SOLVER’S TERMS OF SERVICE

Last Updated 10.19.2026

Solver Inc. (“Solver”, “we”, “us”) makes available for your use the Solver website and its proprietary software, products, services, and any updates to the foregoing (collectively, the “Service” or “Services”) that Solver provides subject to the terms and conditions herein and any additional terms contained in an amendment or addendum (collectively, these “Terms”). These Terms are between Solver and the individual or entity that accesses and/or uses the Services (“User” or “you”) and are effective as of the date you click “Accepted and Agreed To” (the “Effective Date”). By accessing and using the Services, you agree to all of the terms outlined herein. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms in the same manner as if these Terms were executed by the entity in its corporate capacity. The disclaimers, terms, and conditions in these Terms are of general application and may be supplemented by additional policies and procedures of specific application that Solver may disclose from time to time.

1. Our Service.
   1. Grant of Access. On the condition you pay all Fees and otherwise comply with your obligations under these Terms, and subject further to additional terms of Third Party-Products (as defined herein) made available to you in connection with the Service, Solver hereby grants to you a limited, revocable, non-exclusive, non-transferable (except as provided in Section 11.6) right to access and use the Services set forth under one or more service plans (each, a “Service Plan”) entered into by and between you and Solver, along with related Documentation (as defined herein), solely in connection with your personal or internal business purposes. Other than as expressly granted in these Terms, no other rights or licenses to Solver Materials (defined below) are granted. If you do not comply with these Terms, Solver reserves the right to revoke, suspend, or limit your right to access and use the Service. Any use of the Service that exceeds the rights expressly granted in these Terms is strictly prohibited and constitutes a violation of these Terms, which may result in the suspension or termination of your right to access and use the Service. As used in these Terms, “Documentation” means any documentation made available by Solver pertaining to the Service including, as applicable, any accompanying or online user guides or technical information relating to the Service, in each case, as may be updated or amended by or on behalf of Solver from time to time.
   2. Modification. You agree that Solver has the right to change, modify, add to, or discontinue any aspect or feature of the Service at any time with or without notice. From time to time, Solver may, but is under no obligation to, release upgrades, fixes, or new versions of the Service, although these releases may not be consistent across all platforms and devices.
   3. Removal of Access. Solver reserves the right to suspend, terminate, or refuse access to the Service for you or any individual who is authorized by you to access and use the Service within your organization (an “Authorized User”) in the event that: (i) you or your Authorized User(s) breach or violate, or are reasonably likely to breach or violate in Solver’s sole discretion, these Terms or other incorporated agreements, addenda, or guidelines; (ii) Solver discontinues the applicable Service; (iii) there is a technical or security issue or problem; or (iv) you or your Authorized User(s) engage in fraudulent or illegal activities or a material breach of your obligations under these Terms. You further agree that such measures may be taken in Solver’s sole discretion and without any liability to you or any third party.
   4. Defects and Availability. Solver uses commercially reasonable efforts to maintain the Service; however, Solver is not responsible for any defects or failures associated with the Service or any damages (either direct or indirect) that may result from any such defects or failures. Solver is not obligated to provide you support for, and shall not be responsible or liable for, any errors in the Service or any damages resulting from your failure to properly implement the Service on your network in accordance with the Documentation. The Service and any component thereof may be inaccessible or inoperable for any reason including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which may be undertaken from time to time by Solver or its third-party service providers; or (iii) any other causes beyond Solver’s reasonable control. Solver does not make any guarantees regarding the reliability or availability of the Service and will not be liable to you or any third party for damages or losses related to the Service being unavailable.
   5. Third Party Products. The Service may permit use or permit access to Third-Party Products. “Third-Party Products” means any products, content, services, information, websites, or other materials that are provided or made available by third parties and are incorporated into or accessible through the Services. For clarity, “Third Party-Products” expressly includes plugins used in the Services, and Microsoft Azure, the terms of service for which can be found here: https://azure.microsoft.com/en-us/support/legal/. Third-Party Products are subject to their own terms and conditions presented to you for acceptance within the Service by website link or otherwise. If you do not agree to abide by the applicable terms for any such Third-Party Products, then you should not install, access, connect to, integrate, or use such Third-Party Products. Upon requesting to connect with Third-Party Products through the Service, the Service may transmit your information and request to applicable third party providers via an application programming interface or similar technical integration to facilitate the connection with Third-Party Products. Your use of the Service to connect to Third-Party Products constitutes your consent for Solver to transmit your data and service requests through the relevant interface or integration as necessary to facilitate your request. You further acknowledge and agree that Solver will not be responsible or liable, directly or indirectly, and you hold Solver harmless for any damage or loss caused by your use of or reliance upon any such Third-Party Products.
   6. Ownership of Intellectual Property. As between you and Solver, all images, trademarks, service marks, logos and icons displayed on the Service, or the Solver website, are the property of Solver. All Solver patents, copyrights, moral rights, trade secrets, trademarks, service marks, publicity rights, and other proprietary rights (collectively, “Intellectual Property Rights”) and all systems, databases, information, data, documents, materials, and works which are provided, used, or made available in connection with the Service (collectively, the “Solver Materials”) shall be and remain at all times the property of Solver and its third-party licensors. You are not acquiring any Intellectual Property Rights in or to the Solver Materials other than a non-exclusive right to access and use the Service solely in accordance with these Terms. The Solver Materials may not be reproduced, recreated, sublicensed, modified, accessed, or used in any manner or disseminated or distributed to any other party in violation of these Terms.
   7. AI Technology. In the course of providing the Service and/or the Solver website, Solver may utilize or make available to you for your use within the Service deep learning, machine learning, large language models, generative, and other proprietary artificial intelligence made available by Solver and/or third parties (collectively, “AI Technology”). The Solver Copilot, available here: https://www.solverglobal.com/product/solver-copilot-ai, is an AI Technology for purposes of these Terms. Such AI Technology may include access to an automated virtual assistant or artificial intelligence-powered chatbots designed to assist you with inquiries, troubleshooting, IT support, and other informational or functional aspects of the Service and/or Solver website. You acknowledge and agree that AI Technology is provided as a convenience tool for your use of the Service and that any outputs generated by AI Technology are generated based on your or your Authorized User’s input and data available to the AI Technology and may not always be accurate, complete, or current. You should not rely solely on the AI Technology for decisions requiring professional judgment or factual verification and are responsible for any actions or decisions you take based on such information. Where the AI Technology is hosted, operated, or powered in whole or in part by a third party platform or provider, you acknowledge and consent by using the AI Technology that your interactions, queries, and related data may be transmitted to and processed by the third party platform or provider in accordance with its privacy notice or other similar policy. Solver does not control and is not responsible for the functionality, operation, or performance of any third party provided AI Technology. Solver makes no warranties of any kind, whether express or implied, including but not limited to warranties of accuracy, reliability, merchantability, or fitness for a particular purpose in relation to the AI Technology. Solver makes no representation that the AI Technology will resolve any technical issue, provide correct information, or perform without interruption or error, and to the fullest extent permitted by law, Solver disclaims all liability for any losses, damages, or harms arising out of or related to your or your Authorized User’s reliance on or use of the AI Technology or its outputs.
2. Payment.
   1. Payment Terms. You are responsible for paying all fees, charges, and other amounts set forth in the Service Plan (the “Fees”), together with any applicable Taxes (as defined below) required. We reserve the right to modify the Fees upon notice to you. Such notice may be provided at any time by posting the changes to our website, to your Account, or via email. Modifications in Fees will be effective as of the start of the next Renewal Term (as defined herein) following such notice. Any payments more than thirty (30) days past due will bear a late payment fee of 1.5% interest per month or the highest amount permitted by law, whichever is less. You agree to be responsible for payment for all activity by Authorized Users who access or use the Service through your account. You are responsible for your own costs and expenses related to using the Service such as charges for Internet access, third party software licenses, or other data transmission fees.
   2. Payment Collection; Invoicing. Payment for the Services may be collected on Solver’s behalf by a third party authorized to resell the Services (a “Partner”). For purposes of Section 2.1, Fees are deemed to have been received by Solver when such Partner receives payment of the applicable Fees. Solver bills customers in advance monthly or annually depending on the applicable Service Plan. All amounts due shall be paid in US dollars. Solver may invoice you electronically or by paper invoice. You must notify Solver within thirty (30) days of the receipt of the invoice of any billing errors thereon. If you do not notify Solver within this time, Solver will not be required to correct the error and/or adjust your account and you hereby waive any claim, allegation, or contention with respect to such invoice.
   3. Taxes. Fees are exclusive of all invoice and bank processing fees, taxes, levies, or duties imposed by taxing authorities, and you are responsible for payment of all such fees, taxes, levies, or duties, excluding only United States income (federal or state) taxes imposed on Solver, including by way of example and not limitation, import duties and fees, sales, use, transfer, excise, value-added, and gross receipts (“Taxes”). In the event you are required to withhold any portion of service fees due to payments to banks or taxing authorities, (i) you agree to do so and to indemnify Solver from any liability resulting from your failure to make such withholdings, and (ii) Solver reserves the right to adjust the pricing of the Service so that you are responsible for payment to Solver of the full amount for the Service, net of any such withholdings, so that the net amounts received by Solver after such withholdings are equal to what was invoiced.
   4. Early Termination Fee. For monthly Service Plans, there is no early termination fee or refunds. For annual Service Plans billed monthly, you agree to pay three (3) times the monthly cost specified in such annual Service Plans in the event you terminate these Terms prior to the expiration or termination of the specified Subscription Term (as defined herein).
   5. Suspension. If you fail to pay any undisputed Fees for the Service, and such Fees become overdue, we may, upon prior notice, and without limiting our other rights and remedies, suspend your access to the Service until such overdue amounts are paid in full.
3. User Responsibilities.
   1. Account Registration. Access to the Service will be managed by you and your Authorized User(s) through individual accounts (each such account, an “Account”). In registering an Account for access to the Service, you or your Authorized Users will be required to provide certain requested information. We will ask you or your Authorized Users to create a password. Once Account registration information is submitted, Solver will have the right to approve or reject the requested registration in Solver’s sole discretion. You are responsible for providing and maintaining truthful, accurate, complete, and current information in connection with your or your Authorized User’s Account(s). You and your Authorized User(s) are responsible for maintaining the confidentiality of your and their username(s) and password(s) and you are fully responsible for all activities performed by you and your Authorized User(s) and any resulting events that occur under your and your Authorized User’s Accounts.
   2. Unauthorized Use and Information Changes. You must immediately notify Solver if your or your Authorized User’s registration information changes, or you learn of or have reason to suspect any unauthorized use of your or your Authorized User’s Account(s) or any other breach of security. You are responsible for all activities that occur under your and your Authorized User’s Account(s), including any damages to Solver, the Service, or any component thereof resulting from unauthorized access to your Account or any of your Authorized User’s Account(s) and Solver will have no liability to you or any third party for damages or loss related to such unauthorized access or use.
   3. Representations. You hereby represent and warrant that: (i) you have the legal capacity and authority to enter into and perform your obligations under these Terms; (ii) you will comply with the terms and conditions of these Terms and any other agreement to which you are subject that is related to your use of the Service or any part thereof; (iii) you have provided and will maintain accurate and complete information, including, without limitation, your legal name, email address, and any other information Solver may reasonably require; (iv) your access to and use of the Service or any part thereof will not constitute a breach or violation of any other agreement, contract, terms of use or any law or regulation to which you are subject; and (v) you will not use the Service in order to gain competitive intelligence about Solver, the Service, or any product or service offered via the Service or to otherwise compete with Solver.
   4. Restrictions. You may not: (i) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party any portion of our Service in any way; (ii) copy, modify, adapt, alter, translate, create derivative works, reverse engineer, decompile, disassemble, or otherwise attempt to learn the source code, communications protocol, structure, or ideas upon which the Service is based; (iii) use the Service or any data, content, or information accessed through the Service to develop a competing service or product; (iv) use any device, software, or routine intended to damage or otherwise interfere with the proper functioning of the Service, servers, data centers, or networks connected to the Service or take any other action that interferes with any other person’s use of the Service; (v) decrypt, transfer, create Internet links to the Service, or “frame” or “mirror” the Service on any other server or wireless or Internet-based device; (vi) use or merge the Service or any component thereof with other software, databases, or services not provided or approved by Solver; (vii) circumvent or attempt to circumvent any electronic protection measures in place to regulate or control access to the Service, or remove, obscure, or alter any notices or indications of any Intellectual Property Rights, any trade names, trademarks, service marks, logos, trade dress, and any other distinctive or proprietary symbols, labels, designs, or designations, or any electronic notices; (viii) use the Service for any fraudulent or otherwise unlawful purposes or in violation of these Terms; (ix) develop, distribute, or sell any software or other functionality capable of launching, being launched from, or otherwise integrated with the Service; (x) use any bot, spider, or other automatic or manual device or process for the purpose of harvesting or compiling information on the Service for any reason; (xi) access or attempt to access any other user’s Account or use the Service in a way that prevents or inhibits another user from enjoying the Service; (xii) use any data, content, or information made available through the Service in any manner that misappropriates any trade secret or infringes any copyright, trademark, patent, rights of publicity, or other proprietary right of any party; (xiii) introduce into the Service any virus, rogue program, Trojan horse, worm or other malicious or intentionally destructive code, software routines, or equipment components designed to permit unauthorized access to or disable, erase, or otherwise harm the Service, or perform any such actions; (xiv) introduce into the Service any back door, time bomb, drop dead device, or other software routine designed to disable a computer program automatically with the passage of time or under the positive control of an unauthorized person; (xv) delete, modify, hack, or attempt to change or alter the Service, any data, content, or information made available through the Service, or any notices on the Service; (xvi) connect to or access any Solver computer system or network other than the Service; (xvii) impersonate any other person or entity to use or gain access to the Service; or (xviii) conduct or otherwise participate in any distributed denial-of-service attack or similar malicious attack intended or designed to artificially delay, disrupt or otherwise adversely affect the Service or any other user’s access to or use of the Service. Solver reserves the right to fully investigate and prosecute violations of any of the above. Solver may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms.
   5. Usage Limits. Use of the Service is subject to the usage limits and policies identified in a Service Plan, which may include limitations on features and functionality. If a party detects or becomes aware that User has exceeded or is reasonably likely to exceed a limit identified in a Service Plan, that party shall promptly notify the other, and User shall work with Solver to promptly change its usage to comply with the limit. If User fails to change its usage or to comply with the limit within thirty (30) days of such notice, or if User notifies Solver of its intent to continue with the excess usage, User shall execute a revised Service Plan issued by Solver in its sole discretion reflecting the change in usage and pay Fees listed in applicable invoices issued by Solver for any excess usage that occurred prior to the issuance of the revised Service Plan. As may be reasonably requested by Solver from time to time, User agrees to verify, certify, or provide evidence that its use of the Services is within the applicable usage limits.
4. Data Rights, Uses, and Limitations.
   1. User Content. As part of User’s use of the Service, User and its Authorized Users may submit or upload data, information, materials, comments, prompts, and other content (“User Content”). User Content does not include Solver’s Confidential Information or Aggregated Data (as defined herein). User retains all right, title, and interest in and to its User Content. User grants Solver and its affiliates a non-exclusive, royalty-free, fully paid, worldwide, transferable license during the Term and any applicable post-termination data access or retrieval period expressly set forth herein to host, copy, process, transmit, display, and otherwise use User Content solely as necessary to provide, maintain, support, and improve the Services and to perform the functions requested by User in accordance with these Terms. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and right to use such User Content. Solver does not guarantee the security or availability of User Content and is not responsible for any loss or damage to User Content, provided that Solver shall handle User Content containing “personal information” in accordance with the confidentiality, security, and data protection obligations set forth in its Data Processing Addendum, set forth in Appendix A below. You acknowledge and agree that you bear sole responsibility for adequately controlling, processing, storing, and backing up User Content. Solver reserves the right, but not the obligation, to refuse to post or to remove any information or materials, in whole or in part, that Solver believes to be unacceptable, undesirable, or in violation of these Terms or the rights of third parties.
   2. User Content Representations. You represent, warrant, and covenant that you will not publish, post, upload, record, or otherwise distribute or transmit any User Content or other material that: (i) infringes or would infringe any copyright, patent, trademark, trade secret or other Intellectual Property Rights or proprietary right of any party, or any rights of publicity or privacy of any party; (ii) violates any law, statute, ordinance, or regulation; (iii) is inappropriate, profane, defamatory, libelous, obscene, indecent, threatening, harassing, or otherwise unlawful; (iv) is harmful to minors or otherwise pornographic; (v) is materially false, misleading, or inaccurate; and/or (vi) contains information for which you do not have the right to permit Solver to access and process. You further represent and warrant that you have acquired all legally required consents, releases, and authorizations (freely given and fully informed) from all data subjects necessary to provide User Content to Solver. You will indemnify, defend, and hold Solver harmless from and against any and all claims, allegations, investigations, administrative actions, private rights of action, and all damages, fines, fees, losses, penalties, and costs (including reasonable attorneys’ and special witness fees), including those arising from or related to a claimed breach of state or federal data privacy or wiretapping laws caused by your failure to gain consent from applicable users for the use, monitoring of, or interaction with the Service for each instance in which the Service is or was deployed. The foregoing indemnification shall survive termination or expiration of these Terms.
   3. Privacy. To the extent Solver collects or acquires “personal information” as defined under applicable law in its performance of its obligations under these Terms, such collection shall be performed in accordance with its privacy policy linked here: https://www.solverglobal.com/privacy and any processing thereof shall be performed in accordance with its Data Processing Addendum, set forth in Appendix A below.
   4. Usage Data and Aggregated Statistics. Solver may generate de-identified data, statistics, and other performance or usage-related information (“Usage Data”) in the course of providing the Service to you. You acknowledge and agree that, as between you and Solver, all Usage Data is and shall be and remain the property of Solver. Solver may use, aggregate, and share Usage Data for the purposes of providing the Service, conducting research, preparing industry benchmarking reports, product development, and other commercial uses subject to applicable law. Solver will ensure that User and its Authorized Users cannot be identified through the Usage Data or any derivative thereof. You further acknowledge and agree that Solver may compile Usage Data based on User Content input into the Services, provided such Usage Data does not identify you or your Authorized Users.
   5. Feedback. Solver welcomes comments, feedback, information, or materials regarding the Service or any of the other Solver products or services (collectively, “Feedback”). By submitting Feedback to Solver, you agree to assign, and hereby irrevocably assign to Solver, all right, title, and interest, on a worldwide basis, in and to the Feedback and all copyrights, moral rights, and other Intellectual Property Rights embodied in such Feedback. Solver will be free to use, copy, distribute, publish, and modify the Feedback on an unrestricted basis, without compensation to you.
5. Confidentiality.
   1. Definition. “Confidential Information” means any non-public information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) in connection with these Terms that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, User Content, the source code and object code of the Service, non-public business and technical information, product plans, security information, pricing for the Service, any other proprietary information owned by Solver, and the terms of these Terms. Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the Receiving Party; (ii) was lawfully known to the Receiving Party without restriction before receipt from the Disclosing Party; (iii) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; (iv) is rightfully received by the Receiving Party from a third party without a duty of confidentiality; (v) is Usage Data; or (vi) is required to be disclosed by law, including binding court order, government regulation, or subpoena, and the Disclosing Party has been given notice of such order and the Receiving Party reasonably cooperates with the Disclosing Party in limiting such disclosure to the minimum information required, unless a court has ordered that the Disclosing Party not be given notice.
   2. Use and Protection. The Receiving Party shall use the Disclosing Party’s Confidential Information solely as necessary to perform its obligations or exercise its rights under these Terms and shall protect such Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable standard of care. Confidential Information of the Disclosing Party may only be disclosed to those affiliates, employees, contractors, and advisors of the Receiving Party, as applicable, on a need-to-know basis and who agree to be bound by confidentiality restrictions at least as restrictive as those contained in these Terms. Confidential Information remains at all times the property of the Disclosing Party. Unless otherwise explicitly set forth herein, no rights or licenses are granted except as expressly set forth in these Terms.
   3. Equitable Relief. The Receiving Party acknowledges that unauthorized use or disclosure of the Disclosing Party’s intellectual property or trade secrets may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, the Disclosing Party may seek injunctive or other equitable relief solely to prevent or stop such unauthorized use or disclosure, in addition to any other remedies available at law. For clarity, nothing in this Section 5.3 modifies the limitation of liability set forth in these Terms.
   4. Return or Destruction. Upon the Disclosing Party’s written request, or within a reasonable period of time not to exceed thirty (30) days following the expiration or termination of these Terms, which shall include for the purposes of this Section 5.4 any post-termination data access or retrieval period described in a Service Plan or these Terms (including Section 6.5), the Receiving Party shall delete or render inaccessible all Confidential Information of the Disclosing Party in its possession or control. Notwithstanding the foregoing, the Receiving Party may retain copies of Disclosing Party’s Confidential Information as required by applicable law or as part of routine automated backup or disaster recovery systems, provided that such information is not accessed for any purpose other than backup or recovery and remains subject to the confidentiality obligations herein until deleted in accordance with the Receiving Party’s data retention practices.
6. Term and Termination.
   1. Term. These Terms commence on the Effective Date and continue until all Service Plans between you and Solver have expired or been terminated in accordance with these Terms (the “Term”).
   2. Terms of Service Plans. The term of each Service Plan shall be as specified when you order the applicable Service Plan (an “Initial Subscription Term”). Service Plans will automatically renew for additional periods equal to the expiring Initial Subscription Term or one year (whichever is shorter) (each, a “Renewal Term”, and collectively with the Initial Subscription Term, the “Subscription Term”), unless either party gives the other notice of non-renewal at least thirty (30) days before the end of the relevant Subscription Term.
   3. Termination. Solver may terminate these Terms for cause immediately if you become the subject of a lawsuit or any other proceeding relating to insolvency, liquidation or assignment for the benefit of creditors. Either party [P1] may terminate these Terms for any reason with thirty (30) days’ written notice. Termination of these Terms shall not limit Solver from pursuing remedies available to Solver, including but not limited to injunctive relief, for a failure to pay outstanding Fees or in connection with any other breach of these Terms. You agree to cease use of the Services immediately upon the termination of these Terms.
   4. Payment upon Termination. If you terminate your service before the applicable Subscription Term expires, then you are not entitled to a refund or credit for any pre-paid Fees. You are responsible for any unpaid Fees for the Service for the entirety of the Term. You are also responsible for any Fees incurred prior to the date of termination.
   5. Your Data Upon Termination. Your User Content associated with an applicable Service Plan will remain available for the duration of the Subscription Term and for thirty (30) days thereafter. For thirty (30) days after the service period ends, you may request a copy of your User Content and Solver will provide such copy to you in a format reasonably available to Solver. You agree that after termination or expiration of these Terms, or termination or expiration of any Service Plan, Solver may immediately deactivate your Account(s) associated with the Service Plan, and you will no longer have access to such Account(s) after the Subscription Term has ended.
7. Representations and Warranties.
   1. By Solver. Solver warrants that, during the applicable Subscription Term, the Services will perform in a manner materially consistent with the applicable Documentation and Solver shall not materially decrease the functionality of the Services. If a breach of the foregoing warranty occurs, User shall provide Solver with written notification of the specific way(s) in which the Services do not comply with the warranty and with reasonable information for Solver to create a reproducible test case. If Solver, in its sole discretion, confirms noncompliance, Solver shall use commercially reasonable efforts to correct the foregoing noncompliance promptly. If Solver cannot correct the noncompliance within a commercially reasonable time period (but in no case less than thirty (30) business days), User’s sole remedy shall be to provide Solver a thirty (30) day notice of intent to terminate in accordance with Section 6.3. Notwithstanding the foregoing, this warranty shall not apply to any non-conformity due to a modification of or defect in the Services that is made or caused by or on behalf of anyone other than Solver. THE FOREGOING RIGHTS ARE THE SOLE AND EXCLUSIVE REMEDY OF USER (AND SOLVER’S SOLE LIABILITY) FOR A BREACH OF THE WARRANTY DESCRIBED IN THIS SECTION 7.1. Solver further warrants that, to the best of its knowledge, the Services are free from, and Solver shall not knowingly or intentionally introduce, software viruses, worms, Trojan horses or other code, files, scripts, or agents intended to do harm (“Malicious Code”), provided however, that Solver shall not be in breach of this warranty if User or any third party introduces Malicious Code.
   2. Disclaimers. EXCEPT AS PROVIDED IN THIS ARTICLE 7, SOLVER MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE METHODOLOGIES USED OR THE ACCURACY, TIMELINESS, RELIABILITY OR COMPLETENESS OF ANY OF THE SERVICES. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND WHATSOEVER, INCLUDING WITHOUT LIMITATION, ANY IMPLIED OR EXPRESS WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. ANY RELIANCE ON OR USE BY USER OF THE SERVICES SHALL BE ENTIRELY AT USER’S OWN RISK. SOLVER MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE LEGALITY OR PROPRIETY OF THE USE OF THE SERVICES IN ANY JURISDICTION, STATE OR REGION. USER SHALL BE SOLELY RESPONSIBLE FOR OBTAINING ANY AND ALL NECESSARY LICENSES, CERTIFICATES, PERMITS, APPROVALS OR OTHER AUTHORIZATIONS REQUIRED BY FEDERAL, STATE OR LOCAL STATUTE, LAW OR REGULATION APPLICABLE TO USER’S USE OF THE SERVICES. THIS SECTION 7.2 APPLIES TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW. THE SERVICES ARE OFFERED BY SOLVER FROM ITS FACILITIES IN THE UNITED STATES OF AMERICA. SOLVER MAKES NO REPRESENTATIONS THAT THE SERVICES ARE APPROPRIATE OR AVAILABLE FOR USE IN OTHER COUNTRIES. THOSE WHO ACCESS OR USE THE SERVICES FROM OTHER JURISDICTIONS DO SO AT THEIR OWN RISK AND ARE RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS, INCLUDING BUT NOT LIMITED TO LAWS RELATED TO THE COLLECTION OF DATA FROM YOUR WEBSITE’S VISITORS AND USERS.
8. Limitation of Liability. IN NO EVENT WILL SOLVER BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS, INCLUDING ANY LOSS OF DATA, LOST PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF SOLVER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL SOLVER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS EXCEED THE TOTAL AMOUNTS PAID BY YOU TO SOLVER UNDER THE APPLICABLE SERVICE PLAN GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. YOU ACKNOWLEDGE AND AGREE THAT SOLVER WILL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES ARISING FROM ANY ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SERVICES, ANY THIRD-PARTY PRODUCTS, MATERIALS, OR SERVICES, OR YOUR USE OF, MISUSE OF, OR INABILITY TO USE THE SERVICES OR ANY THIRD-PARTY PRODUCTS, MATERIALS, OR SERVICES. YOU ACKNOWLEDGE AND AGREE THAT SOLVER WOULD NOT HAVE ENTERED INTO THESE TERMS BUT FOR THE LIMITATIONS OF LIABILITY SET FORTH IN THIS ARTICLE 8.
9. Indemnification.
   1. Your Indemnification. USER AGREES TO INDEMNIFY, DEFEND, AND HOLD HARMLESS SOLVER, ITS AFFILIATES AND RESPECTIVE OFFICERS, EMPLOYEES, CONSULTANTS, SHAREHOLDERS AND REPRESENTATIVES FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, DAMAGES, AND/OR COSTS (INCLUDING ATTORNEYS’ AND EXPERT WITNESS FEES, COSTS AND OTHER EXPENSES) ARISING OUT OF OR RELATED TO ANY ACTUAL OR ALLEGED CLAIMS INVOLVING OR RESULTING FROM: (I) VIOLATION OF THESE TERMS OR APPLICABLE LAW, RULE OR REGULATION BY YOU OR ANY PERSON ACCESSING OR USING THE SERVICE BY OR THROUGH YOU; (II) INFRINGEMENT OR MISAPPROPRIATION BY YOU, OR ANY PERSON ACCESSING OR USING THE SERVICE BY OR THROUGH YOU, OF ANY INTELLECTUAL PROPERTY OR PRIVACY OR OTHER RIGHT OF ANY PERSON OR ENTITY (EXCEPT CLAIMS OF INFRINGEMENT OR MISAPPROPRIATION ARISING SOLELY FROM USE OF THE SERVICE AS PROVIDED UNDER THESE TERMS); (III) ACTS OR OMISSIONS OF YOUR AUTHORIZED USER(S), OR ARISING OUT OF OR RELATING TO YOUR RELATIONSHIP WITH ANY OF YOUR AUTHORIZED USER(S); (IV) USER CONTENT IN ANY MANNER; OR (V) YOUR BREACH OR YOUR AUTHORIZED USER’S BREACH OF ANY APPLICABLE PRIVACY OR DATA PROTECTION LAW, RULE OR REGULATION. SOLVER RESERVES THE RIGHT TO CONTROL THE DEFENSE AND ANY SETTLEMENT OF SUCH CLAIM, AND USER SHALL COOPERATE WITH SOLVER IN DEFENDING AGAINST SUCH CLAIM.
   2. Solver Indemnification. SOLVER AGREES TO INDEMNIFY, DEFEND, AND HOLD USER HARMLESS FROM AND AGAINST ALL THIRD PARTY CLAIMS ARISING OUT OF OR RELATED TO AN ALLEGATION THAT USER’S AUTHORIZED USE OF THE SERVICES INFRINGES THE PATENT, TRADEMARK, OR COPYRIGHT OF A THIRD PARTY (“INFRINGEMENT CLAIM”). IN THE EVENT USER NOTIFIES SOLVER OF AN INFRINGEMENT CLAIM, SOLVER SHALL, IN ITS SOLE DISCRETION, EITHER PROCURE FOR USER THE RIGHT TO CONTINUE USING THE INFRINGING PORTION OF THE SERVICE OR MODIFY THE INFRINGING PORTION OF THE SERVICE SO THAT IT IS NO LONGER SUBJECT TO THE INFRINGEMENT CLAIM. IF NEITHER OF THE FOREGOING OPTIONS IS AVAILABLE, SOLVER SHALL, IN ITS SOLE DISCRETION, HAVE THE RIGHT TO TERMINATE THESE TERMS AND WILL REFUND USER THE PRO RATA PORTION OF ANY PRE-PAID BUT UNUSED FEES PAID BY USER FOR THE SERVICE. THE FOREGOING REMEDIES REPRESENT THE EXCLUSIVE REMEDIES OF USER IN THE EVENT OF AN INFRINGEMENT CLAIM.
10. Export Controls. The Services offered herein may not be exported in violation of any laws, (1) into any U.S. embargoed country or (2) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Order. You represent and warrant that you are not located in, under the control of, or a national or resident of any such country, or on any such list.
11. General Terms.
    1. Independent Contractors. You understand and expressly agree that you and Solver are independent contractors and not agents or employees of the other party. Neither you nor Solver has any right, power, or authority to act or create any obligation, express or implied, on behalf of the other party.
    2. Notices. Solver may send notices pursuant to these Terms to the email address associated with your Account, and such notices will be deemed received one day after they are sent. You may send notices pursuant to these Terms to Solver at legal@solverglobal.com and such notices will be deemed received one day after they are sent.
    3. Amendment. Solver may amend these Terms (including any addenda referenced herein) from time to time by posting an amended version at its website and sending you written notice thereof. Such amendment will become effective as of the “Last Updated” legend at the top of the first page. Your continued use of the Service will constitute your agreement to any new provisions within the revised Terms. If you do not agree to the revised terms, then you must stop using the Service immediately.
    4. Force Majeure. Neither party shall be liable for failing or delaying performance of its obligations (except for the payment of money) resulting from any condition beyond its reasonable control, including but not limited to governmental action, acts of terrorism, natural disasters, earthquake, fire, flood, or other acts of God, labor conditions, power failures, and Internet disturbances (each, a “Force Majeure Event”). If a Force Majeure Event causes delays in performance by either party for a period longer than ninety (90) days, these Terms may be terminated in accordance with Section 6.3.
    5. No Waiver. Neither party will be deemed to have waived any of its rights under these Terms by lapse of time or by any statement or representation other than (i) by an authorized representative and (ii) in an explicit written waiver. No waiver of a breach of these Terms will constitute a waiver of any prior or subsequent breach of these Terms.
    6. Assignment and Successors. Neither party may assign these Terms or any of its rights or obligations hereunder without the other party’s express written consent, except that either party may assign these Terms to the surviving party in a merger of that party into another entity following at least thirty (30) days’ prior written notice to the other party in advance of such merger. Except to the extent forbidden in the previous sentence, these Terms will be binding upon and inure to the benefit of the respective successors and assigns of the parties.
    7. Choice of Law and Jurisdiction. These Terms will be governed solely by the laws of the state of California, applicable to agreements executed and to be performed solely within California. The parties hereby submit to the jurisdiction of, and waive any venue objections against, the United States District Court for the Central District of California, Western Division and the Superior and Municipal Courts of the State of California, Los Angeles County in any litigation arising out of or relating to these Terms or its subject matter. Before initiating any legal claim or action (except with respect to equitable relief or non-payment of fees due under these Terms), the parties agree to refer any dispute, controversy or claim arising out of or related to these Terms (collectively, a “Claim”) to members of the parties’ executive management (each such member a “Representative”) for resolution, which referral shall be evidenced by a written notice from either party to the other (the “Referral”). The parties’ Representatives shall meet in person or via conference call within ten (10) business days of such Referral. If the parties have not reached a mutually agreeable resolution of the Claim within ten (10) business days after their initial meeting, or within an additional time period mutually agreed upon, then either party may request that such Claim be submitted to a mediator agreed upon by the parties. The mediator shall assist in attempting to negotiate a resolution of the Claim. The mediation shall be non-binding unless the parties otherwise agree. Unless otherwise agreed by the mediator and parties, the mediation shall be held within twenty-one (21) days of the request for mediation. The parties must attend the mediation and act in good faith to genuinely attempt to resolve the Claim. Any information or documents disclosed by a party under this clause: (i) must be kept confidential; and (ii) may only be used to attempt to resolve the Claim. Each party shall pay its own costs of complying with this Section 11.7 and shall equally share the cost of the mediator.
    8. Equitable Relief. You agree that your breach of the terms and responsibilities under these Terms would cause irreparable harm and significant injury to Solver which would be both difficult to ascertain and for which there is no adequate remedy at law, and that Solver shall be entitled, in addition to any other rights and remedies it may have, to injunctive relief (without the requirement of posting bond), specific performance and other equitable remedies to restrain any threatened, continuing, or further breach, or other equitable relief without prejudice to any other rights and remedies Solver may have under these Terms.
    9. Severability. If any term or provision of these Terms will be held to be invalid, illegal, or unenforceable, the remaining terms and provisions of these Terms will remain in full force and effect, and such invalid, illegal, or unenforceable term or provision will be deemed not to be part of these Terms.
    10. Entire Agreement. These Terms, including any exhibits or addenda referenced herein, set forth the entire agreement of the parties and supersede all prior or contemporaneous writings, negotiations, and discussions with respect to the subject matter hereof. Neither party has relied upon any such prior or contemporaneous communications.
    11. Survival. The following articles and sections will survive the expiration or termination of these Terms for any reason: Sections 1.6, 3.4, 4.4, 4.5, 6.5, 7.2; Articles 5, 8, 9, 10, and 11; and to the extent such sections discuss liability and any limitations thereof, Sections 1.7, 4.1, 4.2, 4.3, and 6.2.

Notwithstanding the foregoing, if Solver and Customer have entered into a separately executed written agreement governing the Services, such agreement shall supersede these Terms to the extent of any conflict. Acceptance of these Terms by an individual user through the Service shall not amend or supersede such separately executed agreement.

Appendix A – Data Processing Addendum (DPA)

1. Purpose

This Data Processing Addendum (this “Addendum”) supplements the terms and conditions in the Terms of Service found above (the “Terms”) as they relate to Solver’s Processing of Personal Data and compliance with Data Protection Law. In the event of a conflict between the Terms and this Addendum, the terms of this Addendum will control with respect to the processing of Personal Data. In the event of a conflict between the terms of this Addendum and the SCCs (as defined herein), the SCCs will prevail.

1. Definitions

Capitalized terms used but not defined in this Addendum have the meaning given in the Terms. Other terms in this Addendum, which are not defined in the Terms or this Addendum, shall have meanings consistent with any corresponding terms in Data Protection Law.

• “Customer” means the company or other legal entity on whose behalf you have entered into the Terms, or if you are an individual entering into the Terms on your own behalf, you.
• “Customer Personal Data” means Personal Data received from, or on behalf of, Customer by Solver in its performance of the Services.
• “Data Protection Law” means any applicable law, rule, regulation, decree, statute, or other enactment, order, mandate or resolution, applicable to Customer or Solver, relating to data security, data protection and/or privacy, including The General Data Protection Regulation (EU) 2016/679 (“GDPR”), The Data Protection Act 2018 in the UK, the California Consumer Privacy Act of 2018, Cal. Civ. Code § 1798.100 et seq., as amended, including by the California Privacy Rights Act, and its implementing regulations (“CCPA”), and other applicable U.S. state comprehensive privacy laws, and any implementing legislation, rule, regulation, and regulatory guidance, as amended, extended, repealed and replaced, or re-enacted.
• “Personal Data” means any information relating to an identified or identifiable natural person (“Data Subject”). An identifiable natural person is one who can be identified, directly or indirectly, in particular by referencing an identifier such as a name, an identification number, location data, an online identifier, or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that natural person.
• “Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Personal Data, whether transmitted, stored, or otherwise Processed.
• “Processing” means any operation or set of operations that is performed on Customer Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination, or otherwise making available, alignment or combination, restriction, erasure, or destruction. “Process” and “Processed” will have a corresponding meaning.

1. Obligations of Solver
   • Without limiting Solver’s obligation to comply with the Data Protection Law, Solver, in its capacity as a data processor or sub-processor of Customer Personal Data will:
     • Process Customer Personal Data only on documented instructions from Customer, including with regard to transfers of Customer Personal Data to a third country or an international organization, unless otherwise required by applicable Data Protection Law to which Solver is subject. In such case, Solver will inform Customer of that legal requirement before Processing, unless prohibited by law or on important grounds of public interest;
     • Ensure that persons authorized to Process the Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
     • Implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk of the Processing, including measures required pursuant to applicable Data Protection Law ;
     • Upon request from Customer and taking into account the nature of the Processing, assist Customer by appropriate technical and organizational measures, insofar as this is possible, for the fulfillment of Customer’s obligation to respond to requests for exercising the Data Subject’s rights laid down in Data Protection Law (including Chapter III of the GDPR and corresponding legal requirements in the U.K.);
     • Upon request from Customer, reasonably assist Customer in ensuring compliance with data security, Personal Data Breach, data protection impact assessments, and engaging in legally required consultations with a competent supervisory authority, pursuant to applicable Data Protection Law (including Articles 32 to 36 of the GDPR and corresponding legal requirements in the U.K.), taking into account the nature of Processing and the information available to Solver;
     • At the choice of Customer, promptly delete or return all the Customer Personal Data to Customer after the end of the provision of Services relating to the Processing, and delete existing copies unless applicable law requires storage of the Customer Personal Data or deletion is not feasible;
     • Without limiting any of Customer’s existing audit rights under the Terms (if any), make available to Customer information reasonably necessary to demonstrate compliance with Data Protection Law (including the obligations laid down in Article 28 of the GDPR and corresponding legal requirements in the U.K.) and allow for and contribute to annual audits, conducted by Customer or another auditor mandated by Customer, provided that: (i) Customer shall bear the costs for each annual audit initiated by Customer; and (ii) each party shall always bear its own costs in relation to audits initiated by a competent supervisory authority; and
     • Immediately inform Customer if, in its opinion, an instruction infringes Data Protection Law.
   • The subject matter of the Processing is described in Schedule A of this Addendum. Customer’s instructions relating to the Processing will be documented in the Terms or another written agreement signed by the parties’ authorized representatives, which may include a Service Plan.
   • Customer shall ensure that its instructions to Solver comply with applicable Data Protection Law, including any legal obligations applicable to Customer and Solver.
   • Customer agrees that Solver may engage third party sub-processors to Process Personal Data in accordance with this Section.
     • Customer hereby authorizes Solver to appoint the sub-processors that Solver has engaged as of the Effective Date. A list of current sub-processors is available upon written request.
     • Solver shall provide Customer prior notice of any additional or replacement sub-processors. After being notified, Customer must notify Solver within ten (10) business days of any reasonable objection it has to such sub-processors’ Processing of Personal Data. Failure to notify Solver within this timeframe will constitute approval of such sub-processors.
     • In the event Customer provides reasonable objection pursuant to this Addendum, Solver will use commercially reasonable efforts to address Customer’s concerns, which may include making a change in the Service or Customer’s configuration to avoid Processing of Personal Data by such sub-processor. If Solver is unable to make available such change within a reasonable period of time or to otherwise address the grounds for Customer’s objections, which shall not exceed one hundred eighty (180) days, Customer may terminate the Terms or Service Plans under the Terms in respect only to those Services which cannot be provided by Solver without the use of the objected-to sub-processor, in accordance with the Terms. In such event, Customer shall receive a pro rata refund of any prepaid fees for the period following the effective date of termination solely with respect to such terminated Services.
     • In the event Solver engages sub-processors under the Terms, Solver shall place the same or similar obligations as those in this Addendum on such sub-processors or other obligations required by Data Protection Law. Solver shall remain responsible to Customer for such sub-processors’ performance of their obligations arising out of the Terms, subject to the terms and limitation of liability set forth in the Terms.
   • Solver will notify Customer without undue delay and, where feasible, no later than seventy-two (72) hours after becoming aware of a Personal Data Breach.
   • Where Customer faces an actual or potential claim arising out of or related to a violation of any Data Protection Law (e.g., Article 82 of the GDPR or corresponding legal requirements in the U.K.) concerning the Services, Solver will promptly provide all materials and information reasonably requested by Customer that are available to Solver and relevant to the defense of such claim and the underlying circumstances concerning the claim.
   • Solver will comply with Data Protection Law.
   • To the extent applicable in connection with Solver’s processing activities, transfers of Personal Data out of the European Economic Area shall be governed by the EU Standard Contractual Clauses (“SCCs”), the terms of which are hereby incorporated herein. In furtherance of the foregoing, Customer and Solver agree that:
     • Customer will act as the data exporter and Solver will act as the data importer under the SCCs.
     • Module 2 of the SCCs will apply.
     • For purposes of Annex I to the SCCs, the categories of data subjects, data, special categories of data (if appropriate), and the processing operations shall be as set out in Schedule A, Part B.
     • For purposes of Annex II to the SCCs, the technical and organizational measures shall be as set out in Schedule A, Part C.
     • The optional docking clause in Clause 7 of the SCCs shall be included.
     • The audits described in Clause 8.9 of the SCCs shall be performed in accordance with this Section 3.
     • This Section 3 shall be interpreted to include the procedures for Solver’s general authorization to appoint subprocessors under Clause 9(a)(Option 2) of the SCCs,
     • The optional language in Clause 11(a) of the SCCs shall not be included.
     • For Clause 13 of the SCCs, the following language shall apply: The supervisory authority with responsibility for ensuring compliance by the data exporter with the GDPR shall act as competent supervisory authority;
     • Option 1 of Clause 17 of the SCCs shall apply, and the SCCs will be governed by the law of the Member State of the supervisory authority with responsibility for ensuring compliance by the data exporter with the GDPR; and
     • Any dispute arising from the SCCs shall be resolved by the courts of the Member State of the supervisory authority with responsibility for ensuring compliance by the data exporter with the GDPR.
   • To the extent applicable in connection with Solver’s processing activities, transfers of Personal Data out of the United Kingdom shall be governed by the UK Addendum to the SCCs (“UK Addendum”), the terms of which are hereby incorporated herein. In furtherance of the foregoing, Customer and Solver agree that Tables 1 through 4 of the UK Addendum shall be satisfied by the following information:
     • Table 1: Reference to Table 1 shall be satisfied by the information in Schedule A, Part A.
     • Table 2: For Table 2, the version of the SCCs shall be the Controller to Processor module.
     • Table 3: Reference to Table 3 shall be satisfied by the information in Schedule A.
     • Table 4: For Table 4, the Exporter and Importer shall have the rights outlined in Section 19 of the UK Addendum.
2. California Specific Provisions
   • This Section 4 is applicable to California businesses only and is intended to provide guidance on Solver’s compliance with Cal. Civ. Code § 1798.100 et. seq., otherwise known as the “California Consumer Privacy Act of 2018” or “CCPA” in the performance of Services. Capitalized terms used throughout this Section but undefined elsewhere shall have their respective meanings under CCPA. In performing the Services, Solver operates as Customer’s service provider under the CCPA. As Customer’s service provider, Solver processes certain personal information, in accordance with Customer’s instructions, to fulfill a legitimate business purpose for Customer outlined in the Terms and applicable Service Plans. The parties acknowledge that Solver has not and will not receive any monetary or other valuable consideration in exchange for its receipt of personal information, and that any consideration paid by Customer to Solver under the Terms relates only to Solver’s provision of the Services. Solver shall not (a) sell or share (as such terms are defined under the CCPA) personal information; (b) retain, use, or disclose personal information for any purpose other than for the specific purpose of performing the Services, including retaining, using, or disclosing personal information for a commercial purpose other than providing the Services; (c) retain, use, or disclose personal information outside of the direct business relationship between Customer and Solver; or (d) combine the personal information with any other personal information, except as permitted under the CCPA. To the extent Solver receives a request from a Consumer to exercise a data privacy right under the CCPA related to personal information processed by Solver on Customer’s behalf, Solver will direct the request to Customer and follow the instruction from Customer. Solver will not respond directly to a Consumer request relating to personal information processed on Customer’s behalf, except to refer the Consumer to Customer.

Schedule A

1. List of Parties
2. Details of Processing

Data exporter(s):

Data importer(s):

Solver will implement and maintain the security measures set out in this Addendum. Solver reserves the right to revise these security measures at any time, without notice, so long as such revisions do not materially reduce the protection provided for Personal Data that Solver processes in the course of providing the Services.

• Organizational management and staff responsible for the development, implementation and maintenance of Solver’s information security controls. Executive leadership is involved in reviewing and approving all security policies.
• Audit and risk assessment procedures for the purposes of periodic review and assessment of security risks to Solver’s organization, monitoring compliance with Solver’s policies and procedures, and reporting the condition of its information security and compliance to internal senior management.
• Logical separation of data, restricted (e.g., role-based) access and monitoring, and utilization of commercially available and industry standard encryption technologies for Personal Data.
• Personal Data is encrypted in transit using Transport Layer Security. TLS is active on all accounts by default and cannot be disabled by end users. Personal Data (including backups) is encrypted at rest with Advanced Encryption Standard (AES).
• Logical access controls designed to manage electronic access to data and system functionality based on authority levels and job functions.
• User IDs and password configuration requirements have been established that are designed to prevent unauthorized access to production systems.
• Solver’s production resources are hosted in Microsoft Azure. Physical and environmental security is handled entirely by Microsoft and its vendors. Microsoft has provided a list of compliance and regulatory security assurances, including representations of SOC 2 and HIPAA compliance.
• Operational procedures and controls to provide for application deployment and change management, capacity management, and separation of development, testing and production.
• Incidents are handled in accordance with Solver’s incident response plan. Designated personnel are responsible for managing the response process in accordance with the incident response plan, completing investigations, mitigation, and coordinating any external communications that may be necessary.
• Solver implements vulnerability assessment and threat protection technologies and scheduled monitoring procedures to identify, assess, mitigate and protect against identified security threats, viruses and other malicious code.
• Business continuity and disaster recovery procedures designed to maintain service and/or recovery from foreseeable emergency situations or disasters.

Appendix B – Solver Availability and Support Service Level Agreement

This Service Level Agreement (“SLA”) supplements and is incorporated into the Terms of Service to which it is attached as Appendix B (the “Terms”) and describes Solver’s availability and support service level policies for use of the Services under the Terms. This SLA becomes effective on the Effective Date (as defined in the Terms) and remains effective during the Term. Capitalized terms used but not defined in this SLA shall have the meanings assigned to them in the Terms.

Service Availability. During the Term, Solver shall maintain a Service Availability percentage at or above 99% for a given calendar month (“Uptime Target”) (the “Service Availability Percentage”). “Service Availability” means the ability to login and make beneficial use of the Services in accordance with the Documentation. User’s sole and exclusive remedy for Solver’s failure to meet the Uptime Target in a month (each an “Availability Failure”) is as follows: (a) for the second month of an Availability Failure in a rolling six (6) month period, User will be eligible for a credit of five percent (5%) of User’s monthly Fees for the applicable month (if paying annually, calculated based on the monthly prorated amount for the then-applicable annual term); and (b) for the third or more months of an Availability Failure in a rolling six month period, User will be eligible for a credit of ten percent (10%) of User’s monthly Fees for the applicable month (if paying annually, calculated based on the monthly prorated amount for the then-applicable annual term). User may claim a credit by providing notice of the Availability Failure to Solver and requesting the credit in writing within fourteen (14) days after the Availability Failure occurs. Solver shall apply credited amounts only to future fees due, if any, under the applicable Service Plan upon Solver’s verification of the Availability Failure and User’s eligibility for a credit.

The Service Availability Percentage is calculated monthly as follows: Service Availability Percentage = (Actual Service Availability / Planned Service Availability) * 100

“Actual Service Availability” means total minutes of Planned Service Availability in a calendar month minus minutes of unavailability for any reason other than Permitted Outages.

“Planned Service Availability” means total minutes in a calendar month minus minutes of Permitted Outages.

“Permitted Outages” means unavailability due to:

1. Scheduled maintenance, which will not exceed ten (10) hours per week and will occur on weekends beginning Friday evening in the local Azure region, or at another time with at least two (2) days’ prior written notice.
2. Emergency maintenance, required to address events outside Solver’s reasonable control that could not have been anticipated and require prompt action to protect the integrity or security of User Content, Confidential Information, or the Services.
3. General Internet failures or disruptions in third-party infrastructure or hosting environments outside of Solver’s reasonable control.

Support. Subject to User’s compliance with the Terms and the support technical and maintenance policy found here: https://support.solverglobal.com/hc/en-us/articles/360051250311-FAQ-All-Info-Solver-Technical-Support-and-Maintenance-Policy, Solver shall respond to support requests and shall use commercially reasonable efforts to promptly resolve each request. User may submit support cases to Solver through the following channels: https://support.solverglobal.com/

Solver reserves the right to update support policies from time to time.