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These Supplemental Terms (“Supplemental Terms”) only apply to specific features or use cases of the Cloud Service as described herein and are an Attachment to and form a part of the Twelve Labs Enterprise Terms of Service as Additional Terms. Capitalized terms not defined herein have the meanings given in the Agreement.

Provider may update these Supplemental Terms from time to time solely in relation to (i) the development of new or updates to existing features and functionality or (ii) changes to or the promulgation of new Laws. Customer’s continued usage of the Cloud Service may be relied upon by Provider as Customer’s acceptance of the then-current version of these Supplemental Terms.

AWS Marketplace Orders

If the Order is being transacted through the AWS Marketplace, Customer hereby warrants that Customer is a customer of Amazon Web Services, Inc. (“AWS”) subject to the AWS Customer Agreement at https://aws.amazon.com/agreement/, including the AWS Marketplace Buyer Terms set forth in Section 20 of the AWS Service Terms at https://aws.amazon.com/service-terms/ or a separate analogous agreement with AWS that enables Customer to transact on the AWS Marketplace. “AWS Marketplace” means the AWS-owned and -curated digital storefront available at https://aws.amazon.com/marketplace/ that helps companies discover and procure solutions from AWS partners.

Air-gapped Deployment Orders

If the Order indicates that Twelve Labs products will be made available to Customer in an air-gapped deployment environment, these additional provisions apply to the Order. "Air-gapped" means a system or network that is physically isolated from other networks (especially the internet) with no direct or indirect connection (wired or wireless) to external systems (and includes an air-gapped private cloud).

1. General. Portions of the Cloud Service are distributed with services and/or software licensed from a designated third-party provider (collectively, the “Third-Party Service”). Customer’s use of the Third-Party Service is subject to the following terms and conditions imposed by the applicable third-party provider (“Third-Party Provider”).

2. Authorized Configuration. Customer will only use the Third-Party Service in accordance with the Customer’s applicable Authorized Recipient Configuration (the “Permitted Use”). “Authorized Recipient Configuration” means the type and quantity of GPUs with which Authorized Recipient is authorized to use the Third-Party Service within a single server environment.

3. Distinct Server Environments. Provider and Customer will agree to a separateAuthorized Recipient Configuration for each of Customer’s server environments on which the Third-Party Service is installed. An Authorized Recipient Configuration for the Third-Party Service will only be deployed on a single server environment of Customer.

4. Metering Software.

   1. Customer agrees that Provider will install metering software (“Metering Software”) with each copy of the Third-Party Service that is installed within an Customer’s server environment(s). The Metering Software enables Provider and its licensors to manage the use of the Third-Party Service. Customer will (i) retain the Metering Software within each applicable sever environment and (ii) allow Provider to update the Metering Software if there is a change to the applicable Authorized Recipient Configuration.

   2. Customer acknowledges and agrees that that Provider and its licensors may: (i) restrict any use of the Third-Party Service beyond the Permitted Use and (ii) suspend or terminate Customer’s access to the Third-Party Service if Customer does not retain or update the Metering Software in accordance with these terms. Without limiting the foregoing, Customer acknowledges and agrees that if the connection between any Third-Party Service and the corresponding Metering Software has been disrupted for more than seven (7) days, the license to, and operation of, the Third-Party Service shall be automatically suspended.

Performance Improvement Requests

From time to time Customer may request in writing that TL conduct a performance evaluation of the Cloud Service using Customer-provided data (“Post-Training Evaluation Data” and “Evaluation Project,” respectively) and use the results of the Evaluation Project to inform improvements to the performance of the Cloud Service (an “Improvement Project”) (such request a “Performance Improvement Request”). Upon receipt of a Performance Improvement Request TL may, but is under no obligation to, conduct an Evaluation Project and/or Improvement Project. If TL provides written notice of acceptance of a Performance Improvement Request (any, an “Acceptance Notice”), TL shall provide Customer with instructions for the delivery of the Customer-provided data and related processes. Upon receipt of an Acceptance Notice Customer will be deemed to have thereby granted TL a non-exclusive, royalty-free, irrevocable, worldwide, transferable, perpetual right and license to use and prepare derivative works of the Evaluation Data to improve the Cloud Service.