Effective: 10/23/2024

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THE HOSTED SERVICES (DEFINED BELOW) OR PROFESSIONAL SERVICES (DEFINED BELOW, AND COLLECTIVELY, THE “SERVICES”) OFFERED BY TEMPORAL TECHNOLOGIES INC. (“TEMPORAL”). BY MUTUALLY EXECUTING ONE OR MORE ORDER FORMS OR STATEMENTS OF WORK WITH TEMPORAL WHICH REFERENCE THESE TERMS (EACH, AN “ORDER” OR “STATEMENT OF WORK”) OR BY ACCESSING OR USING THE SERVICES IN ANY MANNER, YOU (“YOU” OR “CUSTOMER”) AGREE TO BE BOUND BY THESE TERMS (TOGETHER WITH ALL ORDER FORMS OR STATEMENTS OF WORK, THE “AGREEMENT”) TO THE EXCLUSION OF ALL OTHER TERMS. YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT; IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ORGANIZATION OR ENTITY, REFERENCES TO “CUSTOMER” AND “YOU” IN THIS AGREEMENT, EXCEPT THIS SENTENCE, REFER TO THAT ORGANIZATION OR ENTITY. TEMPORAL AND CUSTOMER ARE EACH HEREIN REFERRED TO INDIVIDUALLY AS A “PARTY” OR COLLECTIVELY AS THE “PARTIES”). IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.

1. SCOPE OF SERVICE AND RESTRICTIONS#

1.1 Access to and Scope of Service. Subject to Temporal’s receipt of the applicable Fees Temporal hereby grants Customer the right to access and use the Hosted Services in accordance with the corresponding Order and the terms and conditions of this Agreement solely during the authorized term specified in the Order (the “Term”). “Hosted Services” means the cloud-based software services provided by Temporal under the brand ‘Temporal Cloud’. Customer’s use of the Hosted Services must at all times be in accordance with Temporal’s Acceptable Use Policy at www.temporal.io/aup and solely for Customer’s internal business purposes.

1.2 Trials and No-fee Access. If Customer is accessing or making use of the Hosted Services on a no-fee, trial, or evaluation basis (the “Evaluation Access”), Customer may use the Hosted Services for the authorized term set forth in an applicable Order. Customer acknowledges and agrees that the Evaluation Access is provided on an “as-is” basis, and Evaluation Access is provided without any indemnification, support, warranties, or representation of any kind. Additionally, Customer acknowledges and agrees that Temporal may terminate Evaluation Access at any time.

1.3 Restrictions. Customer will use the Hosted Services only in accordance with all applicable laws, including, but not limited to, laws related to data (whether applicable within the United States, the European Union, or otherwise). Customer agrees not to (and will not allow any third party to): (i) distribute, sublicense, assign, delegate, rent, lease, sell, time-share or otherwise transfer the benefits of use to the Hosted Services; (ii) remove or otherwise alter any copyright, trademark, proprietary notices or labels; (iii) reverse engineer, decompile, disassemble, or otherwise attempt to discover the underlying structure, ideas, or algorithms of the Hosted Services; (iv) modify, translate or create derivative works of the Hosted Services; (v) rent, resell or otherwise allow any third party access to or use of the Hosted Services; or (vi) access or use the Hosted Services other than according to the Acceptable Use Policy during the Term.

1.4 Ownership. Temporal retains all right, title, and interest in and to the Services, and any software, products, works or other intellectual property created, used, provided or made available by Temporal under or in connection with the Services. Except as otherwise expressly provided herein, nothing in this Agreement shall be deemed to grant, directly or by implication, estoppel or otherwise, any right or license with respect to any Intellectual Property, and each party retains all rights, titles, and interest in and to its respective Intellectual Property. Customer may from time to time provide suggestions, comments or other feedback to Temporal with respect to the Hosted Services (“Feedback”). Customer shall, and hereby does, grant to Temporal a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use and exploit the Feedback for any purpose.

1.5 Customer Data. Customer is solely responsible for Customer Data including, but not limited to compliance with all applicable laws and this Agreement, including but not limited to, any data localization or data sovereignty laws, regulations, and any other third-party legal requirements applicable to Customer, and backing up and maintaining Customer Data. “Customer Data” means any data, information or other material provided, uploaded, or submitted by Customer to Company (including via the Hosted Services) for processing by Temporal on Customer’s behalf. Customer shall retain all right, title and interest in and to the Customer Data, including all intellectual property rights therein. Customer, not Temporal, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data. Customer is responsible for informing Temporal of any data localization requirements. Customer is solely responsible for the selection of the appropriate processing region based on localization requirements. The Customer is responsible for any use (including unauthorized use) of the Hosted Services using Customer's credentials to the Hosted Services unless the unauthorized use of the Hosted Services is due to Temporal’s failure to secure the Hosted Services. Temporal will retain Customer Data for up to thirty (30) days following the termination or expiration of the corresponding Order. Thereafter, Customer agrees and acknowledges that Customer Data will be irretrievably deleted.

1.6 Personal Data. Temporal will process any personal data or personal information included in the Customer Data in accordance with the Data Processing Agreement found at temporal.io/dpa (or such updated URL provided by Temporal from time to time), and which is incorporated by reference. Customer acknowledges that Customer has exclusive control and responsibility for determining what data Customer submits to the Hosted Services and for obtaining all necessary consents and permissions for submission of such data and processing instructions to Temporal. Except for contact information consisting of first and last name, title and email address for which Customer has obtained necessary rights of access and use from the individual, Customer agrees not to submit other personal data or any sensitive personal information (including government issued identification numbers, financial account information, payment card information, and personal health information) to Temporal. In addition, Customer acknowledges that personal data or personal information processed by Temporal in its capacity as a data controller will be processed in accordance with Temporal’s Privacy Policy which is available at https://docs.temporal.io/privacy-policy. If Temporal is granted access to sensitive personal data, Customer shall promptly notify Temporal and Temporal shall delete all such sensitive personal data in its possession or control, and Customer shall terminate such access. Notwithstanding anything to the contrary, Customer acknowledges and agrees that Temporal may use Customer Data for the purposes of providing the Services, making any improvements thereto.

1.7 Consents. Customer represents and warrants that it has obtained all necessary consents and permissions from data subjects for the submission and processing of personal data in the Services. Customer has exclusive control and responsibility for determining what data Customer submits to the Services.

1.8 Usage Data. Temporal may compile (i) statistical and other information related to the performance, operation and users’ use of the Hosted Services, and (ii) data related to identifiable users’ usage of features and functionality within the Hosted Services (collectively, “Usage Data”). Usage Data is used solely (i) for billing during the Term (as defined below), (ii) during and after the Term to implement, operate, maintain and improve the Hosted Services and to fulfill its obligations hereunder; and (iii) during and after the Term, and in aggregated and anonymized (as each such term is defined in any applicable privacy law, and provided that such aggregated and anonymized Usage Data cannot under any circumstances be reidentified to a natural person) form, to create statistical analyses and for research and product development. If Temporal discloses any Usage Data to third parties for the foregoing purposes, such disclosure will be in a manner that does not identify, and cannot under any circumstances be reidentified to, Customer or its users. Temporal retains all intellectual property rights in Usage Data.

1.9 Information Security. Temporal will implement, maintain, and follow reasonable, industry-standard technical and organizational measures which are designed to secure and protect Customer Data.

1.10 Uptime. The Service Level Agreement (the “SLA”) attached hereto as Exhibit A shall apply to Temporal’s provision of the Hosted Services.

1.11 Service Suspension. Temporal may suspend Customer’s access to or use of the Hosted Services as follows: (a) immediately if Temporal reasonably believes Customer’s use of the Hosted Services may pose a security risk to or may adversely impact the Hosted Services; (b) immediately if Customer is in violation of the Acceptable Use Policy; (c) immediately if Customer becomes insolvent, has ceased to operate in the ordinary course, made an assignment for the benefit of creditors, or becomes the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding; (d) following thirty (30) days written notice if Customer is in breach of this Agreement or any Order (and has not cured such breach, within the thirty (30) days of such notice); or (e) immediately Customer has failed to pay Temporal the applicable Fees with respect to the Hosted Services.

2. PROFESSIONAL SERVICES#

2.1 General. The parties may from time to time execute Statements of Work(s) (“Statement of Work”). Temporal shall perform the Professional Services (“Professional Services”) for Customer that are described and set forth in Statements of Work in accordance with these terms and conditions and on the price and delivery dates described in the applicable Statement of Work.

2.2 Changes. Each party acknowledges that changes to the Professional Services may be necessary or desirable. Accordingly, if either party believes that a change to the Professional Services is necessary or desirable, the parties shall discuss in good faith changes to the applicable Statement of Work, taking into consideration (a) the estimated impact on the Professional Services, if any, and the modifications to the Professional Services that will be required as a result of such Changes (“Changes”); and (b) an estimate of the cost to implement such Changes. To avoid doubt, no Changes to the Professional Services or any Statement of Work shall be effective unless a change order, amendment, or modification is issued in writing and signed by each party.

2.3 Cooperation. Customer acknowledges that Temporal’s timely provision of, and Temporal’s access to, Customer’s facilities, equipment, assistance, cooperation, and complete and accurate information and data from Customer’s officers, employees, and agents (“Cooperation”) are essential to the performance of the Professional Services. Cooperation includes (i) designating a project manager to coordinate with Temporal during the performance of the Professional Services, (ii) allocating and engaging additional resources as may reasonably be required to assist Temporal in performing the Professional Services, and (iii) providing Temporal with all Customer Data which is necessary for Temporal’s performance of the Professional Services. If Customer fails to provide Cooperation to Temporal, Temporal shall not be liable for any deficiency or delay in performing the Professional Services arising from such failure to provide Cooperation.

3. FEES, ORDERS, STATEMENTS OF WORK AND TAXES#

3.1 Fees. Customer shall pay to Temporal the applicable fees as set forth in each applicable Order(s) or Statement of Work(s) (collectively, the “Fees”). Customer acknowledges that it shall have no right to return the Services and that all Fees shall be non-refundable except as otherwise set forth herein. Customer shall reimburse Temporal for all reasonable travel, lodging, communications, and other out-of-pocket expenses incurred by Temporal concerning performing the Professional Services.

3.2 Change in Fees. Temporal reserves the sole right to modify pricing at any time but will do so no more frequently than annually. Temporal will provide Customer with ninety (90) days’ written notice of any such change.

3.3 Invoices and Payment. By providing a credit card or other payment method accepted by Temporal ("Payment Method") for the Services, Customer agrees that Temporal is authorized to charge to the elected Payment Method all applicable Fees when due. For all purchased Hosted Services, the Payment Method will be charged on a monthly basis or at the interval indicated in the applicable Order Form. Customer will make all payments identified on the applicable Statement of Work in accordance with its terms. If Temporal does not collect a Payment Method from Customer at the time of purchase, Temporal will invoice Customer for the charges at the email address on file with Temporal. Customer will pay all invoiced amounts within thirty (30) calendar days of the invoice date. Unless otherwise specified in an Order Form, Customer will pay all Fees on an annual, prepaid basis. Overdue invoices are subject to a finance charge of 1.5% per month or the maximum permitted by law, whichever is lower, plus all expenses of collection.

3.4 Orders and Statements of Work. Customer or its Affiliates may place Orders for additional Services or extend the term of the existing Services by specifying such order details in an Order or Statement of Work agreed to in writing by the Parties referencing this Agreement.
“Affiliate” means an entity that, directly or indirectly, owns or controls, is owned or is controlled by, or is under common ownership or control with a Party. As used herein, “control” means the power to direct the management or affairs of an entity and “ownership” means the beneficial ownership of more than fifty percent (50%) of the voting equity securities or other equivalent voting interests of an entity.

3.5 Reseller Orders. Customer may procure Hosted Services through a Reseller pursuant to a Reseller arrangement. Temporal will only be obligated to provide the Hosted Services to Customer in connection with a Reseller arrangement if Temporal and Reseller have executed an Order Form for such purchase. Customer acknowledges and agrees that, solely in connection with the purchase by Customer through a Reseller arrangement: (a) Temporal may share information with Reseller related to Customer’s use and consumption of the Services; (b) notwithstanding anything to contrary in this Agreement, references to “Customer” in each of the defined terms “Fees” and “Order Form” in this Agreement shall be replaced with “Reseller,” and all payments of fees, are payable by or to the Reseller; (c) this Agreement governs Customer’s use of the Services, notwithstanding anything to the contrary in the Reseller arrangement; and (d) Reseller is not authorized to make any changes to this Agreement or otherwise authorized to make any warranties, representations, promises or commitments on behalf of Temporal or in any way concerning the Services.

3.6 Taxes. Any and all payments made to Temporal in accordance with this Agreement are exclusive of any taxes that might be assessed against Customer by any jurisdiction. Customer shall pay or reimburse Temporal for all value-added, sales, use, property and similar taxes; all customs duties, import fees, stamp duties, license fees and similar charges; and all other mandatory payments to government agencies of whatever kind, except taxes imposed on the net or gross income of Temporal. All amounts payable to Temporal under this Agreement shall be without set-off and without deduction of any taxes, levies, imposts, charges, withholdings and/or duties of any nature which may be levied or imposed, including without limitation, value added tax, customs duty and withholding tax.

4. TERM AND TERMINATION#

4.1 Term. The term of this Agreement shall commence on the Effective Date and unless terminated earlier according to this Section 4, will end on the last day of the Term specified in Customer’s last Order or Statement of Work.

4.2 Termination for Cause. Either Party may terminate this Agreement, Order and/or any Statement of Work by providing written notice to the other Party in the event (a) the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt by the breaching Party of written notice specifying the breach; provided, however, termination shall be immediate upon providing notice of the breach if the breach is not curable; (b) immediately if a receiver, trustee, administrator, or administrative receiver is appointed for the other Party or its property; (c) immediately if the other Party makes an assignment for the benefit of creditors; (d) any proceedings should be commenced against the other Party under any bankruptcy, insolvency, or debtor’s relief law, and such proceedings shall not be vacated or set aside within sixty (60) days from the date of commencement thereof; or (e) immediately if the other Party is liquidated or dissolved.

4.3. Termination for Convenience. Will be as set forth in the applicable Order document or Statement of Work.

4.4 Effect of Termination. Upon any expiration or termination of this Agreement, Customer shall immediately cease use of the Services. Each Party will destroy all Confidential Information, and other materials and information provided by the other Party. Any termination or expiration shall not relieve Customer of its obligation to pay all Fees accruing prior to termination. If the Agreement is terminated by Temporal pursuant to Section 4.2(a), Customer shall pay to Temporal all of the Fees for the entire term set forth in the corresponding Order(s) or Statement of Work. If the Agreement is terminated by Customer pursuant to Section 4.2(a), Customer shall be entitled to a refund of the net price to Temporal of any pre-paid unused Fees.

4.5 Survival. The following provisions will survive termination of this Agreement: Sections 1.5 (Ownership), 4.4 (Effect of Termination), Section 4.5 (Survival), Section 5 (Confidentiality), Section 6 (Indemnification), Section 8 (Limitation of Liability), and Section 9 (General Terms).

5. CONFIDENTIALITY#

During the term of this Agreement, either Party may provide the other Party with confidential and/or proprietary materials and information (“Confidential Information”). All materials and information provided by the Disclosing Party and identified at the time of disclosure as “Confidential” or bearing a similar legend, and all other information that the receiving Party (“Receiving Party”) reasonably should have known was the Confidential Information of the disclosing Party (“Disclosing Party”), shall be considered Confidential Information. The Receiving Party will only disclose such information to its Affiliates, officers, directors, employees, subcontractors, agents or prospective financing sources or acquirers who need to know such information in connection with this Agreement and who are bound by written agreements requiring the protection of such Confidential Information. The obligations in this Section shall not apply to any information that: (a) is made generally available to the public without breach of this Agreement, (b) is developed by the Receiving Party independently from and without reference to the Confidential Information, (c) is disclosed to the Receiving Party by a third party without restriction, or (d) was in the Receiving Party’s lawful possession prior to the disclosure and was not obtained by the Receiving Party either directly or indirectly from the Disclosing Party. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party's expense, if the Disclosing Party wishes to contest the disclosure. In any event, the Receiving Party shall not release any more of the Disclosing Party’s Confidential Information than is reasonably necessary, in the opinion of the Receiving Party’s counsel, to comply with the applicable order. At any time, upon the Disclosing Party’s written request, the Receiving Party shall destroy all of Disclosing Party’s Confidential Information in its possession, including, without limitation, all copies and extracts thereof.

6. INDEMNIFICATION#

6.1 Indemnification by Customer. Customer will defend, indemnify, and hold Temporal, its affiliates, suppliers and licensors and each of their respective officers, directors, employees and representatives harmless from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to (a) Customer Data; or (b) Customer’s breach of Sections 1.3, 1.5, 1.6, or 1.7.

6.2 Indemnification by Temporal. Temporal will defend, indemnify, and hold Customer harmless from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from claims by a third party that Customer’s use of the Hosted Services directly infringes or misappropriates a third party’s United States (or Berne Convention signatory country) intellectual property rights (an “Infringement Claim”). Without limiting the foregoing, in the event that any portion of the Hosted Services is likely to, in Temporal’s sole opinion, or does become the subject of an Infringement Claim, Temporal may, at its option and expense: (i) procure for Customer the right to continue using the allegedly infringing item, (ii) substitute a functionally equivalent non-infringing replacement for such item, (iii) modify such item to make it non-infringing and functionally equivalent, or (iv) terminate the Agreement and any outstanding Orders or Statements of Work and provide Customer with a refund of the net price to Temporal of any pre-paid unused Fees for the infringing items. Notwithstanding any other provision in this Agreement, Temporal shall have no obligation to indemnify or reimburse Customer with respect to any Infringement Claim to the extent arising from: (a) the combination of any Customer Data with the Hosted Services; (b) the combination of any products or services, other than those provided by Temporal to Customer under this Agreement; or (c) designs or specifications provided to Temporal by Customer that caused such Infringement Claim. Customer agrees to reimburse Temporal for any and all damages, losses, costs and expenses incurred as a result of any of the foregoing actions.

6.3 Notice of Claim and Indemnity Procedure. The Parties’ obligations under this Section 6 are contingent upon the indemnified party (i) giving prompt written notice to the indemnifying party of any claim subject to indemnification under this Section 6; (ii) giving the indemnifying party sole control of the defense or settlement of the claim; and (iii) cooperating in the investigation and defense of such claim(s). The indemnifying party shall not settle or consent to an adverse judgment in any such claim that adversely affects the rights or interests of the indemnified party without the prior express written consent of the indemnified party, which shall not be unreasonably withheld. The rights and remedies set forth in this Section 6 are the sole obligations of the indemnifying party and exclusive remedies available to the indemnified party in the event of a third party claim that is subject to indemnification under this Section.

7. WARRANTY#

7.1 Warranty. The Hosted Services, when used by Customer in accordance with the provisions of this Agreement and in compliance with the applicable Documentation, will perform in accordance with the Documentation, in all material respects.

7.2 Professional Services Warranty. For a period of thirty (30) days from the date of delivery of any Professional Services by Temporal to Customer, Temporal represents and warrants to Customer that the Professional Services provided will be professional, workmanlike, and performed in a manner conforming to any requirements stated in this Addendum or in the relevant Statement of Work. Temporal’s entire liability and Customer’s sole and exclusive remedy for any breach of this warranty will be for Temporal to re-perform the nonconforming Professional Services, or if Temporal is unable to deliver conforming Professional Services within a reasonable time, then refund any fees paid to Temporal for the relevant non-conforming Professional Services.

7.3 Access Authority. If the Professional Services include Temporal’s access to, or analysis of, any data, information, computer, computer network or communications network, or other system or equipment, Customer represents and warrants to Temporal that Customer has, or will obtain prior to commencement of such Professional Services, all rights, licenses or consents required to authorize Temporal to perform such Professional Services, including any required licenses or consents from third-party owners of licensed or shared resources.

7.4 Exclusive Remedies. Customer shall report to Temporal, pursuant to the notice provision of this Agreement, any breach of the warranty set forth in this Section 7. In the event of a breach of warranty by Temporal under this Agreement, Customer’s sole and exclusive remedy, and Temporal’s entire liability, shall be prompt correction of any material non-conformance in order to minimize any material adverse effect on Customer’s business.

7.5 Disclaimer of Warranty. Temporal does not represent or warrant that the operation of the Services (or any portion thereof) will be uninterrupted or error free, or that the Services (or any portion thereof) will operate in combination with other hardware, software, systems or data not provided by Temporal, except as expressly specified in the applicable Documentation. CUSTOMER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7.1, TEMPORAL MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE SERVICES, OR THEIR CONDITION. TEMPORAL IS FURNISHING THE WARRANTY SET FORTH IN SECTION 7.1 IN LIEU OF, AND TEMPORAL HEREBY EXPRESSLY EXCLUDES, ANY AND ALL OTHER EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES, WHETHER UNDER COMMON LAW, STATUTE OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY AND ALL WARRANTIES AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.

8. LIMITATIONS OF LIABILITY#

IN NO EVENT SHALL TEMPORAL BE LIABLE FOR ANY LOST DATA, LOST PROFITS, BUSINESS INTERRUPTION, REPLACEMENT SERVICES OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR INDIRECT DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY. TEMPORAL’S LIABILITY FOR ALL CLAIMS ARISING UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER OR STATEMENT OF WORK DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM.

9. GENERAL TERMS#

9.1 Assignment. Neither Party may transfer and assign its rights and obligations under this Agreement without the prior written consent of the other Party. Notwithstanding the foregoing, either Party may transfer and assign its rights under this Agreement without consent from the other Party in connection with a change in control, acquisition or sale of all or substantially all of its assets.

9.2 Force Majeure. Neither Party shall be responsible for failure or delay in performance by events out of their reasonable control, including but not limited to, acts of God, Internet outage, terrorism, war, fires, earthquakes and other disasters (each a “Force Majeure”). Notwithstanding the foregoing: (i) Customer shall be liable for payment obligations for Services rendered; and (ii) if a Force Majeure continues for more than thirty (30) days, either Party may terminate this Agreement by written notice to the other Party.

9.3 Notice. All notices between the Parties shall be in writing and shall be deemed to have been given if personally delivered or sent by registered or certified mail (return receipt), or by recognized courier service to the appropriate address set forth above. In addition, a copy of all notices to Temporal must also be sent via email to legal@temporal.io.

9.4 Independent Contractor. Temporal is an independent contractor and both Parties agree that no agency, partnership, joint venture, or employment is created as a result of this Agreement. Customer does not have authority of any kind to bind Temporal.

9.5 Governing Law. This Agreement shall be governed exclusively by, and construed exclusively in accordance with, the laws of the United States and the State of Washington, without regard to its conflict of law’s provisions. The federal courts of the United States in King County, Washington and the state courts of the State of Washington shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each Party hereby consents to the jurisdiction of such courts and waives any right it may otherwise have to challenge the appropriateness of such forums, whether on the basis of the doctrine of forum non conveniens or otherwise. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement or any Purchase Order or Statement of Work issued under this Agreement.

9.6 Export Compliance. The Services and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Temporal and Customer each represents that it is not on any U.S. government denied-party list. Customer will not permit any User to access or use any Service in a U.S.-embargoed country or region (e.g., the Crimea, Luhansk or Donetsk regions, Cuba, Iran, North Korea, or Syria) or in violation of any U.S. export law or regulation.

9.7 Marketing. Customer hereby grants Temporal the right to identify Customer as a Temporal customer, and use Customer’s name, mark and logo on Temporal’s website and in Temporal’s marketing materials in connection with the Customer’s use of the Services.

9.8 Subcontracting. Temporal may subcontract any part or all of the Services to any third party (each, a “Subcontractor”) as Temporal determines in its sole discretion, provided that Temporal shall be responsible for all acts and omissions of its Subcontractors as if performed by Temporal under this Agreement.

9.9 Updates. Temporal periodically updates the terms of this Agreement. If you have an active Temporal account, you will be notified of updates via an email or a notification on the Temporal platform. Unless the notice states otherwise, the updated terms of this Agreement will become effective and binding on the next business day after it is posted. The last update was in October 2024.

9.10 Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement, and all waivers and modifications must be in a writing signed by both Parties, except as otherwise provided herein. This Agreement prevails over any pre-printed terms or other conflicting or additional terms of any purchase order, ordering document, acknowledgement, click through agreement or terms, or confirmation or other document issued or made available by Customer, even if signed and returned or otherwise accepted. Any term or provision of this Agreement held to be illegal or unenforceable shall be, to the fullest extent possible, interpreted so as to be construed as valid, but in any event the validity or enforceability of the remainder hereof shall not be affected. In the event of a conflict between this Agreement and the Order document or Statement of Work, the terms of the Order or Statement of Work shall control.

EXHIBIT A#

SERVICE LEVEL AGREEMENT Temporal offers two levels of availability for its Temporal Cloud: Service availability and the contractual service level agreement (SLA). Temporal will make the Hosted Services available with a monthly uptime percentage for each Namespace (“Namespace”). A Namespace is a unit of isolation within the Temporal platform during any monthly billing cycle.

• Temporal Cloud - Standard Single Region Deployment: Standard Temporal Cloud deployment is provided at availability and guarantees against Service errors at a rate of 99.9%.

• Temporal Cloud - Multi-region Namespace Deployment: Multi-Region Temporal Cloud deployment is provided at availability and guarantees against Service errors at a rate of 99.99%.

1. Service Credits. A “Service Credit” is a dollar credit, calculated as set forth below, that may be credited back to Customer. Customer will be eligible to receive a Service Credit for any Namespace that did not meet the Monthly Uptime percentage as set forth below.

Standard Single Region Namespace Deployment

• Less than 99.9% but greater than or equal to 99.0%: 10% of monthly fees
• Less than 99.0% but greater than or equal to 95.0%: 25% of monthly fees
• Less than 95.0%: 100% of monthly fees

Multi-region Namespace Deployment

• Less than 99.99% but greater than or equal to 99.0%: 10% of monthly fees
• Less than 99.0% but greater than or equal to 95.0%: 25% of monthly fees
• Less than 95.0%: 100% of monthly fees

2. Availability. Is calculated for each 5-minute interval as the percentage of requests processed by Temporal that do not fail with errors as set forth herein https://docs.temporal.io/cloud/sla and relate solely to the provisioned Temporal Namespace. If no requests were made in a given 5-minute interval, that interval is assumed to be 100% available. The Monthly Uptime Percentage for a given Temporal Namespace is calculated as the average of the availability for all 5-minute intervals in a monthly billing cycle. The Temporal Cloud internal alerting system is based on a service level objective (SLO) for all errors, not just errors that count against the SLA. It also monitors for any latencies. When it receives an alert that an SLO is not being met, the on-call engineers are paged, which often means that issues are resolved before they become noticeable. Temporal Cloud implements a cell architecture. Each cell contains the software and services necessary to host a Namespace. The components are distributed within at least three availability zones per region within each cell. For current system status and information about recent incidents, see Temporal Status.

3. Service Credit Request. “Downtime Event” is a month in which Temporal has not met the Monthly Uptime Percentage commitment. Customers may submit a Service Credit request within thirty (30) days of such Downtime Event. The Service Credit request must be written and provide details of the Downtime Event to enable Temporal to validate such Service Credit request. Temporal will consider all submitted Service Credit requests for Downtime Events and will notify Customer in writing of the Service Credits awarded to Customer. These Service Credits are Customer’s sole remedy for any Downtime Events. Service Credits for Downtime Events will be credited against subsequent payments owed by Customer.

4. Incident Response Times.

Business	Enterprise	Mission Critical
P0: 2 business hours P1: 2 business hours P2: 1 business day P3: 2 business days	P0: 30 minutes P1: 1 business hour P2: 4 business hours P3: 1 business day	P0: 15 business minutes P1: 1 business hour P2: 4 business hours P3: 1 business day

5. Support Availability.

Business	Enterprise	Mission Critical
P0–3: 9–5 Mon–Fri	P0: 24×7 P1–3: 9–5 Mon–Fri	P0: 24×7 P1: 9-5, 7 days/week P2–3: Mon–Fri

6. Temporal SLA Exclusions. Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from any unavailability, suspension or termination of Temporal, or any other Temporal performance issues: (i) caused by factors outside of Temporal’s reasonable control, including any force majeure event or internet access or related problems beyond the demarcation point of Temporal; (ii) that result from any voluntary actions or inactions from Customer or any third party (e.g. scaling of provisioned capacity, misconfiguring security, or credential settings, disabling encryption keys or making the encryption keys inaccessible, etc.); (iii) that result from Customer not following the best practices described in the Documentation; (iv) that result from Customer’s equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within Temporal’s direct control); or (v) arising from the suspension or termination of Customer’s right to use the Hosted Services in accordance with the Agreement.