1. Purchase Orders. These Master Terms and Conditions are incorporated by reference into a purchase order entered into by and between Company and Customer (“Purchase Order”). All terms not defined in these Master Terms and Conditions shall have the meanings given to them in the Purchase Order. In the event of a conflict between these Master Terms and Conditions and the Purchase Order, the Purchase Order shall take precedence.

2. Software License. Company offers various software platforms, programs, applications, modules, functions, features, tools, reports, libraries, and databases to its customers (“Software”). Company grants to Customer a restricted, limited, non-exclusive, non-transferable, non-sublicensable, license to use the items of Software specified in the Purchase Order (“Licensed Software”), but only (i) when such Licensed Software is accessed by Customer within a web-based environment hosted by Company; (ii) during the License Period for the Licensed Software; (iii) when Customer utilizes the Licensed Software to support Customer’s own, internal, compliance management operations; and (iv) so long as Customer remains in compliance with the terms of this Agreement.

3. Exclusions. Customer covenants that it shall not: (i) copy or transmit all or any portion of the Licensed Software; (ii) copy or transmit or all or any portion of any technical documentation, presentations, data sheets, user instructions, or other materials provided by Company that contain information describing the Licensed Software, or any portion thereof (collectively, “Materials”); (iii) decompile, disassemble or otherwise reverse engineer the Licensed Software or any portion thereof, or determine or attempt to determine any source code, algorithms, processes, methods, or techniques embodied in the Licensed Software or any portion thereof; (iv) modify, translate, or create any new or modified work that is based on or derived from the Licensed Software or the Materials (including, without limitation, any work that, in the absence of a license, would infringe any copyright of Company or would use or rely on any trade secret or other proprietary information of Company) (collectively, all of the foregoing, “Derivative Works”); (v) disclose, make available, distribute, market, assign, lease, sublicense, pledge or otherwise transfer any of the Licensed Software or the Materials, in whole or in part, to any third party; (vi) remove or alter any copyright, trademark, trade name, watermark, restrictive legend or other proprietary notices, symbols, or labels appearing in the Licensed Software or the Materials; or (viii) use any Licensed Software or the Materials for any purpose other than for and in accordance with the terms and conditions of this Agreement.

4. Services. Company offers various professional services to its customers, such as software implementation, configuration, customization, modification, reporting, integration, onboarding, training, modification, and enterprise support, as well as consulting work. If a Purchase Order includes one or more professional services (“Services”), Company shall endeavor to perform the Services in a timely and professional manner. In the event of a breach of such performance standard, Company’s sole and exclusive obligation, and Customer’s sole and exclusive remedy, shall be for Company to use commercially reasonable efforts to re-perform the Service. All Services shall be deemed accepted by Customer upon performance unless Customer provides written notice detailing the deficiency to Company’s Help Desk within 10 days of the breach in performance.

5. Deliverables. All deliverables generated under or in connection with the performance of Services (“Deliverables”), whether developed and/or provided for a fee or at no additional charge, shall be become, upon inception, the sole and exclusive property, and the work product of Company. Deliverables may include, for example, custom reporting tools or reports, new features or innovative capabilities. Customer hereby irrevocably transfers and assigns to Company and Customer hereby covenants and agrees to irrevocably assign and transfer to Company all of Customer's right, title, and interest worldwide in and to all Deliverables, including, without limitation, all copyrights, trademarks, trade secrets, patents, industrial rights and all other intellectual and property rights related thereto, effective immediately upon their inception. All software Deliverables shall, upon publication by Company to Customer, be deemed “Licensed Software” under and subject to the terms of this Agreement. Customer agrees not to challenge the validity of the Company’s ownership in Deliverables, even if Company incorporates any Deliverables into the Licensed Software or other products or services that Company offers to other customers.

6. Additional Purchase Orders. To license additional Software, order additional Services, or modify or replace any existing Purchase Order(s), Customer and Company shall prepare and enter into new Purchase Orders. Each additional Purchase Order shall be subject to the Master Terms and Conditions referenced therein or, if no Master Terms and Conditions are referenced therein, then to these Master Terms and Conditions.

7. Additional Software and Services Not Detailed in Purchase Order. In the event that Company ever provides any Software or performs any Service that is (i) not detailed (or sufficiently documented) in a Purchase Order, (ii) outside or beyond the scope or performance requirements of a Purchase Order, or (iii) if the fees for any Software or Service are not detailed (or sufficiently detailed) in a Purchase Order, Customer hereby agrees that any such additional Software shall be nevertheless be deemed “Licensed Software” and any such additional Services shall nevertheless be deemed “Services” under and subject to this Agreement, as if they had been fully specified in a Purchase Order.

8. Third Party Services. Company may offer, or Customer may request that Company recommend, third parties, such as law firms, attorneys, consulting firms, consultants, accounting firms, accountants, information technology advisors, software or technology hardware providers, or other organizations or professionals (any of the foregoing, “Third Parties”) to provide products or services to Customer, including in connection with the configuration, implementation, integration, use and management of Licensed Software and/or Services. Customer acknowledges and agrees that Company may have contractual or other arrangements with such Third Parties and that Company may receive compensation or other benefits from such Third Parties, including as a direct result of Customer’s engagement of such Third Parties and that Company is under no obligation to disclose any information about such contractual or other arrangements to Customer.

9. No Warranty or Liability for Third Party Services. Notwithstanding Company’s recommendation of any Third Party (see Section 8 (Third Party Services)), Customer acknowledges and agrees that Customers is solely responsible for selecting and deciding whether to engage any Third Party and for monitoring, supervising, and assessing the performance of the Third Party. Company provides no representations or warranties of any kind, express or implied, regarding the qualifications, capabilities, or experience of any Third Party or regarding the quality, condition, or adequacy of any work, products, services, or deliverables of any Third Party, including, without limitation any warranties regarding fitness for any particular purpose, or warranties that might otherwise arise from course of dealing, performance, usage, or trade practice. Company shall not be liable for any damages of any kind arising out of or related to Customer’s engagement of any Third Party or any work, products, services, or deliverables provided by any Third Party.

10. Compliance Content. The Company may publish, provide, or otherwise make available in, by, or through the Licensed Software, the text of laws and regulations, as well as guidance, recommendations, requirements, prescriptions, interpretations, instructions, best-practices, descriptions, commentary, notes, categorizations, risk assessments, memoranda, newsletters, notices, updates, alerts, warnings, data, hyperlinks, variables, statistics and other information concerning or related to laws and regulations (collectively, “Compliance Content”). All Compliance Content published, provided, or otherwise made available in, by, or through the Licensed Software shall be deemed part of the Licensed Software under and subject to this Agreement.

11. No Warranty or Liability for Compliance Content. NOTWITHSTANDING COMPANY’S PUBLICATION OF COMPLIANCE CONTENT, CUSTOMER ACKNOWLEDGES THAT ALL COMPLIANCE CONTENT IS PROVIDED “AS-IS.” COMPANY PROVIDES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, QUALITY, CONDITION, COMPLETENESS, SUITABILITY, OR ADEQUACY OF ANY COMPLIANCE CONTENT, INCLUDING, WITHOUT LIMITATION ANY WARRANTIES REGARDING FITNESS FOR ANY PARTICULAR PURPOSE, OR WARRANTIES THAT MIGHT OTHERWISE ARISE FROM COURSE OF DEALING, PERFORMANCE, USAGE, OR TRADE PRACTICE. CUSTOMER FURTHER ACKNOWLEDGES THAT COMPANY SHALL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF OR RELATED TO CUSTOMER’S USE OR RELIANCE UPON ANY COMPLIANCE CONTENT.

12. No Legal Advice. COMPANY IS NOT A LAW FIRM. THE LICENSED SOFTWARE (INCLUDING ANY COMPLIANCE CONTENT) AND SERVICES PROVIDED BY COMPANY ARE NOT INTENDED FOR THE DELIVERY OF, AND SHALL NOT BE DEEMED TO PROVIDE, LEGAL ADVICE. USE OF THE LICENSED SOFTWARE OR RECEIPT OF ANY SERVICES DOES NOT CREATE AN ATTORNEY-CLIENT RELATIONSHIP BETWEEN THE COMPANY AND CUSTOMER. CUSTOMER COVENANTS THAT IT SHALL RELY EXCLUSIVELY ON CUSTOMER’S OWN, INDEPENDENT, LEGAL COUNSEL FOR ALL REGULATORY COMPLIANCE AND OTHER LEGAL ADVICE, INCLUDING TO ENSURE THAT COMPLIANCE CONTENT AND ANY OTHER INFORMATION ACCESSED THROUGH OR GENERATED BY THE LICENSED SOFTWARE – AND CUSTOMER’S INTERPRETATION OF ANY SUCH INFORMATION – IS ACCURATE, UP-TO-DATE, AND SUITABLE TO CUSTOMER’S PARTICULAR ORGANIZATIONAL STRUCTURE, PRODUCTS, SERVICES, AND OBLIGATIONS.

13. Maintenance Releases and Updates. From time-to-time, Company may publish and push new release and version updates for Licensed Software at no additional licensing fee to Customer (“Maintenance Releases”). Maintenance Releases may include, for example, modifications that correct bugs, inaccuracies, defects, and other errors in Licensed Software (“Errors”) and improvements to Licensed Software that may include new capabilities or performance enhancements or changes to existing capabilities and performance parameters. All Maintenance Releases shall, upon publication by Company, be deemed “Licensed Software” under and subject to the terms of this Agreement. If a question arises as to whether a Licensed Software offering is a Maintenance Release (for which there is no additional licensing fee) or additional Licensed Software (for which there is an additional licensing fee), the Company’s sole decision shall prevail.

14. Compliance Content Updates. Company frequently publishes and pushes new Compliance Content and updates to existing Compliance Content at no additional licensing fee to Customer (“Compliance Content Updates”). All Compliance Content Updates shall, upon publication by Company, be deemed “Compliance Content” under and subject to the terms of this Agreement. If a question arises as to whether a Licensed Software offering is a Compliance Content Update (for which there is no additional licensing fee) or additional Licensed Software (for which there is an additional licensing fee), the Company’s sole decision shall prevail.

15. Error Reporting. Should Customer encounter any Errors in any Licensed Software (including in any Compliance Content), it shall communicate them to Company’s Help Desk and grant Company access to Customer’s Licensed Software accounts to the extent necessary for Company to investigate and attempt to rectify the Errors that Customer (or any of its users) is experiencing. Upon receipt of such communication, Company shall endeavor to investigate and rectify the Error within a commercially reasonable time by prioritizing and addressing the Error based on the severity of its impact on performance (e.g., Errors that render the Licensed Software inoperative or cause the Licensed Software to fail catastrophically; Errors that materially affect Licensed Software performance, but do not prohibit use of the Licensed Software; Errors that result in minor impacts or inconveniences).

16. No Warranty or Liability for Errors. Except as expressly provided in Section 15 (Error Reporting), Company provides no representations or warranties of any kind, express or implied, regarding Errors or the correction of Errors. Company does not represent or warrant that use of any Licensed Software (including any Compliance Content) shall be Error-free or that the Licensed Software shall operate as required, without interruption or delay. Company does not provide and does not warrant any minimum up-times, maximum down-times, overall availability, Error response-times, or other Error correction or performance metrics regarding any Licensed Software. In the event of an Error, Company’s sole and exclusive obligation, and Customer’s sole and exclusive remedy, shall be for Company use commercially reasonable efforts to correct the Error. Customer further acknowledges that Company shall not be liable for any damages of any kind arising out of or related to Errors, including for any resulting loss(es) of data or business interruptions.

17. Customer’s Obligations. Customer acknowledges that Customer’s timely provision of (and Company’s access to) Customer assistance, cooperation, complete and accurate information and data from Customer’s employees and agents, and access to Customer’s Licensed Software accounts (“Cooperation”) is essential to the performance of Licensed Software and the provision of Services, and that Company shall not be liable for any deficiency or delay in the performance of any Licensed Software or in any Services if such deficiency or delay results in any part from Customer’s failure to provide full and timely Cooperation. Cooperation includes, but is not limited to, designating an experienced project manager, IT professionals and software administrators to interface with Company during the performance of Services, allocating and engaging additional resources as may be required to assist Company in performing any Services, providing all responses, reviews and approvals that Company may request in a timely way, and reporting all Errors promptly and in accordance with Section 15 (Error Reporting).

18. Feedback. Company requests that Customer provide feedback, opinions, comments, reactions, suggestions and recommendations regarding the features and functionality of the Licensed Software (including suggestions for new features and functionalities) and the Services (collectively, “Feedback”). Customer further agrees that any and all Feedback delivered by Customer to Company shall be become, upon its delivery by Customer to Company, the sole and exclusive property, and the work product and Proprietary Information (defined in Section 22.1 (Types of Proprietary Information) below) of Company. Customer hereby irrevocably transfers and assigns to Company all of Customer's right, title, and interest worldwide in and to all Feedback, including, without limitation, all copyrights, trademarks, trade secrets, patents, industrial rights and all other intellectual and property rights related thereto, effective immediately upon its delivery by Customer to Company. Customer retains no rights to use the Feedback and agrees not to challenge the validity of the Company’s ownership in the Feedback, even if Company incorporates any of it into the Licensed Software, the Services or any other products or services.

19. Communications with Employees. To enable the Company to perform Services, provide technical support and correct Errors, Customer acknowledges and agrees that Company shall have the right, at any time and from time-to-time to contact and communicate directly with Customer’s employees and agents.

20. Anonymized Data. So that Company may continue to improve the Licensed Software, provide better technical support, and develop additional products and services in the future, Customer acknowledges and agrees that Company shall have the right to access, collect and use for any purposes, anonymized data from Customer’s instance(s) of the Licensed Software (“Anonymized Data”). Examples of Anonymized Data include, but are not limited to: (i) usage data (e.g., numbers and types of users, frequency and duration of use, features and functions accessed); (ii) technical data (e.g., performance statistics, including Errors, types of devices and operating systems that access the License Software); (iii) network data (e.g., network connections used to access the Licensed Software, including type of connection and speed of connection); (iv) configuration data (e.g., how users structure, configure and optimize their instances of the License Software); (v) behavioral data (e.g., how users navigate the pages, menus, tabs, buttons and other elements of the Licensed Software); (vi) regulatory data (e.g., regulation usage, compliance classification and functional mapping/assignments); and (vii) contracting data (e.g., contracting volumes, contract categories, contract values, contract types).

21. Proprietary Rights. As between Company and Customer, Company retains all right, title and interest worldwide, including, without limitation, in and to all copyrights, trademarks, trade secrets, patents, industrial rights and all other intellectual property rights, in and to the Licensed Software, Materials, Services, Deliverables, Compliance Content, Feedback, and Anonymized Data, including, without limitation, all copies and Derivative Works (collectively, all of the foregoing, “Intellectual Property”). Customer covenants that it shall take any action reasonably requested by Company to evidence, maintain, enforce, and defend the Company’s ownership of Intellectual Property. Customer covenants that it shall take no action to jeopardize, transfer, assign, limit or interfere in any manner with Company’s ownership of and rights with respect to Intellectual Property. Except for the explicit, limited, license rights granted by Company to Customer hereunder, nothing in this Agreement shall (or shall be construed to) restrict, impair, transfer, convey or otherwise alter or deprive Company of any of its rights or proprietary interests in any Intellectual Property.

22. Protection of Proprietary Information.

22.1. Types of Proprietary Information. Customer acknowledges that in connection with the use of the Licensed Software and receipt of the Services, Customer may obtain confidential information from Company or generate confidential information for Company, including regarding, among other things, the Licensed Software’s design, features, functionalities, attributes, characteristics, capabilities, specifications, requirements, techniques, processes, architecture, code, documentation, Materials, Deliverables, Compliance Content, performance, limitations, constraints, shortcomings, Errors, data (including Anonymized Data) and any and all Feedback. All such information shall, as between Company and Customer, belong exclusively to Company and be considered the confidential, proprietary and trade secret information of Company (collectively, “Proprietary Information”). Each of the parties also acknowledges that prior to or during the performance of this Agreement, they may share or have access to other types of Proprietary Information of the other party, including, without limitation, technologies, research and development, marketing and other business plans, the terms of this Agreement, Software and Services pricing, business information, data, trade secrets, and systems. (The party disclosing Proprietary Information shall be referred to herein as the “Discloser” and the party receiving Proprietary Information shall be referred to herein as the “Recipient.”)

22.2. Strict Confidence. Recipient covenants that it shall maintain all Proprietary Information of Discloser in strict confidence, shall not disclose any such Proprietary Information to any third party, and shall protect all such Proprietary Information with not less than the same degree of care as Recipient normally uses in the protection of Recipient’s own confidential or proprietary information, but at least with reasonable care. Recipient shall use Discloser’s Proprietary Information only for the purpose of carrying out Recipient’s obligations under this Agreement. To the extent necessary for Recipient to carry out Recipient’s obligations under this Agreement, Recipient shall be permitted to disclose Discloser’s Proprietary Information to those of Recipient’s officers, directors, managers, employees, consultants, and other professional advisors who are subject to an ongoing legal obligation to Recipient to maintain all Confidential Information on terms at least as restrictive as those contained in this Agreement. Recipient shall ensure and remain responsible for compliance by all such parties with the terms of this Agreement. Recipient covenants that it shall undertake whatever action is necessary (or authorize Discloser to do so in the name of Recipient) to prevent or remedy any breach of Recipient’s confidentiality obligations herein set forth or any other unauthorized disclosure of any Proprietary Information by its current or former officers, directors, managers, employees, consultants and other professional advisors.

22.3. Exclusions. The foregoing restrictions on disclosure and use shall not apply with respect to any Proprietary Information that (i) becomes publicly known through no fault of Recipient or (ii) becomes known to Recipient without confidential or proprietary restriction from a source other than Discloser that does not owe a duty of confidentiality to Discloser with respect to such Proprietary Information. In addition, Recipient may use or disclose Proprietary Information to the extent (i) approved in writing by Discloser or (ii) Recipient is legally compelled to disclose such Proprietary Information, provided, however, that prior to any such compelled disclosure, Recipient shall cooperate fully with Discloser in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Proprietary Information.

22.4. Equitable Relief. Customer acknowledges and agrees that, due to the unique nature of Company’s Licensed Software and all Proprietary Information related thereto, there can be no adequate remedy at law to compensate Company for the breach of any provision of this Section 22 (Protection of Proprietary Information); that any such breach would allow Customer or third parties to compete unfairly with Company resulting in irreparable harm to Company that would be difficult to measure; and, therefore, that upon any such breach or threat thereof, Company shall be entitled to injunctive and other appropriate equitable relief (without the necessity of proving actual damages), in addition to all additional remedies it may have at law or in equity.

23. Term. The term of this Agreement (“Term”) shall commence on the Purchase Order Date specified in the first Purchase Order entered into under this Agreement and shall end upon the termination of all License Periods (defined in Section 23.1 below) and Service Periods (defined in Section 23.2 below).

23.1. License Period. The License Period for each item of Licensed Software shall commence on the Purchase Order Date for such item of Licensed Software and continue through the end of the License Period specified in such Purchase Order. Thereafter, the License Period for such item of Licensed Software shall automatically renew for successive, one-year periods, unless either party notifies the other party in writing of its election to terminate the License Period for such item of Licensed Software and delivers such notice at least 45 days (but no more than 90 days) prior to the end of the initial License Period or any renewal License Period (as applicable). The initial License Period and all renewal License Periods for each item of Licensed Software are collectively referred to herein as the “License Period” for such item of Licensed Software.

23.2. Service Period. The Service Period for each of the Services ordered under this Agreement shall commence on the Purchase Order Date for such Services and continue through the end of the Service Period specified in such Purchase Order. Whenever the Service Period specified in a Purchase Order has a duration of one year or greater, the Service Period for such Services shall automatically renew for successive, one-year periods, unless either party notifies the other party in writing of its election to terminate the Service Period for such Services and delivers such notice at least 45 days (but no more than 90 days) prior to the end of the initial Service Period or any renewal Service Period (as applicable). The initial Service Period and all renewal Service Periods for each of the Services are collectively referred to herein as the “Service Period” for such Services.

23.3. Termination for Breach. Notwithstanding Sections 23.1 (License Period) and 23.2 (Service Period) above, either party may terminate a License Period or a Service Period at any time upon written notice to the other party if the other party has materially breached any material term or condition of this Agreement and fails to correct such breach within 90 days following written notice specifying the breach. Notwithstanding the foregoing, failure by Customer to make any payment amount due under this Agreement (including failure to make any payment(s) when due) shall in all instances be considered a material breach of this Agreement that must be rectified within 30 days. If Customer is in material breach of this Agreement, Company reserves the right, in addition to all other rights and remedies it may have under this Agreement or under applicable law, to suspend use of the Licensed Software, in whole or in part, and to withhold performance of Services, in whole or in part, until Customer cures the breach to Company’s satisfaction.

24. Access to Licensed Software Following Termination. Upon termination of the License Period for any Licensed Software, Customer may request, and Company in its sole discretion, may agree to continue providing Customer access to such Licensed Software (“Extended Access License”). Should Company agree to provide an Extended Access License, the terms and conditions of this Agreement shall continue to survive and bind Company and Customer with respect to such Licensed Software, except that Company may (i) limit the number of users, available features, data and content, access rights, downloading and/or exporting capabilities, and other permissions and (ii) terminate (at any time) the Extended Access License. Company may also require payment in advance for an Extended Access License. The amount due shall be calculated by reference to Customer’s most recent Annual Price for the Licensed Software, pro-rated based on the number of days of the Extended Access License.

24.1. End of Services. Upon termination for any reason of the Service Period for any Services, Company shall have the right to discontinue performing or otherwise providing such Services, in whole or in part, without liability of any kind, notwithstanding whether Company has completed or not completed the performance of such Services.

24.2. Other Rights Following Termination. Termination of this Agreement by either party for any reason shall not act as a waiver of any breach of this Agreement and shall not act as a release of either party from any liability for breach of such party’s obligations under this Agreement. Neither party shall be liable to the other for damages of any kind arising solely as a result of terminating this Agreement in accordance with its terms, and termination of this Agreement by a party shall be without prejudice to any other right or remedy of such party under this Agreement or applicable law.

24.3. Survival. Sections 20, 21, 22, 24, 25.3, 25.4, 26, 27, 28 and 29 shall survive the termination of this Agreement.

25. Pricing. Pricing for Licensed Software and Services shall be as set forth in the Purchase Order. During any Renewal Term, Company shall have the right to increase pricing by no more than ten percent (10%) per year.

25.1. Pricing Tiers. Notwithstanding Section 25 (Pricing) above, Customer acknowledges that Company maintains pricing tier categories designed to reflect and match the pricing offered to Customer for the Licensed Software to the compliance assurance value that the Licensed Software provides to Customer’s organization and business requirements. The Company uses several factors when making pricing tier assessments, including: (i) number and types of contracts processed within the Licensed Software, (ii) regulatory burden(s) imposed by such contracts; (iii) ceiling/funded values of such contracts, (iv) size and complexity of the Customer’s organization; (v) number and type(s) of Licensed Software users and (vi) file storage requirements for Customer’s content and records. If at any point during a License Period Company determines, based on these or other, similar factors, that Customer has not been, or is no longer priced within the appropriate pricing tier, Company shall have the right to notify Customer that pricing for the Licensed Software during the next Renewal Term shall reflect the more accurate pricing tier. Should this occur, Company shall notify Customer at least 90 days in advance of the upcoming Renewal Term.

25.2. Pricing Limits. The pricing indicated in Purchase Orders entitles Customer to operate the Licensed Software within specified parameters or limits, including based on: (i) number of users, (ii) user permissions, (iii) number of contracts or other records, and (iv) access to stated regulatory content. Should Customer exceed any such parameters or limits, Company shall have the right to modify Customer’s pricing for the Licensed Software to reflect the upgraded parameters/limits and shall notify Customer of the pricing change.

25.3. Payments. All payment amounts under this Agreement shall be due and payable within 30 days of the date of Company’s invoice therefore.

25.4. Late Payment. Any and all amounts past due under this Agreement shall incur a late payment charge that shall accrue at a rate of 1.5% per month or the highest rate permitted under applicable law, whichever is lower, calculated from the date due until the outstanding amount is paid in full.

26. Exclusive Warranties. THE EXPRESS WARRANTIES PROVIDED IN THESE MASTER TERMS AND CONDITIONS CONSTITUTE THE ONLY WARRANTIES MADE BY COMPANY UNDER OR IN CONNECTION WITH THIS AGREEMENT. COMPANY MAKES NO OTHER, AND HEREBY DISCLAIMS ALL OTHER, REPRESENTATIONS, WARRANTIES, AND COVENANTS OF EACH AND EVERY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY. COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABLE QUALITY, AND NONINFRINGEMENT, AND ALL WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

27. Limitation of Liability. TO THE EXTENT ALLOWED BY APPLICABLE LAW: (i) IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY DAMAGES FOR LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE OR DATA, OR INTERRUPTION OF BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND OR OTHER ECONOMIC LOSS ARISING FROM OR RELATING TO THIS AGREEMENT, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, HOWEVER CAUSED, AND (ii) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, COMPANY’S ENTIRE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SUBJECT HEREOF, UNDER ANY LEGAL THEORY (WHETHER IN CONTRACT, TORT, INDEMNITY OR OTHERWISE), IF ANY, SHALL NOT EXCEED THE “YEAR ONE” AMOUNT PAID BY CUSTOMER UNDER THE PURCHASE ORDER THAT IS MOST DIRECTLY RELATED TO EVENT(S) GIVING RISE TO THE LIABILITY.

28. Marketing. Company shall have the right to include Customer’s name and logo in Company marketing materials, including disclosing that Customer has or is utilizing the Licensed Software. Customer acknowledges and agrees that Company’s use of such information may be published in any media, including on Internet websites, data sheets, presentations, and other communications.

29. General Provisions.

29.1. Assignment. This Agreement may not be assigned by Customer, in whole or part, whether voluntarily, by operation of law or otherwise, without the prior written consent of Company. Subject to the preceding sentence, the rights and liabilities of the parties hereto shall bind, and inure to the benefit of, their respective assignees and successors and is binding on the parties and their successors and assigns. Any attempted assignment other than in accordance with this Section 29.1 shall be null and void.

29.2. Amendment. No amendment or modification of any provision of this Agreement or any Purchase Order shall be effective unless in writing and executed by a duly authorized signatory of both Company and Customer.

29.3. Governing Law, Jurisdiction and Venue. California law, without regard to conflicts or choice of law principles, shall govern the interpretation of this Agreement. Except for matters of injunctive relief, for which either party may seek arbitration or initiate proceedings in any court of competent jurisdiction, any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be finally and exclusively determined by binding arbitration. The number of arbitrators shall be one. The place of the arbitration shall be Los Angeles County, California. The arbitration shall be administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. Judgment on the award rendered by the arbitration proceeding may be entered in any court of competent jurisdiction.

29.4. Attorneys’ Fees. If any legal action, including, without limitation, an action for arbitration or injunctive relief, is brought relating to this Agreement or the breach hereof, the prevailing party in any final judgment or arbitration award, or the non-dismissing party in the event of a dismissal without prejudice, shall be entitled to the full amount of all reasonable expenses, including all court costs, arbitration fees and actual attorneys’ fees paid or incurred in good faith.

29.5. Force Majeure. Except for the payment of monies due hereunder, neither party shall be responsible or have any liability for any delay or failure to perform its obligations hereunder if such failure or delay is due, in whole or in part, to unforeseen circumstances or causes beyond its reasonable control, including, without limitation, acts of any government body, earthquake, fire, flood, storm, embargoes, labor disputes or strikes, riots, war, epidemics, pandemics, Error in Licensed Software coding, Internet, server or other network failures, power interruptions, unavailability of third party services, novelty of software/service, or unanticipated software development problems; provided that such party uses reasonable efforts to limit the resulting delay in its performance.

29.6. Waiver. Any waiver by either party of a breach of or a default under any provision of this Agreement must be in writing and shall not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this Agreement. Any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder shall not operate as a waiver of any right or remedy.

29.7. Severability. If the application of any provision of this Agreement to any particular facts or circumstances shall be held to be invalid or unenforceable by an arbitration panel or a court of competent jurisdiction, then (i) the validity and enforceability of such provision as applied to any other particular facts or circumstances and the validity of other provisions of this Agreement shall not in any way be affected or impaired thereby and (ii) such provision shall be enforced to the maximum extent possible so as to effect the intent of the parties and reformed without further action by the parties to the extent necessary to make such provision valid and enforceable.

29.8. Relationship of the Parties. Nothing contained in this Agreement shall be deemed or construed as creating a joint venture, partnership, agency, employment or fiduciary relationship between the parties. Neither party nor its agents have any authority of any kind to bind the other party in any respect whatsoever, and the relationship of the parties is, and at all times shall continue to be, that of independent contractors.

29.9. Audit. Company may, at any time during the term of this Agreement or thereafter, audit Customer’s use of the Licensed Software at Customer’s premises or remotely, as reasonably necessary to confirm that Customer is using the Licensed Software in accordance with the terms and conditions of this Agreement. Company may use a third-party organization to assist Company in conducting such an audit. Customer covenants that it shall cooperate with Company in such audit and will promptly make available to Company all information and materials reasonably required by Company to conduct such an audit.

29.10. Restricted Rights. If Customer is an agency or instrumentality of the United States Government, the Licensed Software, Materials and Compliance Content are “commercial computer Licensed Software” and “commercial computer Licensed Software documentation,” and, pursuant to FAR 12.212 or DFARS 227.7202, and their successors, as applicable. Use reproduction and disclosure of the Licensed Software, Materials and Compliance Content are governed by the terms of this Agreement.

29.11. Cumulative Remedies. The rights and remedies expressly stated in various provisions of this Agreement are cumulative and in addition to, and not in lieu of, any other rights or remedies which the party may possess at law or in equity, including, without limitation, rights or remedies under applicable patent, copyright, trade secret or proprietary rights laws, rules, and regulations.

29.12. Construction. This Agreement has been negotiated by the parties and shall be interpreted fairly in accordance with its terms and without any construction in favor of or against either party.

29.13. Entire Agreement. This Agreement (which includes one or more Purchase Orders, these Master Terms and Conditions, and the Privacy Commitment) constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior or contemporaneous representations, discussions, proposals, negotiations, conditions, agreements and communications, whether oral or written, between the parties relating to the subject matter of this Agreement and all past courses of dealing or industry custom.

1. Definitions. All terms not defined within this Privacy Commitment shall have the meanings given to them in the Agreement.

2. Data Use.

2.1. Service Provider. Company is acting as a Service Provider (as such term is defined in the California Consumer Privacy Act (“CCPA”)) with respect to information that will be provided to it by Customer, or collected by it about Customer, through Customer’s use of the Licensed Software, including Personal Information (as such term is defined in the CCPA) (collectively, all of the foregoing, “Customer Data”).

2.2. Processing and Use. Customer agrees that Company may Process (as such term as defined in the CCPA) and otherwise use Customer Data in a manner that is reasonably necessary to achieve the purposes of the Agreement, to the extent consistent with the Agreement, including this Privacy Commitment.

2.3. Third Parties. Company shall be prohibited from using, disclosing, or Processing Personal Information to or for any person or entity, including, but not limited to, marketing or commercially exploiting Personal Information provided by Customer. However, Company may provide Personal Information to Third Parties (as defined in Section 8 (Third Party Services) of the Master Terms and Conditions and to Company’s other vendors, subcontractors, consultants and other similarly-situated parties that support the Company’s development, maintenance, and operation of the Licensed Software, provided that such parties are bound to maintain such information in confidence, on terms at least as strict as those contained within Section 22 (Protection of Proprietary Information) of the Master Terms and Conditions and consistent with the terms of this Privacy Commitment.

2.4. Permitted Use. Company may retain, use, or disclose Customer Data: (i) for internal uses, including to improve the Licensed Software, provided that Company’s use of Customer Data shall not include building or modifying profiles about a natural person or a household; (ii) to detect security incidents, or protect against fraudulent or illegal activity; and (iii) to comply with legal obligations, pursue or defend legal claims, or cooperate with law enforcement authorities.

3. Compliance and Security Obligations.

3.1. Applicable Laws. Company shall comply with all applicable federal, state, and local laws requiring the protection of Personal Information, including the CCPA (collectively, “Applicable Laws”).

3.2. Deletion and Right to Know. Company shall honor all Personal Information deletion requests by Customer and Personal Information right-to-know requests by Customer, to the extent necessary for Customer to comply with Applicable Laws. Should Company receive a deletion or right-to-know request directly from an individual (or such individual’s authorized agent), Company shall notify Customer and provide reasonable assistance to Customer in responding to such request. Company shall also direct such individual (or such individual’s authorized agent) (as applicable) to submit such request to Customer, rather than to Company, but shall not otherwise respond to such requests unless required to do so by Applicable Law.

3.3. Safeguards. Company shall implement reasonable administrative, technical, physical, and organizational safeguards to protect the security, confidentiality, integrity, and availability of Customer Data, consistent with Applicable Laws. Such safeguards shall include: (i) a disaster recovery/business continuity and incident/breach response planning; (ii) role-based access and authentication controls; (iii) encryption of Personal Information; (iv) routine Licensed Software and system patches; (v) virus/malware scanning; (vi) physical security for facilities where Customer Data is stored; (vii) routine logging, monitoring, and auditing; and (viii) employee security training.

4. Incident Response. Company shall promptly report any unauthorized acquisition, access, use, disclosure, loss, or modification of Customer Data, including any Breach of Personal Information (as the term “Breach” is defined in the CCPA) to Customer. Company shall cooperate with all reasonable Customer requests for information regarding any such Breach and Company shall also take steps to investigate, mitigate, and remediate the effects of the Breach to attempt to prevent a similar Breach from occurring again.