9. Representations and Warranties
a. By You Regarding Your Data
You represent and warrant that: (i) the collection and use of all of Your Data and your Confidential Information and integration with your CT scanner or other devices or equipment as contemplated by this Agreement is consistent with your license agreements and other agreements with third parties; and (ii) you either own, or have all rights, permissions and consents that are necessary to permit us and our subcontractors to store, upload to the Glimpse Portal, use and otherwise process as contemplated in this Agreement, all of Your Data and your Confidential Information without infringement or violation of third party rights. You will defend us from and against any Claims brought by a third party, and you will indemnify and hold us harmless from any Losses associated with such third party Claims, in each case to the extent the same are based on an alleged or actual breach or violation of this Section 9.a.
b. By Us Regarding Our Services
We warrant we will perform the Services in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services, using Glimpse personnel with the requisite skill, experience, and qualifications. If we breach the warranty in this Section 9.b and if you provide written notice to us, we will remedy such breach by re-performing the non-conforming Services at no additional cost to you. Your termination rights set forth in Section 8.c and/or the prompt re-performance of Services will be your sole and exclusive remedies for any breach of the warranty in this Section 9.b.
c. By Us Regarding Our Glimpse Portal
We warrant the Glimpse Portal will at all times during the authorized access period set forth in the applicable Order conform in all material respects with its Documentation and Specifications. However, the warranty in this Section does not apply to any non-conformance to the extent resulting from: (x) use of the Glimpse Portal in a manner materially inconsistent with this Agreement or its Documentation, (y) the availability of, operation of or access to your, your Authorized User's or a third party's software, systems or networks, or (z) Your Data. If we breach the warranty set forth in this Section 9.c, we will, at our sole option and expense, either (i) modify, fix or correct the Glimpse Portal to remedy such non-conformity; (ii) replace the non-conforming portion of the Glimpse Portal with functionally equivalent software; or (iii) if the remedies in clauses (i) and (ii) are not feasible by commercially reasonable standards, terminate each affected Order and promptly refund to you on a pro rata basis the unused portion of any prepaid Glimpse Portal access fees (a "Refund of Fees"). If we do not cure a warranty breach as permitted by the immediately preceding sentence within 30 days after receiving written notice of such breach, you may terminate the affected Order upon written notice and we will promptly provide a Refund of Fees. Your termination rights set forth in Section 8.c, the remedies set forth in this Section 9.c and (where applicable) the service credits set forth in Appendix 2 will be your sole and exclusive remedies for any breach of the warranty in this Section 9.c.
d. By Us Regarding the Hardware
We warrant for a period of one year from the date of delivery to your premises (the "Warranty Period"), each unit of Hardware (and, in the case of each GlimpseBox unit, the associated GlimpseBox Software) will materially conform to the Specifications and will be free from significant defects in material and workmanship. This warranty does not apply to any Hardware that (x) has been subjected to abuse, misuse, neglect, negligence, accident, improper storage, improper handling, abnormal physical stress, abnormal environmental conditions or use contrary to any instructions issued by us, in each case by anyone other than us or a party acting under our direction; (y) has been reconstructed, repaired, or altered by any person or entity other than us or a party acting under our direction; or (z) has been used with any third-party devices, equipment, software or materials that have not been previously approved by us in writing. If we breach the warranty in this Section 9.d, we will, at our sole option and expense, either (i) modify, repair, fix or correct the non-conforming Hardware (or, to the extent applicable, the non-conforming GlimpseBox Software) to remedy such non-conformity; (ii) replace the non-conforming portion of the Hardware or GlimpseBox Software, as applicable, with functionally equivalent Hardware or GlimpseBox Software; or (iii) if the remedies in clauses (i) and (ii) are not feasible by commercially reasonable standards, refund the purchase price paid by you for the non-conforming portion of the Hardware or GlimpseBox Software, as applicable, upon your return shipment of the same to us (at our sole cost and expense). In no event may you reconstruct, repair, alter or replace any Hardware, in whole or in part, either yourself or by or through any third party, without our prior written consent. Your termination rights set forth in Section 8.c and/or the remedies set forth in this Section 9.d will be your sole and exclusive remedies for any breach of the warranty in this Section 9.d.
e. Disclaimer of Warranties
Except for the express limited warranties in this Section 9 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 are provided on an "as is" and "as available" basis and Glimpse 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 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 Authorized User or any other person or entity places on such measurements, metrology summaries or metrics is entirely at your, 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 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
a. By Us
We will defend you 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 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"). 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 or any Authorized User relating to use of the Scan Recipes, GlimpseBox units, GlimpseBox Software or the Glimpse Portal that violates this Agreement.
b. 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 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) terminate each affected Order upon written notice and without any liability to you and promptly provide a Refund of Fees and refund the purchase price paid by you for any GlimpseBox units.
11. Limitation of Liability
In no event will we be liable to you, your 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 to us under this agreement during the 12-month period immediately preceding your first claim against us hereunder. Additionally, under no circumstances will we be liable for loss of profits, loss of revenue, loss of savings, loss of business opportunities, or for consequential, special, indirect, exemplary, incidental or punitive damages, however arising. The foregoing limitations of liability shall apply: (A) to all claims in the aggregate arising under or relating to this agreement; (B) regardless of the legal or equitable theory under which the claim arises, including breach of contract, tort (including negligence), indemnity, strict liability, or otherwise; and (C) regardless of whether such damages are foreseeable or if we have been advised of the possibility or likelihood of such damages.
12. Miscellaneous
a. 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. 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 in any other purchase order, receipt, acceptance, confirmation or other similar correspondence issued or provided by you.
b. 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.
c. 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.
d. 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.
e. 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.
f. 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.
g. 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.
h. 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.
i. 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.
j. 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), 3.b (GlimpseBox: Prohibition on Reverse Engineering), 4 (Confidentiality), 7 (Ownership and IP), 9 (Representations and Warranties), 10 (Indemnification) or 11 (Limitation of Liability) or 12.a (Alternate Incorporated Terms) 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.
13. Other Definitions
"Authorized User" means your employees, independent contractors, consultants, agents, subcontractors, vendors or other service providers 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 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 user documentation and guides we make available to you 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.
"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 Authorized User's) benefit and for your own 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 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.
"Your Data" means (i) the scan images and scan data that you produce using a CT scanner connected to a GlimpseBox and/or the Glimpse Portal and that are uploaded to the Glimpse Portal, as well as any derivatives of or results of processing those images and data (including, but not limited to, any discoveries, insights, learnings or analysis of or about part design, composition or manufacture derived from or resulting from processing those images and data) (the "Scan Data"), and (ii) any other information, data, records or other materials that you or your Authorized Users provide to us in connection with the Services or that you or your Authorized Users upload to the Glimpse Portal for the purposes of being processed using the Glimpse Portal.
Appendix 1 – Data Privacy Clauses for Service Provider / Processor
a. Compliance with Data Privacy Laws
We will store, use and otherwise process any of Your Data that constitutes "personal information," "personal data" or "personally identifiable information" as defined in applicable laws (collectively "Personal Information") in all material respects in accordance with all applicable laws relating to the privacy and protection of Personal Information ("Data Privacy Laws"), including, in each case to the extent applicable, the California Consumer Privacy Act of 2018 and its implementing regulations (as amended, restated or supplemented from time to time, including by the California Privacy Rights Act of 2020, "CCPA") and any other applicable U.S. federal or state privacy laws (the "Other State Laws").
b. Roles of the Parties; Purpose of Processing
You are a business and we are a service provider or contractor to you under the CCPA, and that you are a controller and we are a processor under any applicable Other State Laws (and similarly for the corresponding roles and concepts under any other Data Privacy Laws). The specific purpose for which we are processing Personal Information under this Agreement is for us to provide the Hardware, GlimpseBox Software, Glimpse Portal, Services and any other products and services (collectively, for the purposes of this Appendix, the "Products and Services") as set forth in this Agreement.
c. Our Obligations
During the Term and thereafter, we will: (i) not retain, use or disclose Personal Information for any purpose other than for the specific purpose of providing the Products and Services; (ii) not retain, use or disclose Personal Information outside of the direct business relationship between you and us; (iii) not sell or (where CCPA applies) share (for purposes of cross-context behavioral advertising) the Personal Information to or with any third parties; (iv) not combine the Personal Information that we receive from you, or on your behalf, with Personal Information that we receive from, or on behalf of, another person or persons, or collect from our own interaction with the data subject, provided that we may combine such Personal Information (A) for the specific purpose of providing the Products and Services contemplated by the Agreement or (B) to perform any other permitted business purpose under Data Privacy Laws, as applicable; (v) not process Personal Information for the purposes of targeted advertising; (vi) subject to clause "h" below, limit our use of Personal Information that consists of sensitive personal information to that use which is necessary to provide the Products and Services contemplated by the Agreement and to ensure the security and integrity of our Products and Services and the infrastructure, systems and networks associated with the Products and Services; (vii) promptly comply with your reasonable written instructions associated with responding to any data subject's request to exercise the data subject's rights with respect to the data subject's Personal Information under Data Privacy Laws, as applicable; (viii) ensure that each person processing Personal Information on our behalf is subject to a duty of confidentiality (whether by binding written agreement or other applicable professional or statutory duty); (ix) reasonably assist you in meeting your obligations under Data Privacy Laws, as applicable, in relation to the security of processing Personal Information and in relation to providing for legally-required notifications of breaches involving Personal Information; (x) at your direction, delete or return to you all Personal Information as requested at the end of this Agreement, subject to the terms and conditions of the Agreement; and (xi) notify you after we make a determination that we can no longer meet our obligations under this Appendix 1. You have the right, upon notice to us, to take reasonable and appropriate steps to stop and remediate our unlawful or unauthorized use of Personal Information. We certify that we understand and will comply with this Appendix 1.
d. Subprocessors
If we authorize any subcontractor to process, retain or use any Personal Information in connection with our provision of the Products and Services, then we will enter into a written agreement with such subcontractor that requires the subcontractor to be bound by terms that are substantially equivalent to the restrictions, duties and obligations under this Appendix 1. Without limiting the foregoing, we will remain primarily liable for any breach of or non-compliance with the Data Privacy Laws by any of our subcontractors.
e. Assessments
Upon your reasonable written request, and at your expense, we will make available to you all information in our possession necessary to demonstrate our compliance with the obligations in this Appendix 1 and (solely to the extent required by applicable law) to enable you to conduct and document data protection assessments. Additionally, at your expense, we will allow for, and cooperate with, reasonable assessments by you or your designated assessor; alternatively, we may (at no additional charge to you) arrange for a qualified and independent assessor to conduct an assessment of our policies and technical and organizational measures in support of the obligations under this Appendix 1 using an appropriate and accepted control standard or framework and assessment procedure for such assessments and provide a report of such assessment to you upon request. You acknowledge and agree that any information, reports or assessments made available to you under this paragraph will be our Confidential Information.
f. Use of Statutorily-Defined Terms
For the purposes of this Appendix 1, the terms "business," "controller," "combine," "commercial purpose," "contractor," "cross-context behavioral advertising," "personal information," "processing," "processor," "sell" (and its corresponding "sale"), "share," "sensitive personal information," "targeted advertising" and "service provider" have the meanings given to such terms in Data Privacy Laws, as applicable.
Appendix 2 – Glimpse Portal Availability / Uptime
Glimpse shall make the Glimpse Portal Available for access and use by Customer and each Authorized User 24 hours per day, seven days per week, each day of the year, with ninety-nine percent (99%) Availability (calculated on a minutes-per-month basis), excluding any un-Availability that is due, in whole or in part to, any of the Exceptions described below (the "Availability Requirement").
(a) For purposes of this Agreement, the Glimpse Portal is "Available" if it is available and accessible for use over the Internet by Customer by and through the applicable Authorized Users. Any un-Availability periods will be measured commencing from the time Glimpse has received from Customer or its Authorized User an inbound support ticket reporting the instance of un-Availability.
(b) For purposes of this Agreement, the following are "Exceptions" to the Availability Requirement: (i) Customer's or any Authorized User's access to or use of the Glimpse Portal not in accordance with this Agreement or the Documentation; (ii) Customer's or the Authorized User's Internet connectivity; (iii) any Force Majeure Event; (iv) any failure, interruption, outage or other problem with any software, equipment, device, hardware, system, network, or other technology or infrastructure that is not a part of the Glimpse Portal or that otherwise was not provided by Glimpse; (v) downtime for (A) scheduled maintenance of the Glimpse Portal (not to exceed ten (10) hours per month) that occurs between 7:00 a.m. and 10:00 a.m. Eastern time each day and for which Glimpse has provided Customer at least one (1) week prior written notice, or (B) critical unforeseen emergency maintenance needed for the security or performance of the Glimpse Portal as may be performed at any time; (vi) Glimpse's suspension or termination of Customer's or any Authorized User's right to access and use the Glimpse Portal in accordance with the Agreement; (vii) any of the warranty exclusions in Section 9.c of the Agreement; or (viii) time where the parties have agreed that unavailability is necessary (such as time for implementation of changes in the Glimpse Portal requested by Customer).
(c) If Glimpse fails to meet the Availability Requirement described above, Glimpse will provide service credits to Customer in accordance with the table below, to be applied against the next payment due from Customer.
| Service Credit Schedule |
| Monthly Availability Percentage |
Credit Percentage |
| Less than 99% but equal to or greater than 95% |
10% |
| Less than 95% but equal to or greater than 80% |
25% |
| Less than 80% |
100% |
Service credits are calculated as a percentage of the monthly recurring software subscription charges (e.g., 1/12th of the annual subscription fee) that Customer paid for the affected Glimpse Portal for the month in which the Availability Requirement was not met.
(d) To receive a service credit, Customer must submit a claim to support@glimp.se. To be eligible, the credit request must be received by Glimpse by the end of the third month after the month in which the incident occurred and must include: (i) the words "Service Credit Request" in the subject line; (ii) the dates and times of each un-Availability incident that Customer is claiming; and (iii) appropriate written evidence supporting the claim of an un-Availability incident that Customer is claiming—for example, server log files that document the loss of external connectivity errors (including the date and time those errors occurred) and corroborate Customer's claimed outage (any confidential or sensitive information in these logs should be removed or replaced with asterisks).
(e) The service credits described above, the customer's right of termination set forth in Section 8.c.iv of the Agreement (where applicable), the remedies described in Section 9.c of the Agreement (where applicable) and Glimpse's obligation to provide support services in accordance with Appendix 3 below will be your sole and exclusive remedies, and Glimpse's only and entire obligation and liability to you or any other person or entity, for any failure to meet the Availability Requirement or any un-availability or interruption of the Glimpse Portal under or in connection with this Agreement.
Appendix 3 – Support Services
During the applicable subscription term or support and maintenance term, Glimpse will provide customer and technical support services to Customer and each Authorized User in relation to (i) the Glimpse Portal, and (ii) any Hardware, GlimpseBox and/or GlimpseBox Software that are covered under a maintenance and support plan procured under a particular Order (clauses (i) and (ii) collectively, the "Covered Products and Services") via email, telephone or as otherwise agreed by Glimpse, in each case during Standard Support Hours ("Support Services").
Support Services shall include all of the following:
- access to all knowledge-based content, FAQs, training videos and community forums hosted and made available generally to customers by Glimpse from time to time through a website, a learning management system or similar;
- technical and operational assistance for the use of the Covered Products and Services, including responses to general, short-duration questions about the documented specifications, features, functionality and system requirements of the Covered Products and Services and usage thereof, management of user accounts for Authorized Users, assistance with interpretation and use of the Documentation, and assistance with interpretation of error or warning messages appearing in dashboards or alerts;
- response to and commercially reasonable efforts to resolve any Availability failure or other failure of the Covered Products and Services to perform in accordance with the warranties set forth in Sections 9.c and 9.d (as applicable) of the Agreement (each, an "Error"), in each case as soon as reasonably practicable; and
- periodically providing to Customer, its Affiliates and each Authorized User all upgrades, updates, new releases, bug fixes, patches, error corrections, modifications, enhancements, improvements and/or new features to or of the Covered Products and Services that Glimpse makes generally available to all of its customers free of additional charge.
The Support Services do not include (1) support or maintenance for any hardware, software or IT systems, networks or infrastructure that are not part of the Covered Products and Services (including support for any part of Customer's CT scanner or any of Customer's other equipment, products or technology infrastructure that are separate and apart from the Covered Products and Services), (2) on-site dispatch of our personnel (other than as expressly provided below in this Appendix 3 in the section titled "On-Premises Support for GlimpseBox"), (3) formal, comprehensive training of Authorized Users (or any other person or entity) on use of the Covered Products and Services, (4) on-site or remote support to configure or customize the Covered Products and Services for Customer, or (5) performance of any other professional, implementation, onboarding, configuration, customization, consulting or advisory services (provided that items (3) through (5) may be separately provided Services to the extent expressly agreed to in an Order).
Glimpse reserves the right to charge Customer at an hourly rate (on a time-and-materials basis) for support services provided (x) outside of Glimpse's normal support hours, or (y) in connection with a request Glimpse reasonably determines is outside the scope of the Support Services described above or other Services described in the applicable Order, provided that Glimpse will provide a quote and obtain Customer's approval before incurring any charges for any such out of scope support services.
Customer must provide all information and assistance that Glimpse reasonably requests in connection with providing its Support Services.
"Standard Support Hours" means 9:00 a.m. to 5:00 p.m., Eastern time, Monday through Friday, but excluding U.S. federal holidays.
