OUR MASTER SERVICES AGREEMENT

What You Need to Know

SharkScale LLC and its related companies (collectively "SharkScale," "we," "us," "our") provide software and professional services under this Master Services Agreement ("Agreement") outlined below. All Customers, whether engaged through a Free Trial or a paid subscription, are governed by the terms and conditions set out in this Agreement. We reserve the right to make changes to this Agreement from time to time.

Master Services Agreement

This Master Services Agreement ("Agreement") sets out the terms and conditions that apply to the Customer and the Company concerning the subscription rights to access and use the Company's Managed Package software, Managed Services, and Professional Services as specified in an Order Form or Statement of Work ("SOW"). The Customer and the Company each agree that the terms of this Agreement are incorporated into each separate Order Form and SOW, and that they have read, understood, and agree to be bound by the terms of this Agreement.

Recitals

The Company is engaged in the business of providing various software and services, including strategy and consulting, design and implementation, maintenance and training, and access and use of the Company's Managed Package.

The Customer may from time to time require the Company to provide these software and services.

This Agreement sets out the terms and conditions agreed upon by the parties for their ongoing relationship and the provision of certain software and services.

Therefore, in consideration of the mutual covenants and promises contained herein, this Agreement is made as follows:

1. Definitions

Access Credentials: Means username and password pair(s) or other access credentials assigned to the Customer to use the Managed Package Subscription Services.

Business Day: Means Monday to Friday, excluding U.S. national public holidays.

Business Hours: Means the hours between 9:00 am and 5:00 pm US Eastern Standard Time (EST) on a Business Day.

Cloud Platform: Means the website or electronic platform on which the Managed Package is hosted, including any website or electronic platform controlled or operated by a third party (including but not limited to Salesforce.com, Amazon Web Services, Google Cloud Platform, Microsoft Azure, and others).

Company: Means SharkScale LLC, with offices at 758 Haddonstone Circle, Lake Mary, Florida, 32746 USA.

Confidential Information: Means all confidential, non-public, or proprietary information (including a party's Intellectual Property Rights or the terms and conditions of each Order Form and SOW), regardless of how the information is stored or delivered, exchanged between the parties before, on, or after the date of each Order Form and SOW, relating to the business, technology, or other affairs of the party disclosing the information. This does not include information:
(a) Which is in, or becomes part of, the public domain other than through a breach of this Agreement or an obligation of confidence;(b) Which the party receiving the information can demonstrate by contemporaneous written documentation was already known to it at the time of disclosure by the other party or independently developed by the party receiving the information without reference to the Confidential Information of the party disclosing the information; or(c) Which the party receiving the information acquires from a source other than the other party or any of its Representatives, where such source is entitled to disclose it on a non-confidential basis.

Contract End Date: Means the final date of availability of the Customer's Managed Package Subscription Services and/or Managed Services as specified in an Order Form.

Contract Start Date: Means the commencement date of the Managed Package Subscription Services and/or Managed Services as specified in an Order Form.

Customer: Means the entity specified as the customer in each Order Form and SOW as "Customer" entered into or accepted by the Company.

Deliverables: Includes the set-up and installation of the Managed Package, all training and service support, monthly insight reports on findings, access to reporting suites from the Company, and all collected data.

Developed Materials: Means any materials developed or created by the Company in the course of, or associated with, the Professional Services (including without limitation all data and reports) for the Customer, but excludes any Existing Materials (or enhancements or modifications of Existing Materials).

Existing Materials: Means all documents, data, designs, software systems, processes, inventions, reports, databases, computer software, hardware, and other information and intellectual property belonging to the Company, which the Company makes available to the Customer or otherwise employs for the purposes of performing the Professional Services.

Fees: Means all fees payable by the Customer under this Agreement (including any Professional Service Fees), each Order Form, and each SOW.

Helpdesk: Means the system operated by the Company which enables the Customer to notify issues and lodge requests for support services relating to the Managed Package and/or professional services performed by the Company.

Intellectual Property Rights: Means all copyright, trademark, patent, design, semiconductor, confidential information, moral, trade secret, circuit layout rights, or any similar rights to the foregoing, whether arising by common law or by statute or any right to apply for registration under a statute in respect of such rights.

Law: Means any applicable statute, regulation, by-law, ordinance, or subordinate legislation in force from time to time in the United States of America, whether made by a State, Territory, the Commonwealth, or a local government, and includes the common law and rules of equity as applicable from time to time.

Loss: Means direct disbursements, losses, liabilities, damages, charges, costs and expenses (including legal costs and expenses on a solicitor/Customer basis), claims, demands, actions, or proceedings (each a "Loss").

Managed Package: Means the object code of the computer program described in an Order Form, and all related user manuals and documentation.

Managed Package Annual Contract Value: Means the total value as specified in the Order Form for 12 calendar months of Fees for the Company's Managed Package.

Managed Package Subscription Services: Means the Company's provision of access to the Managed Package under an Order Form.

Milestone: Means any fixed date to be met by the Company in performing any of its obligations under this Agreement.

Order Form: Means the order form in a format as specified by the Company from time to time, agreed by the parties for the supply of the Managed Package Subscription Services by the Company to the Customer.

Operator: Means the third-party operator of the Cloud Platform.

Personnel: Means in relation to a party, any natural person who is an employee, officer, agent, or professional adviser of that party and, in the case of the Company, includes a subcontractor.

Professional Services: Means professional services to be performed by the Company under an SOW or Order Form, the work products, deliverables, or similar results to be produced by the Company.

Professional Services Fees: Means the fees for all Professional Services performed by the Company.

Salesforce: Means salesforce.com, inc., a Delaware corporation with its principal place of business at Salesforce Tower, 415 Mission Street, 3rd Floor, San Francisco, California 94105 USA.

Salesforce Terms of Use: Means the terms provided by Salesforce at: Salesforce Reseller Pass-Through Terms

Service Levels: Means the standards of service which the Company must achieve in providing the Managed Services to the Customer.

Specifications: Means the Customer's functional and technical requirements as described in a Statement of Work, as amended from time to time.

Managed Services: Means a pre-agreed number of service desk hours to assist the Customer with the development and support of their Managed Package and related Salesforce applications.

Subscription Fee: Means the subscription fee payable by the Customer, as set out in an Order Form.

Subscription Limitations: Means the subscription limitations set out in an Order Form.

Subscription Term: Means the term of the Managed Package Subscription Services as set out in an Order Form.

Term: Has the meaning as defined in clause 15.1 of this Agreement.

User: Means an individual who is authorized by the Customer to use the Managed Package Subscription Services, for whom subscriptions to a Managed Package Subscription Service have been ordered, and who has been supplied with Access Credentials.

2. Order Forms and Managed Package Subscription Services

2.1 Purchase of Subscription Services

During the term of this Agreement, the Customer may purchase Managed Package Subscription Services from the Company by completing an Order Form and providing it to the Company.

2.2 Incorporation of Order Form

Upon the Company's acceptance of the Order Form, the Order Form will be incorporated into this Agreement and will be subject to its terms and conditions.

2.3 User Subscriptions
(a) Managed Package Subscription Services are purchased as User subscriptions and may be accessed by no more than the specified number of Users;(b) Additional User subscriptions may be added during the applicable Subscription Term, which will be charged at the same Subscription Fee, proportional to the increase. The Company will not unreasonably withhold approval to increase the License Limitations; and(c) The added User subscriptions will terminate on the same date as the pre-existing subscriptions.

2.4 Designated Users

User subscriptions are for designated Users only and cannot be shared or used by more than one User, but may be reassigned to new Users replacing former Users who no longer require ongoing use of the Managed Package Subscription Services.

2.5 Grant of License

The Company grants the Customer a limited, non-exclusive, and non-transferable license to use and access the Managed Package on the terms and conditions of this Agreement ("License").

2.6 Compliance with Agreement

The License is subject to the Customer complying with the terms of this Agreement and using the Managed Package within the Subscription Limitations.

2.7 Increase in Subscription Fee

If the Company accepts the request to increase the User subscriptions under clause 2.3(b), the Subscription Fee will be increased from the date the additional User subscriptions are added (pro-rata for the first year on a monthly basis for the balance of the year), and the Customer must immediately pay the increased amount.

2.8 Decrease in User Subscriptions

For the avoidance of doubt, the Company may refuse to accept any request to decrease the User subscriptions during the Subscription Term.

2.9 Source Code

The Company is not required to provide the source code of the Managed Package to the Customer under any circumstances.

2.10 Order Form Amendments

Any amendments to the Order Form must be mutually agreed upon in writing by both parties and will become effective only upon such agreement.

2.11 Termination of Order Form

Termination of an Order Form will not automatically terminate this Agreement. The terms of this Agreement will continue to apply to any remaining active Order Forms unless otherwise specified.

3. Access to and Use of the Managed Package

3.1 Usage Compliance
(a) The documentation relevant to the Managed Package Subscription Services and any directions given by the Company from time to time, and only for its internal business purposes; and(b) The Salesforce Terms of Use.

3.2 Responsibility for Access Credentials

The Customer is responsible for the supervision, management, and control of all Access Credentials and the use of the Managed Package via the Access Credentials. The Customer shall ensure that Access Credentials are kept confidential and secure, and shall promptly notify the Company of any unauthorized use or security breach.

3.3 Deemed Access or Use

Except for any unauthorized use by the Company's own staff, the Customer acknowledges and agrees that any access to or use of the Managed Package Subscription Services via the Access Credentials is deemed to be access or use by the Customer. The Customer shall be liable for any actions taken using the Access Credentials.

3.4 Commencement of Services

The Managed Package Subscription Services commence on the Contract Start Date for the Managed Package set out in the Order Form and continue for the initial Subscription Term, subject to early termination of this Agreement as provided herein.

3.5 Automatic Renewal

The Customer acknowledges that the Managed Package Subscription Services will automatically renew for the same period as the initial Subscription Term upon the expiry of the then current Subscription Term unless the Customer provides written notice to the Company at least 30 days prior to the expiry of the then current Subscription Term, indicating that it does not wish to renew the Managed Package Subscription Services.

3.6 Restrictions on Use
(a) Use the Managed Package for any purpose other than as expressly authorized by this Agreement;(b) Allow any third party to access or use the Managed Package, except as expressly permitted by the Company;(c) Attempt to gain unauthorized access to the Managed Package or related systems or networks;(d) Use the Managed Package in a manner that violates any applicable laws, regulations, or the rights of any third party.

3.7 Suspension of Access
(a) The Customer is in breach of this Agreement;(b) The Company reasonably suspects fraudulent or unauthorized use of the Managed Package;(c) Required by law or regulation.

3.8 Termination for Non-Renewal

If the Customer provides notice of non-renewal in accordance with clause 3.5, access to the Managed Package Subscription Services will terminate at the end of the then current Subscription Term, and the Customer will be responsible for exporting any data before the termination date.

4. Helpdesk and Support

4.1 Helpdesk Operations

The Company operates a Helpdesk that is accessible by telephone or electronic means to provide support for the Managed Package Subscription Services.

4.2 Availability of Helpdesk
(a) By telephone during Business Hours; and(b) By electronic means (through email at [email protected]), 24 hours a day, 7 days a week, except for any planned downtime for maintenance, which the Company will use reasonable endeavors to conduct outside of Business Hours.

4.3 Reporting Issues or Faults

Customers may report issues or faults to the Company through the Helpdesk. The Helpdesk serves as the primary point of contact for support related to the Managed Package.

4.4 Company's Support Obligations
(a) Respond to and restore issues and faults relating to the Managed Package reported through the Helpdesk as soon as reasonably practicable;(b) If the issue or fault relates to the Cloud Platform and not the Managed Package, the Company will use reasonable endeavors to coordinate with the Cloud Platform provider to restore the issue or fault;(c) Provide the Customer with regular status updates on the progress of the issue or fault through the Helpdesk;(d) Inform the Customer that additional clarification (beyond the initial support request) may be required to resolve the issue or fault, and the Customer agrees to provide such clarification promptly; and(e) With respect to issues or faults, the Company must be able to reproduce the issue or fault in order to resolve them where feasible. The Customer agrees to cooperate and work closely with the Company to reproduce the issue or fault, including conducting diagnostic or troubleshooting activities as requested and appropriate.

4.5 Customer Responsibilities
(a) Provide accurate and detailed information when reporting issues or faults to the Helpdesk;(b) Cooperate with the Company’s support team by providing necessary access, information, and assistance to diagnose and resolve reported issues or faults;(c) Follow the Company’s guidelines and instructions for troubleshooting and resolving issues; and(d) Acknowledge that resolution times may vary depending on the nature and complexity of the issue or fault.

4.6 Limitations of Helpdesk Support
(a) Use of the Managed Package in a manner not in accordance with the documentation or instructions provided by the Company;(b) Modifications or alterations to the Managed Package made by the Customer or any third party without the Company’s prior written consent; or(c) Issues arising from the Customer’s hardware, software, network, or other infrastructure not provided by the Company.

5. Free Trial

5.1 Availability of Free Trial
(a) The end of the free trial period for which the Customer has registered; or(b) The Contract Start Date of the Managed Package Subscription Services purchased by the Customer under an Order Form.

5.2 Additional Trial Terms

The Customer acknowledges that additional trial terms and conditions may appear on the Company's website. Such additional terms and conditions are incorporated into this Agreement by reference and are binding on the Customer.

5.3 Data and Customizations During Trial

The Customer acknowledges that any data entered and any customizations made to the Managed Package Subscription Services by the Customer during the term of the free trial period will be permanently lost unless the Customer purchases the Managed Package Subscription Services under an Order Form.

5.4 Customer Responsibilities
(a) The Customer is responsible for exporting any such data before the end of the free trial period; and(b) Any data entered or customizations made to the Managed Package Subscription Services by the Customer during the free trial period that would be a downgrade from that covered by the trial will not be transferred if the Customer purchases the Managed Package Subscription Services under an Order Form.

5.5 Disclaimer of Warranties

Notwithstanding clause 9, the Customer acknowledges that the Managed Package Subscription Services provided under this clause 5 are provided "AS-IS" and without any warranty of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement.

5.6 Limitation of Liability During Trial

The Company's liability to the Customer for any claims arising out of or in connection with the free trial, whether in contract, tort, or otherwise, shall be limited to direct damages not exceeding $100. The Company shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or in connection with the free trial.

6. Cloud Platform and Upgrades

6.1 Compliance with Cloud Platform Terms

The Customer acknowledges that the Managed Package is hosted on the Cloud Platform, and in order to exercise its rights under this Agreement to use the Managed Package, the Customer must accept and comply with the terms of use of the Cloud Platform as annexed to or provided as a link in the Order Form, as may be amended from time to time. If the Customer fails to do so, the Company is not liable for any failure of the Customer to access or use the Managed Package.

6.2 Technical Limitations

The Customer acknowledges that use of the Managed Package may from time to time be subject to certain technical limitations. The Customer is responsible for ensuring that its use of the Managed Package complies with these technical limitations and any related guidelines provided by the Company.

6.3 Acceptance of Terms at Customer’s Risk
(a) The acceptance and compliance (or otherwise) by the Customer with the terms of use of the Cloud Platform referred to in clause 6.1;(b) Any changes to the Cloud Platform;(c) Any defects, interruptions, or unavailability of, or changes to, the Cloud Platform; or(d) Any claims or proceedings brought by the Operator against the Customer arising from or in connection with the Customer's use of the Cloud Platform.

6.4 Indemnification of Company

The Customer indemnifies the Company from and against all claims and proceedings brought by the Operator against the Company arising from or in connection with the Customer's use of the Cloud Platform, except to the extent such claims or proceedings arise from the Company’s gross negligence or willful misconduct.

6.5 Upgrades to Managed Package

The Company may from time to time upgrade the Managed Package via the Cloud Platform. All such upgrades will form part of the Managed Package and the Managed Package Subscription Services provided under this Agreement. The Company will use commercially reasonable efforts to minimize disruption during such upgrades and to provide advance notice to the Customer where practicable.

6.6 Amendments to Cloud Platform

The Cloud Platform may be amended from time to time by the Operator. The Customer acknowledges that such amendments are outside of the control of the Company. To the extent that any amendments to the Cloud Platform affect the functionality or performance of the Managed Package, the Company will use commercially reasonable endeavors to amend the Managed Package to restore its functionality and performance. The Company warrants that it is a member of all applicable Operator partner programs that relate to the Customer's use of the Managed Package per the Order Form.

7. Availability and Suspension

7.1 Service Interruptions

The Customer acknowledges and agrees that the Managed Package Subscription Services may not be free from interruptions, and the Company does not warrant that access to the Managed Package Subscription Services will be uninterrupted or available at all times. The Company will use commercially reasonable efforts to minimize any disruptions and provide timely updates to the Customer regarding the status of the services.

7.2 Suspension of Services
(a) The Company reasonably suspects that the Managed Package Subscription Services have been misused by the Customer or that the Access Credentials have been compromised;(b) The Cloud Platform is unavailable for any reason beyond the Company's control;(c) The Subscription Limitations have been exceeded;(d) Any significant adverse effect on the Managed Package Subscription Services or its operation or security occurs, which, in the reasonable opinion of the Company, is due to the use of the Managed Package Subscription Services by the Customer; or(e) Maintenance or updates are required to ensure the proper functioning or security of the Managed Package.

7.3 Notice of Suspension

The Company will provide the Customer with as much prior notice as reasonably practicable in the event of any suspension or withdrawal of the Managed Package Subscription Services under clause 7.2, except in cases of emergency or where immediate suspension is necessary to protect the integrity or security of the Managed Package.

7.4 Limitation of Liability

The Customer releases the Company from all Loss of any kind arising from or in connection with any suspension or withdrawal of the Managed Package Subscription Services under clause 7.2, except to the extent that such Loss is caused by the Company’s gross negligence or willful misconduct.

7.5 Restoration of Services

The Company will use commercially reasonable efforts to restore the Managed Package Subscription Services as soon as reasonably practicable following any suspension or withdrawal under clause 7.2.

7.6 Customer Cooperation

The Customer agrees to cooperate with the Company during any suspension or withdrawal of the Managed Package Subscription Services, including providing necessary information and access to resolve issues leading to the suspension or withdrawal.

8. Intellectual Property Rights and Data Collection

8.1 Intellectual Property Rights in the Managed Package

The Customer acknowledges and agrees that all Intellectual Property Rights in and relating to the Managed Package, including any enhancements, updates, or modifications made thereto, are and shall remain the exclusive property of the Company or its licensors (as applicable).

8.2 No Transfer of Rights

Nothing in this Agreement transfers any right, title, or interest in the Managed Package or the Cloud Platform to the Customer. The Managed Package is protected by copyright and other applicable intellectual property laws. The Customer must not copy, reproduce, distribute, modify, or create derivative works of the Managed Package by any means or in any form, nor directly or indirectly allow or cause a third party to do so, without the Company's prior written consent. The Customer must notify the Company immediately upon becoming aware of any unauthorized use or copying of the Managed Package.

8.3 Rights in Existing Material

Subject to clause 8.1, all Intellectual Property Rights subsisting in the Existing Material will remain the exclusive property of the Company. The Customer acknowledges that they have no rights, title, or interest in the Existing Material except as expressly set out in this Agreement.

8.4 Rights in Developed Materials

Subject to the Customer's payment of all relevant Fees, all right, title, and interest in the Developed Materials (including Intellectual Property Rights) will vest in the Customer. The Company agrees to assign all Intellectual Property Rights in the Developed Materials to the Customer at the Customer's request and expense but without charging any additional fee for such assignment.

8.5 License to Use Existing Materials

To the extent that any Deliverable incorporates any Existing Materials, the Company grants to the Customer a perpetual, royalty-free, non-exclusive license to use and reproduce the Existing Materials solely for the purpose of, and only to the extent required to, enjoy the benefits of the Deliverable as intended under this Agreement.

8.6 Use of Domain Knowledge and Skill Sets

Notwithstanding anything to the contrary in this Agreement, any SOW, or other correspondence between the Parties, the Company shall not be restricted from using, for its own benefit or for the benefit of a third party, the domain knowledge and skill sets acquired in the course of performing the Professional Services, provided that such use does not disclose or utilize the Customer's Confidential Information or infringe upon the Customer's Intellectual Property Rights.

8.7 Restrictions on Use
(a) Reverse engineer, decompile, or disassemble the whole or any part of the Managed Package, or create derivative works based on the Managed Package;(b) Permit or enable unauthorized access or use of the Managed Package or accompanying written materials by third parties; or(c) Directly or indirectly allow or cause a third party to do any of those things, without the Company's prior written consent.

8.8 Customer's Data

All Intellectual Property Rights in the Customer's data stored or processed during the Customer's use of the Managed Package Subscription Services remain the property of the Customer or its licensors (as applicable). The Company shall not access, use, or disclose the Customer's data except as necessary to provide the Managed Package Subscription Services or as required by law.

9. Warranties and Liability

9.1 Company Warranties
(a) It has the authority to grant the License and perform the services outlined in this Agreement.(b) The services will be performed in a professional and workmanlike manner, consistent with industry standards.(c) The Managed Package and any deliverables will be free from material defects and will perform substantially in accordance with the specifications set forth in the Order Form or SOW.(d) It will comply with all applicable laws, regulations, and codes in the performance of its obligations under this Agreement.

9.2 Exclusion of Other Warranties

Except as expressly set out in this Agreement, to the maximum extent permitted by law, the Company excludes all other representations, warranties, terms, conditions, and undertakings, whether express or implied, statutory or otherwise, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

9.3 Limitation of Liability for Implied Warranties

In relation to any condition, warranty, or representation implied by law that cannot be excluded, where permitted by law, the Company's liability is limited, at the Company's sole discretion and option, to either re-supplying the services or paying the cost of having the services re-supplied.

9.4 Customer Responsibilities
(a) Ensuring that the Managed Package and deliverables are used in accordance with the documentation and instructions provided by the Company.(b) Promptly reporting any defects or issues to the Company in a detailed and documented manner.(c) Maintaining the necessary technical environment and infrastructure to support the use of the Managed Package.

9.5 Exclusion of Indirect Damages

To the maximum extent permitted by law, neither party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, or loss of business opportunities, arising out of or in connection with this Agreement, whether based on contract, tort (including negligence), strict liability, or other legal theory, even if the party has been advised of the possibility of such damages.

9.6 Cap on Liability

Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by law, the Company's total aggregate liability to the Customer for all claims arising out of or in connection with this Agreement, whether in contract, tort (including negligence), strict liability, or other legal theory, shall not exceed the total amount of Fees paid by the Customer under the applicable Order Form or SOW during the twelve (12) months immediately preceding the event giving rise to the claim.

9.7 Indemnification by Customer
(a) Any breach by the Customer of its obligations under this Agreement;(b) The Customer's use or misuse of the Managed Package, Deliverables, Professional Services, or Managed Package Subscription Services; or(c) Any claim by a third party arising from or related to the Customer's use or access of the Managed Package, Deliverables, Professional Services, or Managed Package Subscription Services.

9.8 AI Outputs Disclaimer
(a) AI recommendations and analysis outputs are generated by an artificial intelligence system and may not be entirely accurate, complete, or applicable to all situations or contexts.(b) It is the Customer's sole responsibility to evaluate the appropriateness, accuracy, and applicability of any AI recommendations and analysis outputs before taking any action based on them.(c) The Customer should exercise discretion and seek independent advice before making any decisions based on AI outputs.

9.9 No Warranties for AI Outputs

The Company makes no representations, warranties, or guarantees, whether express or implied, that the content provided by the AI system is accurate, complete, up-to-date, suitable, or reliable. The Company expressly disclaims all liability and responsibility arising from any reliance placed on the outputs provided by the AI, including any decisions made or actions taken or not taken based on such outputs. The Customer acknowledges that the AI system's outputs are to be used as a tool for guidance only and should not replace professional judgment or independent verification.

9.10 Customer's Agreement to AI Use
(a) Agreement to this disclaimer and acknowledgment of the potential risks and limitations associated with the use of AI technology.(b) Understanding that the AI outputs are not a substitute for professional advice or independent analysis.(c) Acceptance of full responsibility for any decisions made based on the AI outputs and any resulting consequences.

10. Privacy Policy

10.1 Commitment to Privacy

The Company is committed to protecting the privacy of Personal Information related to the provision of Professional Services to the Customer in each SOW. The Company agrees to abide by its Privacy Policy, which is available on the Company’s Privacy website page.

10.2 Compliance with Privacy Laws

The Company will comply with all applicable data protection and privacy laws in relation to the collection, use, storage, and processing of Personal Information.

10.3 Use of Personal Information

The Company will only use Personal Information for the purposes of providing the Managed Package Subscription Services and Professional Services, and as otherwise permitted by the Privacy Policy.

10.4 Access and Correction

The Company will provide the Customer with access to Personal Information held by the Company and will correct any inaccuracies in such information upon the Customer’s request, in accordance with the Company’s Privacy Policy and applicable laws.

10.5 Data Security

The Company will implement and maintain appropriate technical and organizational measures to protect Personal Information against unauthorized or unlawful processing and against accidental loss, destruction, damage, alteration, or disclosure.

10.6 Data Breach Notification

In the event of a data breach that affects the Customer's Personal Information, the Company will promptly notify the Customer and take reasonable steps to mitigate the effects of the breach in accordance with the Company's Privacy Policy and applicable laws.

10.7 Third-Party Processors

The Company may engage third-party processors to process Personal Information on its behalf, provided that such processors agree to comply with privacy and security obligations consistent with this Agreement and the Company's Privacy Policy.

10.8 Retention of Personal Information

The Company will retain Personal Information only for as long as necessary to fulfill the purposes for which it was collected or as required by applicable laws, after which the Company will securely delete or anonymize the information.

10.9 International Data Transfers

If Personal Information is transferred to or accessed from a jurisdiction outside the Customer's country, the Company will ensure that such transfers are made in compliance with applicable data protection laws and that appropriate safeguards are in place to protect the Personal Information.

10.10 Customer Obligations

The Customer agrees to comply with applicable data protection and privacy laws concerning its use of the Managed Package and the provision of Personal Information to the Company.

10.11 Contact Information

For any questions or concerns regarding the Company's privacy practices, the Customer may contact the Company at the contact information provided in the Privacy Policy.

11. Data Breach Response Policy

11.1 Company's Data Breach Response Policy

The Company warrants that it has a Data Breach Response Policy in place for the Term of every Order Form and SOW. The objective of the Company's Data Breach Response Policy is to contain, assess, and respond to any reported data breaches in a timely manner to mitigate potential harm to affected parties and comply with applicable data protection laws.

11.2 Customer's Right to Access the Policy

The Customer may request the Company to provide a copy of its Data Breach Response Policy at any time. Upon such request, the Company will promptly provide the Customer with the current version of the Data Breach Response Policy.

11.3 Notification of Data Breach
(a) A description of the nature of the data breach, including the categories and approximate number of data subjects and data records concerned;(b) The likely consequences of the data breach; and(c) The measures taken or proposed to be taken by the Company to address the data breach, including, where appropriate, measures to mitigate its possible adverse effects.

11.4 Cooperation and Support

The Company will cooperate with the Customer and provide reasonable assistance and support in relation to any investigation or mitigation measures concerning a data breach. This includes, but is not limited to, providing information and documentation necessary for the Customer to fulfill its data breach reporting obligations under applicable data protection laws.

11.5 Review and Updates

The Company will review and update its Data Breach Response Policy periodically to ensure its effectiveness and compliance with evolving data protection regulations. The Company will inform the Customer of any significant changes to the policy.

11.6 Customer Obligations

The Customer agrees to promptly report any suspected or actual data breaches involving the Managed Package or related services to the Company and to cooperate with the Company in investigating and mitigating the breach.

12. Marketing

12.1 Use of Customer's Name and Logo

The Customer grants the Company permission to use the Customer's name, logo, and trademarks (collectively, "Customer Marks") in the Company's marketing materials, including but not limited to websites, presentations, case studies, and promotional materials. The Company agrees to use the Customer Marks in a manner consistent with the Customer's brand guidelines, if provided.

12.2 Trademark Attribution

The Company shall include a trademark attribution notice in any marketing materials where the Customer Marks appear, giving proper notice of the Customer's ownership of its trademarks. The attribution notice shall be in a form reasonably acceptable to the Customer.

12.3 Prior Approval

The Company shall seek the Customer's prior written approval for any new use of the Customer Marks in marketing materials. The Customer agrees not to unreasonably withhold or delay such approval.

12.4 Withdrawal of Permission

The Customer reserves the right to withdraw the permission granted under clause 12.1 at any time upon providing written notice to the Company. Upon receipt of such notice, the Company shall cease further use of the Customer Marks in any new marketing materials and shall make reasonable efforts to remove the Customer Marks from existing materials within a reasonable period.

12.5 No Endorsement

Use of the Customer Marks in the Company's marketing materials does not imply endorsement by the Customer of the Company's products or services. The Company shall not state or imply any such endorsement without the Customer's prior written consent.

12.6 Compliance with Laws

The Company agrees to comply with all applicable laws and regulations concerning the use of the Customer Marks in marketing materials.

12.7 Mutual Marketing Efforts

The Customer and the Company may collaborate on joint marketing efforts, such as co-branded case studies, press releases, or events. Any such collaboration shall be subject to mutual agreement and written consent of both parties.

13. Fees

13.1 Invoicing and Payment Obligations

The Company may invoice the Customer, and the Customer must pay all relevant Fees, in accordance with the Order Form and SOW. The invoices will detail the services provided and the corresponding fees.

13.2 Payment Terms

Unless expressly stated otherwise in an Order Form or the SOW, the Customer shall pay all invoices issued by the Company on the earlier of the due date for payment specified in the SOW or thirty (30) days from the invoice date.

13.3 Late Payment Interest

If the Customer fails to pay an amount by the due date for payment, the Customer must pay to the Company interest at the rate of 9% per annum on that amount, calculated and payable daily, from the due date until the amount is paid in full.

13.4 Suspension of Services

Without limiting any rights the Company may have, the Company may suspend the provision of any Professional Services and the Managed Package Subscription Services if any amount remains unpaid for a period longer than sixty (60) days. The suspension will continue until the outstanding amount, including any accrued interest, is paid in full.

13.5 Taxes

Other than taxes on the Company's net income, all amounts invoiced by the Company shall be exclusive of foreign, federal, state, or local taxes (including GST). The Customer must pay an additional amount on account of any such taxes, which will be calculated by the Company and set out in the invoice.

13.6 Disputed Invoices

If the Customer disputes any portion of an invoice, the Customer must notify the Company in writing within fifteen (15) days of the invoice date, specifying the details of the dispute. The Customer shall pay the undisputed portion of the invoice by the due date. The parties shall negotiate in good faith to resolve the disputed amount as promptly as possible.

13.7 Payment Methods

Payments shall be made via electronic funds transfer, wire transfer, or other methods as agreed upon by the parties. The Customer is responsible for any bank charges or fees associated with the payment.

13.8 No Set-Off

The Customer shall not set off any amounts due to the Company against any amounts the Company may owe to the Customer unless expressly agreed to in writing by the Company.

13.9 Adjustment of Fees

The Company reserves the right to adjust the Fees for the Managed Package Subscription Services and Professional Services at the end of each Subscription Term. The Company will provide the Customer with at least sixty (60) days' written notice of any such adjustments.

14. Confidentiality

14.1 Use and Protection of Confidential Information
(a) Disclosure is made to its representatives who need to know the information for the purposes of this Agreement, provided that such representatives are bound by confidentiality obligations no less restrictive than those contained herein;(b) Disclosure is required to comply with any applicable law, court proceedings, the requirements of any regulatory body, or the rules of any stock exchange on which the shares of that party or any Related Body Corporate of that party are listed or are proposed to be listed, provided that the disclosing party gives the other party reasonable notice (to the extent legally permissible) to contest or limit the scope of such required disclosure.

14.2 Obligations of Confidentiality
(a) Take all reasonable steps to protect and maintain the confidentiality of the other party's Confidential Information;(b) Not disclose the other party's Confidential Information to any third party without the prior written consent of the other party, except as expressly permitted by this Agreement;(c) Notify the other party promptly if it becomes aware of any unauthorized access, use, or disclosure of the other party's Confidential Information.

14.3 Return or Destruction of Confidential Information

Upon termination or expiration of this Agreement, or upon the disclosing party's written request, the receiving party shall promptly return or destroy all Confidential Information of the disclosing party in its possession or control, including all copies thereof, and certify in writing to the disclosing party that it has done so, except to the extent that the receiving party is required to retain such information by applicable law or regulation.

14.4 Exclusions from Confidential Information
(a) Is or becomes part of the public domain through no breach of this Agreement by the receiving party;(b) Is lawfully obtained from a third party without restriction on use or disclosure;(c) Is independently developed by the receiving party without reference to or use of the other party's Confidential Information.

14.5 Duration of Confidentiality Obligations

The confidentiality obligations set forth in this Section 14 shall continue for a period of five (5) years after the termination or expiration of this Agreement, or for such longer period as may be required by applicable law.

14.6 Injunctive Relief

Each party acknowledges that any unauthorized use or disclosure of the other party's Confidential Information may cause irreparable harm and significant injury, for which monetary damages may not be an adequate remedy. Accordingly, each party agrees that the other party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity in the event of any breach or threatened breach of this Section 14.

14.7 Survival

The provisions of this Section 14 shall survive the termination or expiration of this Agreement.

15. Term and Termination

15.1 Term

Unless terminated earlier in accordance with these provisions, this Agreement will commence on the applicable Contract Start Date in each Order Form and each SOW and will remain in full force and effect in respect of each Order Form and each SOW until the expiry of the Order Form or final SOW, or termination of this Agreement as set out below ("Term").

15.2 Termination Due to Breach

In the event either party materially breaches this Agreement, the innocent party may, without prejudice to its other rights and remedies, terminate this Agreement by giving prior written notice of thirty (30) days, provided that the breach remains uncured at the end of such notice period. If the breach is cured within the notice period, the termination notice shall be deemed rescinded.

15.3 Termination for Insolvency
(a) The Defaulting Party suspends payment of its debts;(b) The Defaulting Party becomes subject to a bankruptcy or insolvency proceeding under U.S. federal or state law;(c) Steps are taken by any person towards making the Defaulting Party subject to a bankruptcy or insolvency proceeding (except where the steps consist of filing an application in court and the application is withdrawn or dismissed within 14 days);(d) A trustee, receiver, or similar official is appointed over any of the property of the Defaulting Party, or any steps are taken for such an appointment (except where the steps are reversed or abandoned within 14 days);(e) The Defaulting Party fails to comply with a statutory demand for payment under applicable U.S. bankruptcy or insolvency laws; or(f) An event occurs that is analogous to any of the events specified in paragraphs (a) to (e) under the laws of another jurisdiction and has a similar effect in that jurisdiction to what it would have had under U.S. law.

15.4 Termination for Convenience

The Customer may terminate this Agreement, any SOW, or any Order Form for convenience upon written notice to the Company of not less than the greater of: (i) thirty (30) days, or (ii) the greatest number of days remaining in the term of any SOW or Order Form.

15.5 Consequences of Termination
(a) The Company is released from all obligations to provide the relevant Professional Services or the Managed Package Subscription Services;(b) The recipient of confidential information shall, at the disclosing party's direction, return or destroy it and certify in writing that this provision has been complied with; and(c) All amounts due and payable, including any expenses, costs, and investments made by the Company specifically for the Customer as identified in the relevant SOWs and Order Forms, shall be paid by the Customer to the Company immediately.

15.6 Survival

The provisions of this Agreement that by their nature should survive termination or expiration of this Agreement, including but not limited to confidentiality obligations, payment obligations, and indemnities, shall survive such termination or expiration.

16. Governing Law and Dispute Resolution

16.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, United States, without regard to its conflict of laws principles.

16.2 Dispute Resolution
(a) Initial Resolution: The parties shall attempt to resolve any dispute, controversy, or claim arising out of or relating to this Agreement, including the breach, termination, or validity thereof (a "Dispute"), amicably through good faith negotiations. If the Dispute is not resolved within thirty (30) days from the written notification of the existence of such Dispute by one party to the other, the parties shall proceed with the following alternative dispute resolution process.(b) Mediation: If the Dispute cannot be resolved through negotiation, the parties agree to submit the Dispute to mediation at a recognized mediation center located in Florida, United States. The parties shall cooperate in selecting a mediator and shall share the costs of mediation equally. The mediation shall be conducted in accordance with the mediation rules of the selected center.(c) Arbitration: If the Dispute is not resolved through mediation within sixty (60) days from the appointment of the mediator, or such other period as the parties may agree in writing, the Dispute shall be finally resolved by binding arbitration administered by a recognized arbitration center located in Florida, United States. The arbitration shall be conducted in accordance with the arbitration rules of the selected center. The arbitrator(s) shall have the authority to award any remedy or relief that a court of competent jurisdiction could award under applicable law.(d) Arbitration Procedures: The arbitration shall be conducted before a single arbitrator if the amount in dispute is less than $1,000,000, and before a panel of three arbitrators if the amount in dispute is $1,000,000 or more. The language of the arbitration shall be English. The arbitration award shall be final and binding on the parties, and judgment on the award may be entered in any court of competent jurisdiction.(e) Costs and Expenses: Each party shall bear its own costs and expenses in connection with the arbitration, including attorneys' fees, except that the costs and expenses of the arbitrator(s) and the arbitration center shall be borne equally by the parties unless the arbitrator(s) determine otherwise.(f) Confidentiality: All negotiations, mediation, and arbitration proceedings relating to any Dispute (including any settlements or awards) shall be confidential and conducted in private, and the existence and content of such proceedings shall not be disclosed by either party without the prior written consent of the other party, except as required by law.

16.3 Injunctive Relief

Notwithstanding the foregoing, either party may seek interim or provisional relief in any court of competent jurisdiction to protect its Confidential Information or Intellectual Property Rights pending the resolution of the Dispute through mediation or arbitration.

16.4 Venue

The exclusive venue for any judicial proceedings arising out of or relating to this Agreement shall be the state and federal courts located in the State of Florida, United States. The parties hereby consent to the personal jurisdiction and venue of these courts.

17. General

17.1 Assignments

This Agreement (and each SOW and Order Form) may not be assigned by either party without the other party's prior written consent, which shall not be unreasonably withheld. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of both parties, their successors, and permitted assigns.

17.2 Notices

Communication of a routine nature may be transacted by email. Communication of a non-routine nature, including notices for termination, shall be given in writing and addressed to the address first written above and marked to the attention of the principal points of contact indicated in the applicable SOW or Order Form. Notices shall be deemed to have been duly given:
(a) When delivered personally;(b) When sent by confirmed facsimile or email (followed by the original sent by mail);(c) Three (3) days after being sent by prepaid certified or registered U.S. mail; or(d) One (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt.

17.3 Independent Contractor

The relationship of the parties to each other shall be that of independent contractors and shall not be interpreted to constitute an agency, partnership, or joint venture. Neither party shall have the authority to make any statements, representations, or commitments of any kind or to take any action that shall be binding on the other party.

17.4 Non-Solicitation
(a) Hire or solicit for hire any employee of the other party except through a general advertisement;(b) Attempt to influence or induce any employee of the other party to leave the employment of such party; or(c) Disclose to any person or entity any information obtained while rendering services to or receiving services from the other party concerning the names and addresses of the other party's employees.

17.5 Force Majeure

Neither party shall be liable for any failure to perform its obligations (other than an obligation to make payment) under this Agreement if prevented from doing so by a cause or causes beyond its reasonable control. Such causes include, but are not limited to, Acts of God, public enemy, fires, floods, storms, earthquakes, riots, strikes, lockouts, acts of terrorism, wars or war operations, restraints of government, or other causes which could not with reasonable diligence be controlled or prevented by such party.

17.6 Severability

If any provision of this Agreement is held to be illegal, invalid, or unenforceable, such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and the remaining provisions hereof shall remain in full force and effect.

17.7 Entire Agreement/Amendment

This Agreement, together with each agreed SOW, accepted Order Form, and any exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof. The terms and conditions set out in this Agreement supersede all prior or contemporaneous negotiations, agreements, and understandings, oral or written or implied, between the parties regarding the subject matter hereof. An amendment or variation to this Agreement, an SOW, or an Order Form shall not be effective unless it is in writing and signed by both parties.

18. Statement of Work and Provision of Professional Services

18.1 Statements of Work (SOW)

During the term of this Agreement, the Company and the Customer may agree on one or more Statements of Work (each an “SOW”), in such form as reasonably specified by the Company from time to time. Each SOW will contain:
(a) A description of the Professional Services to be performed by the Company under the SOW;(b) The work products, deliverables, or similar results to be produced by the Company;(c) The place of performance (if relevant);(d) The Fees for the provision of the Professional Services;(e) The payment milestones (if relevant);(f) Payment terms;(g) The obligations to be discharged by the Customer (“Customer Obligations”); and(h) Any other matters as the parties may deem fit to include in the SOW.

18.2 Performance of SOW

In respect of each SOW agreed to by the Company and the Customer:
(a) The Company will provide the Professional Services and Deliverables; and(b) Each party will carry out their respective obligations in accordance with the terms of this Agreement and the SOW.

18.3 Inconsistency Resolution

In the event of any inconsistency between this Agreement, any SOW, or an Order Form, the provisions of the SOW and Order Form shall prevail on all technical and operational matters, while this Agreement shall prevail on all other matters.

18.4 Review and Acceptance of Deliverables

Subject to any provision in an SOW which is expressed to override this clause, if the SOW expressly states that a Deliverable is subject to the approval or acceptance of the Customer (“Review Item”), then the following provisions will apply:
(a) The Customer must, at its own cost and expense, review and test the Review Item;(b) The Customer must not reject the Review Item unless the Customer's review or test objectively demonstrates that the Review Item does not comply with the requirements set out in the SOW (“Relevant Requirements”);(c) If the Customer rejects the Review Item, it must promptly notify the Company and provide objective evidence demonstrating that the Review Item does not comply with the Relevant Requirements;(d) If the Customer rejects a Review Item and the Company agrees that the Review Item does not comply with the Relevant Requirements, the Company will promptly correct or replace the Review Item, in which case the process in this clause 18.4 will reapply; and(e) If the Customer does not notify the Company of its rejection of the Review Item within seven (7) days of receipt, the Customer is deemed to have accepted or approved the Review Item.

18.5 Agreement for Supply

Unless otherwise agreed by the parties in writing, the Company is not obliged to supply any goods or services to the Customer under this Agreement in the absence of an agreed SOW or an Order Form.

18.6 Managed Services

If the Customer has elected to purchase service desk hours (“Managed Services”) from the Company, the following provisions will apply:
(a) Service Hours: The Customer is aware that Managed Services comprise a pre-agreed number of service desk hours as specified in the Order Form to assist with the development and support of their Managed Package and related Salesforce applications.(b) Expiration of Service Hours: Any unused service desk hours expire on the Contract End Date unless the Customer executes a new Order Form for the Managed Package for the same or greater amount in Managed Package Annual Contract Value prior to the Contract End Date, in which case any unused service desk hours will be made available for the Customer's use on or before the Contract End Date indicated in the subsequent Order Form.(c) Provision of Managed Services: The Company will provide Managed Services to the Customer using the Company's Service Desk as follows:(i) Access to Helpdesk: The Company will provide the Customer with authenticated secure access to the Company's Helpdesk for creating, managing, and viewing support requests;(ii) Customer Assessment: The Customer understands that the Company will rely on the Customer's assessment of the issue and impact of each support request;(iii) Acknowledgment and Response: The Company will provide immediate acknowledgment of all Customer-submitted support requests and respond to each newly created support request as follows:

19. Proof of Concepts

19.1 Scope and Nature of Proof of Concepts
(a) Any outcomes of a Proof of Concept may or may not deliver the expected results due to their experimental nature; and(b) Any Proof of Concept may result in new Intellectual Property Rights, which upon creation, become the exclusive property of the Company. The Company grants the Customer a limited, non-exclusive, and non-transferable license to use those new Intellectual Property Rights on the terms and conditions of, and pursuant to, clause 2.4 of this Agreement.

19.2 Responsibilities and Acknowledgments
(a) The Customer acknowledges that the experimental nature of a Proof of Concept may involve risks and uncertainties, and the Company does not warrant that the Proof of Concept will achieve any specific results.(b) The Company will use commercially reasonable efforts to conduct the Proof of Concept in accordance with the agreed scope and timelines.

19.3 Collaboration and Support

The Customer agrees to provide reasonable cooperation and support to the Company during the Proof of Concept, including access to relevant systems, data, and personnel as needed to facilitate the successful execution of the Proof of Concept.

19.4 Confidentiality and Data Security

Both parties shall ensure that any data shared or generated during the Proof of Concept is handled in accordance with the confidentiality and data security provisions of this Agreement.

19.5 Termination of Proof of Concept

Either party may terminate a Proof of Concept upon written notice to the other party if it becomes apparent that the Proof of Concept is not feasible or if significant issues arise that prevent its continuation. Upon termination, each party shall promptly return or destroy any Confidential Information received from the other party in connection with the Proof of Concept.

19.6 Future Development

The Customer acknowledges that the successful outcomes of a Proof of Concept may lead to further development projects, which will be subject to separate agreements or SOWs, as agreed by both parties.

19.7 No Guarantee of Commercialization

The Customer acknowledges that the successful completion of a Proof of Concept does not guarantee that the concept will be commercialized or integrated into the Managed Package or Salesforce application.

19.8 Feedback and Improvements

Any feedback or suggestions provided by the Customer during or after the Proof of Concept regarding improvements or enhancements to the Company's Managed Package or related services shall be deemed non-confidential and may be used by the Company for any purpose, including future development and improvement of its services.

20. Obligations of the Company

20.1 Delivery, Installation, and Implementation

The Company must deliver, install, and implement the Managed Package in accordance with any relevant Milestone dates specified in the applicable SOW or Order Form.

20.2 Compliance with Specifications

The Company shall ensure that the Managed Package and any associated deliverables comply with the specifications and requirements set forth in the applicable SOW or Order Form.

20.3 Professional Standards

The Company shall perform all Professional Services in a professional and workmanlike manner, consistent with industry standards and best practices.

20.4 Resource Allocation

The Company shall allocate sufficient resources, including qualified personnel, to meet its obligations under this Agreement and any applicable SOW or Order Form.

20.5 Progress Reporting

The Company shall provide regular progress reports to the Customer as specified in the applicable SOW or Order Form, detailing the status of the delivery, installation, and implementation of the Managed Package.

20.6 Support and Maintenance

The Company shall provide support and maintenance services for the Managed Package as specified in the applicable SOW or Order Form, including addressing any defects or issues in a timely manner.

20.7 Training and Documentation

The Company shall provide the Customer with necessary training and documentation to enable the Customer to effectively use and maintain the Managed Package.

20.8 Compliance with Laws

The Company shall comply with all applicable laws, regulations, and codes in the performance of its obligations under this Agreement and any applicable SOW or Order Form.

20.9 Confidentiality

The Company shall protect the confidentiality of any Customer Confidential Information in accordance with the confidentiality provisions set forth in this Agreement.

20.10 Intellectual Property Rights

The Company shall ensure that it has the necessary rights to grant the Customer any licenses or rights to use any Intellectual Property contained in the Managed Package and deliverables as specified in this Agreement and any applicable SOW or Order Form.

20.11 Notification of Delays

The Company shall promptly notify the Customer in writing if it anticipates any delays in meeting the Milestone dates or other deadlines specified in the applicable SOW or Order Form, including the reasons for the delay and proposed remedial actions.

20.12 Risk Management

The Company shall implement appropriate risk management strategies to identify, assess, and mitigate potential risks associated with the delivery, installation, and implementation of the Managed Package.

20.13 Security Measures

The Company shall implement and maintain appropriate security measures to protect the Managed Package and any Customer data from unauthorized access, use, or disclosure.

20.14 Continuous Improvement

The Company shall continuously seek to improve the Managed Package and the Professional Services provided under this Agreement, incorporating feedback from the Customer where feasible and appropriate.

21. Service Obligations

21.1 Supply of Managed Package
(a) Skill and Expertise: With due skill and care, and to the best of its knowledge and expertise;(b) Service Levels: In accordance with the Service Levels specified in the applicable SOW or Order Form;(c) Industry Standards: In accordance with relevant United States industry standards, best practices, and guidelines, or where none apply, relevant international industry standards, best practices, and guidelines;(d) Compliance with Laws: In accordance with all applicable laws, regulations, and codes;(e) Customer Directions: In accordance with any reasonable directions given by the Customer from time to time, provided that such directions do not conflict with the terms of this Agreement;(f) Timeliness: So as to meet the Milestones and other project plan requirements, and where no Milestones or project plan requirements are specified, promptly and without delay; and(g) Agreement Provisions: Otherwise in accordance with the provisions of this Agreement.

21.2 Quality Assurance

The Company shall implement and maintain quality assurance processes to ensure that the Managed Package and associated services meet the agreed-upon standards and specifications.

21.3 Performance Monitoring

The Company shall regularly monitor the performance of the Managed Package to ensure it meets the Service Levels and promptly address any issues or deficiencies identified.

21.4 Continuous Improvement

The Company shall continuously seek to improve the Managed Package and the services provided under this Agreement, incorporating feedback from the Customer where feasible and appropriate.

21.5 Training and Support

The Company shall provide the Customer with necessary training and support to effectively use and maintain the Managed Package, as specified in the applicable SOW or Order Form.

21.6 Documentation

The Company shall provide comprehensive documentation related to the Managed Package, including user manuals, technical specifications, and maintenance guidelines, to enable the Customer to fully utilize the Managed Package.

21.7 Data Security and Privacy

The Company shall implement appropriate security measures to protect the Customer's data and ensure compliance with applicable data protection and privacy laws.

21.8 Reporting and Communication

The Company shall provide regular reports to the Customer on the status and performance of the Managed Package and maintain open lines of communication to promptly address any issues or concerns raised by the Customer.

21.9 Disaster Recovery

The Company shall maintain and regularly test disaster recovery and business continuity plans to ensure the Managed Package can be restored and maintained in the event of a significant disruption.

21.10 Cooperation with Customer

The Company shall cooperate with the Customer's personnel and other contractors to ensure the successful delivery and operation of the Managed Package, as specified in the applicable SOW or Order Form.

22. Warranties and Disclaimer

22.1 Warranties

The Company represents and warrants that:
(a) Right to Enter Agreement: It has the right to enter into this Agreement;(b) Necessary Rights and Property: It has all rights, title, licenses, interests, and property necessary to lawfully perform and provide the Managed Package;(c) Experience and Competence: It and its subcontractors and Personnel have the necessary experience, skill, knowledge, and competence to perform the Managed Package, and they will be performed in a professional manner;(d) Fitness for Purpose: The Managed Package will be fit for the intended purpose specified by the Customer;(e) Accuracy and Quality: The Managed Package will be complete, accurate, and free from material faults in design;(f) Media Quality: The media on which the Managed Package is furnished will be, under normal use, free from defects in materials, design, and workmanship, and free from Harmful Code;(g) Harmful Code: If any Harmful Code is introduced, the Company will use all reasonable efforts promptly to report that introduction to the Customer and, where that Harmful Code is introduced as a result of a breach of this Agreement, will take all necessary actions to eliminate the Harmful Code.

22.2 IP Warranty

The Company warrants that:
(a) Non-Infringement: The Managed Package does not infringe the Intellectual Property Rights of any person; and(b) Rights to IP: It has the necessary rights to vest the Intellectual Property Rights and grant the licenses referred to in this Agreement.

22.3 Remedy for Breach of Warranty

If someone claims, or the Customer reasonably believes that someone is likely to claim, that all or part of the Managed Package infringes their Intellectual Property Rights, the Company must, in addition to the indemnity under clause 22 and any other rights that the Customer may have against it, promptly, at the Company's expense:
(a) Securing Rights: Use its best efforts to secure the rights for the Customer to continue to use the affected Managed Package free of any claim or liability for infringement; or(b) Replacement or Modification: Replace or modify the affected Managed Package so that they or the use of them does not infringe the Intellectual Property Rights of any other person, without any degradation of their performance or quality.

22.4 Disclaimer

Except as expressly set forth in this Agreement, the Company disclaims all other warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement. The Company does not warrant that the Managed Package will be error-free or uninterrupted, or that all defects will be corrected.

22.5 Limitation of Liability

To the maximum extent permitted by applicable law, the Company's total liability under this Agreement, whether in contract, tort (including negligence), or otherwise, shall not exceed the total amount of Fees paid by the Customer under the applicable Order Form or SOW during the twelve (12) months immediately preceding the event giving rise to the claim.

23. Additional Indemnities

23.1 Indemnity by the Company

Notwithstanding any other provision of this Agreement, the Company indemnifies the Customer against any Losses reasonably sustained or incurred by the Customer as a result of a claim made or threatened by a third party arising out of or in connection with an allegation that any Managed Package infringes the Intellectual Property Rights of a third party.

23.2 Customer's Obligations
Where the Customer wishes to enforce an indemnity under clause 23.1, it must:
(a) Notice: Give written notice to the Company as soon as practical upon becoming aware of the claim;(b) Mitigation: Make reasonable efforts to mitigate the relevant Loss; and(c) Control of Defense: Subject to the Company agreeing to comply at all times with clause 23.3, permit the Company, at the Company's expense, to handle all negotiations for settlement and, as permitted by law, to control and direct any settlement negotiation or litigation that may follow.

23.3 Company's Obligations
In the event that the Company is permitted to handle negotiations or conduct litigation under clause 23.2, the Company must:
(a) Compliance: Comply with all legal and contractual obligations in conducting the defense or settlement;(b) Updates: Keep the Customer informed of any significant developments relating to the conduct of the defense or settlement of any claim; and(c) Consent for Settlement: Obtain the Customer's prior written consent before entering into any settlement or compromise of the claim, which consent shall not be unreasonably withheld or delayed.

23.4 Liability - Relevant Law

The liability of a party for breach of this Agreement, or in tort, or for any other common law or statutory cause of action arising out of the operation of this Agreement, will be determined under the relevant law in the United States of America.

23.5 No Limitation of Liability
Any limit on the liability of each party under clause 9.7 does not apply in relation to liability relating to:
(a) Intellectual Property Rights Infringement: An infringement of Intellectual Property Rights; or(b) Confidentiality and Privacy: A breach of any obligation of confidentiality, security requirement, or privacy.

24. Protection of Personal Information

24.1 Application of the Clause

This clause applies solely when the Company handles personal information for the purpose of providing the Managed Package under this Agreement. It does not detract from any obligation the Company may have under the law or this Agreement regarding the protection of security.

24.2 Definitions

In this clause, unless contrary to the context, terms, words, and expressions have the same meanings as those given in applicable U.S. privacy laws.

24.3 Obligations
The Company agrees, in respect of providing the Managed Package under this Agreement, to:
(a) Purpose Limitation: Use or disclose personal information obtained during the course of providing the Managed Package only for the purposes of this Agreement;(b) Compliance with Privacy Laws: Not perform any act or engage in any practice that would breach relevant U.S. privacy laws;(c) Adherence to Privacy Principles: Fulfill and discharge the obligations contained in applicable U.S. privacy principles;(d) Prohibition of Unauthorized Use: Not use or disclose personal information or engage in any act or practice that would breach applicable U.S. privacy laws;(e) Notification of Breach: Immediately notify the Customer if the Company becomes aware of a breach or potential breach of any obligations in this clause, whether by the Company or any subcontractor;(f) Compliance with Directions: Comply with any directions, guidelines, determinations, or recommendations of relevant U.S. privacy authorities, to the extent that they are consistent with the requirements of this clause; and(g) Employee Awareness: Ensure that any Company employee required to deal with personal information for the purposes of this Agreement is aware of the Company's obligations set out in this clause.

24.4 Subcontracts

The Company must ensure that any subcontract entered into for fulfilling its obligations under this Agreement contains provisions ensuring that the subcontractor has the same awareness and obligations as the Company under this clause, including the requirement in relation to subcontracts.

24.5 Indemnity

Notwithstanding clause 9.7, the Company agrees to indemnify the Customer for any loss suffered or incurred by the Customer which arises directly or indirectly from a breach of any of the Company's obligations under this clause.