Fabrix.ai™ ONLINE SOFTWARE AS A SERVICE (SAAS) AGREEMENT

This Online Software as a Service Agreement (this "Agreement"), made as of the effective date of the applicable Service Order (the "Effective Date"), is by and between Fabrix.ai Inc., a Delaware corporation ("Provider"), and the customer set forth on the applicable Service Order ("Customer", together with Provider, the "Parties", and each, a "Party").

By executing a Service Order with Provider, Customer also accepts the terms of this Agreement. Customer should read this Agreement carefully for the terms and conditions that govern its use of the SaaS Software and the Services. The individual executing the Service Order on Customer's behalf represents and warrants to Company that he or she is fully and duly authorized to agree to be bound by this Agreement on Customer's behalf. Company may revise and update this Agreement from time to time in its sole discretion, effective upon written notice by e-mail to the address Company has on file for Customer. Changes to this Agreement are effective immediately when Company posts them, and Customer's continued use of the SaaS Software and the Services following the posting of a revised Agreement means that Customer accepts and agrees to the changes. Customer must immediately discontinue access or use of the SaaS Software and the Services if Customer does not want to agree to the revised Agreement. The Parties hereby agree as follows:

• 1. Definitions

  Capitalized terms have the meanings set forth or referred to in this Section 1 or as otherwise defined in the Service Order attached hereto and incorporated herein by reference:

  "Access Credentials" means any user name, identification number, password, license or security key, security token, PIN or other security code, method, technology or device used, alone or in combination, to verify an individual's identity and authorization to access and use the Hosted Services.

  "Affiliate" of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term "control" (including the terms "controlled by" and "under common control with") means the direct or indirect power to direct or cause the direction of the management and policies of a Person, through the ownership of more than fifty percent (50%) of the voting securities of a Person.

  "Authorized User" means each employee of the Customer that has been granted valid Access Credentials.

  "Available" means the Hosted Services are available for access and use by Customer and its Authorized Users over the Internet and operating in material accordance with the Documentation.

  "Business Day" means a day other than a Saturday, Sunday or other day on which commercial banks in San Francisco, California are authorized or required by Law to be closed for business.

  "Contract Year" means each 12-month period commencing on the Effective Date and each subsequent anniversary of the Effective Date.

  "Customer Data" means information and data that is collected, uploaded or otherwise received, directly or indirectly, from Customer or an Authorized User by or through the Services.

  "Customer Systems" means the Customer's information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems) and networks, whether operated directly by Customer or through the use of third-party services.

  "Documentation" means any and all manuals, instructions and other documents and materials that Provider provides or makes available to Customer in any form or medium which describe the functionality, components, features or requirements of the SaaS Software.

  "Harmful Code" means any software, hardware or other technology, device or means, including any virus, worm, malware or other malicious computer code, the purpose or effect of which is to: (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system or network or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality or use of any data processed thereby; or (b) prevent Customer or any Authorized User from accessing or using the Services or Provider Systems as intended by this Agreement. Harmful Code does not include any Provider Disabling Device.

  "Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

  "Law" means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree or other requirement or rule of any federal, state, local or foreign government or political subdivision thereof, or any arbitrator, court or tribunal of competent jurisdiction.

  "Linked Assets" means any Customer or third party digital assets, software tools, applications or databases provided or made accessible by Customer to be monitored by and otherwise used in conjunction with the SaaS Software.

  "Open-Source Components" means any software component that is subject to any open-source copyright license agreement, including any GNU General Public License or GNU Library or Lesser Public License, or other obligation, restriction or license agreement that substantially conforms to the Open Source Definition as prescribed by the Open Source Initiative or otherwise may require disclosure or licensing to any third party of any source code with which such software component is used or compiled.

  "Permitted Use" means to support the internal requirements of Customer's management of its information technology infrastructure in the ordinary course of such activities.

  "Person" means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association or other entity.

  "Provider Disabling Device" means any software, hardware or other technology, device or means (including any back door, time bomb, time out, drop dead device, software routine or other disabling device) used by Provider or its designee to disable Customer's or any Authorized User's access to or use of the Services automatically with the passage of time or under the positive control of Provider or its designee.

  "Provider Materials" means the SaaS Software, Documentation and Provider Systems and any and all other information, data, documents, materials, works and other content, devices, methods, processes, hardware, software and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans or reports, that are provided or used by Provider or any Subcontractor in connection with the Services or otherwise comprise or relate to the Services or Provider Systems. For the avoidance of doubt, Provider Materials include any information, data or other content derived from Provider's monitoring of Customer's access to or use of the Services, but do not include Customer Data, but do not include any Linked Assets.

  "Provider Systems" means the information technology infrastructure used by or on behalf of Provider in performing the Services, including all computers, software, hardware, databases, electronic systems (including database management systems) and networks, whether operated directly by Provider or through the use of third-party services. For the avoidance of doubt, Provider Systems do not include any Linked Assets.

  "Representatives" means, with respect to a Party, that Party's and its Affiliates' employees, officers, directors, agents, independent contractors, subcontractors and legal advisors.

  "SaaS Software" means Provider's IT analytics software application or applications described in the Service Order, including, to the extent described in the Service Order, the platform known in the marketplace as cfxDimensions and associated Fabrix.ai supplied applications, and all new versions, updates, revisions, improvements and modifications thereof, which Provider provides remote access to and use of as part of the Services.

  "Service Hours" means between 9:00 a.m. and 5:00 p.m. (Pacific Time) on each Business Day.

  "Service Level Failure" means a material failure of the Hosted Services to meet the Availability Requirement (as defined in Section 4.1).

  "Service Order" means a Service Order entered into by Company and Customer that references this Agreement, and which is incorporated herein by reference.

  "Third-Party Materials" means materials and information, in any form or medium, that are not proprietary to Provider, including any third-party: (a) documents, data, content or specifications; (b) Open-Source Components or other software, hardware or other products, facilities, equipment or devices; and (c) accessories, components, parts or features of any of the foregoing.

• 2. Services

  2.1 Services. Subject to and conditioned on Customer's and its Authorized Users' compliance with the terms and conditions of this Agreement, during the Term, Provider shall use commercially reasonable efforts to provide to Customer and its Authorized Users the following services (collectively, the "Services"): (a) the hosting, management and operation of the SaaS Software and other services for remote electronic access and use by the Customer and its Authorized Users ("Hosted Services"); (b) the Support Services described in Section 4.4; and (c) such other services as may be specified in the Service Order.

  2.2 Changes. Provider reserves the right to make any changes to the Services and Provider Materials that it deems necessary or useful to: (a) maintain or enhance (i) the quality or delivery of Provider's services to its customers, (ii) the competitive strength of or market for Provider's services or (iii) the Services' cost efficiency or performance; or (b) comply with applicable Law. Without limiting the foregoing, either Party may, at any time during the Term, request in writing changes to the Services. No requested changes will be effective unless and until memorialized in a written change order signed by both Parties.

  2.3 Subcontractors. Provider may from time to time in its discretion engage third parties to perform Services (each, a "Subcontractor"), provided that Provider shall remain liable for any act or omission by its Subcontractors that would constitute a breach or violation of the terms of this Agreement.

  2.4 Suspension or Termination of Services. Provider may, directly or indirectly, and by use of a Provider Disabling Device or any other lawful means, suspend, terminate or otherwise deny Customer's, any Authorized User's or any other Person's access to or use of all or any part of the Services or Provider Materials, without incurring any resulting obligation or liability, if: (a) Provider receives a judicial or other governmental demand or order, subpoena or law enforcement request that expressly or by reasonable implication requires Provider to do so; (b) this Agreement expires or is terminated; or (c) Customer or any Authorized User has (i) accessed or used the Services beyond the scope of the rights granted or for a purpose not authorized under this Agreement, (ii) been, involved in any fraudulent, misleading or unlawful activities relating to or in connection with any of the Services, (iii) otherwise failed to comply with any material term of this Agreement, and has failed to cure such non-compliance within ten (10) days after written notice thereof from Provider. This Section 2.4 does not limit any of Provider's other rights or remedies, whether at law, in equity or under this Agreement.

  2.5 Free Trial Period. If, as indicated in your Service Order, Provider is offering its Services and Provider Materials on a limited free trial or proof of value use basis, then, notwithstanding any contrary provision in this Agreement: (a) Customer is permitted to access and use the Services and Provider Materials only for internal demonstration, testing or evaluation purposes; and (b) ALL SERVICES AND PROVIDER MATERIALS ARE PROVIDED "AS IS" WITHOUT SUPPORT OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND THE AGGREGATE LIABILITY OF PROVIDER AND ITS LICENSORS, SERVICE PROVIDERS AND SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER SHALL NOT EXCEED $100 UNDER ANY CIRCUMSTANCES. If at the end of the applicable free trial or proof of value period Customer and Provider have not entered into a Service Order for Customer's full access and use of the Services and Provider Materials, then this Agreement shall automatically terminate as of such date with the effects set forth in Sections 9.3 and 9.4 below, provided that Provider will use commercially reasonable efforts to retain and permit Customer to retrieve in a mutually-agreeable format all Customer Data for a period of up to 30 days following the expiration of the free trial or proof of value period. If prior to the end of the applicable free trial or proof of value period Customer and Provider have entered into a Service Order for Customer's full access and use of the Services and Provider Materials, then the provisions of this Section 2.5 shall no longer apply as to the time period commencing on the effective date of the applicable Service Order, and Provider shall use commercially reasonable efforts to convert all Customer Data used by Customer with the Services and Provider Materials during the applicable free trial or proof of value period into a format that will continue to be usable in connection with Customer's full access and use of the Services and Provider Materials.

• 3. Authorization and Customer Restrictions.

  3.1 Authorization. Subject to and conditioned on Customer's and its Authorized Users' compliance with the terms and conditions of this Agreement, Provider hereby authorizes Customer to access and use, during the Term, the Services and such Provider Materials as Provider may supply or make available to Customer solely for the Permitted Use by and through Authorized Users in accordance with the Documentation. This authorization is non-exclusive and, other than as may be expressly set forth in Section 14.5, non-transferable.

  3.2 Authorization Limitations and Restrictions. Customer shall not, and shall not permit any other Person to, access or use the Services or Provider Materials except as expressly permitted by this Agreement and, in the case of Third-Party Materials, the applicable third-party license agreement. For purposes of clarity and without limiting the generality of the foregoing, Customer shall not, except as this Agreement expressly permits: (a) copy, modify or create derivative works or improvements of the Services or Provider Materials; (b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any Services or Provider Materials to any Person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud or other technology or service; (c) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Services or Provider Materials, or the underlying structure, ideas, know-how, algorithms or methodology relevant to the Services or Provider Materials, in whole or in part; (d) bypass or breach any security device or protection used by the Services or Provider Materials or access or use the Services or Provider Materials other than by an Authorized User through the use of its then valid Access Credentials; (e) input, upload, transmit or otherwise provide to or through the Services or Provider Systems, any information or materials that are unlawful or injurious, or contain, transmit or activate any Harmful Code; (f) damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Services, Provider Systems or Provider's provision of services to any third party, in whole or in part; (g) remove, delete, alter or obscure any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Services or Provider Materials, including any copy thereof; (h) access or use the Services or Provider Materials in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Right or other right of any third party, or that violates any applicable Law; (i) access or use the Services or Provider Materials for purposes of competitive analysis of the Services or Provider Materials, the development, provision or use of a competing software service or product; (j) knowingly aid or assist any Authorized User or other Person in taking any of the actions prohibited by this Section 3.2. Customer shall immediately notify Provider should it learn that Customer, any Authorized User or any other Person has taken any action prohibited by this Section 3.2.

• 4. Support; Service Levels and Credits.

  4.1 Service Levels. Subject to the terms and conditions of this Agreement, Provider will use commercially reasonable efforts to make the Hosted Services Available at least ninety-nine and nine-tenths percent (99.9%) of the time during Service Hours as measured over the course of each calendar month during the Term (each such calendar month, a "Service Period"), excluding unavailability as a result of any of the Exceptions described below in this Section 4.1 (the "Availability Requirement"). For purposes of calculating the Availability Requirement, the following are "Exceptions" to the Availability Requirement, and neither the Hosted Services will be considered un-Available nor any Service Level Failure be deemed to occur in connection with any failure to meet the Availability Requirement or impaired ability of Customer or its Authorized Users to access or use the Hosted Services that is due, in whole or in part, to any: (a) access to or use of the Hosted Services by Customer or any Authorized User that does not comply with this Agreement and the Documentation; (b) Customer's or its Authorized User's Internet connectivity; (c) any Force Majeure Event or any unscheduled, emergency maintenance in connection with any Force Majeure Event; (d) failure, interruption, outage or other problem with any software, hardware, system, network, or other technology infrastructure that is not part of the Provider Systems; (e) Scheduled Downtime; or (f) disabling, suspension or termination of the Services pursuant to Section 2.4.

  4.2 Service Level Failures and Remedies. In the event of a Service Level Failure, Provider shall issue a credit to Customer in the amount indicated in the table below (each a "Service Credit"), subject to the following: (a) Provider has no obligation to issue any Service Credit unless Customer requests such Service Credit in writing within 30 days of the Service Level Failure, including with such request a detailed description of the un-Availability of the Hosted Services (including the dates and times of such un-Availability); and (b) Provider has no obligation to issue any Service Credit if at the time of Customer's request for a Service Credit Customer is in material breach of this Agreement. Any Service Credit payable to Customer under this Agreement will be issued to Customer in the calendar month following the Service Period in which the Service Level Failure occurred. THIS SECTION 4.2 SETS FORTH PROVIDER'S SOLE OBLIGATION AND LIABILITY AND CUSTOMER'S SOLE REMEDY FOR ANY SERVICE LEVEL FAILURE.

  Availability LevelService Credit

  =============================================

  (Percentage of the applicable monthly fee for the Hosted Services due for the Service Period the Service Level Failure occurred)99.9% or aboveNo Service Level FailureBelow 99.9% but above 99.0%[5]% Service CreditBelow 99.0% but above 98.0%[8]% Service CreditBelow 98.0% but above 95.0%[10]% Service CreditBelow 95.0% but above 90.0%[15]% Service CreditBelow 90.0%[25]% Service Credit

  4.3 Scheduled Downtime. Provider will use commercially reasonable efforts to: (a) schedule downtime for routine maintenance of the Hosted Services between the hours of 10:00 p.m. and 6:00 a.m., Pacific Time; and (b) give Customer at least forty-eight (48) hours prior notice of all scheduled outages of the Hosted Services ("Scheduled Downtime").

  4.4 Support Services.

  1. (a) Payment of all fees in accordance with the terms of this Agreement and the Service Order shall entitle Customer to up to ten (10) hours of standard support services ("Support Services") during each Contract Year. Support Services shall include the following: (i) telephone and e-mail support during Service Hours to: (A) provide technical and operational assistance for the use of the Hosted Services and SaaS Software, including assistance with initial configuration of the SaaS Software, and (B) attempt to correct any reproducible failure of the Hosted Services (including the SaaS Software) to perform in accordance with the Documentation; and (ii) case management to help track the status of any failures reported to Provider. Customer shall provide all information and assistance reasonably requested by Provider in connection with providing such Support Services.
  2. (b) Customer may purchase additional Support Services in accordance with the terms of a Service Order.
  3. (c) Notwithstanding anything to the contrary stated herein, Support Services exclude: (i) support for software or hardware that is not part of the Provider Systems; (ii) support for any part of the Customer Systems; (iii) on-site training assistance; (iv) on-site dispatch of Provider personnel; and (v) performance of any professional, consulting or advisory services.

• 5. Security.

  5.1 Security Program. Provider shall develop, implement, maintain, and monitor a written data security program that contains commercially reasonable administrative, technical, and physical safeguards to protect against anticipated threats or hazards to the security, confidentiality or integrity of Customer Data, including the unauthorized or accidental acquisition, destruction, loss, alteration or use of, and the unauthorized access to, Customer Data.

  5.2 Review of Security Program. Provider shall review and, as appropriate, revise its data security program at least annually or whenever there is a material change in Provider's business practices that may reasonably affect the security or integrity of Customer Data.

  5.3 Physical and Environmental Security. Provider shall ensure that its information processing facilities that handle, process, and store Customer Data are housed in secure areas and protected by perimeter security, such as barrier access controls that provide a physically secure environment from unauthorized access, damage, and interference.

  5.4 Security Breaches. Provider shall promptly report to Customer any unauthorized acquisition, access, use or disclosure of Customer Data maintained on servers owned or otherwise licensed by Provider from a third party (e.g., AWS) (each, a "Security Breach"). Provider shall also use diligent efforts to contain and counteract any such Security Breach in a timely manner and deliver to Customer a root cause assessment and future incident mitigation plan with regard to each Security Breach.

  5.5 Data Backup and Disaster Recovery. Provider shall maintain or cause to be maintained commercially reasonable disaster avoidance procedures designed to safeguard the Customer Data, Provider's processing capability and the availability of the Hosted Services, in each case throughout the Term and at all times in connection with its actual or required performance of the Services hereunder. Without limiting the foregoing, Provider shall conduct or have conducted daily backups of Customer Data and perform or cause to be performed other periodic backups of Customer Data and store such backup Customer Data in a commercially reasonable location and manner. Upon expiration or termination of this Agreement, Provider shall provide Customer with a copy of the backed up Customer Data in such machine readable format as is mutually agreed upon by the Parties.

• 6. Confidentiality.

  6.1 Confidential Information. In connection with this Agreement each Party (as the "Disclosing Party") may disclose or make available to the other Party (as the "Receiving Party") Confidential Information. Subject to Section 6.2, "Confidential Information" means information in any form or medium (whether oral, written, electronic or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party's technology (including source code), trade secrets, know-how, business operations, plans, strategies, customers, pricing information, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, whether or not marked, designated or otherwise identified as "confidential". Without limiting the foregoing: (a) all Provider Materials are the Confidential Information of Provider; and (b) the terms and existence of this Agreement are the Confidential Information of Provider.

  6.2 Exclusions and Exceptions. Confidential Information does not include information that the Receiving Party can demonstrate by written or other documentary records: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information's being disclosed or made available to the Receiving Party in connection with this Agreement; (b) was or becomes generally known by the public other than by the Receiving Party's or any of its Representatives' noncompliance with this Agreement; (c) was or is received by the Receiving Party on a non-confidential basis from a third party that was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) the Receiving Party can demonstrate by written or other documentary records was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.

  6.3 Protection of Confidential Information. As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall: (a) not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement; (b) except as may be permitted under the terms and conditions of Section 6.4, not disclose or permit access to Confidential Information other than to its Representatives who: (i) need to know such Confidential Information for purposes of the Receiving Party's exercise of its rights or performance of its obligations under and in accordance with this Agreement; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party's obligations under this Section 6; and (iii) are bound by confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section 6; (c) safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care it uses to protect its confidential information and in no event less than a reasonable degree of care; (d) promptly notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information and take all reasonable steps to prevent further unauthorized use or disclosure; and (e) ensure its Representatives' compliance with, and be responsible and liable for any of its Representatives' non-compliance with, the terms of this Section 6.

  6.4 Compelled Disclosures. If the Receiving Party or any of its Representatives is compelled by applicable Law to disclose any Confidential Information then, to the extent permitted by applicable Law, the Receiving Party shall: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under Section 6.3; and (b) provide reasonable assistance to the Disclosing Party, at the Disclosing Party's sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this Section 6.4, the Receiving Party remains required by Law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose and shall use commercially reasonable efforts to obtain assurances from the applicable court or other presiding authority that such Confidential Information will be afforded confidential treatment.

• 7. Fees and Payment.

  7.1 Fees. Customer shall pay to Provider the fees and charges as set forth in the Service Order (collectively, the "Fees") in accordance with the terms of the Service Order and this Section 7. All payment obligations are non-cancelable and all Fees paid are non-refundable.

  7.2 Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Without limiting the foregoing, Customer is responsible for all sales, service, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Provider's income.

  7.3 Payment. Customer shall make all payments hereunder in US dollars. Customer shall, upon the written request from Provider, establish and maintain valid and updated credit card information or a valid ACH auto debit account (in each case, the "Automatic Payment Method"). Upon establishment of such Automatic Payment Method, Provider is hereby authorized to charge the Fees using such Automatic Payment Method. If Provider does not require Customer to establish and maintain an Automatic Payment Method, Provider shall invoice Customer in advance for the applicable Fees. Except as set forth in this Agreement, invoiced amounts are due net 30 days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to Provider and notifying Provider of any changes to such information.

  7.4 Late Payment. If Customer fails to make any payment when due then, in addition to all other remedies that may be available to Provider: (a) Provider may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable Law; and (b) if such failure continues for ten (10) calendar days following written notice that such payment is past due, Provider may suspend performance of the Services until all past due amount and interest thereon have been paid. The remedies specified in this Section 7.4 are in addition to, and no in lieu of, Provider's right to terminate this Agreement under Section 9.2(a).

• 8. Intellectual Property Rights.

  8.1 Services and Provider Materials. All right, title and interest in and to the Services and Provider Materials (including, for the avoidance of doubt, all features, functionality, look and feel, ideas, algorithms, methods and concepts underlying or embedded in the SaaS Software) and all Intellectual Property Rights therein, are and will remain with Provider and the respective rights holders in the Third-Party Materials. To the extent Provider develops corrections, enhancements, improvements, derivative works or software relating to the Services or Provider Materials based upon ideas or suggestions submitted by Customer to Provider, Customer hereby irrevocably assigns its rights to such ideas or suggestions or joint contributions to Provider, together with all Intellectual Property Rights in or relating thereto. Customer has no right, license or authorization with respect to any of the Services or Provider Materials (including Third-Party Materials), except as expressly set forth in Section 3.1 or the applicable third-party license, in each case subject to Section 3.2. All other rights in and to the Services and Provider Materials (including Third-Party Materials) are expressly reserved by Provider and the respective third-party licensors.

  8.2 Customer Data. As between Customer and Provider, Customer is and will remain the sole and exclusive owner of all right, title and interest in and to all Customer Data, including all Intellectual Property Rights relating thereto, subject to the rights and permissions granted in Section 8.3.

  8.3 Consent to Use Customer Data. Customer hereby grants all such rights and permissions in or relating to Customer Data: (a) during the Term, to Provider, its Subcontractors and the Provider personnel as are necessary or useful to perform the Services; (b) during the Term and thereafter, to Provider as are necessary to enforce this Agreement and exercise its rights and perform its obligations hereunder; and (c) to Provider during the Term and thereafter, in aggregated and de-identified form only, for internal research purposes, to improve the quality of its analytics and to improve its algorithms. Customer specifically acknowledges and agrees that the rights and permissions in clause (c) above shall survive any expiration or termination of this Agreement.

  8.4 AI Model Improvements. To the extent Provider makes any improvements to its algorithms ("Improvements") based upon the SaaS Software's processing of Customer Data and the resulting "machine learning" or "training" of its algorithms, Customer agrees that Provider owns all right, title and interest in and to the Improvements, including all related Intellectual Property Rights. Customer specifically acknowledges and agrees that any Improvements may be used for the benefit of Customer and Provider's other customers.

• 9. Term and Termination.

  9.1 Term. Unless otherwise terminated in accordance with this Agreement, the initial term of this Agreement shall be as set forth in the Service Order (the "Initial Term"). Thereafter, this Agreement will automatically renew for successive Contract Years unless earlier terminated pursuant to any of the Agreement's express provisions or either Party gives the other Party written notice of non-renewal at least ninety (90) calendar days prior to the expiration of the then-current term (each a "Renewal Term" and, collectively, together with the Initial Term, the "Term").

  9.2 Termination. In addition to any other express termination right set forth elsewhere in this Agreement, this Agreement or any individual Service Order may be terminated at any time:

  • (a) by Provider, effective on written notice to Customer, if Customer fails to pay any amount when due under this Agreement, where such failure continues more than ten (10) calendar days after Provider's delivery of written notice thereof;
  • (b) by either Party, effective on written notice to the other Party, if the other Party materially breaches this Agreement and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured 30 days after the non-breaching Party provides the breaching Party with written notice of such breach; and
  • (c) by either Party, effective immediately, if the other Party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay its debts as they become due; (iii) becomes the subject of any voluntary or involuntary bankruptcy p roceeding under any domestic or foreign bankruptcy or insolvency Law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property.

  9.3 Effect of Termination or Expiration. Upon any expiration or termination of this Agreement, except as expressly otherwise provided in this Agreement:

  • (a) all rights, licenses and authorizations granted by either Party to the other hereunder will immediately terminate (other than the rights that expressly survive expiration or termination of this Agreement in Section 8.3(c));
  • (b) Provider may disable all Customer and Authorized User access to the Hosted Services and Provider Materials;
  • (c) Except as expressly provided in Section 8.3(c) above, Provider shall immediately cease all use of any Customer Data or Customer's Confidential Information and (i) promptly destroy or, at Customer's written request and upon payment in an amount equal to the then-current monthly recurring subscription Fee, return, all documents and tangible materials containing, reflecting, incorporating or based on Customer Data or Customer's Confidential Information; and (ii) permanently erase all Customer Data and Customer's Confidential Information from all systems Provider directly or indirectly controls, provided, however, that Provider may retain Customer Data in its backups, archives and disaster recovery systems until such Customer Data is deleted in the ordinary course (but will remain subject to all confidentiality, security and other applicable requirements of this Agreement); and
  • (d) Customer shall immediately cease all use of any Services or Provider Materials and (i) promptly return to Provider, or at Provider's written request destroy, all documents and tangible materials containing, reflecting, incorporating or based on any Provider Materials or Provider's Confidential Information, and (ii) permanently erase all Provider Materials and Provider's Confidential Information from all systems Customer directly or indirectly controls.
  9.4 Surviving Terms. The provisions set forth in the following sections, and any other right, obligation or provision under this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement: Section 1 (Definitions), Section 3.2 (Authorization Limitations and Restrictions), Section 6 (Confidentiality), Section 8 (Intellectual Property Rights), Section 9.3 (Effect of Termination or Expiration), this Section 9.4 (Surviving Terms); Section 10.4 (Disclaimer), Section 11 (Indemnification), Section 12 (Limitations of Liability) and Section 14 (Miscellaneous).

• 10. Representations and Warranties.

  10.1 Mutual Representations and Warranties. Each Party represents, warrants and covenants to the other Party that: (a) it is duly organized, validly existing and in good standing as a corporation or other entity under the Laws of the jurisdiction of its incorporation or other organization; (b) the execution of each Service Order by its representative whose signature is set forth on the Service Order has been duly authorized by all necessary corporate or organizational action of such Party; (c) when executed and delivered by both Parties, this Agreement will constitute the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms; and (d) it shall comply with all applicable federal and state laws, statutes, rules and regulations in the performance of its obligations hereunder.

  10.2 Services Warranty. Provider warrants to Customer that it will perform the Services in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and will devote adequate resources to meet its obligations under this Agreement. If any Services are not performed in accordance with this Section 10.2 and Customer provides written notice to Provider within 30 days after completion of such Services, Provider shall re-perform such non-conforming Services at no additional cost to Customer. THE PROMPT RE-PERFORMANCE OF SERVICES SHALL BE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY, AND PROVIDER'S ONLY AND ENTIRE OBLIGATION AND LIABILITY, FOR ANY BREACH OF THE WARRANTIES IN THIS SECTION 10.2.

  10.3 SaaS Software and Hosted Services Warranty. (a) Subject to the limitations and conditions set forth in Section 10.3(b), Provider warrants to Customer that the SaaS Software and Hosted Services will substantially conform in all material respects to the specifications set forth in the Documentation.

  (b) Notwithstanding the foregoing, the warranty set forth in Section 10.3(a) does not apply to errors arising out of or relating to: (i) any operation or use of, or other activity relating to, the SaaS Software and/or Hosted Services other than as specified in the Documentation; (ii) the operation of, or access to, Customer's or a third party's system or network; (iii) any Open-Source Components; or (iv) Customer's breach of any material provision of this Agreement. (c) If Provider breaches, or is alleged to have breached, any of the warranties set forth in Section 10.3, Provider may, at its sole option and expense, take any of the following steps to remedy such breach: (i) modify, fix or correct the SaaS Software and/or Hosted Services to remedy such non-conformity; (ii) replace the non-conforming portion of the SaaS Software and/or Hosted Services, as applicable, with functionally equivalent software (which software will, on such replacement, constitute SaaS Software hereunder); and/or (iii) terminate this Agreement and promptly refund to Customer, on a pro rata basis, the share of any Fees prepaid by Customer for the future portion of the Term that would have remained but for such termination. (d) If Provider does not cure a warranty breach or terminate this Agreement as permitted by Section 10.3(c) within a reasonable period of time after Provider's receipt of written notice of such breach, Customer shall have the right to terminate this Agreement and Provider shall promptly refund to Customer, on a pro rata basis, the share of any Fees prepaid by Customer for the future portion of the Term that would have remained but for such termination. THE REMEDIES SET FORTH IN SECTION 10.3(c) AND THIS SECTION 10.3(d) SET FORTH THE CUSTOMER'S SOLE REMEDY AND THE PROVIDER'S ENTIRE OBLIGATION AND LIABILITY FOR ANY BREACH OF THE WARRANTES PROVIDED IN THIS SECTION 10.3.

  10.4 DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS LIMITED WARRANTIES SET FORTH IN SECTION 10.2 AND 10.3, ALL SERVICES AND PROVIDER MATERIALS ARE PROVIDED "AS IS" AND PROVIDER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, AND PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR PROVIDER MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED "AS IS" AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD PARTY MATERIALS IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.

  10.5 Customer Representations and Warranties. Customer represents and warrants to Provider that (a) it either owns, or has the legal right to use, and permit Provider and its Subcontractors to access and use as contemplated by this Agreement, the Customer Data and the Linked Assets with which the SaaS Software will be used, and (b) Provider's and its Subcontractors access to and use of the Customer Data and Linked Assets as contemplated by this Agreement does not infringe, misappropriate or violate any Intellectual Property Rights or privacy rights of any third party.

• 11. Indemnification.

  11.1 Provider Indemnification. Provider shall defend Customer and its officers, directors, employees, agents, successors and permitted assigns (each, including Customer, a "Customer Indemnitee") from and against any claims, actions, suits, proceedings or demands (each, a "Claim") brought by a third party against a Customer Indemnitee, and shall indemnify and hold the Customer Indemnitees harmless from any associated liabilities, losses, damages, costs or expenses (including reasonable attorneys' fees) finally awarded by a court of competent jurisdiction or paid in accordance with a settlement agreement with such third party (collectively, "Losses"), in each case to the extent the same are based on allegations that the Services or Provider Materials (excluding the Customer Data) or Customer's use thereof as permitted hereunder infringes any U.S. patent, copyright or trademark of such third party, or misappropriates the trade secret of such third party (each, an "Infringement Claim"). Notwithstanding the foregoing, Provider shall have no liability or obligation with respect to any Infringement Claim that is based upon or arises out of: (i) the use of the Services or Provider Materials, as applicable, in combination with any software or hardware not expressly authorized by Provider, (ii) any modifications or configurations made to the Services or Provider Materials, as applicable, by anyone other than Provider (or a party acting under the direction of Provider) without Provider's prior written consent, (iii) any design specifications requested by Customer, (iv) any action taken relating to use of the Services or Provider Materials, as applicable, that is outside the scope of the licenses granted herein, and/or (v) any Claims or Losses for which Customer is obligated to indemnify Provider pursuant to Section 11.2 (collectively, the "Excluded Claims"). Additionally, Provider shall have no liability or obligation with respect to any Infringement Claim that is based upon or arises out of the use of any Open-Source Components.

  11.2 Customer Indemnification. Customer shall defend Provider and its officers, directors, employees, agents, successors and permitted assigns (each, including Provider, a "Provider Indemnitee") from and against any Claims brought by a third party against a Provider Indemnitee, and shall indemnify and hold the Provider Indemnitees harmless from any associated Losses incurred by the Provider Indemnitee, in each case to the extent the same are based on (a) a breach or alleged breach of Customer's representations and warranties in Section 10.5 above, or (b) any Excluded Claim.

  11.3 Indemnification Procedure. Each Party shall promptly notify the other Party in writing of any Claim for which such Party believes it is entitled to be indemnified pursuant to Section 11.1 or Section 11.2. The Party seeking indemnification (the "Indemnitee") shall cooperate with the other Party (the "Indemnitor") at the Indemnitor's sole cost and expense. The Indemnitor shall immediately take control of the defense and investigation of such Claim and shall employ counsel of its choice to handle and defend the same, at the Indemnitor's sole cost and expense; provided that the Indemnitor shall not, without the consent of the Indemnitee, enter into any settlement or agree to any disposition that imposes an obligation on the Indemnitee that is not wholly discharged or dischargeable by the Indemnitor, or imposes any conditions or obligations on the Indemnitee other than the payment of monies that are readily measurable for purposes of determining the monetary indemnification or reimbursement obligations of the Indemnitor. The Indemnitee's failure to perform any obligations under this Section 11.3 will not relieve the Indemnitor of its obligations under this Section 11 except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing.

  11.4 Mitigation. If any of the Services or Provider Materials are, or in Provider's opinion is likely to be, claimed to infringe, misappropriate or otherwise violate any third-party Intellectual Property Right, or if Customer's or any Authorized User's use of the Services or Provider Materials is enjoined or threatened to be enjoined, Provider may, at its option and sole cost and expense:

  (a) obtain the right for Customer to continue to use the Services and Provider Materials as contemplated by this Agreement; (b) modify or replace the Services and Provider Materials, in whole or in part, to seek to make the Services and Provider Materials (as so modified or replaced) non-infringing, while providing substantially similar features and functionality, and such modified or replacement software will constitute Services and Provider Materials, as applicable, under this Agreement; or (c) if the remedies in Section 11.4(a) and 11.4(b) are not reasonably practicable, as determined by Provider, Provider may terminate this Agreement and require Customer to immediately cease any use of the Services and Provider Materials, and Provider will refund to Customer, on a pro rata basis, the share of any Fees prepaid by Customer for the future portion of the Term that would have remained but for such termination.

  11.5 Sole Remedy. THIS SECTION 11 SETS FORTH CUSTOMER'S SOLE REMEDIES AND PROVIDER'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED OR ALLEGED CLAIMS THAT THIS AGREEMENT OR ANY SUBJECT MATTER HEREOF (INCLUDING THE SAAS SOFTWARE AND DOCUMENTATION) INFRINGES, MISAPPROPRIATES OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

• 12. Limitations of Liability.

  12.1 EXCLUSION OF DAMAGES. EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN SECTION 12.3, IN NO EVENT WILL PROVIDER, OR ANY OF ITS LICENSORS, SERVICE PROVIDERS OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE OR PROFIT; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SERVICES, OTHER THAN FOR THE ISSUANCE OF ANY APPLICABLE SERVICE CREDITS PURSUANT TO SECTION 4.2, (c) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY, OR (d) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES, IN EACH CASE REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

  12.2 CAP ON MONETARY LIABILITY. EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN SECTION 12.3, IN NO EVENT WILL THE AGGREGATE LIABILITY OF PROVIDER AND ITS LICENSORS, SERVICE PROVIDERS AND SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE AGGREGATE AMOUNT PAID TO PROVIDER HEREUNDER DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST CLAIM AGAINST PROVIDER HEREUNDER. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

  12.3 Exceptions to Limitations of Liability. The exclusions and limitations in Section 12.1 and Section 12.2 do not apply to Provider's obligations under Section 11 (Indemnification) or liability for Provider's fraud, gross negligence or willful or intentional misconduct.

• 13. Force Majeure.

  13.1 No Breach or Default. In no event will either Party be liable or responsible to the other Party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, (except for any payment obligation), when and to the extent such failure or delay is caused by any circumstances beyond such Party's reasonable control (a "Force Majeure Event"), including acts of God, flood, fire, earthquake or explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades in effect on or after the date of this Agreement, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of Law or any action taken by a governmental or public authority. Either Party may terminate this Agreement if a Force Majeure Event affecting the other Party continues substantially uninterrupted for a period of 30 days or more.

  13.2 Affected Party Obligations. In the event of any failure or delay caused by a Force Majeure Event, the affected Party shall give prompt written notice to the other Party stating the period of time the occurrence is expected to continue and use commercially reasonable efforts to end the failure or delay and minimize the effects of such Force Majeure Event.

• 14. Miscellaneous.

  14.1 Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.

  14.2 Public Announcements. Neither Party shall issue or release any announcement, statement, press release or other publicity or marketing materials relating to this Agreement or, unless expressly permitted under this Agreement, otherwise use the other Party's trademarks, service marks, trade names, logos, domain names or other indicia of source, association or sponsorship, in each case, without the prior written consent of the other Party, which shall not be unreasonably delayed or withheld; provided, however, that Provider may, without Customer's consent, include Customer's name, trademarks and/or logos on Customer's website and/or in other sales and marketing materials in order to factually identify Customer as a current or former customer (as the case may be) of Provider.

  14.3 Notices. All notices, instructions, requests, authorizations, consents, demands and other communications hereunder shall be in writing and shall be delivered by one of the following means, with notice deemed given as indicated in parentheses: (a) by personal delivery (when actually delivered); (b) by overnight courier (upon written verification of receipt); or (c) by certified or registered mail, return receipt requested (upon verification of receipt). In each case, such notices shall be addressed to a party at such party's address set forth on the Service Order (or such other address as updated by such party from time-to-time by giving notice to the other party in the manner set forth in this Section 14.3).

  14.4 Entire Agreement. This Agreement, together with any other documents incorporated herein by reference, constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the related exhibits, schedules, attachments and appendices and any other documents incorporated herein by reference, the following order of precedence governs: (a) first, this Agreement, excluding its exhibits, schedules, attachments and appendices; (b) second, the exhibits, schedules, attachments and appendices to this Agreement as of the Effective Date; and (c) third, any other documents incorporated herein by reference.

  14.5 Assignment. Customer shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement without Provider's prior written consent, which consent shall not unreasonably be delayed or withheld, provided that Customer shall have the right, without Provider's consent, to assign or otherwise transfer this Agreement in its entirety: (a) to any of its Affiliates, provided that all such rights, obligations and performance hereunder shall revert to Customer automatically and immediately at such, if any, time as such affiliated Person ceases to be an Affiliate of Customer, and provided further that Customer shall remain responsible for all acts and omissions of such Affiliate in the performance of this Agreement; or (b) in connection with any merger, consolidation or reorganization involving Customer (regardless of whether Customer is a surviving or disappearing entity), or a sale of all or substantially all of Customer's business or assets relating to this Agreement to an unaffiliated third party of good financial standing. Any purported assignment, delegation or transfer in violation of this Section 14.5 is void. This Agreement is binding on and inures to the benefit of the parties hereto and their respective permitted successors and assigns.

  14.6 No Third-party Beneficiaries. This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

  14.7 Amendment and Modification; Waiver. Except as expressly provided in the second paragraph of this Agreement, no amendment to or modification of or rescission, termination or discharge of this Agreement is effective unless it is in writing signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

  14.8 Severability. If any provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. On such determination that any term or other provision is invalid, illegal or unenforceable, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. 14.9 Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflicts of law provision or rule thereof. Any legal suit, action or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of California, in each case located in San Francisco, California, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by mail to such Party's address set forth on the Service Order will be effective service of process for any suit, action or other proceeding brought in any such court. In any event, this Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods.

  14.10 Equitable Remedies. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Sections 3.2 (Limitations and Restrictions), 5 (Confidentiality), 8 (Intellectual Property Rights) or 11 (Indemnification) of this Agreement would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including in a restraining order, an injunction, specific performance and any other relief that may be available from any court of competent jurisdiction, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.

  14.11 Counterparts. Each Service Order may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of a Service Order delivered by facsimile, e-mail or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of the Service Order.