Glimpse^® On-Premises CT Scanning Solution Deployment and Support Agreement

Version 1.0

Introduction. Subject to the terms and conditions of this agreement (together with any exhibits and appendices attached hereto, collectively, this “Agreement”) and your Order, Glimpse Engineering, Inc., a Delaware corporation (“we” or “Glimpse”) has agreed to provide to the customer that is named in (and that has executed with Glimpse) the applicable Order (“you” or “Customer”), and Customer has agreed to procure from Glimpse, (1) certain consulting, deployment, implementation, technical support and maintenance and other Services in relation to an on-premises solution for CT scanning of parts, and related image processing and analysis, as described in further detail below and each applicable Order, (2) certain Hardware (including but not limited to one or more GlimpseBox units) used in connection with Customer’s on premises CT scanning operations; and (3) access to and use of Glimpse’s proprietary web-based software application used for collating images and data from scans of parts, known in the marketplace as the Glimpse Portal^® (including the website through which Customer may access and use the Glimpse Portal and any associated APIs provided by Glimpse to Customer, collectively, the “Glimpse Portal”).

Acceptance / Execution By Authorized Signatory. By executing an Order with us, you also accept this Agreement and agree you are legally bound by its terms. The individual executing the Order on your behalf represents and warrants to us that such individual is fully and duly authorized to agree to be bound by this Agreement on your behalf. If you do not agree to this Agreement, then do not execute an Order with us or otherwise access or use any Glimpse IP or Services. The date you first execute an Order with us and accept this Agreement in accordance with this paragraph is referred to herein as the “Agreement Effective Date”.

Defined Terms. Capitalized terms that are used as defined terms but not defined in context below have the meanings given to such terms in Section 14 below.

The parties agree as follows:

1. Services.

   1. Glimpse Obligations. Subject to the terms of this Agreement, we will perform the services (the “Services”) that are mutually agreed upon and described in one or more Orders, in accordance with the Order and our warranties and commitments set forth in Section 9.b below.

   2. Support Services and Glimpse Portal Availability. We will ensure the Glimpse Portal meets or exceeds the Availability Requirement set forth in Appendix 2 for so long as you are subscribed to the Glimpse Portal. Additionally, we will provide the Support Services and comply with the service level commitments set forth in Appendix 3 (i) with respect to the Glimpse Portal for so long as you are subscribed to the Glimpse Portal, and (ii) with respect to any Hardware, GlimpseBox units and GlimpseBox Software for so long as you are subscribed to maintenance and support services for the applicable articles or software, as indicated in your Order.

   3. Change Requests. You may at any time request in writing to us reasonable modifications, updates or enhancements to Services provided pursuant to an Order (each, a “Change Request”). We will, within 10 business days after receiving a Change Request, evaluate the impact of such modifications and respond with a written proposal to effectuate such modifications, which will set forth the estimated delivery timeline, the cost and any other terms applicable for effectuating such modifications. You will, within 10 business days after receiving our written proposal, notify us in writing as to whether you accept our written proposal. If you fail to notify us of your acceptance of our written proposal, you will be deemed to have rejected the written proposal and we will have no further obligation to you with respect to such Change Request.

d. Customer Responsibilities. In connection with our provision of the Services, you will: (i) reasonably cooperate with us in all matters relating to the performance of the Services; (ii) in a timely manner, provide all of Your Data reasonably necessary for us to complete such Services; (iii) respond promptly to any Glimpse requests to provide direction, information, approvals, authorizations or decisions that are reasonably necessary for us to perform the Services in accordance with the applicable Order; (iv) provide personnel who are adequately qualified, experienced, skilled and knowledgeable to coordinate with us on our provision of the Services; and (v) perform those additional tasks and assume those additional responsibilities specified in the applicable Order (clauses (i) through (v) collectively, the “Customer Responsibilities”). You understand and agree that our performance is dependent and conditioned on your timely and effective satisfaction of Customer Responsibilities. In addition, you will be solely responsible for securing all rights, licenses, consents or approvals to grant us access to or use of any of Your Data or any other third party data, software or other technology reasonably necessary for our performance of the Services as contemplated by this Agreement and not being supplied by us under the applicable Order. We will abide by the terms and conditions of such permissions, licenses or approvals, provided that you have provided written copies of such permissions, licenses or approvals prior to the commencement of the applicable Services.

5. Acceptance Testing.

   1. Acceptance Period. When Glimpse notifies Customer in writing that the deliverables under a particular Order have been completed and are first ready for use in a production environment, Customer shall have the period of time set forth in the Order (or, if no period of time is set forth in the Order, a thirty (30) day period) (the “Acceptance Period”) to test such deliverables to determine whether they comply with the requirements of this Agreement and the Specifications (the “Acceptance Test”).

   2. Acceptance/Rejection. Upon completion of Customer’s testing, Customer shall notify Glimpse of its acceptance (“Accept” or “Acceptance”) or, if it has identified any noncompliance with the requirements of this Agreement or the Specifications, rejection (“Reject” or “Rejection”) of the applicable deliverables. Customer will be deemed to have Accepted the applicable deliverables if it has not provided to Glimpse a written Rejection by the end of the applicable Acceptance Period. If Customer Rejects the deliverables, Customer shall provide Glimpse with a written list of items that do not comply with the requirements of this Agreement or the Specifications and must be corrected. On receipt of Customer’s notice, Glimpse shall promptly commence, at no additional cost or charge to Customer, all reasonable efforts to complete, as quickly as possible and in any event within thirty (30) days from receipt of Customer’s notice (or such other period as may be agreed upon by the parties in writing), any corrections, repairs, and modifications to the deliverables needed to bring them into full compliance with the requirements of this Agreement and the Specifications.

   3. Correction Process. If any corrective measures are required under Section 1.e.ii, upon its completion of all such measures, Glimpse shall notify Customer in writing and the process set forth in Section 1.e.i and Section 1.e.ii shall be repeated; provided that if a particular deliverable under an Order, as further revised by Glimpse, still does not comply in all material respects with the requirements of this Agreement and the Specifications, then Customer may, in its sole discretion: (x) require Glimpse to again repeat the correction, repair, and modification process set forth in Section 1.e.ii at no additional cost or charge to Customer; or (y) if and only if Customer has already delivered at least two written Rejection notices concerning such particular deliverable under an Order to Glimpse, Customer may terminate the affected Order (in whole or in part) with no further liability, obligation, or penalty to Glimpse under that Order.

   4. Resolution. The parties shall repeat the foregoing procedure until Customer Accepts the applicable deliverables or elects to terminate the applicable Order as provided in Section 1.e.iii(y). If Customer elects to terminate all or part of an Order as provided in Section 1.e.iii(y), then Glimpse shall refund to Customer all sums previously paid to Glimpse for the deliverables that have not been provided under the applicable Order (or portion thereof) that has been so terminated. The refunds must be paid within thirty (30) days of Customer’s written notice of termination under Section 1.e.iii(y).

6. Compliance with Laws.

i. Glimpse’s Obligations. Glimpse shall perform all Services hereunder in compliance with all applicable (A) statutes (including regulations enacted under those statutes); (B) national, regional, provincial, state, municipal, or local laws; (C) judgments and orders of courts of competent jurisdiction; (D) rules, regulations, and orders issued by governmental bodies or authorities; and (E) regulatory approvals, permits, licenses, approvals, and authorizations (collectively, “Applicable Laws” or “Laws”).

ii. Customer Responsibility. Customer is responsible for compliance with Applicable Laws related to the manner in which Customer chooses to use the Services and any hardware, software or technology received from Glimpse (collectively, “Glimpse Items”).

iii. Trade Compliance. The parties shall comply with all applicable U.S. and non-U.S. import, sanctions, anti-boycott, export control, re-export control, and transfer (in-country) laws and regulations, including but not limited to the Export Administration Regulations maintained by the U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”), the International Traffic in Arms Regulations (“ITAR”) maintained by the U.S. Department of State Directorate of Defense Trade Controls (“DDTC”), economic sanctions programs implemented by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), and customs regulations maintained by the U.S. Department of Homeland Security’s Customs and Border Protection (“CBP”) (collectively, “Trade Control Laws”), as well as all applicable Trade Control Laws in other countries in which the parties conduct business.

iv. Restricted Parties. The parties represent and warrant that neither they, nor any party that owns (at a 50% or greater level) or controls them, directly or indirectly, nor any of their directors, officers, or employees (A) are identified on any sanctions or export control list maintained by the U.S., EU, or UK governments, including the List of Specially Designated Nationals and Blocked Persons maintained by OFAC, or the Entity List maintained by BIS; (B) are owned 50% or more in the aggregate or controlled (as such terms are interpreted under applicable Trade Control Laws), directly or indirectly, by any such restricted party; (C) are located, organized, headquartered, or ordinarily resident in a country or territory subject to U.S. territorial sanctions (at this time, Cuba, Iran, North Korea, Syria (prior to July 1, 2025), and the Crimea, Luhansk People’s Republic, and Donetsk People’s Republic regions of Ukraine, referred to as “Sanctioned Countries”), the People’s Republic of China, Macau or any other destination in Country Group D:5, as set forth in the EAR (here); or (D) as such terms are interpreted under applicable Trade Control Laws, are owned or controlled by, or acting on behalf of, any Sanctioned Country’s government entity or the Government of Venezuela (parties identified in clauses (A) through (D) above are collectively referred to as, “Restricted Parties”).

v. Export Approvals. The Customer represents and warrants that in connection with the use of the Services and the Glimpse Items, the Customer will not engage in any transaction or otherwise deal directly or indirectly with any Sanctioned Country, any Restricted Party, or any entity owned 50% or more in the aggregate or controlled, directly or indirectly, by any Restricted Party. Further, the Customer represents and warrants that as applicable, they shall obtain all relevant export and import licenses required for (A) the export, re-export, transfer (in-country) and import of products, services, software and technologies and (B) releases of technologies and software to foreign nationals located in the United States and abroad (collectively, “Export Approvals”).

7. Personnel. Glimpse shall provide and assign, as of the commencement date of each Order, sufficient Glimpse personnel to provide the Services, and shall provide and assign, subject to the other terms of this Agreement, additional or different Glimpse personnel as and to the extent required. Glimpse shall use commercially reasonable efforts to maintain continuity with respect to any changes to Glimpse personnel. Customer shall not be charged any Services Fees or expenses in connection with efforts involving the transition of work to such new Glimpse personnel, including without limitation the education or on-boarding of such new personnel with respect to any aspect of the Services.

8. Changes in Glimpse Personnel Requested by Customer. If Customer becomes dissatisfied with any Glimpse personnel providing the Services, Customer may notify Glimpse of the details of its dissatisfaction, and the parties shall cooperate to remedy the problem as soon as reasonably possible; provided that upon Customer’s reasonable request, Glimpse shall promptly remove and replace any such Glimpse personnel.

9. Designated Contacts; Key Personnel. Each party shall establish a Designated Contact under each Order. The parties may designate in an Order certain Glimpse positions as “Key Personnel Positions.” Glimpse’s Designated Contact, regardless of whether designated as such in an Order, shall be considered a Key Personnel Position. Before assigning an individual to a Key Personnel Position, whether as an initial assignment or as a replacement, Glimpse shall (i) notify Customer of the proposed assignment, (ii) introduce the individual to appropriate representatives of Customer, (iii) provide Customer with a resume and any other information regarding the individual that may be reasonably requested by Customer, and (iv) obtain Customer’s written approval for such assignment. Glimpse shall assign an individual (and not a title or role) to a Key Personnel Position, and once assigned, may only remove such individual with Customer’s prior written approval (which may be given by e-mail); provided that this sentence shall not restrict Glimpse from terminating any such individual and shall not apply if the individual resigns.

2. Right to Access the Glimpse Portal and Corresponding Limitations and Restrictions.

   1. Glimpse Portal Authorization. We authorize you, your Affiliates and your Authorized Users, during the authorized access term / period set forth in the applicable Order only, and on a non-exclusive and non-transferable (except as described in Section 13.e) basis, to access and use the Glimpse Portal that we have agreed to provide to you as detailed in an Order, on a remote electronic access basis (through a website we have made available to you for this purpose), in each case provided that such access and use is (i) by and through your Authorized Users only, (ii) solely for the Permitted Use, and (iii) strictly in accordance with this Agreement and the Documentation. This authorization also permits you, your Affiliates and your Authorized Users to access and use the Documentation during the subscription term set forth in the applicable Order in support of your Permitted Use of the Glimpse Portal.

   2. Limitations and Restrictions. You must not, and you must not permit any other person or entity (including your Affiliates and Authorized Users) to, access or use the Glimpse Portal except as we’ve specifically allowed in this Agreement. Without limiting the preceding sentence, you, your Affiliates and your Authorized Users must not do any of the following:

      1. copy, modify, adapt, translate or create derivative works or improvements of the Glimpse Portal;

      2. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Glimpse Portal or any features or functionality of the Glimpse Portal to any other person or entity (besides any Authorized Users) for any reason, including by making the Glimpse Portal available through any time-sharing, service bureau or software as a service arrangement;

      3. reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive, gain access to or discover the source code of the Glimpse Portal or the underlying structure, ideas, know-how, algorithms or methodology relevant to the Glimpse Portal;

      4. input, upload, transmit or otherwise provide to or through the Glimpse Portal any information or materials that are unlawful or that contain, transmit or activate any Harmful Code;

      5. bypass, breach or disable any security device, copy control, digital rights management tool or other protection used by the Glimpse Portal;

      6. attempt to gain unauthorized access to, damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner (A) the Glimpse Portal, (B) the server on which the Glimpse Portal is hosted and stored, (C) any server, computer or database connected to the Glimpse Portal, or (D) our ability to provide the Glimpse Portal or services to any other person or entity;

      7. access or use the Glimpse Portal in any way that infringes, misappropriates or otherwise violates any intellectual property right, privacy right or other right of any third party, or that violates any applicable law or regulation;

      8. access or use the Glimpse Portal for purposes of (A) developing, marketing, distributing, licensing or selling any product or service that may compete with the Glimpse Portal, or (B) disclosing to our competitors, for any purpose, otherwise non-public information about the Glimpse Portal;

      9. share an Authorized User’s access credentials used to log in to the Glimpse Portal with any person or permit use of an Authorized User’s access credentials by any person, other than the Authorized User with whom the access credentials are associated;

      10. access or use the Glimpse Portal contrary to any additional limitations or restrictions that may be set forth in your Order; or

      11. knowingly aid or assist any Affiliate, Authorized User or other person or entity in taking any of the actions prohibited by this Section 2.b.

   3. Responsibility for Affiliates and Authorized Users; Affiliates Bound By Own Orders. You will ensure your Affiliates’ and Authorized Users’ compliance with this Agreement and be responsible and liable to us for any act or omission of an Affiliate or Authorized User (or any other employee, contractor or agent under your control or direction or acting on your behalf) that would be a breach or violation of this Agreement had you performed the act or omission yourself; provided, however, that if your Affiliate executes an Order directly with us, then, solely under and in connection with that Order: (i) you will not be responsible or liable to us for any acts or omissions of such Affiliate or its Authorized Users (or any other employee, contractor or agent under your control or direction or acting on its behalf), (ii) such Affiliate will be directly bound to us (and we will be directly bound to such Affiliate) with respect to all terms and conditions of, and for all purposes under, this Agreement as if such Affiliate was (and such Affiliate shall be deemed to be) “Customer” or “you” throughout this Agreement, and (iii) such Affiliate will be responsible and liable to us for any acts or omissions of its own Authorized Users (or any other employee, contractor or agent under your control or direction or acting on its behalf).

   4. Changes to the Glimpse Portal. We may make any changes to the Glimpse Portal (including, without limitation, the design, look and feel, functionality, content, material, information and/or services provided via the Glimpse Portal) that we deem necessary or useful to improve the Glimpse Portal or for any other reason, from time to time in our discretion; provided that we will not during the Term make any changes to the Glimpse Portal that will materially adversely affect the features and functionality of the Glimpse Portal that you use. Such changes may include upgrades, bug fixes, patches, error corrections, modifications, enhancements, configurations, improvements and/or new features (collectively, “Updates”). All Updates will be deemed a part of the Glimpse Portal governed by all the provisions of this Agreement pertaining thereto. If we make a change to the Glimpse Portal that has a material adverse effect on your operations, then (i) you may notify us in writing of the material adverse effect and you may, immediately upon written notice to us, terminate the applicable Order under which you have subscribed to the affected Glimpse Portal if we do not cure this condition within 30 days following receipt of your notice, and (ii) if you terminate an Order in the manner provided in this Section 2.d we will promptly provide you with a Refund of Fees (as defined below).

   5. Suspension of Glimpse Portal Access. We may, upon reasonable notice, suspend or deny your (and/or one or more of your Affiliates’ or Authorized Users’) access to or use of all or any part of the Glimpse Portal and suspend our performance of our Services, without any liability to you or others, if (i) we’re required to do so by Applicable Law; or (ii) you have, your Affiliate has or your Authorized User (or any other employee, contractor or agent under your control or direction or acting on your behalf) has (A) accessed or used the Glimpse Portal in violation of Section 2.b of this Agreement, (B) violated the limitations and restrictions in relation to any GlimpseBox units or GlimpseBox Software set forth in Section 3.b of this Agreement, (C) been involved in any fraudulent or unlawful activities relating to or in connection with our Services, Glimpse Portal or other offerings under this Agreement, or (D) otherwise failed to comply with this Agreement and failed to cure such breach within 10 days after we provide written notice to you. Unless we have exercised our right to terminate this Agreement pursuant to Section 8.c, we will promptly restore access to the Glimpse Portal and resume performance of our Services as soon as the applicable legal requirement or court order is lifted or the applicable breach or violation is cured. Our remedies in this Section are in addition to, and not in lieu of, our termination rights in Section 8.c or any other rights or remedies under this Agreement, at law or in equity.

3. Hardware. Your Order may involve the purchase and delivery of certain devices, equipment or other hardware (“Hardware”). For the avoidance of doubt, the defined term “Hardware” will include each GlimpseBox unit provided to you under this Agreement. The following additional terms apply in relation to the purchase and delivery of Hardware:

   1. Shipment and Delivery. Unless expressly agreed to by you and us in writing (such as in an Order executed by the parties), the purchased Hardware will be delivered within a reasonable time after the date of our receipt of payment in full for the Hardware under the applicable Order. Any time quoted for delivery is an estimate only, provided that we will use commercially reasonable efforts to deliver all Hardware on or before the requested delivery date (as documented in the Order). Unless expressly agreed to by you and us in writing (such as in an Order executed by the parties), we will deliver, at our expense and risk of loss, the purchased Hardware to a U.S. address as notified in advance by you to us in writing (the “Delivery Point”) DDP (delivery duty paid), using our standard methods for packaging and shipping and using a carrier of our choice. Additional terms and conditions apply to any shipment made to a location or address outside the U.S. Title and risk of loss passes to you upon delivery of the Hardware at the Delivery Point.

   2. GlimpseBox: Prohibition on Reverse Engineering. Customer acknowledges and agrees that Glimpse has developed its GlimpseBox units and the related image processing algorithms and other algorithms and software installed on and/or embedded in the GlimpseBox units (the “GlimpseBox Software”) through considerable efforts and investments in research and development over a substantial period of time, and that Glimpse considers the selection, arrangement and architecture of the interior components of each GlimpseBox unit, as well as the source code and underlying algorithms of the GlimpseBox Software, to be trade secret and to derive independent economic value from not being generally known to, and not being readily ascertainable through proper means by, the public or within Customer’s and Glimpse’s industries generally. Therefore, in relation to any GlimpseBox units delivered to Customer under one or more Orders, Customer must not, and Customer must not permit any other person or entity (including its Affiliates and Authorized Users) to do any of the following: (i) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive, gain access to or discover any of (A) the interior components, or the selection, arrangement and architecture thereof, of any the GlimpseBox unit or (B) the source code or underlying algorithms of any GlimpseBox Software; (ii) bypass, breach or disable any security device, copy control, digital rights management tool or other protection used by the GlimpseBox or any GlimpseBox Software; or (iii) access or use any GlimpseBox units or GlimpseBox Software for purposes of (A) developing, marketing, distributing, licensing or selling any product or service that may compete with the GlimpseBox or GlimpseBox Software, or (B) disclosing to Glimpse’s competitors, for any purpose, otherwise non-public information about the GlimpseBox or GlimpseBox Software. The GlimpseBox Software loaded on each GlimpseBox unit runs and processes scan images in the background without any input or operation by Customer, its Affiliates or any Authorized User, and is not intended to be directly accessed or used (and may not be directly accessed or used) in any manner by Customer, its Affiliates or any Authorized User. No license, right or authorization is granted under this Agreement to Customer, its Affiliates or any Authorized Users to access or use any GlimpseBox Software.

4. Confidentiality.

   1. General. In connection with receiving or providing the Hardware, the Glimpse IP and Services, each party (each, a “Discloser”) may disclose to the other party (the “Recipient”) the Discloser’s proprietary or confidential information (collectively, “Confidential Information”). During the Term and thereafter the Recipient will not without the Discloser’s written consent disclose Discloser’s Confidential Information to any third party (other than our subcontractors or your Authorized Users, respectively) nor use the Discloser’s Confidential Information for any purpose except for carrying out its obligations or exercising its rights under this Agreement. All Scan Recipes and all non-public information related to the Glimpse IP (as defined below) and the features, functionality and performance thereof are all Glimpse’s Confidential Information; Your Data (including, for the avoidance of doubt, any of Your Data that consists of Personal Information (as defined below) of your employees or other personnel) is your Confidential Information; and the terms of this Agreement and each Order are the Confidential Information of both of us.

   2. Exceptions. These restrictions will not restrict the use or disclosure of information disclosed by one party to the other that (i) is or becomes publicly known other than as a result of any act or omission by the Recipient or its employees or agents, (ii) is lawfully received by the Recipient from a third party not in a confidential relationship with the Discloser, or (iii) was already rightfully known by the Recipient prior to receipt thereof from the Discloser. Additionally, Recipient may disclose Discloser’s Confidential Information to the extent it is legally compelled to do so pursuant to applicable law or the valid order of a court or governmental agency, provided that Recipient must first give the Discloser reasonable prior written notice to permit the Discloser to challenge or limit such required disclosure.

5. Data Security and Privacy.

   1. Reporting on Glimpse’s Internal Controls and Control Environment. On an annual basis, Glimpse will engage, at its sole cost and expense, a reputable, appropriately-qualified external auditor to examine and report on Glimpse’s internal control environment and the operating effectiveness of the controls that are relevant to the Services provided to Customer. Not less than annually during the Term, Glimpse shall provide the following Attestation Reports to Customer: SOC 2 Type 2 Report, Reporting on Controls at a Service Organization Relevant to Security, Availability, Processing Integrity, Confidentiality, or Privacy, as prescribed in the AICPA SSAE No. 10, Attest Engagements (AT Section 101), or other related SSAE guidance, relative to Glimpse’s system controls relevant to the security, availability, processing integrity, confidentiality and/or privacy of Customer information or third party information processed for or on behalf of Customer. Any such Attestation Report shall be the Confidential Information of Glimpse. This Attestation Report will be used by Customer and / or its auditors in evaluating the operating effectiveness of Glimpse’s controls that affect the security, availability, and processing integrity of the Glimpse’s systems used to process Customer’s data and the confidentiality and privacy of the information processed by Glimpse’s systems. Glimpse’s failure to comply with the Attestation Reports requirements of this Section shall be deemed to be a material breach of this Agreement.

   2. Data Privacy Clauses: Service Provider / Processor. Appendix 1 – Data Privacy Clauses for Service Provider / Processor is incorporated here by reference, and forms a part of this Agreement. We will comply with the same with respect to any Personal Information that we process on your behalf under and in connection with this Agreement. Based on the data that you will process using the Glimpse Portal or otherwise provide to us in connection with the Services or otherwise, if and to the extent Data Privacy Laws require additional clauses to be executed by us beyond those set forth in this Agreement and Appendix 1, then you must notify us in writing of such requirement and we will in good faith review, negotiate and consider adding such clauses as an addendum to this Agreement. In the absence of such notice you represent and warrant that no additional clauses are required.

   3. Data Security. Glimpse shall comply with all the Data Security Requirements specified in Appendix 4.

6. Fees and Payment.

   1. Fees. In exchange for the Services and the access to our Glimpse Portal, you will pay to us the fees and charges listed in each Order (the “Fees”), in accordance with the payment schedule described in the Order and this Section 6. All purchases are final, all payment obligations are non-cancelable and (except as otherwise expressly provided in this Agreement or in your Order) all Fees once paid are non-refundable.

   2. Payment Terms. You will make all payments in US dollars, in accordance with the payment schedule set forth on your Order or the applicable invoice. Unless otherwise specified in your Order or the applicable invoice, any invoiced amounts are due 30 days from the invoice date. You are responsible for providing complete and accurate billing information and notifying us of any changes to that information.

   3. Payment Disputes. Customer may withhold from payment any Fees that Customer disputes in good faith, pending resolution of the dispute, provided that Customer: (i) timely makes all payments on amounts that are not in dispute; (ii) notifies Glimpse of the dispute prior to the due date for payment, specifying in such notice the amount in dispute and the reason for the dispute; (iii) works with Glimpse expeditiously and in good faith to promptly resolve the dispute; and (iv) promptly pays any amount determined to be payable by resolution of the dispute. Subject to Glimpse’s rights set forth in Section 2.e above, Glimpse shall not withhold any Services, Hardware or Glimpse IP because of: (x) Customer’s good faith withholding of any payment or amount in accordance with this Section; or (y) any dispute whatsoever between the parties, including any payment or other dispute arising under or concerning this Agreement or any other agreement between the parties.

   4. Taxes. Our Fees do not include taxes and similar assessments. We will pass along to you the cost of any sales and excise (and other similar) taxes, duties and charges of any kind imposed by a governmental authority on amounts payable to us under this Agreement, other than taxes imposed on our income. If any such amounts are owed to a governmental authority, we will calculate the amount of the obligation and include this on your bill or invoice, and we will remit those amounts to the applicable authority. If you are exempt from such taxes, you must provide us with a true, up-to-date and complete copy of your direct pay permit or exemption certificate.

   5. No Implied Acceptance. The making of any payment by Customer, or the receipt of payments by Glimpse, will in no way affect the responsibility of Glimpse to perform the Services or provide any Hardware or Glimpse IP in accordance with this Agreement, and will not imply Customer’s acceptance of any Services, Hardware or Glimpse IP or the waiver of any warranties or requirements of this Agreement, including any right to service credits as may be provided in Appendix 3.

   6. Audits. During the Term, Glimpse shall: (i) maintain complete and accurate books and records regarding its business operations relevant to the calculation of Fees; and (ii) upon Customer’s request, make such books and records, and appropriate personnel, available during normal business hours for inspection and audit by Customer or its representatives, provided that Customer shall: (A) provide Glimpse with reasonable prior notice of any audit; (B) undertake an audit no more than once per calendar year, except for good cause shown; and (C) conduct or cause to be conducted such audit in a manner designed to minimize disruption of Glimpse’s normal business operations. Customer may take copies and abstracts of materials audited, provided that such material (and any other information, data or materials disclosed in connection with such audit) is deemed Confidential Information of Glimpse. Customer will pay the cost of the audits unless an audit reveals an overbilling or over-reporting of five percent (5%) or more, in which case Glimpse shall reimburse Customer for its reasonable, out-of-pocket costs of the audit. Glimpse shall immediately upon written notice from Customer pay Customer the amount of any overpayment revealed by the audit.

   7. Professional Services Expenses. For fixed fee Services engagements, unless otherwise noted in the applicable Order (or separately agreed to by Customer in writing), all costs and expenses relating to the Services shall be included in the Services Fees and shall not be separately charged to or reimbursed by Customer. For time and material Services engagements or when Customer otherwise agrees to reimburse Provider for expenses, Customer shall only reimburse Glimpse for actual out-of-pocket expenses (including travel and living expenses) as reasonably incurred in connection with its performance of the Services and which receive the Customer’s express prior written consent. Expenses submitted by Glimpse for reimbursement shall be billed separately and submitted each month.

7. Ownership and IP.

1. Glimpse IP. As between you and us, we are and will remain the sole and exclusive owner of all right, title and interest in and to (i) Glimpse’s trademarks, service marks, trade names, logos, trade dress and other branding elements, and all intellectual property rights in or related thereto, (ii) Glimpse’s Confidential Information and all intellectual property rights in or related thereto, (iii) all intellectual property rights used to create, embodied in, used in, or otherwise relating to the GlimpseBox and GlimpseBox Software; and (iv) the Glimpse Portal and all of its software, code, algorithms, data models, features, functionality, logic, structure and Documentation, including all new versions, Updates, configurations, revisions, derivative works, improvements, enhancements and modifications of any of the foregoing, the look and feel, ideas, algorithms, methods and concepts underlying or embedded in any of the foregoing and all intellectual property rights in or related to any of the foregoing (collectively, the “Glimpse IP”). For the avoidance of doubt, Your Data (including but not limited to any Scan Data) are not derivative works of the Glimpse Portal and are not Glimpse IP for any purposes under this Agreement. We are not granting you any right, license or authorization with respect to the Glimpse IP except as we’ve specifically provided in Section 2 above. For the avoidance of doubt, nothing in this Agreement grants to you any rights whatsoever in or relating to the source code of the Glimpse Portal or any GlimpseBox Software. We reserve all other rights in and to the Glimpse IP.

2. Your Data. As between you and us, you are and will remain the sole and exclusive owner of all right, title and interest in and to all of Your Data, including all intellectual property rights relating to Your Data, subject to the rights you grant to us in this Section 7.b. You grant to us a limited, non-exclusive right and license to use Your Data solely as necessary: (i) to perform the Services and provide the GlimpseBox, GlimpseBox Software and Glimpse Portal during the Term; (ii) to provide for the retention of your Scan Data for the periods described in Section 8.e; and (iii) in anonymized form only, both during and after the Term, for our internal business purposes such as improving the quality of our Glimpse IP or Services and calibrating and otherwise improving our algorithms and data models. For the purposes of this Section 7.b, “anonymized” means in a manner that does not, and cannot reasonably be used to, identify you, your Affiliate, any Authorized User or any particular person or entity as the source or subject.

3. Usage Data. We may collect diagnostic, metadata, telemetry, technical and other statistical information regarding your, your Affiliates’ and your Authorized Users’ use of and the performance of the Glimpse Portal and GlimpseBox Software (“Usage Data”), such as data on what features and functionalities are being used by its users and to what extent, and information about users’ computers, systems and software used to access the Glimpse Portal. We may use Usage Data for monitoring, enhancing and improving the Glimpse Portal and GlimpseBox Software. Usage Data does not and will not consist of or contain any Personal Information. Usage Data is not and will not be deemed to be Your Data under this Agreement.

4. Public Disclosure; Use of Marks. Neither party shall without the other party’s prior written consent: (i) disclose to any third party the contents and/or the facts of this Agreement, other than as required by Applicable Law or, to bona fide potential investors, acquirers or financing sources in connection with routine due diligence review by such parties; or (ii) engage in any advertising, promotion or publicity related to this Agreement; or (iii) make use of the other party’s trade name, trademark, service mark, insignia, symbol, logo, or other designation of the other party or its Affiliates.

5. By Us Generally. We represent and warrant that: (i) we have, and throughout the Term will have, the unconditional and irrevocable right, power, and authority, including all permits and licenses required, to provide the Services and grant and perform all rights and licenses granted or required to be granted by us under this Agreement; (ii) neither our grant of the rights or licenses under this Agreement nor our performance of any Services under this Agreement does or at any time will: (A) conflict with or violate any Applicable Law, including any Applicable Law relating to data privacy, data security, or Personal Information; (B) require the consent, approval, or authorization of any governmental or regulatory authority or other third party; or (C) require the provision of any payment or other consideration by you or any Authorized User to any third Party, and we will promptly notify you in writing if we become aware of any change in any Applicable Law that would preclude our performance of ours obligations under this Agreement; and (iii) the Glimpse IP, Documentation, and all other Services and materials provided by us under this Agreement will not infringe, misappropriate, or otherwise violate any intellectual property right or other right of any third party.

6. Disclaimer of Warranties. EXCEPT FOR THE EXPRESS LIMITED WARRANTIES IN SECTIONS 9.a, 9.b, 9.c, 9.d AND 9.e AND ANY APPLICABLE AVAILABILITY REQUIREMENTS SET FORTH IN APPENDIX 2, ALL SERVICES, THE GLIMPSE PORTAL, GLIMPSEBOX UNITS, GLIMPSEBOX SOFTWARE AND ANY OTHER HARDWARE OR GLIMPSE IP, AND CUSTOMER DATA ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. For the avoidance of doubt, you understand, acknowledge and agree that with respect to any measurements, metrology summaries or metrics that are the outputs of any scans that we conduct under this Agreement or your (or any Affiliate’s or Authorized User’s) use of any measurement tools or other features or functionality made available via the Glimpse Portal: (i) such measurements, metrology summaries or metrics are approximations only and we do not and will not in any way warrant or guarantee their accuracy, (ii) any reliance you, your Affiliate, your Authorized User or any other person or entity places on such measurements, metrology summaries or metrics is entirely at your, your Affiliate’s, your Authorized User’s or such other person’s or entity’s own risk, and (iii) we will not be responsible or liable to you, your Affiliate, your Authorized User or any other person or entity in any way for any inaccuracy in, or any reliance placed on or use made of, such measurements, metrology summaries or metrics.

10. Indemnification.

    1. By Us. We will defend you, your officers, directors and employees, from and against any Claims brought by a third party, and will indemnify and hold you harmless from any Losses associated with such third party Claims, in each case to the extent the same are based on (x) allegations that any Scan Recipes, GlimpseBox units, GlimpseBox Software or the Glimpse Portal provided to you, or your use thereof, in each case excluding Your Data or Confidential Information, infringe any U.S. patent, copyright or trademark of such third party, or misappropriate the trade secret of such third party (each, an “Infringement Claim”), or (y) personal injury, bodily injury or death of any person, including any of your personnel, or damage to or destruction of tangible personal property to the extent caused by the negligent or more culpable acts or omissions of Glimpse, its agents or employees (excepting only such injury, death, damage or destruction to the extent it is caused by the negligent or more culpable acts or omissions of Customer, its agents or employees). Notwithstanding the foregoing, we will have no liability or obligation with respect to any Infringement Claim to the extent based upon or arising out of: (i) access to or use of the Scan Recipes, GlimpseBox units, GlimpseBox Software or the Glimpse Portal in combination with any hardware, system, software, network or other materials or service not provided by us (or authorized in the Documentation, the Order or otherwise in writing by us); (ii) modifications or configurations made to the Scan Recipes, GlimpseBox units, GlimpseBox Software or the Glimpse Portal by anyone other than us or a party acting under our direction without our prior written consent; or (iii) any action taken by you, your Affiliate or any Authorized User relating to use of the Scan Recipes, GlimpseBox units, GlimpseBox Software or the Glimpse Portal that violates this Agreement.

    2. Mitigation for Infringement Claims. If any Scan Recipes, GlimpseBox units, GlimpseBox Software or the Glimpse Portal are, or in our opinion are likely to be, the subject of an Infringement Claim, or if your, your Affiliate’s or any Authorized User’s use of any of the foregoing is enjoined or threatened to be enjoined, we will, at our option and our sole cost and expense: (i) obtain the right for you to continue to use the allegedly infringing Scan Recipes, GlimpseBox units, GlimpseBox Software or Glimpse Portal as contemplated by this Agreement, (ii) modify or replace the allegedly infringing any Scan Recipes, GlimpseBox units, GlimpseBox Software or the Glimpse Portal to make the same (as so modified or replaced) non-infringing, without causing a material loss of features or functionality, or (iii) if the remedies in clauses (i) and (ii) are not feasible within commercially reasonable standards, then we may terminate each affected Order upon written notice and without any liability to you and we will promptly provide a Refund of Fees and refund the purchase price paid by you for any GlimpseBox units.

    3. Indemnification Procedures. If a party reasonably believes it is entitled to indemnification under this Agreement, such party (the “Indemnified Party”) promptly must give the other party (the “Indemnifying Party”) written notice of the claim of indemnification, provided that an Indemnified Party’s failure to notify the Indemnifying Party will not diminish the Indemnifying Party’s indemnification obligations except to the extent the Indemnifying Party is materially prejudiced as a result of such failure. Any such notice must set forth in reasonable details the facts, circumstances and basis of the applicable Claim. Upon receipt of notice of the assertion of a Claim, the Indemnifying Party will have the right to control the defense or settlement of the matter at its own expense and with counsel of its choice, provided that the Indemnifying Party must not enter into any settlement of the relevant Claim without written consent of the Indemnified Party (not to be unreasonably withheld). The Indemnified Party must cooperate reasonably with the Indemnifying Party, at the Indemnifying Party’s expense, to facilitate the defense, compromise or settlement of any Claims. The Indemnified Party may employ separate counsel and participate in any indemnified Claim, but the fees and expenses of such counsel will be at the expense of the Indemnified Party.

11. Limitation of Liability. EXCEPT AS SET FORTH BELOW, NEITHER PARTY WILL BE LIABLE TO THE OTHER, ITS AFFILIATES, ITS AUTHORIZED USERS OR TO ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND OR NATURE (INCLUDING, FOR THE AVOIDANCE OF DOUBT, DIRECT DAMAGES) IN EXCESS OF THE AMOUNT OF FEES ACTUALLY PAID BY YOU TO US UNDER THIS AGREEMENT DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING A PARTY’S FIRST CLAIM AGAINST THE OTHER HEREUNDER (THE “DAMAGES CAP”). ADDITIONALLY, UNDER NO CIRCUMSTANCES WILL EITHER PARTY HAVE ANY LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR LOSS OF PROFITS OR FOR CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OCCURRING, AND WHETHER SUCH LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY OR OTHERWISE. THE FOREGOING LIMITATIONS OF LIABILITY WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. However, the foregoing limitations of liability will not apply to a party’s indemnification obligations in Section 9.a or Section 10, respectively, to a party’s breach of its obligations under Section 1(f) (Compliance with Laws), Section 4 (Confidentiality) or Section 5 (Data Security and Privacy, including, for the avoidance of doubt, the associated Appendix 1 and Appendix 4), or to a party’s fraud, gross negligence or willful misconduct; provided that, notwithstanding anything to the contrary in this sentence, in no event shall Glimpse’s liability for damages of any kind or nature (including, for the avoidance of doubt, direct damages) resulting from its breach of Section 5 (Data Security and Privacy, including, for the avoidance of doubt, the associated Appendix 1 and Appendix 4) exceed the greater of $1,000,000 or three times (3x) the Damages Cap (as defined above), other than to the extent any such breach is caused by Glimpse’s fraud, gross negligence or willful misconduct which, for the avoidance of doubt, shall not be subject to any limit or cap on liability.

12. Insurance. Glimpse agrees to maintain in full and effect at all times during the Term, policies of insurance written as primary coverage and not contributing with or in excess of any coverage which Customer may carry. These policies will be issued by an insurance carrier with a Best’s rating of at least A, X which affords the following:

a. Commercial General Liability Insurance, including coverage for Bodily Injury, Property Damage, Personal Injury, Advertising injury, Contractual Liability, Products and Completed Operations and shall cover all liability from premises, operations, independent contractors, in an amount not less than $1,000,000 per occurrence. Products and Completed operations coverage will be continued for two (2) years following date of Acceptance by Customer. Claims made policy is not permitted.

4. Workers’ Compensation Insurance in Statutory amounts and Employer’s Liability Insurance in an amount not less than $500,000 per occurrence.

5. Technology Errors and Omissions Insurance in an amount not less than $1,000,000 per occurrence providing coverage for errors, omissions, and including personal injury and advertising injury.

6. Network Security and Privacy Liability (“Cyber”) Insurance in an amount not less than $1,000,000 per claim and annual aggregate, covering network and privacy risks including coverage for unauthorized access, failure of security, breach of privacy perils, wrongful access and/or disclosure of confidential and/or personally identifiable information, including personal health information, as well as notification costs and regulatory defense associated with a security failure or breach of privacy.

Glimpse agrees to deliver to Customer, promptly following Customer’s request, Certificates of Insurance evidencing the above coverages with limits not less than those specified above. The limits of insurance required shall not limit Glimpse’s liability under the Indemnity provision. Failure by Customer to receive or request such Certificates does not represent a waiver of the requirements for insurance coverage noted above.

13. Miscellaneous.

    1. Entire Agreement; Alternate Incorporated Terms Are Rejected. Each Order is incorporated by reference into this Agreement, and each Order forms a part of this Agreement. Likewise, this Agreement is incorporated by reference into each Order and this Agreement forms a part of each Order. This Agreement and each Order together constitute the entire agreement between the parties on the subject matter hereof, and supersede all prior negotiations, understandings or agreements (oral or written) and all past dealing or industry custom. You and we each expressly agree that Glimpse is not and will not be bound by (and Glimpse hereby expressly rejects throughout the Term) any of the terms and conditions which may be set forth (front, reverse, attached or incorporated by reference) in any other purchase order, receipt, acceptance, confirmation or other similar correspondence issued or provided by you (“Alternate Incorporated Terms”); no Alternate Incorporated Terms will amend this Agreement or any Order or otherwise constitute an agreement between the parties; any such other purchase order, receipt, acceptance, confirmation or other similar correspondence that may be issued or provided by you are accepted and/or referenced by Glimpse solely for accounting convenience and informational billing purposes (i.e., reference to purchase order number, address for submission of invoices, or other invoicing items of a similar informational nature) only and for no other purpose.

    2. Amendment, Severability and Waiver. No change, consent or waiver under this Agreement will be effective unless in writing and signed by the party against which enforcement is sought. Any delay or failure of either party to enforce its rights, powers or privileges under this Agreement, at any time or for any period, will not be construed as a waiver of such rights, powers and privileges, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy. If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

    3. Governing Law; Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware in each case located in Wilmington, Delaware, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. This contract will not be governed by the United Nations Convention on the International Sale of Goods.

    4. Notices. All notices under this Agreement must be in writing and may be delivered by electronic mail, certified or registered mail, overnight courier, or personal delivery, in each case to the address or e-mail address specified in your Order.

    5. Assignment. Neither party may assign or otherwise transfer this Agreement without the prior written consent of the other party; provided that either party may assign this Agreement in its entirety without the other party’s consent to its affiliates or to an entity that acquires all or substantially all of the business or assets of such party to which this Agreement pertains, whether by merger, reorganization, acquisition, sale or otherwise. This Agreement will be binding upon, and inure to the benefit of, the successors and permitted assigns of the parties.

    6. No Third Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or will confer on any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

    7. Relationship of the Parties. The relationship between the parties is that of independent contracting parties. Nothing contained in this Agreement will be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party will have authority to contract for or bind the other party in any manner whatsoever.

    8. Force Majeure. Neither party will be liable for any delays or non-performance of its obligations arising out of actions or decrees of governmental authorities (including enactment or adoption of law or regulation) following the first date you accept this Agreement, criminal acts of third parties, telecommunication failures not caused by a party, problems with equipment or software provided by other parties, earthquakes, flood, and other natural disasters, war, terrorism, acts of God, or fire, or other similar causes not within such party’s reasonable control (each, a “Force Majeure Event”). In the event of any failure or delay caused by a Force Majeure Event, the affected party must give prompt written notice to the other party stating the period of time the occurrence is expected to continue and use commercially reasonable efforts to end the failure or delay and minimize the effects of such Force Majeure Event. Either party may terminate this Agreement if a Force Majeure Event affecting the other party continues substantially uninterrupted for a period of 30 days or more.

    9. Equitable Remedies. Each party acknowledges and agrees that a breach or threatened breach by such party of any of its obligations under Section 2.b (Limitations and Restrictions) or Section 4 (Confidentiality) of this Agreement would cause the other party irreparable harm for which monetary damages would not be an adequate remedy and that, in the event of such breach or threatened breach, the other party will be entitled to seek equitable relief, including in a restraining order, an injunction, specific performance and any other relief that may be available from any court of competent jurisdiction, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.

    10. Conflict in Terms. If there is a conflict between this Agreement and your Order, the terms of the Order will govern the provision of the Scan Recipes, GlimpseBox units, Glimpse Software, Glimpse Portal and/or the Services involved; provided, however, that nothing in your Order may modify or supersede anything in Sections 2.b (Limitations and Restrictions), 2.c (Responsibility for Affiliates and Authorized Users), 3.b (GlimpseBox: Prohibition on Reverse Engineering), 4 (Confidentiality), 5 (Data Security and Privacy, including, for the avoidance of doubt, the associated Appendix 1), 7 (Ownership and IP), 9 (Representations and Warranties), 10 (Indemnification) or 11 (Limitation of Liability) of this Agreement unless an express cross-reference is made to the relevant provision of this Agreement in the Order and the parties have expressly agreed in the Order to modify or alter the relevant provision of this Agreement.

    11. Non-Exclusive Services. This Agreement does not grant to Glimpse an exclusive right or privilege to sell to Customer any or all products or services of the type described in this Agreement. Glimpse acknowledges that Customer may contract with other suppliers for the procurement of comparable services or products. Glimpse agrees that purchases by Customer under this Agreement shall neither restrict the right of Customer to cease purchasing nor require Customer to continue any level of such purchases.

14. Other Definitions.

“Affiliate” means another entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with you. The term “control” (including the terms “controlled by” and “under common control with”) means the power to direct or cause the direction of the management and policies of an entity through the ownership of more than fifty percent (50%) of the voting securities of the entity.

“Authorized User” means your (or your Affiliates’) employees, independent contractors, consultants, agents, subcontractors, vendors or other service providers to you who access and use the Glimpse Portal by and through your customer account using the specified user accounts we have provided to you for this purpose, in each case so long as such access and use is in furtherance of (or in order to support) the Permitted Use of the Glimpse Portal in accordance with this Agreement.

“Claim” means any claim, suit, action or proceeding or investigation by a governmental agency.

“Documentation” means the then-current online, electronic and written user documentation and guides we make available to you, your Affiliates and your Authorized Users which describe the components, features, functionality or requirements of the Glimpse Portal, as we may update from time to time in our discretion.

“GlimpseBox” means a dedicated compute unit, loaded with Glimpse-proprietary software and image processing algorithms, which may be installed and integrated with a Customer-owned CT scanner and volume reconstruction computer to enable efficient and high-quality post-scan image processing and used to process and upload resulting Scan Data to the Glimpse Portal.

“Harmful Code” means any software, hardware or other technology, device or means, including any virus, worm, malware or other malicious computer code, the purpose or effect of which is to permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (a) computer, software, firmware, hardware, system or network or (b) any application or function of any of the foregoing or the security, integrity, confidentiality or use of any data processed thereby.

“Loss” means any and all losses, damages, liabilities, deficiencies, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys’ fees and the costs of enforcing any right to indemnification and the cost of pursuing any insurance providers.

“Order” means the purchase order, service order, order form, statement of work, quote, proposal or other written document executed by you and us, in each case that incorporates by reference this Agreement. An Order may specify applicable Services to be performed and timelines and milestones relating thereto, pricing and fees, a limit to the number of Authorized Users who may use the Glimpse Portal, how long you are authorized to use the Glimpse Portal, and other terms.

“Permitted Use” means to view, monitor, download, analyze and manage scan images and scan data within the Glimpse Portal, in each case for your own (or your Affiliate’s or Authorized User’s) benefit and for your own (or your Affiliate’s or Authorized User’s) internal business purposes in the ordinary course of such business, and any other “Permitted Use” that may be specifically documented and mutually agreed to by the parties in an Order.

“Scan Recipe” means a set of parameters such as current, voltage, gain, Source-Object distance, Source-Detector distance, number of projections, filters, corrections, and others, each in relation to scanning specific types of parts with a particular CT scanner, that are provided to Customer as detailed in one or more Orders.

“Specifications” means the written specifications, acceptance criteria or performance criteria for the Hardware, GlimpseBox, GlimpseBox Software, Glimpse Portal or other products or services provided by Glimpse to Customer under this Agreement, in each case that are expressly agreed to by the parties and set forth in the applicable Order.