TERMS AND CONDITIONS OF SALE

CINCINNATI TIME RECORDER, INC. (d/b/a CTRNY)

Effective Date: October 1, 2026

The following are the terms and conditions (“Terms”) upon which Cincinnati Time Recorder, Inc., a New York corporation doing business as CTRNY (“Company”), sells and licenses equipment and software and provides services, including hosted, cloud-based and artificial-intelligence-enabled services (collectively, the “Product”), to a purchaser (“Purchaser”). Each Order Form, together with these Terms and any documents specifically referenced herein (collectively the “Agreement”), is the complete and exclusive agreement between Company and Purchaser. A contract is formed on the earlier of (a) the date Purchaser executes the Order Form or (b) Purchaser’s first access to or use of any Product after receiving these Terms (the “Effective Date”). No terms in Purchaser’s purchase order, portal click-wrap, vendor onboarding form, or any other writing purporting to vary the Agreement are binding on Company unless an authorized officer of Company agrees in a writing that expressly amends these Terms. All equipment, software, supplies, services, and prices shall be specified in the Order Form attached as Appendix A (the “Order Form”) and any proposal incorporated by reference therein.

NOTICE. THESE TERMS BIND PURCHASER AND ALL OF PURCHASER’S EMPLOYEES, CONTRACTORS, AND OTHER USERS. BY SIGNING AN ORDER FORM, CLICKING TO ACCEPT, OR USING ANY PRODUCT, PURCHASER REPRESENTS THAT IT HAS READ AND AGREES TO THESE TERMS AND THAT THE PERSON ACCEPTING HAS AUTHORITY TO BIND PURCHASER.

1. PRICES; TAXES; AUTO-RENEWAL.

1.1 Prices and charges in the Agreement are exclusive of all federal, state, municipal, and other governmental taxes, excise, sales, use, value-added, gross-receipts, and export/import duties. Purchaser is responsible for all such amounts other than taxes on Company’s net income. If Company is required to collect or remit any tax, Company may invoice it. Purchaser shall indemnify Company for taxes, interest, and penalties arising from Purchaser’s failure to pay or to provide a valid exemption certificate. Purchaser must notify Company in writing within fifteen (15) days after an invoice if Purchaser contends a tax amount is incorrect; after that period Company may charge reasonable accounting costs to correct the invoice.

1.2 Unless otherwise noted in the Order Form, quoted prices are firm for thirty (30) days from the quote date.

1.3 SaaS subscriptions, hosted solutions, and artificial-intelligence-enabled services (including the Perigee Cloud Services) are billed on a recurring basis and automatically renew for successive periods equal to the then-current billing cycle unless cancelled as provided in this Section. To cancel a subscription, Purchaser must give written notice at least thirty (30) days before the next billing date. A notice received fewer than thirty (30) days before the next billing date takes effect at the end of the following billing cycle. Fees for a then-current period are non-refundable except as expressly stated in the Agreement. Company may increase recurring fees effective at the start of a renewal term by giving at least thirty (30) days’ prior written notice.

1.4 If any automatic-renewal or cancellation statute applicable to Purchaser as a consumer or small business requires a different notice method or timing, Company will comply with that statute to the extent it cannot be waived, and the remainder of this Section continues to apply.

2. SECURITY INTEREST.

Purchaser grants Company a purchase-money security interest in all goods shipped under the Agreement and in the proceeds thereof until Company has received full payment. Company may file a UCC-1 financing statement pursuant to the Uniform Commercial Code as enacted in New York (“UCC”) and any other document reasonably necessary to perfect that interest without Purchaser’s further signature. Upon default, the entire unpaid balance becomes immediately due, Company may reclaim the goods to the fullest extent permitted pursuant to the UCC, and Company may retain deposits as liquidated rental and restocking charges, which the parties agree are a reasonable estimate of Company’s damages and not a penalty. Purchaser shall not sell (except in the ordinary course of business), mortgage, pledge, or lease the goods or Products without Company’s prior written consent. Upon full payment, Company’s security interest is released and Company shall, upon prior written request by Purchaser, file a UCC termination statement.

3. PAYMENT TERMS; SUSPENSION; COLLECTIONS.

3.1 Unless otherwise noted in the Order Form, payment for non-subscription Products is due fifty percent (50%) on the Effective Date and fifty percent (50%) upon delivery. Company may require cash on delivery or stop goods in transit if, in Company’s commercially reasonable judgment, doubt arises as to Purchaser’s credit or ability to pay. Unless otherwise specified, Company’s cash terms require full payment of outstanding balances upon delivery, whether or not installation or training is complete. Pro-rata payments determined in good faith by Company are due for partial shipments. If Purchaser causes delay, Company may treat the scheduled shipment date as the delivery date for payment. Product not shipped because of Purchaser shall be held at Purchaser’s cost and risk, and Purchaser shall pay reasonable storage and insurance.

3.2 Past-due amounts accrue a finance charge of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less, beginning thirty (30) days after the invoice date. The finance charge applies to partial non-payments whether or not disputed, except amounts that Company later determines in writing were billed in error.

3.3 Recurring subscriptions require payment by ACH within ten (10) days of invoice. If Purchaser pays by any method other than ACH, Company may charge its then-current non-ACH processing fee stated on the Order Form or invoice (and if none is stated, a minimum of $20.00).

3.4 If any undisputed amount is more than ten (10) days past due, Company may, after written notice, suspend delivery, support, hosted access, and Perigee Cloud Services until paid. Suspension does not constitute a breach by Company or a waiver of amounts due. Purchaser remains liable for fees during any suspension caused by Purchaser’s nonpayment.

3.5 Purchaser shall pay Company’s reasonable costs of collection, including attorneys’ fees, whether or not an action is commenced, to the extent permitted by New York law.

4. PURCHASER RESPONSIBILITY.

4.1 Purchaser is solely responsible for compliance with all federal, state, and local wage-and-hour, overtime, break, minimum-wage, predictive-scheduling, paid-leave, paid-sick-leave, child-labor, and related labor laws applicable to Purchaser’s workforce, including the Fair Labor Standards Act and the New York Labor Law. Company does not represent that programming of time and attendance systems will itself cause Purchaser to comply with those laws. Company configures systems according to rules and policies Purchaser supplies. Any violation of law concerning reporting time, break time, accumulation of time, minimum wage, overtime, or similar subjects is solely Purchaser’s responsibility. Output of the Product, including AI Output under Section 13, is not legal or payroll advice, and Company assumes no liability in connection therewith. Purchaser should seek opinion of legal and accounting advisors in connection with the output of the Product, including AI Output.

4.2 Before delivery, Purchaser shall prepare each installation site to Company’s specifications, including space for service personnel, ventilation, temperature and humidity, a dedicated three-wire circuit with isolated ground for each unit or group of units, and properly configured computers and networks. Company is not responsible for damage caused by inadequate site conditions. Certain hardware products require ongoing monthly fees as stated on the Order Form.

4.3 Initial training will be provided at the costs and for the duration stated in the Order Form, or if not stated, for the time Company reasonably determines is necessary. Later training is Purchaser’s responsibility and, if provided by Company, is billed at then-current rates. New personnel must complete required training before receiving support.

4.4 Purchaser shall provide required information, approvals, and acceptances on a timely basis. Project lapses of more than six (6) months may incur additional charges at then-current rates.

4.5 Purchaser represents and warrants that it will use the Product in accordance with all applicable international, United States federal, state, and local laws regulating collection, use, disclosure, and storage of private, confidential, personal, and biometric data, whether now existing or later enacted (collectively, “Applicable Law”), including without limitation the New York SHIELD Act, other state data-security and breach-notification statutes, and, if applicable, the California Consumer Privacy Act as amended by the CPRA and similar Federal or state data privacy, data protection or breach notification laws. Purchaser will not collect, use, disclose, destroy, store, or maintain private, confidential, personal, or biometric data in violation of Applicable Law. Purchaser shall indemnify, defend, and hold harmless Company, its affiliates, and their respective equityholders, officers, directors, employees, agents, and representatives from claims, allegations, actions, judgments, orders, damages, fines, penalties, and expenses (including reasonable attorneys’ fees) arising from Purchaser’s violation of Applicable Law or of this Section 4.5.

5. CANCELLATION AND RETURNS.

Orders may be cancelled only with Company’s written consent and upon payment of reasonable cancellation charges. If Company required a deposit, that deposit is deemed a reasonable cancellation charge by Company. The Product may be returned only if authorized in writing by Company. Purchaser shall pay the cost of restoring the returned Product to saleable condition, Company’s related sales expenses, a restocking charge, and transportation fees. Customizations requested after the Effective Date are governed by separate terms or, at Company’s option, treated as a cancellation. Except as required by a non-waivable consumer statute, all sales of software, subscriptions, and custom configuration are final.

6. SHIPPING AND DELIVERY; RISK OF LOSS; FORCE MAJEURE.

6.1 Unless Purchaser specifies otherwise in writing on the Effective Date and Company agrees in writing: (i) Product will be packed as Company deems proper for normal handling, and extra protection is extra-cost; and (ii) routing and carrier are at Company’s discretion and may be insured at Purchaser’s expense at invoice value. On F.O.B. shipments from Company’s facility, delivery to the initial carrier is delivery to Purchaser, title (subject to Section 2) and risk of loss pass at that time, and claims for in-transit loss or damage must be made against the carrier by Purchaser.

6.2 Delivery, shipment, and installation dates are estimates only and, unless otherwise specified, run from Company’s receipt of complete technical data and approved drawings. Company is not liable for delay caused by events beyond its reasonable control, including carrier delay, labor dispute, shortage, lockout, strike, fire, weather, accident, failure to obtain materials or facilities, acts of third parties, governmental act, war, terrorism, epidemic, cyber incident or denial-of-service attack not caused by Company’s gross negligence, failure of Purchaser’s computers or networks, supplier’s failure, communication-line failure, or inadequate site conditions. Estimated dates are extended for the duration of the event plus a reasonable restart period. If such an event continues more than ninety (90) days, either party may terminate the affected Order Form without liability other than payment for Product delivered or services performed.

7. LIMITED WARRANTY.

7.1 Equipment Warranty. Company warrants that Products consisting entirely of mechanical equipment will be free from defects in materials and workmanship for one (1) year from the date of shipment, and that Products including mechanical and electronic parts will be free from such defects for ninety (90) days from the date of shipment. Company’s sole obligation is to repair, replace, or credit, at Company’s option, any component Company determines to be defective. Warranty work may be performed at a Company facility, at Purchaser’s site, or by telephone during ordinary business hours. Return freight to a Company facility is prepaid by Purchaser.

7.2 Software and Hosted Services. All software, hosted services, and the Perigee Cloud Services described in Section 13 are provided “AS IS” and “AS AVAILABLE.” Company makes no warranty as to uninterrupted, error-free, or particular performance.

7.3 Conditions. The warranties in this Section 7 require prompt written notice of defects and normal and proper use. They do not apply to equipment installed, repaired, or altered after shipment by anyone other than Company’s authorized personnel, or maintained by others. Purchaser acknowledges that the Product requires periodic maintenance and that failure to maintain it may void the warranty. No warranty is given for electronic, vacuum or gauge tubes, batteries, lamps, or ribbons.

7.4 DISCLAIMER. THE WARRANTIES IN THIS SECTION 7 ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OF IMPLIED WARRANTIES; IN THOSE JURISDICTIONS COMPANY’S WARRANTY IS LIMITED TO THE MINIMUM PERIOD AND SCOPE PERMITTED BY LAW. COMPANY SHALL HAVE NO LIABILITY EXCEPT AS SET FORTH IN SECTIONS 7 AND 8.

8. LIMITATION OF REMEDIES AND DAMAGES.

8.1 For performance or nonperformance of the Product, Purchaser’s exclusive remedy is as set forth in Section 7, and for Perigee Cloud Services as set forth in Section 13.

8.2 COMPANY’S AGGREGATE LIABILITY FOR ALL CLAIMS OR LOSSES ARISING OUT OF OR RELATED TO THE AGREEMENT, REGARDLESS OF THEORY (CONTRACT, TORT INCLUDING NEGLIGENCE, STRICT LIABILITY, STATUTE, OR OTHERWISE), SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY PURCHASER TO COMPANY FOR THE SPECIFIC PRODUCT GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY. IF NO AMOUNTS WERE PAID IN THAT PERIOD, LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID FOR THAT PRODUCT IN THE THEN-CURRENT BILLING PERIOD.

8.3 Purchaser shall indemnify Company against expense or loss arising from faulty or negligent installation by Purchaser or Purchaser’s installers, or from failure to install according to written instructions of the manufacturer or Company.

8.4 Purchaser is solely responsible for backing up its data. Purchaser shall indemnify Company against consequences of loss or corruption of data, whether or not caused by a malfunction of the Product. The Perigee Cloud Services are not a backup service or system of record. Any copy of Purchaser Data held there does not relieve Purchaser of this responsibility.

8.5 IN NO EVENT SHALL COMPANY BE LIABLE FOR DAMAGES CAUSED BY PURCHASER’S FAILURE TO PERFORM ITS OBLIGATIONS. IN NO EVENT SHALL COMPANY BE LIABLE FOR LOST PROFITS, LOST REVENUE, LOST DATA, COST OF SUBSTITUTE SERVICES, BUSINESS INTERRUPTION, OR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

8.6 The limitations in this Section 8 apply to the maximum extent permitted by law and allocate risk that is reflected in the prices charged. They do not limit Purchaser’s payment obligations, Purchaser’s indemnification obligations, or liability that cannot be limited under applicable law (including, where non-waivable, liability for Company’s own willful misconduct or fraud). Nothing in the Agreement excludes liability to a third party who is not a party; rather, Purchaser shall indemnify Company against third-party claims to the extent arising from Purchaser’s use of the Product, Purchaser Data, or Purchaser’s breach.

8.7 No claim may be brought more than one (1) year after the cause of action accrued, except for claims for nonpayment, indemnification, or misuse of Company’s intellectual property.

9. DISPUTE RESOLUTION; ARBITRATION; CLASS-ACTION WAIVER.

9.1 The parties shall first attempt in good faith to resolve any dispute by written notice and a conference of business representatives within fifteen (15) days after notice.

9.2 Except for the actions described in Section 9.4, any controversy or claim arising out of or relating to the Agreement, its validity, construction, performance, or breach, shall be resolved by confidential, binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect. The seat of arbitration is Suffolk County, New York. The language is English. There shall be one arbitrator if the amount in controversy is less than Two Hundred Fifty Thousand Dollars ($250,000) and three arbitrators otherwise. The arbitrator(s) may award the prevailing party reasonable attorneys’ fees and costs. Judgment on the award may be entered in any court of competent jurisdiction.

9.3 CLASS AND COLLECTIVE ACTION WAIVER. TO THE MAXIMUM EXTENT PERMITTED BY LAW, DISPUTES MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY ONLY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OF MORE THAN ONE PERSON OR PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING UNLESS ALL PARTIES CONSENT IN WRITING.

9.4 Either party may seek provisional or injunctive relief in the state or federal courts located in Suffolk County, New York, to protect intellectual property, confidential information, or the security interest in Section 2, without first arbitrating. The parties consent to exclusive personal jurisdiction and venue in those courts for such actions and for any action to compel arbitration or confirm an award. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL TO THE MAXIMUM EXTENT PERMITTED BY NEW YORK LAW.

9.5 This Section 9 is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. If the class-action waiver is found unenforceable as to a particular claim, that claim shall proceed in court under Section 9.4 and not in arbitration, and the remainder of this Section remains in force.

10. PATENT AND COPYRIGHT INDEMNIFICATION.

Company shall defend, at its expense, any claim brought against Purchaser alleging that Product manufactured by Company or its suppliers and sold hereunder infringes a United States patent or copyright, and shall pay costs and damages finally awarded, not to exceed the amounts paid to Company for the allegedly infringing Product, provided Purchaser gives prompt written notice, tenders control of the defense and settlement to Company, and reasonably cooperates. Company may obtain a license, replace or modify the Product to be non-infringing, or credit the Product as depreciated and accept its return. Company has no obligation if the claim arises from combination with items not furnished by Company, from modification not made by Company, from use after Company has offered a non-infringing alternative, or from compliance with Purchaser’s designs or specifications. Purchaser shall indemnify Company against claims arising from manufacture or modification according to Purchaser’s design or specifications. This Section states Company’s entire liability for intellectual-property infringement.

11. PROPRIETARY RIGHTS; LICENSE.

11.1 All documentation, schematics, prints, drawings, technical data, software, models, prompts, schemas, report definitions, and other materials contained in the Product remain the exclusive property of Company or its suppliers. Purchaser receives only a limited, non-exclusive, non-transferable, non-sublicensable license to use software and hosted services included in the Product solely for Purchaser’s internal business operations during the paid term, in accordance with the Agreement and documentation. Purchaser shall not copy (except for reasonable backup), modify, reverse engineer (except to the limited extent a statute prohibits waiver), rent, or use the Product to provide a service bureau or competing service.

11.2 Unless specifically agreed in a writing signed by an authorized officer of Company, neither Purchaser nor its representatives may examine or audit Company’s cost accounts, books, or records.

12. TIME AND ATTENDANCE SERVICES (AOD AND OTHER VENDORS).

12.1 Company provides access to Attendance on Demand, a proprietary time and attendance solution hosted by Attendance on Demand, Inc. (collectively, “AOD”), and may provide access to other vendors identified on the Order Form (“Other Vendors”) that perform time and attendance functions (“Time & Attendance Services”).

12.2 Purchaser agrees that: (i) it is solely responsible for its use of the Time & Attendance Services and uses them at its own risk; (ii) anyone with Purchaser’s credentials can access those services and Purchaser must protect those credentials; and (iii) Purchaser is solely responsible for loss of information, data, or programs and for security breaches, viruses, and harmful code that Purchaser may experience from such use.

12.3 If Purchaser uses a third-party service provider (“Service Provider”), including payroll companies or integration providers identified on the Order Form, Purchaser consents that Company, AOD, and/or Other Vendors may share Purchaser’s information with such Service Providers for payroll or other requested services. Purchaser acknowledges that the Perigee Cloud Services use a separate repository. Purchaser remains responsible for the accuracy and completeness of information provided to or obtained by AOD, Other Vendors, and Company. Third-party sites have their own privacy policies. Copying of Purchaser Data into the Perigee Cloud Services is governed by Section 13.

12.4 By using the Time & Attendance Services, Purchaser agrees to AOD’s Terms & Conditions (https://attendanceondemand.com/terms-conditions.html) and Privacy Policy (https://attendanceondemand.com/privacy-policy.html), which are incorporated by reference and may be amended by AOD. If access to an Other Vendor is provided, Company will identify that vendor’s terms and privacy policy, and use constitutes agreement to them. Company is a third-party beneficiary of those terms as necessary to enforce restrictions that protect Company. Personal Data submitted to AOD or an Other Vendor is processed under that party’s privacy policy, which may include transfer to the United States and other countries.

12.5 Company does not guarantee access at any particular time, during maintenance, or the security of the Time & Attendance Services. The Perigee Cloud Services are separate and are governed by Section 13.

13. PERIGEE CLOUD AND AI-ENABLED SERVICES.

13.1 Applicability and Definitions. This Section 13 applies in addition to the rest of these Terms if Purchaser orders, accesses, or uses the Perigee Cloud Services. “Perigee Cloud Services” means Company’s hosted data, reporting, integration, and artificial-intelligence services currently marketed as “Perigee Cloud,” including the AI chat assistant for Attendance on Demand, any Model Context Protocol (“MCP”) server or connector, the associated data warehouse and report writer, and any successor. “Purchaser Data” means information obtained from Purchaser’s AOD account or any other connected system, or otherwise submitted by or for Purchaser, including employee names and identifiers, contact information, schedules, punches and other time records, hours, pay rates and designations, accrual and leave balances, workgroup assignments, and edit history. “AI Features” means features that use machine-learning or generative models. “Input” means prompts or other content submitted to the AI Features. “Output” means content generated by the AI Features. “Cloud Provider” means Microsoft Corporation and its affiliates as operator of Microsoft Azure, and any successor or additional hosting provider. “AI Provider” means any third party whose models operate the AI Features, currently Anthropic, PBC, and any successor or additional provider.

13.2 Consent to Copying and Third-Party Cloud Storage. BY ORDERING, ACCESSING, OR USING THE PERIGEE CLOUD SERVICES, PURCHASER EXPRESSLY CONSENTS THAT COMPANY WILL EXTRACT PURCHASER DATA FROM PURCHASER’S AOD ACCOUNT AND WILL COPY, STORE, AND PROCESS THAT DATA OUTSIDE OF AOD, IN A CLOUD ENVIRONMENT OWNED AND OPERATED BY A THIRD PARTY (MICROSOFT AZURE) AND NOT BY COMPANY OR AOD. Purchaser: (a) authorizes Company, as Purchaser’s agent and service provider, to access Purchaser’s AOD account through APIs, credentials, or other means and to retrieve Purchaser Data on a recurring basis; (b) acknowledges that copies will be stored in databases, object storage, and backups hosted by the Cloud Provider in data centers located in the United States; (c) acknowledges that Purchaser Data in the Perigee Cloud Services is separate from the AOD account and is not governed by AOD’s terms or privacy policy; (d) acknowledges that Purchaser Data and Inputs will be transmitted to AI Providers as needed to generate Output; (e) acknowledges that copies are refreshed periodically, may not reflect the latest AOD changes, and that AOD remains the sole system of record; and (f) grants Company a non-exclusive, irrevocable, sub-licensable, worldwide, royalty-free license to host, copy, store, process, transmit, and display Purchaser Data and Inputs solely as needed to provide, secure, support, and improve the Perigee Cloud Services. Cloud Provider and AI Providers act as Company’s subcontractors. Purchaser also gives this consent and license for the benefit of AOD, authorizes AOD to make Purchaser Data available to Company, agrees Company may provide this consent to AOD, agrees AOD may rely on it and is a third-party beneficiary of it, and agrees AOD has no responsibility for Purchaser Data once copied outside of AOD. Purchaser shall sign any further written confirmation reasonably requested.

13.3 Authority, Notices, and Consents. Purchaser represents that: (a) it has all rights, authority, and consents necessary to authorize the extraction, copying, storage, and processing described in this Section 13; (b) it has provided all notices to, and obtained all consents from, employees and other individuals whose information is included in Purchaser Data, to the extent required by Applicable Law (including biometric, monitoring, and automated-decision laws); and (c) its use will comply with Applicable Law. As between the parties, Purchaser is the owner and controller (or “business”) of Purchaser Data and Company acts solely as Purchaser’s service provider (or “processor” / “service provider” under applicable privacy laws). Company will process Purchaser Data only on Purchaser’s documented instructions as set out in this Agreement and the Order Form, and will require subcontractors to protect Purchaser Data in a manner consistent with this Section. The Perigee Cloud Services are not intended to store biometric templates or identifiers, protected health information, Social Security numbers, or bank or payment-card numbers, and Purchaser shall not submit such data.

13.4 Security; Breach Notice. Company will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Purchaser Data, including encryption in transit and at rest and logical separation of each Purchaser’s data, consistent with New York General Business Law § 899-aa and § 899-bb (SHIELD Act) and other applicable U.S. Federal or state data privacy, data security or breach notification statutes. Purchaser acknowledges that no method of storage or transmission is completely secure, that Company does not control the facilities of the Cloud Provider or AI Providers, and that Company does not guarantee security. If Company determines that an unauthorized person has acquired Purchaser Data held in the Perigee Cloud Services in a manner requiring notice under Applicable Law, Company will notify Purchaser without unreasonable delay and in any event in time to allow Purchaser to meet its statutory deadlines, and will provide information reasonably available to Company that Purchaser needs to meet those obligations. Purchaser, not Company, is responsible for notices to individuals and regulators except where Applicable Law independently requires Company to notify.

13.5 No Training on Purchaser Data. Company will not use Purchaser Data or Inputs to train generative models and will use commercially reasonable efforts to engage AI Providers under terms that prohibit them from doing so. Company may use aggregated or de-identified usage and performance data that does not identify Purchaser or any individual to operate, secure, and improve its products.

13.6 Artificial Intelligence Disclaimer. PURCHASER ACKNOWLEDGES THAT ARTIFICIAL INTELLIGENCE CAN MAKE MISTAKES. AI Features use probabilistic technology. Output may be inaccurate, incomplete, misleading, or stale; may misinterpret Input or Purchaser Data; may omit records; may contain incorrect calculations; and may differ on the same Input. Accordingly: (a) Output is informational only and is not legal, tax, accounting, payroll, human-resources, or other professional advice; (b) Purchaser must independently verify all Output against AOD or other source records before relying on it, including before payroll, wage-and-hour compliance, billing, audits, or legal proceedings; (c) Purchaser shall not use Output as the sole basis for hiring, discipline, promotion, compensation, termination, or any other decision affecting an individual, and a qualified person must review any such decision; (d) Purchaser is solely responsible for determining whether use of AI Features is subject to laws regulating automated decision-making or automated employment decision tools (including New York City Local Law 144 and similar laws) and for complying with them; and (e) Company does not warrant that Output is accurate, complete, reliable, current, non-infringing, or fit for any purpose.

13.7 Actions Taken Through the Services. Where the Perigee Cloud Services permit a user to create, change, or submit records in AOD or another connected system, any such action is taken at Purchaser’s direction and is deemed Purchaser’s act. Purchaser must review each such action and correct errors in the connected system. Company has no liability for any such action, whether or not suggested or carried out by the AI Features.

13.8 Users and Purchaser-Selected Tools. Purchaser is solely responsible for: (a) which personnel may access the services and for their acts; (b) roles and permissions, including that Output may disclose sensitive data such as pay rates; and (c) safeguarding credentials, tokens, and keys. If Purchaser connects a third-party AI application or agent (including to Company’s MCP server), Purchaser directs Company to disclose Purchaser Data to that tool, that tool is governed solely by Purchaser’s agreement with its provider, and Company has no responsibility for that tool’s use, storage, or security of Purchaser Data.

13.9 Acceptable Use. Purchaser shall not: (a) use the services in violation of Applicable Law or any person’s rights; (b) submit data it has no right to submit; (c) bypass security, access controls, usage limits, or content safeguards; (d) reverse engineer the services or use them or Output to develop a competing product or to train any AI model; (e) resell or provide the services to third parties; or (f) use AI Features in a manner that violates an AI Provider’s published usage policies. Company may suspend access immediately if it reasonably believes this paragraph has been violated or that suspension is necessary to protect Company, Purchaser, or any third party.

13.10 Retention, Deletion, and Withdrawal. Company will retain Purchaser Data for as long as Purchaser subscribes. Within sixty (60) days after the subscription ends, Company will delete Purchaser Data from active systems; backup copies will be overwritten in the ordinary course within ninety (90) days thereafter. Company may retain data as required by Applicable Law or to resolve disputes and enforce the Agreement. Purchaser may withdraw the consent in Section 13.2 by written notice; because the services cannot operate without that consent, the notice is treated as cancellation under Section 1. Deletion from Perigee Cloud does not affect data in Purchaser’s AOD account.

13.11 Changes and Availability. The Perigee Cloud Services are evolving. Company may add, modify, limit, suspend, or discontinue features, change the Cloud Provider or any AI Provider or model, and impose reasonable usage limits. Beta, preview, or pilot features may be withdrawn at any time. Company does not guarantee availability, uninterrupted operation, or freedom from error.

13.12 Disclaimer and Limitation. THE PERIGEE CLOUD SERVICES, AI FEATURES, AND OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND. SECTIONS 7.2, 7.4, AND 8 APPLY IN FULL. WITHOUT LIMITING SECTION 8, COMPANY SHALL HAVE NO LIABILITY FOR: (A) ANY DECISION, ACTION, OR PAYMENT MADE OR NOT MADE IN RELIANCE ON OUTPUT; (B) ANY INACCURACY OR OMISSION IN OUTPUT; (C) ANY ACT, OMISSION, OUTAGE, SECURITY INCIDENT, OR DATA LOSS OF THE CLOUD PROVIDER, ANY AI PROVIDER, OR AOD; OR (D) ANY TOOL NOT PROVIDED BY COMPANY TO WHICH PURCHASER CONNECTS THE SERVICES.

13.13 Indemnification. Purchaser shall indemnify, defend, and hold harmless Company, its affiliates, and their respective shareholders, officers, directors, employees, agents, and representatives from claims, allegations, actions, judgments, orders, damages, fines, penalties, and expenses (including reasonable attorneys’ fees) arising from: (a) Purchaser Data or Inputs, including any claim that their collection, copying, storage, or processing as described in this Section 13 violates Applicable Law or any person’s rights; (b) failure to give notices or obtain consents required by Section 13.3; (c) use of or reliance on Output, including claims by current, former, or prospective workers or by any governmental authority; or (d) breach of this Section 13.

13.14 Ownership. Purchaser owns Purchaser Data and, to the extent permitted by law, Output generated for Purchaser. Company and its licensors own the Perigee Cloud Services and all software, models, prompts, schemas, report definitions, documentation, and other technology used to provide them, and Section 11 applies. Output may not be unique. If Purchaser provides feedback, Company may use it without restriction or compensation.

13.15 Order of Precedence. If this Section 13 conflicts with any other provision with respect to the Perigee Cloud Services, this Section 13 controls. Section 12 and AOD’s terms continue to govern use of the Time & Attendance Services themselves.

14. GENERAL.

14.1 Severability. If any provision is prohibited or unenforceable under the law of any jurisdiction, it is ineffective only to the extent of that prohibition in that jurisdiction, without invalidating the remaining provisions. The unenforceable provision shall be modified to the minimum extent necessary to make it enforceable while preserving the parties’ intent.

14.2 Governing Law. The Agreement is governed by the laws of the State of New York, without regard to conflict-of-laws principles, and by applicable United States federal law (including the Federal Arbitration Act and the U.S. Copyright Act). The United Nations Convention on Contracts for the International Sale of Goods does not apply. The UCC applies to the sale of goods to the extent not inconsistent with these Terms.

14.3 Entire Agreement; Order of Precedence; No Battle of the Forms. Company’s acceptance of any purchase order is conditioned on Purchaser’s assent to these Terms in lieu of Purchaser’s terms. Failure to object to Purchaser’s forms is not a waiver. In case of conflict: (1) a written amendment signed by an authorized officer of Company; (2) the Order Form (but only as to commercial details such as price, quantity, term, and product description); (3) Section 13 as to Perigee Cloud Services; (4) these Terms; (5) any proposal. Pre-printed terms on Purchaser documents have no effect.

14.4 Job Plans. Prices may be based on Company’s interpretation of job plans and specifications. Product may require architect or electrical-engineer approval. The Agreement may not include all addenda. Quantities must be verified in writing by authorized representatives of both parties before Company is bound.

14.5 Publicity. Purchaser grants Company the right to disclose Purchaser’s name as a customer in advertising and public materials. Company will stop such use as to future materials within a reasonable time after written request, except that Company may retain historical materials.

14.6 Updates to Terms. Company may revise these Terms by posting a revised version at https://www.ctrny.com/terms-and-conditions and giving Purchaser notice (including by email or in-product notice). For recurring subscriptions and hosted services, including Perigee Cloud Services, the revised Terms apply from the start of the first billing cycle that begins at least thirty (30) days after notice. Continued use after that date constitutes acceptance. If Purchaser objects in writing before that date, Company may either keep the prior Terms in effect for the remainder of the then-current paid term or cancel the affected services and refund unused prepaid fees for those services.

14.7 Assignment. Purchaser may not assign the Agreement without Company’s prior written consent. Any prohibited assignment is void.

14.8 Notices. Notices under the Agreement must be in writing and are effective upon receipt if delivered by hand, overnight courier, certified mail, or email to the addresses on the Order Form (and if none, to Company’s principal address at PO Box 5015 East Hampton, NY 11937, Attn: President). Email notice is effective on the next business day if no bounce-back is received.

14.9 Waiver; Amendment. No waiver is effective unless in writing. Failure to enforce is not a waiver. Amendments must be in writing and signed by an authorized officer of Company, except for updates under Section 14.6.

14.10 Relationship; Third-Party Beneficiaries. The parties are independent contractors. Except for AOD as expressly stated in Section 13.2 and Company’s indemnified persons under indemnification sections, there are no third-party beneficiaries.

14.11 Export and Government. Purchaser shall comply with U.S. export-control and sanctions laws and shall not use or export the Product except as authorized. If Purchaser is a U.S. government entity, the Product is “commercial computer software” and “commercial items” provided with only those rights specified in the Agreement.

14.12 Electronic Signatures. Electronic signatures, click-acceptances, and records satisfy New York’s Electronic Signatures and Records Act and the federal E-SIGN Act.

14.13 Confidentiality. Each party shall protect the other’s non-public business, technical, and pricing information with at least reasonable care and use it only to perform the Agreement. This obligation does not apply to information that is public through no breach, independently developed, or rightfully received from a third party. Company may disclose information as required by law after prompt notice if legally permitted.

14.14 Survival. Sections 2 (until paid), 3.5, 4.1, 4.5, 7.4, 8, 9, 10, 11, 13.5 through 13.14, and 14 survive expiration or termination.

14.15 Construction. Headings are for convenience only. “Including” means “including without limitation.” The Agreement is the product of negotiation and shall not be construed against the drafter. Company shall not be bound by statements of representatives that are not in a writing that expressly amends the Agreement.