end user license agreement for any software or Acorn is prohibited by law or otherwise restricted from providing Software or Services to Customer, Acorn may terminate this Agreement and/or the applicable Order Form. Customer acknowledges that to provide the Software and/or Services, it may be necessary for Customer Information to be transferred between Acorn, its Affiliates, vendors and/or subcontractors, which may be located worldwide.
   2. Notices. Notices must be in English, in writing, and will be deemed given upon receipt, after being sent using a method that provides for positive confirmation of delivery to the address(es) or email address provided by Customer, including through an automated receipt or by electronic log. Any notice from Customer to Acorn must include a copy sent to: Acorn Labs, Inc., Attention: Legal Department, 19925 Stevens Creek Blvd #100, Cupertino, CA 95014; Email: legal@acorn.io. Billing notices to Customer will be addressed to the billing contact designated by Customer.
   3. Waiver. A waiver by a party under this Agreement is only valid if in writing and signed by an authorized representative of such party. A delay or failure of a party to exercise any rights under this Agreement will not constitute or be deemed a waiver or forfeiture of such rights.
   4. Assignment. Either party may upon written notice: (a) assign this Agreement to an Affiliate if the Affiliate’s financial condition and creditworthiness are sufficient to satisfy the assigning party’s obligations under the Agreement and the assignment will not affect the non-assigning party’s obligations under the Agreement; and (b) assign this Agreement to a successor or acquirer pursuant to a merger or sale of all or substantially all of such party’s assets. Any other assignment will be deemed void and ineffective without the prior written consent of the other party. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and permitted assigns.
   5. Independent Contractors. The parties are independent contractors and nothing in this Agreement creates an employment, partnership or agency relationship between the parties or any Affiliate. Each party is solely responsible for supervision, control and payment of its personnel and contractors. For the purposes of this Agreement, Acorn Personnel shall not be considered subcontractors. Acorn may subcontract Services to third parties and Affiliates as long as (a) they agree to protect Confidential Information and (b) Acorn remains responsible to Customer for performance of its obligations.
   6. Third Party Beneficiaries. This Agreement is binding on the parties to this Agreement and, other than as expressly provided in the Agreement, nothing in this Agreement grants any other person or entity any right, benefit or remedy.
   7. Force Majeure. Neither party is responsible for nonperformance or delay in performance of its obligations (other than payment of Fees) due to causes beyond its reasonable control. If the period of non-performance of one party exceeds 30 calendar days from receipt of notice of the force majeure event, the other party may, by giving written notice, terminate this Agreement.
   8. Complete Agreement and Order of Precedence. The Agreement represents the complete agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and proposals, whether written or oral, with respect to such subject matter, including any prior confidentiality agreements entered into by the parties. Any terms contained in any other documentation that Customer delivers to Acorn, including any purchase order or other order-related document (other than an Order Form), are void and will not become part of the Agreement or otherwise bind the parties. To the extent of any conflict or ambiguity between the terms and conditions of the Agreement, an ordering document, and/or the EULA, the following order of precedence will apply: (1) the applicable ordering document; (2) any fully executed Statement of Work among the parties; (3) the Agreement; (4) the EULA; and (5) all other documents and policies applicable between the parties.
   9. Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original and all of which will constitute one and the same document. The parties may exchange signature pages by email or electronic signature process and such signatures will be effective to bind the parties to the Agreement.
   10. Severable. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of this Agreement will remain in effect to the greatest extent permitted by law.
   11. Publicity. Acorn shall be entitled to release general publicity (the “Publicity”), including the use of the Customer name, logo or other information into the public domain regarding the Services and Company’s relationship with Customer without the prior written approval of the Customer. The nature of the Publicity will include, but not be limited to: news releases, articles, brochures, advertisements (including advertisements or notices on the Company web site), prepared speeches, and the like to be made by the Company or any of its sub-contractors concerning this agreement or the service(s) performed or to be performed under this Agreement.
   12. United States Government End Users. The Software and its documentation are “Commercial items,” “Commercial computer software” and “Computer software documentation” as defined by the Federal Acquisition Regulations (“FAR”) and Defense Federal Acquisition Regulations Supplement (“DFARS”). Pursuant to FAR 12.211, FAR 12.212, DFARS, 227.7202-1 through 227.7202-4, and their successors, the U.S. Government acquires the Software and its documentation subject to the terms of this Agreement.

Appendix 1

Definitions

Affiliate means any person or entity directly or indirectly controlling, controlled by or under common control with a Party as of or after the Effective Date, for so long as that relationship is in effect (including affiliates subsequently established by acquisition, merger or otherwise).

Customer Information means any data, information, software or other materials that Customer provides to Acorn under the Agreement.

Controlled Materials mean software or technical information that is subject to the United States Export Administration Regulation.

Effective Date means the effective date of this Agreement found above.

Fees are the amounts to be paid by Customer to Acorn for the Acorn Software or Services. 

Order Form means Acorn’s standard ordering document or online form used to order Acorn Software or Services.

Product(s) or Acorn Product(s) means Acorn Software.

Acorn Personnel means Acorn employees as well as individuals employed through co-employment services from professional employment organizations (“PEO’s) and the like.

Acorn Professional Services means the delivery of specialized, project-based activities rendered by Acorn Personnel.  

Acorn Training Services are Acorn’s training courses delivered onsite or remotely as the Parties agree in an applicable Order Form. 

Acorn Support Services means the delivery of problem resolution and customer support activities by Acorn Personnel or contractors subject to the Acorn Support Terms.

Acorn Software means Acorn branded software governed by this Agreement and the Acorn End User License Agreement attached hereto.

Service(s) means Acorn Professional Services, Training Services, and Support Services.

Statement of Work (“SOW”) means the documentation of an order for Acorn Professional Services consisting of a description of the services to be performed and other associated information such as the term of these services. 

Support Subscription Term means the period during which Customer is entitled by to use, receive, access or consume Acorn Support Services pursuant to an Order Form.

Supplier means a third party that provides service(s) to Acorn in order for Acorn to offer Software or Services to its customers and/or business partners.

Taxes means any form of taxation of whatever nature and by whatever authority imposed, including any interest, surcharges or penalties, arising from or relating to this Agreement or any Acorn Products, other than taxes based on the net income of Acorn.

EXHIBIT A:

ACORN LABS ORDER FORM

EXHIBIT B

ACORN LABS END USER LICENSE AGREEMENT

The Acorn Labs End User License Agreement is found here: https://acorn.io/terms/eula