MASTER AGREEMENT FOR PRODUCTS AND SERVICES

This agreement (the "Agreement") is made by and between KE2 Therm Solutions, Inc. with offices at 12 Chamber Drive, Washington, MO 63090 ("KE2 Therm") and the person or entity accepting the Agreement as set forth below ("Customer") as of the date of acceptance (the "Effective Date").

BY CLICKING ANY "I ACCEPT," "I AGREE," OR SIMILAR BUTTON OR CHECK BOX DISPLAYED IN RELATION TO THIS AGREEMENT OR ACCESSING OR USING THE KE2 THERM PORTAL (AS DEFINED IN THIS AGREEMENT), YOU AGREE, ON YOUR OWN BEHALF AND ON BEHALF OF ANY ENTITY FOR WHICH YOU ARE AN AGENT OR YOU APPEAR TO REPRESENT, THAT YOU HAVE READ, UNDERSTAND, AND AGREE THAT YOU AND THAT ENTITY SHALL BE BOUND BY THIS AGREEMENT AND SHALL COLLECTIVELY BE THE "CUSTOMER". IF YOU OR THAT ENTITY DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, NEITHER MAY ACCESS OR USE THE KE2 THERM PORTAL OR PURCHASE ANY HARDWARE PURSUANT TO THIS AGREEMENT.

KE2 THERM RESERVES THE RIGHT, FROM TIME TO TIME, WITH OR WITHOUT NOTICE TO LICENSEE, TO MAKE CHANGES TO THIS AGREEMENT IN KE2 THERM'S SOLE DISCRETION AND CUSTOMER MAY TERMINATE THIS AGREEMENT IF CUSTOMER DOES NOT ACCEPT SUCH CHANGES. CONTINUED ACCESSING OR USE OF THE KE2 THERM PORTAL AND INTELLECTUAL PROPERTY CONSTITUTES CUSTOMER'S ACCEPTANCE OF SUCH CHANGES.

Definitions

1. “Affiliate” any corporation, limited liability company, partnership, or other entity that, either directly or indirectly, controls, is controlled by, or is under common control with such party, where control is defined as having more than a fifty percent (50%) controlling interest.

   
   

2. “Applicable Data Privacy Laws” all international and U.S. federal and state privacy and data protection laws and regulations and/or applicable industry regulations, as may be amended from time to time, as applicable to data collected, received, accessed, transmitted, disclosed or stored pursuant to the terms this Agreement.

   
   

3. “Authorized User Agreement” is the agreement between KE2 Therm and each Authorized User regarding the Authorized User’s rights to use the KE2 Therm Portal.

   
   

4. “Authorized User” means an individual who is authorized by Customer, subject to this Agreement, to access and use the KE2 Therm Portal on its behalf, and who has agreed to be bound by the Authorized User Agreement. Authorized Users are, at Customer’s discretion, Customer’s employees, independent contractors, consultants, and agents that are, in each case, working on behalf of Customer. For the avoidance of doubt, Authorized Users will not include competitors of KE2 Therm. Customer is responsible for ensuring that the Authorized Users abide by the terms of the Authorized User Agreement including, without limitation, the Permitted Use, and is responsible for any Authorized User’s failure to comply.

   
   

5. “Confidential Information” means (a) any and all information regarding KE2 Therm’s customers, employees, vendors, business operations, plans or strategies, product information, and marketing and distribution plans, methods, and techniques, human resource policies, procedures and information, business processes and solutions, products, marketing and business organization, software, Intellectual Property, confidential information, trade secrets, source codes, methodologies or pricing information; (b) KE2 Therm’s business related information, financial information, contact information, technical data, programs, customer lists, lists of employees and agents, sales and marketing plans, agreements, or related information; (c) information that is marked “confidential”, “proprietary” or in like words, or that is summarized in writing as confidential prior to or promptly after disclosure to the other party or information that should reasonably be understood as being confidential in the context of its disclosure; (d) any and all related research; (e) any and all designs, ideas, concepts, and technology embodied therein; (f) Documentation, and (g) KE2 Therm Technology.

   
   

6. "Customer Data" means any and all Personal Information relating to Customer personnel and processed by the KE2 Therm system.

   
   

7. “Documentation” means, with respect to the KE2 Therm Portal, all manuals, instructions, specifications, materials flow diagrams, file descriptions, and other information that KE2 Therm provides, or makes available, in any form or medium, to Customer or its Authorized Users regarding the use or operation of the KE2 Therm Portal.

8. “Effective Date” has the meaning set forth in the Online Order Form.

   
   

9. “Hardware” means hardware that is manufactured by KE2 Therm or one of its Affiliates and that is made a part of the KE2 Therm System or otherwise provided under this Agreement or purchased by Customer from KE2 Therm.

   
   

10. “Intellectual Property” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

    
    

11. “KE2 Therm Hardware” means the Hardware that is manufactured by KE2 Therm or one of its Affiliates and is part of the KE2 Therm System.

    
    

12. “KE2 Therm Portal” means the collection and processing of System Data from Hardware installed on applicable assets and equipment, and the KE2 Therm specific internet-accessible service that provides access to and use of such data through the Software and made available to Customer over a network.

    
    

13. “KE2 Therm System” means an integrated system provided by KE2 Therm which system includes KE2 Therm Portal for use with the Hardware.

    
    

14. “KE2 Therm Technology” means all devices, documents, data, know-how, methods, processes, software and other inventions, works, technologies and materials, including any and all Software, Documentation, computer hardware, programs, reports and specifications, without regard to the format in which it is provided, made available, provided or used by KE2 Therm in connection with providing the KE2 Therm Portal.

    
    

15. "Open Source Software" means software distributed pursuant to an open source or copyleft license in the nature of the licenses listed at https://opensource.org/licenses.

    
    

16. "Online Order Form" means the form located on the KE2 Term Website at https://ke2therm.com enabling you to select and order KE2 Therm Hardware and/or access to the KE2 Therm Portal.

    
    

17. “Permitted Use” means use by Customer and its Authorized User(s) solely for Customer’s internal business operations; any use outside of Customer’s internal business operations, including, without limitation, any sale or transfer of System Data or a subset thereof or providing information to any third party, is not a Permitted Use unless approved by KE2 Therm in advance in writing.

    
    

18. “Personal Information” means “personal data,” “personal information,” “personally identifiable information,” and “personal financial information,” each as defined by Applicable Data Privacy Laws relating to the collection, use, sharing, storage, transmission, and/or disclosure of information about an identifiable individual.

    
    

19. "Service Term” has the meaning set forth in the Online Order Form. If no Service Term is provided in the Online Order Form, the Service Term is one year from the date the KE2 Therm Portal is made available to Customer.

    
    

20. “Software” means the proprietary KE2 Therm software application or applications and any third-party or other software, and all new versions, updates, revisions, improvements and modifications of the foregoing, for which KE2 Therm provides remote access to Customer and its Authorized Users as part of the KE2 Therm Portal.

    
    

21. “System Data” means any and all data and information that is received, collected or generated by the use of, or stored by, the Hardware, and/or the Software.

    
    

22. "Support" has the meaning set forth in Section 3.d of the SaaS Terms.

    
    

23. "Update" has the meaning set forth in Section 1.d of the SaaS Terms.

    
    

24. "Upgrade" has the meaning set forth in Section 1.d. of the SaaS Terms.

    
    

25. “User Data” means any and all information reflecting the access or use of the KE2 Therm Portal by or on behalf of Customer or any Authorized User, including any user profile, visit, session, impression, click through or click stream data and any statistical or other analysis, information or data based on or derived from any of the foregoing.

Purchase and Sale of Hardware and KE2 Therm Portal; Support.

1. Customer may purchase Hardware and subscribe to the KE2 Therm Portal pursuant to an Online Order Form.

   
   

2. Any Hardware purchased will be subject to the Hardware Terms located at [INSERT HYPERLINK]. Any KE2 Therm Portal subscription will be subject to the SaaS Terms located at [INSERT HYPERLINK].

3. KE2 Therm may elect to charge an hourly fee to Customer at KE2 Therm's normal time and materials rates for any Support, Updates, Upgrades or other maintenance services provided with respect to the KE2 Therm Portal or the Hardware. Such services are provided on an as is, as available basis. Any services provided by KE2 Therm for Hardware that does not include the most recent Update or Upgrade is at Customer's sole risk. KE2 Therm will not be liable for any damages caused by out-of-warranty or end-of-life products even if KE2 Therm provides services for such products. Any such maintenance or support services are provided only as a convenience to Customer.

Payment.

1. Customer will pay KE2 Therm the applicable fees as set forth on the Online Order Form. Set Up and Data Transfer Fees must be paid in advance of services being installed. Monthly Service Fees are due thirty days after invoice. Payments for Hardware will be paid within the time specified on the Online Order Form and if not specified or agreed, then thirty (30) days after shipment. To the extent applicable and utilized, Customer will pay KE2 Therm for consulting, integration or other professional services. Customer will make all payments through the identified Payment Method and in accordance with the terms as set forth on the Online Order Form and this Agreement. If not otherwise specified, payments will be due within 30 days of invoice. Fees paid are non-refundable.

   
   

2. KE2 Therm may suspend Customer’s access to the KE2 Therm Portal and/or or cancel any pending Online Order Forms for Hardware if Customer is more than 5 business days late on a payment. Customer will pay interest on any amount that is not paid when due that will be calculated at an interest rate of 1.5% per month on any such outstanding balance, or the maximum permitted by law, whichever is less, from the date due, plus all expenses of collection.

   
   

3. KE2 Therm may change payment terms at any time in its sole discretion and reserves the right to cancel any sale if it deems Customer unable to pay for the ordered Hardware or KE2 Therm Portal. Customer acknowledges and agrees that payments owed to KE2 Therm for Hardware or KE2 Therm Portal supplied under this Agreement are not subject to any setoff or recoupment by Customer, and Customer will not exercise any right to setoff or recoupment in connection with any disputed, contingent, or unliquidated claim.

   
   

4. Customer will be liable to KE2 Therm for all costs, including attorneys’ fees, incurred by KE2 Therm in enforcing the Agreement and collecting any sums owed to KE2 Therm by Customer.

   
   

5. Unless otherwise specified in the Agreement or in KE2 Therm’s invoice, all prices are quoted and payable in

   U.S. dollars. The prices quoted are exclusive of all taxes, levies or duties imposed by taxing authorities including any taxes imposed on the sale of the Hardware or KE2 Therm Portal. Any occupation tax, use tax, sales tax, excise tax, GST, value added tax, duty, custom, inspection or testing fee, or any other tax, fee, interest or charge of any nature whatsoever imposed by any governmental authority (whether domestic or foreign, or federal, state or local) on or measured by the transactions between KE2 Therm and Customer (other than income taxes imposed on KE2 Therm) will be added to the price of Hardware, invoiced separately, and paid by Customer in addition to the prices quoted or invoiced. If KE2 Therm is required to pay any such tax, fee or charge, Customer will reimburse KE2 Therm therefor or, in lieu of such payment, Customer will provide KE2 Therm at the time the order is submitted, an exemption certificate or other document acceptable to the authority imposing the tax, fee or charge.

   
   

6. If any taxes must be deducted from any amounts payable or paid by Customer, Customer will pay such additional amounts as may be necessary to ensure that KE2 Therm receives the full amount which it would have received had no such deduction or withholding have been required. Excepting those taxes imposed upon KE2 Therm, all applicable taxes and/or assessments will be paid by Customer. If KE2 Therm pays any such taxes on behalf of Customer, Customer will reimburse KE2 Therm within the payment terms referenced in this Section 3.

Term and Termination.

1. These General Terms become effective upon acceptance of the first Online Order Form. Unless earlier terminated as provided below, this Agreement will automatically expire when no Online Order Form is effective.

   
   

2. Either party may terminate this Agreement upon 30 days' notice if the other party breaches any material term of this Agreement and fails to cure such breach within 30 business days after notice of such breach; provided, however, KE2 Therm may terminate this Agreement upon 5 days’ notice if Customer fails to timely pay KE2 Therm any sums when due and owing, other than to the extent of those disputed in good faith. Material breach by the Customer includes any breach of Customer’s payment obligations or unauthorized use by Customer of the KE2 Therm Technology or KE2 Therm Portal.

   
   

3. Upon termination of this Agreement for any reason, any amounts owed to KE2 Therm under this Agreement before such termination or expiration will be immediately due and payable, all rights granted will immediately cease to exist, and Customer must promptly discontinue all use of the KE2 Therm and KE2 Therm Portal and erase all copies of the KE2 Therm Technology. Customer will pay a termination fee equal to the amount of months remaining in the Service Term multiplied by the Monthly Service Fee.

4. If KE2 Therm continues to provide maintenance or support services to Customer after termination of this Agreement or any Online Order Form, the warranty disclaimers in Section 8 and the limitations of liability in Section 9 will continue to apply so long as KE2 Therm is providing such services.

Ownership.

1. As between the parties, KE2 Therm alone (and its licensors, where applicable) owns all right, title, and interest, in and to the KE2 Therm Portal, KE2 Therm Technology, any data other than Customer Data and the System Data, and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer or any other party relating to the KE2 Therm Portal or the Hardware, which are hereby assigned to KE2 Therm.

   
   

2. Customer represents and warrants that Customer has the right to use and/or provide all data generated by or in connection with KE2 Therm Hardware components in the possession of Customer used by the KE2 Therm Portal or the Hardware including any Customer Data and that the use of the Customer Data in connection with the KE2 Therm Portal and/or the Hardware does not violate any third-party rights.

   
   

3. Customer acknowledges that KE2 Therm owns and has developed the KE2 Therm Hardware, the Software, the KE2 Therm Portal, and the KE2 Therm Technology at a great expense and the same may contain trade secrets and protected Intellectual Property, and accordingly, Customer will not, and will not permit others to (i) modify; (ii) decompile, reverse-engineer, disassemble or otherwise attempt, directly or indirectly, to clone or replicate; or (iii) use or install, in connection with any other software or service not provided by KE2 Therm any of the Hardware, Service Software, or KE2 Therm Technology without KE2 Therm’s prior written consent in each instance. Customer assumes all risk and liability resulting from the use of KE2 Therm Portal and Hardware when used singly or in combination with other products.

   
   

4. Customer grants to KE2 Therm a perpetual, non-exclusive, royalty free license to use aggregated or de- identified System Data solely to improve the KE2 Therm Portal and the KE2 Therm Technology.

Confidentiality.

1. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose information relating to the Disclosing Party’s technology or business ("Confidential Information” of the Disclosing Party).

   
   

2. The Receiving Party agrees: (i) not to divulge to any third person any such Confidential Information, (ii) to give access to such Confidential Information solely to those employees with a need to have access thereto for purposes of this Agreement, and (iii) to take the same security precautions to protect against disclosure or unauthorized use of such Confidential Information that the party takes with its own proprietary information, but in no event will a party apply less than reasonable precautions to protect such Confidential Information. The Disclosing Party agrees that the foregoing will not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public without any action by, or involvement of, the Receiving Party, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. Nothing in this Agreement will prevent the Receiving Party from disclosing the Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order.

   
   

3. KE2 Therm acknowledges that, subject to the exceptions listed in this Section 6, Customer Data is Customer’s Confidential Information.

   
   

4. The parties will have the right to disclose the existence but not the terms and conditions (including without limitation pricing) of this Agreement, unless such disclosure is approved in writing by both parties prior to such disclosure, or is included in a filing required to be made by a party with a governmental authority (provided such party will use reasonable efforts to obtain confidential treatment or a protective order) or is made on a confidential basis as reasonably necessary to potential investors or acquirers.

Indemnification.

1. KE2 Therm will indemnify and hold Customer and its officers, directors, employees, attorneys, and agents (“Indemnitees”) harmless from and against any and all costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) each to the extent paid to an unaffiliated third party to the extent arising out of or in connection with such third-party’s claim alleging that the KE2 Therm Portal, excluding any Open Source Software, directly infringes a U.S. copyright. Notwithstanding the foregoing, KE2 Therm will have no obligation with respect to any infringement claim based upon any modification of the KE2 Therm Technology by Customer or any use of the KE2 Therm Technology (i) not in accordance with the applicable documentation; or (ii) in combination with other products, equipment, software, or data not supplied by KE2 Therm.

2. Customer will indemnify, defend and hold KE2 Therm, its licensors and each such party’s Indemnitees harmless from and against any and all costs, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees and costs) each to the extent paid to an unaffiliated third party arising from or in connection with such third-party’s claims, demands, or allegations: (i) that Customer violated this Agreement; (ii) arising from or relating to the use of the Hardware or the KE2 Therm Portal or the results thereof, except claims covered by KE2 Therm’s indemnity in Section 7.a above; (iii) arising from or related to the negligent or intentional misuse of Hardware or the use of a mounting bracket or any other equipment not provided or approved for use with the Hardware; (iv) arising from any User data, Personal Information or other data, content, or information transmitted by Customer, its Authorized Users, employees or independent contractors through the KE2 Therm Portal or the Hardware; or (v) the use or processing of Personal Information performed in accordance with the instructions of Customer.

   
   

3. As a condition to a party’s indemnification obligations hereunder, the other party will give the indemnifying party sole control of the defense and settlement of the claim, prompt notice of a claim, and, at the indemnifying party’s expense and request, all available information and reasonable assistance in relation to such defense and settlement efforts. Neither party may compromise or settle a third-party claim that adversely affects the other party without the other party’s prior written consent, which consent will not be unreasonably withheld.

Warranties and Warranty Disclaimer. EXCEPT FOR THE KE2 THERM LIMITED WARRANTY PROVIDED AT THIS HYPERLINK: KE2 THERM PROVIDES ALL HARDWARE, THE KE2 THERM PORTAL AND OTHER PRODUCTS AND SERVICES TO CUSTOMER WITHOUT WARRANTIES, EXPRESS OR IMPLIED. THE WARRANTIES SET FORTH IN THE KE2 THERM LIMITED WARRANTY ARE THE SOLE AND EXCLUSIVE WARRANTIES GIVEN BY KE2 THERM WITH RESPECT TO THE HARDWARE, KE2 THERM ONLINE PORTAL AND OTHER PRODUCTS AND SERVICES. KE2 THERM AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE KE2 THERM PORTAL WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA, (B) THE KE2 THERM PORTAL WILL MEET REQUIREMENTS OR EXPECTATIONS, (C) ANY RESULTS OR STORED CUSTOMER DATA WILL BE ACCURATE OR RELIABLE, (D) ERRORS OR DEFECTS WILL BE CORRECTED, (E) THE KE2 THERM PORTAL OR THE SERVER(S) THAT MAKE THE KE2 THERM PORTAL AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (F) THE HARDWARE OR THE KE2 THERM PORTAL OR RESULTS WILL MEET ANY REGULATORY APPROVALS OR REQUIREMENTS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY KE2 THERM AND ITS LICENSORS. THE FOREGOING WARRANTIES DO NOT APPLY TO AND KE2 THERM DISCLAIMS ALL LIABILITY WITH RESPECT TO ANY OPEN SOURCE SOFTWARE USED IN CONNECTION WITH THE KE2 THERM ONLINE PORTAL.

Limitation of Liability. In no event will KE2 Therm’s aggregate liability arising from or relating to this Agreement exceed the amounts actually paid by and payable by Customer in the twelve (12) month period immediately preceding the event giving rise to such liability. Except for a party’s obligations arising under Section 7 or a party’s willful breach of its obligations under Section 6, in no event will either party and/or its licensors be liable to anyone for any indirect, punitive, special, exemplary, incidental, consequential or other damages of any type or kind other than as a result of a party's gross negligence or willful misconduct (including direct or indirect damages for loss of data, revenue, profits, use or other economic advantage) arising out of, or in any way connected with this Agreement, including but not limited to the use or inability to use the KE2 Therm Portal, or for any content obtained from or through the KE2 Therm Portal, any interruption, inaccuracy, error or omission in the content, even if the party from which damages are being sought or such party’s licensors have been previously advised of the possibility of such damages.

Force Majeure. Neither party will be liable to the other party for any default (other than failure to pay money) hereunder, for so long as such default is caused by an event beyond such Parties control, including, without limitation, acts or failures to act of the other party; strikes, labor or civil disputes; pandemic (including the consequences of the COVID 19 pandemic) component shortages; unavailability of transportation; fires, war, governmental requirements; and acts of God. In the event of threatened or actual nonperformance as a result of any of the above causes, the non-performing party will exercise commercially reasonable efforts to avoid and cure such nonperformance.

Miscellaneous. Customer may not assign this Agreement without KE2 Therm’s prior written consent, which it will not unreasonably withhold, condition or delay. In this context assignment includes any sale of the stock to equity interests of Customer, a merger of Customer or any transfer by operation of law. This Agreement will be governed by Missouri law. The parties agree to exclusive venue and jurisdiction for any claims arising hereunder in the federal and state courts located in St. Louis County, Missouri. No text or information set forth on any other purchase order, preprinted form or document (other than an Online Order Form) will add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) will be construed, as nearly as possible, to reflect the intentions of

the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. During the term of this Agreement, Customer authorizes KE2 Therm to identify Customer as a KE2 Therm customer on KE2 Therm website and in KE2 Therm’s marketing materials. The failure of either party to enforce any right or provision in this Agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing. Any modification or amendment of this Agreement will be in writing signed by the parties. The KE2 Therm Portal and any accompanying documentation are deemed to be "commercial computer software" and "commercial computer software documentation," respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212(b), as applicable, and are commercial products, licensed on the open market at market prices, and were developed entirely at private expense and without the use of any government funds. Any use modification, reproduction, release, performance, display, or disclosure of the KE2 Therm Portal by any government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement. No license to the Products is granted to any government requiring different terms. Customer will not use the KE2 Therm Portal to provide services to any public sector or government end user where such would affect KE2 Therm’s rights in the KE2 Therm Portal or require any affirmative action to be taken by KE2 Therm due to governmental mandates or flow down regulation. This Agreement, together with any applicable Online Order Form or exhibits, comprises the entire agreement between Customer and KE2 Therm regarding the subject matter contained herein and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding such subject matter. The following Sections will survive any expiration or termination of this Agreement: Section 2 “Payment of Fees”, Section 6 “Confidentiality, Section 7 “Indemnification”, Section 8 “Warranties and Warranty Disclaimer”, Section 9 “Limitation of Liability” and Section 11 “Miscellaneous."

HARDWARE TERMS

1. Delivery

   
   

   1. KE2 Therm will use commercially reasonable efforts to ensure on-time shipment, provided that any delay in shipment will not relieve Customer of its obligations under the Agreement. Unless otherwise provided in the Online Order Form all Hardware will be delivered FCA dock at the shipping point (Incoterms 2020). Shipment or delivery dates, as applicable, or other times of performance are non-binding estimates and are based on KE2 Therm’s timely receipt of accurate and complete orders. KE2 Therm reserves the right to make available shipments or deliveries, as applicable, in installments in order to fill an order. Delay in shipment or delivery, as applicable, of any installment will not relieve Customer of its obligations to accept remaining deliveries.

      
      

   2. If a scheduled shipment of Hardware is delayed by Customer, KE2 Therm may store such Hardware for the account of, and at the risk and expense of, Customer. If Customer has not taken delivery of such items within a reasonable period of time, as determined by KE2 Therm, KE2 Therm may, in addition to any other rights or remedies that it may have, cancel the associated Contract, in whole or in part, without liability to KE2 Therm.

      
      

   3. Customer will pay all costs for special packaging, shipping or other handling requested by Customer and agreed to by KE2 Therm and other special costs or expenses incurred by KE2 Therm as a result of special actions or requests by Customer.

      
      

2. Risk of Loss

   
   

   Notwithstanding the Incoterm (2020) selected by the parties, risk of loss or damage and any further cost and responsibility for claims, delivery, and, if applicable, placement and storage will pass from KE2 Therm to Customer, and delivery will be deemed to be complete, upon delivery by KE2 Therm to a private or common carrier, or upon moving into storage, whichever occurs first.

   
   

3. Security Agreement; Insurance

   
   

   To secure payment for the Hardware and the performance of Customer’s obligations under the Contract, Customer grants to KE2 Therm a purchase money security interest in all Hardware upon completing the Online Order Form, without further action required on the part of Customer or KE2 Therm. If Customer breaches this Agreement, KE2 Therm will have the rights and remedies of a secured creditor under the Uniform Commercial Code. Until KE2 Therm has received full payment of the price payable under the Agreement, Customer will maintain insurance covering all Hardware in such amounts and against such risks as is customary by companies engaged in the same or similar business and similarly located.

   
   

4. Limited Warranty

   
   

   1. KE2 Therm provides the limited warranty available at this hyperlink.

      
      

   2. ALL OTHER WARRANTIES ARE DISCLAIMED PURSUANT TO SECTION 8 OF THE GENERAL TERMS.

      KE2 Therm’s advertising, product brochures, and sales presentations present KE2 Therm’s opinion only; do not present representations, affirmation or promises; are not part of the basis for the bargain; and will not be relied on by Customer.

      
      

   3. KE2 THERM'S SOLE RESPONSIBILITY UNDER WARRANTY OR AGREEMENT, OR ON ANY OTHER BASIS, AND CUSTOMER’S AND FIRST RETAIL USER’S SOLE AND EXCLUSIVE REMEDY, IS LIMITED TO THE REMEDIES SET FORTH IN THE KE2 THERM LIMITED WARRANTY.

      
      

   4. KE2 Therm will have no liability for defects or otherwise, whether hidden or apparent, resulting or arising from

      1. the failure of Customer, as applicable, to comply with any operational or maintenance guidelines or instructions;

         (ii) normal wear and tear; (iii) physical abuse or other misuse of the KE2 Therm Hardware or any component thereof, or acts of vandalism by any persons other than KE2 Therm or its employees and agents; (iv) incorrect or improper installation (including, without limitation, the use of any mounting bracket, surface preparation, harnessing or other equipment or process not approved by or provided by KE2 Therm for use with the KE2 Therm Hardware) by companies or individuals other than KE2 Therm or its employees and agents; (v) alterations, modifications, additions, or repairs made during the warranty period by anyone other than KE2 Therm or its employees and agents; (vi) accidents or damage not caused or contributed to by the sole negligence of KE2 Therm or its employees and agents; (vii) damage caused by another product; (viii) changes in wireless technology; or (ix) any other actions by Customer or its employees or agents, or any third parties which could reasonably lead to KE2 Therm Hardware failure through no fault of KE2 Therm or its employees and agents.

   5. The replacement of defective KE2 Therm Hardware will be made at KE2 Therm’s discretion and is expressly conditioned on Customer following the warranty procedures made available or provided by KE2 Therm. KE2 Therm’s warranty department will conduct an analysis of the returned KE2 Therm Hardware. KE2 Therm Hardware replacement procedures under this limited warranty will be detailed outside of this Agreement, and this warranty is expressly subject to and conditioned upon compliance by Customer’s compliance with those warranty procedures.

      
      

   6. Customer is prohibited from assigning the KE2 Therm warranty to any person or entity; any warranty assignment in violation of these Terms, including without limitation this sub-section 4.f, are voidable by KE2 Therm in its sole discretion. Customer understands and agrees that if it provides Hardware warranties in excess of those provided in this Section 4, in violation of these Terms, or to a third party, it will be solely responsible for such excess or additional warranties and will indemnify and hold harmless KE2 Therm, it affiliates and each of their officers, members, directors, employees and agents (the “KE2 Therm Indemnified Parties”), for any claims, liabilities or damages arising from such excess or additional warranties.

      
      

5. Online Order Form Cancellation

   
   

   1. Online Order Form Cancellation. Customer may not cancel or alter any order for Hardware except upon terms and conditions acceptable to KE2 Therm, as evidenced in a writing signed by an authorized employee of KE2 Therm.

      
      

   2. Effect of Termination and/or Online Order Form Cancellation. If KE2 Therm terminates the applicable Agreement pursuant to Section 4.b of the General Terms or approves an Online Order Form cancellation requested by Customer, Customer will pay to KE2 Therm, in addition to any other amounts to which KE2 Therm may be entitled under law or contract: (a) the agreed unit prices for completed Hardware under the Agreement or any related Online Order Form; (b) all other costs incurred by KE2 Therm prior to cancellation directly connected with work under the Agreement or any related Online Order Form; (c) all other costs incurred by KE2 Therm associated with the cancellation of the Agreement or any related Online Order Form, including, without limitation, cancellation charges under subcontracts, charges for packing, removal to storage and/or restocking; plus (d) 10% of the sum of the amounts contemplated by clauses (a) through (c) above. Until KE2 Therm has received all such charges, all cancelled Hardware will remain the sole and exclusive property of KE2 Therm.

      
      

6. Hardware Use Limitations

   
   

   Customer understands that the Hardware is intended to be used only in accordance with its specifications and only as part of the KE2 Therm System. Customer acknowledges that KE2 Therm developed the KE2 Therm System, including the Hardware, as part of an integrated system at great expense, and it may contain trade secrets and protected intellectual property, and accordingly, Customer will not, and will not knowingly permit others to (i) modify the Hardware, (ii) decompile, reverse-engineer, disassemble, or otherwise attempt, directly or indirectly, to clone or replicate the Hardware or any part of the KE2 Therm System or (iii) use or install the Hardware in combination with any other software or subscription service not provided by KE2 Therm without KE2 Therm’s prior written consent in each instance. Customer understands that as a result of installing the Hardware, KE2 Therm may collect and process data that is sent to or received by the Hardware, and Customer agrees to KE2 Therm’s collection and use of such data. Customer understands that any and all data and information that is received, collected or generated by the use of, or stored by, the Hardware, with the exception of or related software and services, including all output, copies, reproductions, improvements, modifications, adaptations, translations, abstracts, summations, tokens and other derivative works thereof will be owned by KE2 Therm, with no right, title, interest or license accruing to Customer or any other third party.

   
   

7. Changes in Hardware

   
   

   KE2 Therm reserves the right to change the design and/or functionality of any Hardware without assuming any obligation to modify any Hardware manufactured previously or to replace warranted Hardware other than with redesigned Hardware.

   SaaS TERMS

   
   

   Services

   
   

   1. KE2 Therm Portal. Subject to Customer's compliance with all of the terms and conditions of this Agreement, KE2 Therm will use commercially reasonable efforts to provide the KE2 Therm Portal specified on the Online Order Form. The KE2 Therm Portal will be delivered using the KE2 Therm Technology.

      
      

   2. Acceptance. Acceptance of the KE2 Therm Portal will be deemed to occur on the Activation Date.

      
      

   3. Initial Set Up Services. KE2 Therm will provide reasonable standard remote assistance to Customer in order to implement the KE2 Therm Portal. Custom implementation will require a separate professional services agreement.

      
      

   4. User Support. KE2 Therm will provide Customer with access to technical support for "how-to" questions 7 days per week during normal business hours. KE2 Therm will use reasonable efforts to respond to requests during business hours between the time of 8am Central Time and 5pm Central Time. KE2 Therm will provide telephone support as specified in the attached SLA. Telephone support outside of normal business hours will be subject to availability and an additional fee may apply. Support includes updates to the KE2 Therm Portal that KE2 Therm may make available from time to time ("Updates"). Updates may include bug fixes, error corrections, and minor improvements to the KE2 Therm Portal. KE2 Therm may issue a full upgrade to the KE2 Therm Portal ("Upgrade"). Upgrades provide significant additional functionality and are outside the scope of this Agreement. Upgrades are made available to KE2 Therm customers for an additional fee described in a new Online Order Form for such Upgrade.

Customer Use of Service

1. Software Subscription. Subject to the terms of this Agreement and the Authorized User Agreement, KE2 Therm grants to Customer and its Authorized Users a nonexclusive, non-transferrable, non-assignable, royalty-free limited right (without the right to sublease or sublicense without KE2 Therm's prior written approval which will not be unreasonably withheld) to access and use the KE2 Therm Portal (excluding any Open Source Software) solely for Customer’s Permitted Use during the Service Term. Any rights not expressly granted in this Agreement are expressly reserved. Customer’s use of the KE2 Therm Portal or Software is subject to any restrictions set forth in this Agreement. Use of Open Source Software is subject to the applicable open source license provided in connection with such software.

   
   

2. Unauthorized Purpose. Customer will not use the KE2 Therm Portal for any Unauthorized Purpose or in such a manner as to interfere with use by other customers of the KE2 Therm Portal. An "Unauthorized Purpose" includes, but is not limited to, (a) use with intent to avoid payment of charges due under this Agreement, this Agreement, or any Authorized User Agreement, (b) access to, use of, alteration of, or destruction of the System Data, files, programs, procedures, or information related to any other KE2 Therm customer, (c) use with the intent to reverse engineer or clone the KE2 Therm Portal or Software or any portion thereof, (d) use for any unlawful, illegal or fraudulent purpose, (e) any attempt to create a substitute or similar service through use of, or access to, the KE2 Therm Portal or System Data, or (f) sale or other commercial use of the System Data or any subset thereof by Customer or other transfer the System Data or any subset thereof by the Customer.

   
   

3. Restrictions on Use of KE2 Therm Portal. Except as strictly necessary to make use of the KE2 Therm Portal as permitted herein, Customer will not copy or republish KE2 Therm Portal or Software or any portion thereof. In no event will Customer (a) resell, transfer or otherwise make available to any person other than its Authorized Users the KE2 Therm Portal or Software, or any portion thereof; (b) use any Software or KE2 Therm Portal in any manner to assist or take part in the development, marketing, or sale of a product or service potentially competitive with such Software or KE2 Therm Portal; (c) attempt to reverse engineer, decompile, disassemble, or attempt to derive the source code of the Software or any portion thereof; (d) modify, port, translate, localize or create derivative works of the Software or Documentation; (e) remove, modify or obscure any copyright, trademark, or other proprietary notices contained in the Software or in the Documentation; (f) use the KE2 Therm Portal in any illegal manner.

   
   

4. Violation of Use Rights. KE2 Therm may, without liability, immediately discontinue the Customer’s, or any of its Authorized User’s, access to KE2 Therm Portal to prevent use for an Unauthorized Purpose or use in violation of Section 2, or in response to an order from any court of competent jurisdiction or governmental authority. Customer will not be credited any charges for KE2 Therm Portal interruptions resulting from KE2 Therm’s actions under this Section 2.

Access to KE2 Therm Portal

1. Authorized Users. Subject to the terms of the Agreement and the Authorized User Agreement, KE2 Therm will provide Customer with access to and use of the KE2 Therm Portal through the Software by providing Customer with unique username(s) and password(s) assigned to Authorized Users.

   
   

   1. As a condition to access and use of the KE2 Therm Portal, each Authorized User must agree to abide by the terms of the Authorized User Agreement, which KE2 Therm may modify from time to time. Customer must immediately notify KE2 Therm of any violation of the terms of any of the foregoing by any Authorized User upon becoming aware of such violation, and will be liable for any breach of the foregoing agreements by any Authorized User.

      
      

   2. Customer is solely responsible for all activities conducted under its Authorized User accounts. Customer is responsible for controlling access to and use of the Authorized User accounts and will promptly notify KE2 Therm of any unauthorized use of the Authorized User accounts. Customer and its Authorized Users are prohibited from allowing its Authorized User accounts to be made available or accessible to any third parties. Customer is solely responsible for any losses, claims, liabilities or damages arising from, related to or in connection with lost or stolen passwords.

      
      

2. Access Equipment. Customer, at its own cost and expense, is solely responsible for providing and maintaining, for both functionality and security, all equipment and internet services necessary to access and use the KE2 Therm Portal. Customer assumes responsibility to ensure that such equipment and related services (except for the KE2 Therm Hardware) meet the required minimum specifications and capacity necessary for accessing the KE2 Therm Portal.

   
   

3. No Software Delivery. Customer acknowledges that the applicable Agreement, including these SaaS Terms, is a services agreement and KE2 Therm will not be delivering copies of the Software to Customer as part of the KE2 Therm Portal.

   
   

4. Support. KE2 Therm will (a) provide Customer with access (via internet, telephone or other means established by KE2 Therm) to KE2 Therm’s support helpline, (b) install Updates, when generally available, and (c) use reasonable efforts to correct or circumvent any material deviations from the then-current, general release version of the Software (collectively, “Support”). KE2 Therm reserves the right to modify its level of support by providing written notice to Customer. KE2 Therm will use reasonable efforts to meet the service levels set forth in Exhibit A.

Data Use and Compliance.

1. KE2 Therm Right to Use. KE2 Therm may use, store, process and disclose User Data and Personal Information as necessary to provide the KE2 Therm Portal for Customer’s benefit under this Agreement. Nothing in this Agreement will be interpreted to limit KE2 Therm’s right to process User Data and Personal Information into an aggregated, anonymized form (“Aggregated Data”) for any reason so long as such Aggregated Data no longer qualifies as Personal Information and is not identifiable with respect to Customer or Customer’s Authorized Users, employees, independent contractors, consultants, and agents. Aggregated Data will be owned solely by KE2 Therm.

   
   

2. Compliance with Applicable Data Privacy Laws.

   
   

   1. Service Provider. The parties agree that KE2 Therm will act as Service Provider (or other similar such role), as defined under Applicable Data Privacy Laws, for Customer with regards to the collection, storage and use of Personal Information.

      
      

   2. Consents and Notices. Customer is responsible for ensuring that any and all notices and consents required by Applicable Data Privacy Laws or any other applicable law, including employment law, for the (i) deployment of the Hardware, (ii) use of the KE2 Therm Portal and the Software, (iii) collection of Personal Information and (iv) provision of Personal Information to KE2 Therm under the terms of this Agreement, have been provided and obtained, including, without limitation, any required opt-in consents if necessary. Customer acknowledges that KE2 Therm will rely on Customer’s provision of proper notice and obtainment of consent to satisfy its obligations under this Agreement.

      
      

   3. Customer Compliance with Applicable Laws. Customer represents and warrants that its policies and practices regarding the collection, storage and use of Personal Information that is provided to KE2 Therm, or that is collected on KE2 Therm’s behalf, under this Agreement complies with Applicable Data Privacy Laws of any jurisdiction where it utilizes the KE2 Therm Portal, that all applicable consumer notices are in place and that all necessary disclosures have been made in Customer’s privacy policy, as applicable. Customer agrees that it will be solely responsible for any required updates to Customer’s consumer notices and privacy policies as a result of Customer entering into this Agreement.

      
      

   4. KE2 Therm’s Service Providers. Customer represents and warrants it is authorized pursuant to Applicable Data Privacy Laws to permit or otherwise grant KE2 Therm the authority to share Personal Information with

      KE2 Therm’s service providers as may be needed to effectuate KE2 Therm’s obligations under this Agreement. Customer will not provide KE2 Therm with any Personal Information of an individual or collect any Personal Information of an individual on KE2 Therm’s behalf, unless all required consents, if any, have been obtained from the individual, including, but not limited to, consents necessary to transmit such data to KE2 Therm and any service providers for use in conjunction with KE2 Therm’s obligations under this Agreement.

      
      

   5. KE2 Therm Storage of Personal Information. Customer acknowledges and agrees that KE2 Therm may store or transfer all Personal Information provided by Customer and/or collected or processed by KE2 Therm anywhere on the globe as necessary for KE2 Therm to satisfy its obligations under this Agreement. KE2 Therm may perform certain obligations under this Agreement (e.g. administration, data processing, disaster recovery, maintenance, support, etc.) from locations, and through service providers, worldwide. Customer further acknowledges it provides KE2 Therm with permission to store and transfer Personal Information worldwide pursuant to Applicable Data Privacy Laws.

      
      

   6. Notification of Non-Compliance. Customer will notify KE2 Therm promptly, and in all cases within twenty- four (24) hours, upon determining that Customer cannot comply or that Customer has a reasonable basis on which to believe that it cannot comply with any of its obligations under this Section 4 and each of its subparts.

      
      

3. Handling of Data Access Requests. The parties agree that KE2 Therm will act as a service provider, as defined under Applicable Data Privacy Laws, with regards to requests to know or disclose Personal Information from third- parties, or other similar data access requests made under Applicable Data Privacy Laws. If KE2 Therm receives a request made under Applicable Data Privacy Laws regarding Personal Information that KE2 Therm collects or maintains pursuant to this Agreement, KE2 Therm will inform the requesting party that the request cannot be acted upon because the request has been sent to KE2 Therm as a service provider of Customer.

   
   

4. No Other Rights. No rights or licenses are granted except as expressly set forth herein.

   
   

5. Security Policies and Safeguards. KE2 Therm will establish and maintain administrative, technical and physical safeguards designed to protect against the destruction, loss, unauthorized access or alteration of User Data to which KE2 Therm has access, which are (a) no less rigorous than those maintained by KE2 Therm for its own information of a similar nature; (b) no less rigorous than generally accepted industry standards; and (c) required by applicable laws.

   
   

6. Security Incident Response. If KE2 Therm becomes aware that the security of any User Data has been compromised (an “Information Security Incident”), KE2 Therm will: (a) promptly notify Customer in writing of the occurrence of such Information Security Incident; (b) investigate such Information Security Incident and conduct a reasonable analysis for the causes of such Information Security Incident; (c) provide periodic updates of any ongoing investigation to Customer; (d) develop and implement an appropriate plan to remediate the cause of such Information Security Incident to the extent such cause is in KE2 Therm’s control; and (e) cooperate with Customer’s reasonable investigation or Customer’s efforts to comply with any notification or other regulatory requirements applicable to such Information Security Incident.

Additional Warranty Disclaimers

1. Customer Use. The KE2 Therm Portal is not a substitute for regular trailer or tractor maintenance or repair. The KE2 Therm Portal is not intended as a safety service but an efficiency service. The KE2 Therm Portal is not designed, intended, authorized, or warranted to be suitable for use or resale as control equipment in, or for other applications related to, hazardous or critical environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communications systems, air traffic control, life support, weapons systems, or other application in which the failure of such a service could lead to death, personal injury, or severe physical or environmental damage. Customer will not use the KE2 Therm Portal, or permit the KE2 Therm Portal to be used, for such fail-safe or critical applications, and further agrees to indemnify KE2 Therm and its employees, officers, directors, agents, Affiliates, successors and assigns against all actions, suits, proceedings, costs, expenses, damages, and liabilities, including attorneys’ or other professional fees, arising out of any personal injury, death or damage to property or breach of Customer’s obligations in this Section 5.

   
   

2. Customer Use. The KE2 Therm Portal is not a substitute for regular Hardware maintenance or repair. The KE2 Therm Portal is not intended as a safety service but an efficiency service. The KE2 Therm Portal is not designed, intended, authorized, or warranted to be suitable for use or resale as control equipment in hazardous environments or in connection with hardware not provided by KE2 Therm.

1. Service Level Agreements.

   
   

   1. System Availability. KE2 Therm will take appropriate measures in terms of redundancy, monitoring and platform management to provide availability of the KE2 Therm Portal. The KE2 Therm Portal shall be available via the Internet 99.0% of the time measured monthly from the first date of the month following the KE2 Therm Portal Activation Date in the applicable Online Order Form. Notwithstanding the foregoing, Planned Maintenance

      described in Section 5 Below and force majeure events described in Section 10 of the Agreement shall be excluded from the calculation of availability of the KE2 Therm Portal.

      
      

   2. Maintenance and Support Services. Maintenance and Support Services shall include maintenance of the KE2 Therm Portal and Customer platform including corrective maintenance and enhancements and a customer support service for the KE2 Therm Portal and Customer platform as set out below.

      
      

   3. Support. Problems may be reported to KE2 Term Tech support by email or telephone. Customer must provide a full description of the problem. On receipt of a problem notification KE2 Therm will respond to the Customer within the time frame set out in Section 5(f) below. Each problem resolution is communicated to the user who reported it via email and/or phone. Fixed software defects are summarized in the description note of each feature, patch or release.

      
      

   4. Support Hours. KE2 Therm offers support for the KE2 Therm Portal and Services during normal business hours (8 am – 5pm prevailing Central Time)

      
      

   5. Problem Severity Classification

      
      

      Severity	Description
      High	A problem is classified as high if:
      Medium	A problem is classified as medium if: and the availability of the KE2 Therm Portal is not affected.
      Low	A problem is classified as low if:

      • the KE2 Therm Portal is not available to Customers;

      • there appears to be serious performance or access problems; or

      • a key system feature is not accessible and no workaround is possible; or

      • there are other problems which result in loss of availability of the KE2 Therm Portal.

      • A key system feature or service is unavailable but a workaround is possible; or

      • other features are not operational;

      • there are visual or behavior inconsistencies in the KE2 Therm Portal that make the usage uncomfortable but do not prevent the use of key system features or access to sensitive pages;

      • the Customer cannot log in; or

      • there is any other problem.

      
      

   6. Response and Target Resolution Times

      
      

      Severity	Response Time	Mean Resolution Time
      		Temporary work around	Permanent
      High	Within 2 On-Line Hours	4 On-Line Hours	1 Business Day
      Medium	Within 4 On-Line Hours	8 On-Line Hours	3 Business Days
      Low	Within 1 Business Day	4 Business Days	7 Business Days

      
      

      *On-Line hours means hours between the time of 8am Central Time and 5pm Central Time on business days

      **Bugs will be fixes in the next release

   7. Maintenance. KE2 Therm will carry out maintenance on an ad hoc basis and will notify Customers within a reasonable time of the maintenance event. KE2 Therm shall where possible, provide the Customer with prior notice of Emergency Maintenance. However, work may commence at any time and shall continue until completed. KE2 Therm shall attempt, but cannot guarantee scheduling Emergency Maintenance during non On-Line Hours.

      EXHIBIT A SERVICE LEVELS

      1. ​ SOFTWARE SERVICE

         
         

         System Availability

         
         

         KE2 Therm will take all appropriate measures in terms of redundancy, monitoring and platform management to provide availability of the KE2 Therm Portal.

         
         

         The KE2 Therm Portal shall be available via the Internet 99% of the time measured monthly from the first date of the month following the KE2 Therm Portal Activation Date in the applicable Online Order Form. Notwithstanding the foregoing, Planned Maintenance described in Section 5 Below and force majeure events described in Section 10 of the Agreement shall be excluded from the calculation of availability of the KE2 Therm Portal.

         
         

      2. ​ MAINTENANCE AND SUPPORT SERVICES

         
         

         Maintenance and Support Services shall include maintenance of the KE2 Therm Portal and Customer platform including corrective maintenance and enhancements and a customer support service for the KE2 Therm Portal and Customer platform as set out below.

         
         

         Support Services

         
         

         1. Problem Notification

            
            

            Problems may be reported to KE2 Therm Tech support by email or telephone. Customer must provide a full description of the problem.

            
            

         2. Problem Acknowledgement

            
            

            Upon receipt of a problem notification KE2 Therm shall respond to the Customer, within the time frame set out in sections 4 of this SLA, based on the severity and type of problem.

            
            

            High severity problems shall be notified to KE2 Therm's Communications support and the CTO.

            
            

         3. Problem Resolution

Each problem resolution is communicated to the user who reported it via email and/or phone. Fixed software defects are summarized in the description note of each feature, Patch or Release.

Support Hours

1. Standard Support

KE2 Therm offers support for the KE2 Therm Portal and Services during normal business hours (8 am – 5 pm prevailing Central Time).

Problem Resolution

1. Problem Severity Classification

   
   

   Severity	Description
   High	A problem is classified as high if:

   • the KE2 Therm Portal is not available to Customers; or

   • there appears to be serious performance or access problems; or

   • a key system feature is not accessible and no workaround is possible; or

   • there are other problems which result in loss of availability of the KE2 Therm Portal.

   Medium	A problem is classified as medium if: and the availability of the KE2 Therm Portal is not affected.
   Low	A problem is classified as low if:

   • A key system feature or service is unavailable but a workaround is possible; or

   • other features are not operational;

   • there are visual or behavior inconsistencies in the KE2 Therm Portal that make the usage uncomfortable but do not prevent the use of key system features or access to sensitive pages; or

   • the Customer cannot log in; or

   • there is any other problem.

   
   

   "Bug" means an unwanted or unintended malfunction of the KE2 Therm Portal that can be reproduced which does not affect the availability of the KE2 Therm Portal

   
   

2. Response and Target Resolution Times

*On-Line hours means hours between the time of 8am CST and 5pm CST on business days.

Maintenance

1. Maintenance

   
   

   KE2 Therm will carry out maintenance on an ad hoc basis and will notify Customers within a reasonable time of the maintenance event.

   
   

2. Emergency Maintenance

   
   

   KE2 Therm shall where possible, provide the Customer with prior notice of Emergency Maintenance. However, work may commence at any time and shall continue until completed. KE2 Therm shall attempt, but cannot guarantee scheduling Emergency Maintenance during non On-Line Hours.

   
   

3. Service Reports

   
   

   The following service logs and reports can be provided to the Customer on request:

   
   

   Standard Service Reports

   Name	Content
   Patch and Release content	Overview of corrective Patches and Releases.

   
   

   Any other service reports required by Customer will be provided as an optional service, available on demand, upon payment of an additional fee.

    Customer’s Obligations

   
   

   The Customer has the following obligations under this SLA:

   
   

   • use frequently updated, industry standard virus protection software to ensure that client services accessing the KE2 Therm Portal are free of viruses, spyware, malware, and other malicious code.

   • to inform the Company without delay of any problems with the KE2 Therm Portal or Services;

   • to purchase upgrades for its own software, if necessary, for the error free operation of its own software with the KE2 Therm Portal;

   • to check its systems for the most commonly known worms and viruses.