Privacy Policy

Candidates Privacy

FRAME CANDIDATES PRIVACY NOTICE

Last updated: February 16, 2026

Please note that any reference in this notice to “Frame”, “we”, “us”, “our” refers to Frame Inc., and Frame Labs Ltd., together “Frame Group”. Frame has prepared this Candidate Privacy Notice (“Notice”) to be provided to you as Frame’s job candidate.

In connection with your application for a position with Frame, Frame needs to process certain personal data in order to assess your application, communicate with you during the recruitment process, and comply with legal and regulatory obligations. There are also statutory and other requirements we have to comply with in relation to your application. If we are not able to carry out certain processing activities described in this Notice, we may not be able to process your application.

This Notice is intended to inform you about the types of personal data Frame may collect, process, and use about you as a candidate, the circumstances in which your data may be used, and your rights regarding your personal data and how you can exercise them.

As with many other company policies, this document is not part of your potential contract of employment, and we may update it from time to time, for example if we implement new systems or processes that involve the use of personal data. With respect to Israeli law, the provision of your personal data is voluntarily, and its provision is subject to your consent and free will. If you choose not to provide us with personal data for which your consent is required, this may affect our ability to review and assess your candidacy and we will not be able to carry out certain processing activities described in this Notice, and therefore may not be able to process your application.

Frame acts as the controller of the relevant database(s) in which candidates’ personal data is stored and processed. The database is used to review applications for positions at Frame and to manage our screening and recruitment processes.

Important note: Nothing in this privacy notice is intended to limit in any way your statutory rights, including your rights to a remedy or means of enforcement.

WHAT PERSONAL DATA WE COLLECT AND PROCESS

The types of personal data we collect include, among others: your full name, address, email address, phone number, date of birth, CV/resume, LinkedIn profile URL, personal website, cover letter, portfolio, employment and education history, academic records, professional qualifications, references, and other information you provide during interviews or assessments that you would like to share about yourself (e.g., military service). We may also collect information generated during the recruitment process, such as interview notes, assessment results, communications with you, and background check results (where permitted by law). If you receive and accept an offer of employment with Frame, you may be asked to provide additional proof of your identity and, in some jurisdictions, proof of your right to work (failure to provide this will mean that the company is unable to hire the applicant).

FOR WHAT PURPOSE WE PROCESS THE PERSONAL DATA

Frame collects and uses the candidates’ personal data for the purpose of considering and verifying your suitability for employment. You are not obligated to provide us with the above-mentioned information, and you may refuse to do so.
Any offer and commencement of employment is conditional on the verification, to the satisfaction of Frame, of the information the applicant provides as part of their application and Frame being able to obtain satisfactory references. If the applicant receives and accepts an offer of employment with Frame, they will undergo pre-employment screening involving verification of the details as specified below.
Frame or an independent agent acting on behalf of Frame, may verify the information provided by you and carry out further inquiries which may include, a CV check (e.g., to call your previous employers) and gap analysis, a verification of your highest education, a reference check, proof of relevant qualifications, a professional membership check, or a media search (which may include social media and search engine searches). If the applicant fails to supply personal data which Frame requires in order to satisfy these checks, Frame might be unable to employ the applicant.
Where the applicant’s personal history requires verifications to be carried out for countries where they have worked and resided, their data may be sent and processed in those relevant jurisdictions, subject to applicable data security and transfer requirements.
If the applicant is successful in obtaining employment at Frame, relevant personal data will be retained by Frame in order to facilitate the employment.

If the applicant is not successful then any personal documents that they have submitted to Frame or background check vendors (if applicable) will be destroyed in accordance with Frame’s data retention and deletion policy.
To improve our recruitment processes and candidate experience.
If the applicant has any questions, they can contact privacy@framesecurity.com

HOW DO WE COLLECT THIS INFORMATION?

In most cases, Frame collects personal data directly from you during the recruitment process. Additionally, Frame may also collect personal data from other members of the Frame Group, recruitment agencies, background check providers or criminal wanted lists (to the extent permitted by law), or publicly available sources (e.g., LinkedIn). Our recruitment process is not intended for individuals under the age of 18.

WITH WHOM DO WE SHARE YOUR PERSONAL DATA?

In certain cases, your personal data may be shared with other entities of the Frame Group, which may be in other countries (e.g., Israel or the US). Frame may also share your personal data with third parties such as regulators, courts, banks or competent authorities where required by law, to comply with any legal obligation, or to protect its legitimate rights, property, or the safety of its employees, candidates, customers, or others, provided there is no legal reason preventing such sharing. Furthermore, Frame may share or allow access to your personal data by its vendors and service providers assisting Frame in the recruitment and employment process, including, without limitation, applicant tracking systems and artificial intelligence tools as detailed in our trust center. If, in the future, we sell or transfer, or we consider selling or transferring, some or all of our business, shares or assets to a third party, we will disclose your personal data to such third party (whether actual or potential) in connection with the foregoing events (including, without limitation, our current or potential investors). In the event that we are acquired by, or merged with, a third party entity, or in the event of bankruptcy or a comparable event, we reserve the right to transfer, disclose or assign your personal data in connection with the foregoing events. Frame will use commercially reasonable efforts to ensure that equivalent data protection applies, or that suitable safeguards are in place to protect your data, such as through the use of appropriate contractual measures.

HOW LONG WILL FRAME KEEP PERSONAL DATA FOR?

The applicant’s information will be handled in accordance with Frame’s data retention and deletion policy. Your personal data will be stored until we proactively delete it from our records, or until you send a valid deletion request. If you are not hired, we may retain your information for a limited period to consider you for future opportunities, unless you request deletion. Please note that in some circumstances we store your personal data for longer periods of time, for example (i) where we are required to do so in accordance with legal, regulatory, tax or accounting requirements, or (ii) for us to have an accurate record of your dealings with us in the event of any complaints or challenges, and/or (iii) if we reasonably believe there is a prospect of litigation relating to your personal data or dealings.

DATA SECURITY.

Frame implements appropriate technical and organizational measures to protect your personal data against unauthorized access, loss, misuse, alteration, or disclosure. These measures are designed to ensure a level of security appropriate to the risks presented by the processing of your personal data. Access to your personal data is limited to those who have a business need to know and are subject to confidentiality obligations.

DATA TRANSFERS.

If we transfer your personal data outside of your country of residence, we will take appropriate measures to ensure that your personal data is protected in accordance with applicable privacy laws. With respect to Israeli law, in certain cases, third parties to whom your personal data may be transferred as described above may be located outside of Israel, including in the United States. You hereby acknowledge and consent that personal data relating to you may be transferred to and stored outside the borders of Israel, in accordance with applicable law and for the purposes set out above.

WHAT RIGHTS DO I HAVE IN RESPECT OF MY PERSONAL DATA?

The following rights (which may be subject to certain exemptions or derogations) shall apply to certain individuals (some of which only apply to individuals protected by specific laws):

You have the right to request access to your personal data held by us, along with details on how it is processed, subject to certain conditions. You have the right to demand rectification of inaccurate personal data about you. We will promptly correct any information found to be incorrect.
You have the right to object to unlawful data processing under certain conditions.
You have the right to the erasure of past personal data about you (your “right to be forgotten”) under certain conditions.
You have the right to demand that we restrict the processing of your personal data, under certain conditions, if you believe we have exceeded the legitimate basis for processing, the processing is no longer necessary, or if you believe your personal data is inaccurate.
You have the right to data portability of personal data concerning you that you provided us in a structured, commonly used, and machine-readable format, subject to certain conditions.

If you wish to exercise your privacy rights under applicable law, or if you have concerns or questions regarding this Notice, you can send an email to privacy@framesecurity.com. We will review and respond to your request in accordance with applicable laws and within the timeframes required by law. Please note that, in order to verify your identity or the authority of your request, we may need to request additional information from you before processing your request. We will not discriminate against you for exercising any of your privacy rights.

CAN FRAME UPDATE THIS NOTICE?

We reserve the right to update this Notice at any time, and we will provide you with a new Notice when we make any substantial updates and take any additional steps as required by applicable law.

WHO CAN I CONTACT ABOUT THIS?

If you have concerns or questions regarding this Notice or if you would like to exercise your rights as a data subject, you can send an email at privacy@framesecurity.com.

Content

Terms of Use

Last updated: July 2, 2025

Welcome to www.framesecurity.com (together with its subdomains, Content, Marks and services, each as defined below, the “Site”). Please read the following Terms of Use (the "Agreement") carefully before using this Site so that you are aware of your legal rights and obligations with respect to Frame Inc. ("Frame", "we", "our" or "us"). By accessing or using the Site, you expressly acknowledge and agree that you are entering a legal agreement with us and have understood and agree to comply with, and be legally bound by, this Agreement, together with the Privacy Policy which is hereby incorporated into this Agreement by reference (the date of such acceptance, the "Effective Date"). You hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law. If you do not agree to be bound by this Agreement, please do not access or use the Site.

Background. The Site is intended to provide you with information related to our products and services and to enable you to contact us via the Website.
Modification. We reserve the right, at our discretion, to modify this Agreement at any time. Such modification will be effective ten (10) days following posting of the revised Agreement on the Site, and your continued use of the Site thereafter means that you accept those modifications.
Ability to Accept. The Site is only intended for individuals aged eighteen (18) years or older. If you are under 18 years please do not visit or use the Site.
Site Access. For such time as this Agreement is in effect, we hereby grant you a personal, limited, non-exclusive, non-assignable, non-sublicensable, revocable right to access and use the Site solely for your own personal and non-commercial use, and provided that you comply with this Agreement. Except for the foregoing right, we do not grant you any right or licenses to any of our or a third party's Intellectual Property Rights.
Restrictions. As a condition to your right to access and use the Site, you shall not (and shall not permit or encourage any third party to) do any of the following: (a) copy or reproduce the Site; (b) sell, assign, lease, lend, rent, distribute, or make available the Site to any third party, or otherwise offer or use the Site in a time-sharing, outsourcing, or service bureau environment; (c) modify, alter, adapt, arrange, translate, decompile, disassemble, reverse engineer, decrypt, or otherwise attempt to discover the source code or non-literal aspects (such as the underlying ideas, algorithms, structure, sequence, organization, and interfaces) of, the Site; (d) remove, alter, or conceal, in whole or in part, any copyright, trademark, or other proprietary rights notice or legend displayed or contained on or in the Site; (e) circumvent, disable or otherwise interfere with security-related or technical features or protocols of the Site; (f) make a derivative work of the Site, or use the Site to develop any service or product that is the same as (or substantially similar to or competitive with) the Site; (g) publish or transmit any robot, virus, malware, Trojan horse, spyware, or similar malicious item intended (or that has the potential) to damage or disrupt the Site; (i) take any action that imposes or may impose (at our sole discretion) an unreasonable or disproportionately large load on the Site infrastructure, or otherwise interfere (or attempt to interfere) with the integrity or proper working of the Site; (j) use the Site for competitive purposes, and/or on behalf of any person or entity that competes with the activities, services, or products offered by Frame, including but not limited to utilizing the Site to receive information, data, or insights for the development or enhancement of competing services or products; (k) engage in any activity that may excessively burden or disrupt the functioning of the Site or its supporting systems; (l) impersonate another person or entity or use a deceptive identity to mislead others about who you are or who you acting on behalf of; and/or (m) use the Site in any manner that is otherwise malicious, illegal or fraudulent; and/or (n) use the Site to infringe, misappropriate or violate any third party's Intellectual Property Rights (as defined below), or any law.

Payments to Frame. Your right to access and use the Site is currently for free, but Frame may in the future charge a fee for certain access or usage. You will not be charged for any such access or use of the Site unless you first agree to such charges, but please be aware that any failure to pay applicable charges may result in you not having access to some or all of the Site.
Linking. We permit you to link to the Site provided that: (i) you link to (but do not replicate) any page on this Site; (ii) the hyperlink text shall accurately describe the Content as it appears on the Site; (iii) you shall not misrepresent your relationship with Frame or present any false information about us, and shall not imply in any way that we are endorsing you or any services or products, unless we have given you our express prior consent to do so; (iv) you shall not link from a website which prohibits linking to third parties; (v) the website from which you link to the Site does not contain content that (a) is offensive or controversial (both at our discretion), or (b) infringes any Intellectual Property Rights; and/or (vi) you, and your website, comply with this Agreement and applicable law.
Intellectual Property Rights.

Content and Marks. The content and information on the Site, including without limitation, the text, documents, articles, brochures, descriptions, products, software, graphics, photos, sounds, videos, links, interactive features, and services (collectively, the "Content"), and (ii) the trademarks, service marks, trade names, service names, trade dress, symbols, brands, and logos contained therein ("Marks"), are the property of Frame and/or its licensors and may be protected by Intellectual Property Rights laws and treaties. “Frame.io”, "Frame", the Frame logo, and other marks are Marks of Frame or its affiliates. All other Marks used or appearing on the Site are the Marks of their respective owners. We reserve all rights not expressly granted in and to the Site.
Use of Content. Content on the Site is provided to you for your information and personal use only and may not be used, modified, copied, distributed, transmitted, broadcast, displayed, sold, licensed, de-compiled, or otherwise exploited for any other purposes whatsoever without our prior written consent. If you download or print a copy of the Content you must retain all copyright and other proprietary notices contained therein. In any event you wish to use, publish, copy, distribute, transmit, broadcast, display or otherwise exploit such Content, please be in touch with us at Office@framesecurity.com in order to receive our written consent.

Information Description. We attempt to be as accurate as possible. However, we cannot and do not warrant that the Content available on the Site is accurate, complete, reliable, current, or error-free. We reserve the right to make changes in or to the Content, or any part thereof, in our sole judgment, without the requirement of giving any notice prior to or after making such changes to the Content. Your use of the Content, or any part thereof, is made solely at your own risk and responsibility.
Third Party Content. The Site may present, or otherwise allow you to view, access, link to, and/or interact with, Content from third parties and other sources that are not owned or controlled by us (such Content, "Third Party Content"). The Site may also enable you to communicate with the related third parties. The display or communication to you of such Third Party Content does not (and shall not be construed to) in any way imply, suggest, or constitute any sponsorship, endorsement, or approval by us of such Third Party Content or third party, or by such third party of us, and nor any affiliation between us and such third party. We do not assume any responsibility or liability for Third Party Content, or any third party's terms of use, privacy policies, actions, omissions, or practices. Please read the terms of use and privacy policy of any third party that you interact with before you engage in any such activity.
Privacy. We will use any personal information that we may collect or obtain in connection with the Site in accordance with our privacy policy which is available at https://www.framesecurity.com/privacy. You agree that we may use personal information that you provide or make available to us in accordance with the Privacy Policy.
Warranty Disclaimers.

This section applies whether or not the services provided under the Site are for payment. Applicable law may not allow the exclusion of certain warranties, so to that extent certain exclusions set forth herein may not apply.
THE SITE (WHICH, FOR CLARITY, INCLUDES WITHOUT LIMITATION CONTENT AND MARKS) IS PROVIDED AND MADE AVAILABLE TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS, AND WITHOUT ANY REPRESENTATION, WARRANTY, GUARANTEE OR CONDITION OF ANY KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, QUIET POSSESSION, TITLE, QUALITY OF SERVICE, NON-INFRINGEMENT, OR THAT OTHERWISE ARISE FROM A COURSE OF PERFORMANCE OR DEALING, OR USAGE OF TRADE, ALL OF WHICH ARE HEREBY DISCLAIMED BY US AND OUR LICENSORS AND SUPPLIERS. YOU AGREE THAT WE WILL NOT BE HELD RESPONSIBLE OR LIABLE FOR ANY CONSEQUENCES TO YOU OR ANY THIRD PARTY THAT MAY RESULT FROM TECHNICAL PROBLEMS OF THE INTERNET, SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS.
IN ADDITION, NEITHER FRAME NOR ITS LICENSORS OR SUPPLIERS MAKE ANY REPRESENTATION, WARRANTY, GUARANTEE OR CONDITION: (A) REGARDING THE EFFECTIVENESS, USEFULNESS, RELIABILITY, AVAILABILITY, TIMELINESS, ACCURACY, OR COMPLETENESS OF THE SITE; (B) THAT YOUR USE OF, OR RELIANCE UPON, THE SITE WILL MEET YOUR REQUIRMENTS OR EXPECTATIONS; (C) THAT THE SITE WILL BE UNINTERRUPTED, SECURE, ERROR-FREE OR VIRUS-FREE, OR THAT DEFECTS IN THE SITE WILL BE CORRECTED; OR (D) REGARDING THE SATISFACTION OF, OR COMPLIANCE WITH, ANY GOVERNMENT REGULATIONS OR STANDARDS
EXCEPT AS EXPRESSLY STATED IN OUR PRIVACY POLICY, FRAME DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES, GUARANTEES, OR CONDITIONS OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY AS TO THE SECURITY OF ANY INFORMATION YOU MAY PROVIDE OR ACTIVITIES YOU ENGAGE IN DURING THE COURSE OF YOUR USE OF THE SITE.

Limitation of Liability.

IN NO EVENT SHALL FRAME OR ANY OF OUR LICENSORS OR SUPPLIERS BE LIABLE UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT, FOR:

ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES;
ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF REVENUE, OR LOSS OF ANTICIPATED SAVINGS;
ANY LOSS OF, OR DAMAGE TO, DATA, REPUTATION, OR GOODWILL; AND/OR
THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES.

THE AGGREGATE LIABILITY OF FRAME UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT SHALL NOT EXCEED THE LOWER OF: (A) FIVE U.S. DOLLARS (US $5), AND (B) THE AMOUNTS ACTUALLY PAID BY YOU (IF ANY) TO FRAME DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU BRING YOUR CLAIM.
THE FOREGOING EXCLUSIONS AND LIMITATIONS SHALL APPLY: (A) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW; (B) EVEN IF FRAME HAS BEEN ADVISED, OR SHOULD HAVE BEEN AWARE, OF THE POSSIBILITY OF LOSSES, DAMAGES, OR COSTS; (C) EVEN IF ANY REMEDY IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE; AND (D) REGARDLESS OF THE THEORY OR BASIS OF LIABILITY, INCLUDING WITHOUT LIMITATION NEGLIGENCE, MISREPRESENTATION, STRICT LIABILITY, OR OTHER CONTRACT OR TORT LIABILITY.
Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, or of other damages, and to the extent applicable to you, such exclusions and limitations shall not apply. Furthermore, nothing in this Agreement shall be deemed to exclude or limit liability for death or personal injury resulting from negligence, or for fraud or fraudulent misrepresentation.

Indemnity. You agree to defend, indemnify and hold harmless Frame and our affiliates, and our respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney's fees) arising from: (i) your use of, or inability to use, the Site; or (ii) breach of any provision of this Agreement.
Term and Termination.

This Agreement commences on the Effective Date and shall continue in full force and effect until terminated in accordance herewith (the "Term").
We reserve the right to immediately terminate this Agreement, or otherwise modify, suspend or discontinue your access to and use of the Site (or any part thereof), for any reason whatsoever, at any time, and without notice or obligation to you, and you agree that Frame shall have no liability to you or any third party for any such termination, modification, suspension, or discontinuance. If you breach the terms of this Agreement, Frame reserves the right to suspend your access to the Site and its services temporarily until such breach is cured, or indefinitely if deemed to be permitted by Frame. Suspension may occur without prior notice and is at the sole discretion of Frame.
You may terminate this Agreement at any time and for any reason. If you object to any term or condition of this Agreement or any subsequent changes thereto, or become dissatisfied with the Site in any way, your sole remedy is to terminate this Agreement and to immediately discontinue use of the Site.

Consequences of Termination and Survival. Upon termination of this Agreement your right to access and use the Site will automatically terminate and be deemed revoke. Sections ‎9 (Intellectual Property Rights) through ‎23 (Entire Agreement) inclusive shall survive any termination of this Agreement. Termination shall not affect any rights and obligations accrued as of the effective date of termination.

Independent Contractors. You and Frame are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between you and Frame. You must not under any circumstances make, or undertake, any warranties, representations, commitments or obligations on behalf of Frame.

Assignment. Frame may assign this Agreement (or any of its rights and/or obligations hereunder) without your consent, and without notice or obligation to you. This Agreement is personal to you, and you shall not assign (or in any other way transfer) this Agreement (or any of your obligations or rights hereunder) without Frame's express prior written consent. Any prohibited assignment shall be null and void.
Governing Law and Place of Jurisdiction. This Agreement (including without limitation its validity and formation) shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to any conflicts of laws rules or principles. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act shall not apply to this Agreement and are hereby disclaimed. The competent courts of the city of New York, New York shall have the exclusive jurisdiction with respect to any dispute and action arising under or in relation to this Agreement.
Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, then: (a) the remaining provisions of this Agreement shall remain in full force and effect; and (b) such affected provision shall be ineffective solely as to such jurisdiction (and only to the extent and for the duration of such invalidity, illegality, or unenforceability), and shall be substituted (in respect of such jurisdiction) with a valid, legal, and enforceable provision that most closely approximates the original legal intent and economic impact of such provision.
Remedies. Except as may be expressly stated otherwise in this Agreement, no right or remedy conferred upon or reserved by any party under this Agreement is intended to be, or shall be deemed, exclusive of any other right or remedy under this Agreement, at law or in equity, but shall be cumulative of such other rights and remedies.
Waiver. No failure or delay on the part of any party in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. Any waiver granted hereunder must be in writing (for waivers by you, emails will be acceptable; for waivers by Frame, the writing must be duly signed by an authorized representative of Frame), and shall be valid only in the specific instance in which given.
Entire Agreement. This Agreement represents the entire agreement between Frame and you with respect to the subject matter hereof, and supersedes and replaces any and all prior and contemporaneous oral and/or written agreements, understandings and statements between you and Frame with respect to such subject matter. You acknowledge and agree that in entering into this Agreement you have not relied on any statement or representation (whether negligently or innocently made) not expressly set out in this Agreement; for example, statements and explanations in any FAQs or other marketing material on the Site (defined below) are for convenience only, and are not binding or a part of this Agreement.

Content

This Master Subscription Agreement ("Agreement") is effective on the earlier of: the date of (i) the execution of an Order referencing this Agreement; or (ii) Customer’s use of the Services (the “Effective Date”), by and between Frame Inc. (“Company”) and the entity referenced in the Order or whose Users are agreeing to these terms and accessing the Services on such entity’s behalf (“Customer”) (each, a “Party” and collectively, the “Parties”). Customer may use the Services (as defined below) subject to the terms below.

1. Ordering.

1.1 Customer may place an order for Services directly with Company via an order form (a “Direct Order”). Each Direct Order is hereby incorporated into this Agreement by reference and shall be deemed to be a stand-alone agreement that incorporates by reference the terms of this Agreement. A Customer’s Affiliate will have the right to enter into an Order referencing this Agreement and thereby indicating its agreement to be bound by the terms of this Agreement as if it were an original party hereto. In such case, for purposes of such Order, such Customer Affiliate will be deemed to be the “Customer” hereunder. To the extent of any conflict or inconsistency between the terms and conditions of this Agreement and a Direct Order, this Agreement shall prevail (unless a Direct Order specifically states otherwise). “Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with a Party, where "control" means owning 50% or more of the voting securities of such entity or the ability to direct managerial decisions or board decisions of such entity.

1.2 If Customer has purchased a subscription pursuant to the terms hereof from a partner, reseller or distributor authorized by Company (“Partner”) to the extent there is any conflict between this Agreement and the agreement entered between Customer and the respective Partner, including any purchase order (“Partner Order”), then, as between Customer and Company, this Agreement shall prevail. Any rights granted to Customer in such Partner Order which are not contained in this Agreement, apply only in connection with such Partner. In that case, Customer must seek redress or realization or enforcement of such rights solely with such Partner and not Company. A Direct Order together with a Partner Order are referred to herein as an “Order”.

2. Subscription.

2.1 Access Right. Subject to the terms and conditions of this Agreement, Company hereby grants Customer and its Affiliates a limited, worldwide, non-exclusive, non-sublicensable, non-transferable and revocable right to remotely access (i.e., on a SaaS basis) Company's software-as-a-service (the "Service" or "Services") during the Subscription Term (as defined below), solely for Customer's internal organizational purposes (collectively, the “Subscription”). Unless otherwise indicated, the term “Subscription” also includes any appliance and any manual or documentation provided or made available to Customer in connection with the operation of the Service (“Documentation”). Customer may use the Service and all content distributed or generated thereby subject to the use limitations specified in this Agreement and the respective Order or Partner Order (if purchased via Partner) and applicable laws and regulations. Customer shall be solely responsible for providing all equipment, systems, assets, access, and ancillary goods and services needed to access and use the Service, for ensuring their compatibility with the Service (collectively: "Customer's Environment"). Customer hereby grants to Company the right to access and interoperate with Customer's Environment solely during the Subscription Term, and solely as necessary in order to perform its obligations herein.

2.2 Additional Purchases. Purchases of access to any additional module, tool, functionality, or feature of the Service ("Features") and/or purchases of additional volume under the Subscription scope specified in the Order ("Subscription Scope") (collectively, “Additional Purchases”) shall be made by mutually signed written addendum to the Order or by executing a new order form, in each case according to the pricing agreed between the Parties (or the pricing pre-agreed in the Order, if any). If Additional Purchases take effect during a Subscription Term, the Subscription Fees and the term therefore will be prorated to be coterminous with said Subscription Term.

2.3 Users, Account Setup. The Service may be accessed solely by Customer or its Affiliate's employees who are explicitly authorized by Customer to use the Service for the benefit of Customer (each, a “User”). In order to access the Service, Customer is required to set up an administrative account with Company by submitting the information requested in the applicable Service interface (“Account”), and each User may need to set up a user account (each, a “User Account”, and references herein to the “Account" shall be deemed to include all such User Accounts if applicable). Customer warrants that all information submitted during the registration process is, and will thereafter remain, complete and accurate. Customer shall ensure that Users comply with the terms of this Agreement at all times and shall be responsible and liable for all activities that occur under or in the Account. Customer will require that all Users keep user ID and password information strictly confidential and not share such information with any unauthorized person. Customer shall be fully responsible and liable for any breach of this Agreement by a User. Any unauthorized access or use of the Service must be immediately reported to the Company.

2.4 Hosting. The Service is hosted by a third-party hosting services provider selected by Company (currently Amazon Web Services (AWS)) (“Hosting Provider”), and accordingly the availability of the Service shall be in accordance with the Hosting Provider's then-current uptime commitments.

3. Support Services and Professional Services.

3.1 Company shall provide support and maintenance services in accordance with Company's then-current Service Level Agreement which will be provided to Customer upon request (“SLA”). The support and maintenance services may be performed by Company, a Partner, and/or Company's certified third-party providers. Company shall be responsible for such service providers' performance of the support and maintenance services. The term Subscription shall include the services provided under the SLA and any Professional Services (as defined below).

3.2 If Customer has purchased the Subscription directly from Company, this Section ‎3.2 shall apply. In the event Customer wishes to receive any additional services from Company which are not included in the SLA, such as installation, deployment, configuration, customization, integration, training, or other professional services (“Professional Services”), Customer shall request same from Company in writing, and, subject to Company's agreement in its sole discretion, such Professional Services shall be set out in sequential Statements of Work to this Agreement, as shall be negotiated and executed by both Parties (each, a “SOW”). Professional Services shall be charged in accordance with the fees and payment terms specified within the applicable SOW. Each SOW is hereby deemed incorporated into this Agreement by reference. To the extent of any conflict between the main body of this Agreement and a respective SOW, the former shall prevail, unless and to the extent that the SOW expressly states otherwise.

4. Subscription Fees.

4.1 Fees. The Services are conditioned on Customer’s payment of the applicable fees as set forth in each Order (“Fees”). Unless expressly stated otherwise in the Order: (a) all Fees are stated, and are to be paid, in U.S. Dollars; (b) all payments under this Agreement are non-refundable, and are without any right of set-off or cancellation; (c) all Fees are payable, and shall be invoiced, in advance, and shall be paid within thirty (30) days of receipt of invoice; and (d) any amount not paid when due will accrue interest on a daily basis until paid in full, at the lesser of the rate of one and a half percent (1.5%) per month and the highest amount permitted by applicable law.

4.2 Suspension. Company reserves the right to temporarily suspend provision of Service: (a) if Customer is seven (7) days or more overdue on a payment; (b) if Company deems such suspension necessary as a result of Customer’s breach of the Subscription Restrictions (as defined below); (c) if Company reasonably determines suspension is necessary to avoid material harm to Company or its other customers, including if the Service's cloud infrastructure is experiencing denial of service attacks or other attacks or disruptions outside of Company’s control; or (d) as required by law or at the request of governmental entities.

4.3 Taxes. Amounts payable under this Agreement are exclusive of all applicable sales, use, consumption, VAT, GST, and other taxes, duties or governmental charges, except for taxes based upon Company's net income. In the event that Customer is required by any law applicable to it to withhold or deduct taxes for any payment under this Agreement, then the amounts due to Company shall be increased by the amount necessary so that Company receives and retains, free from liability for any deduction or withholding, an amount equal to the amount it would have received had Customer not made any such withholding or deduction. If a purchase order (or purchase order number) is required by Customer in order for an invoice to be paid, then Customer shall promptly provide such purchase order (or number) to Company. Any terms or conditions (whether printed, hyperlinked, or otherwise) in a purchase order or related correspondence, which purport to modify or supplement this Agreement (or the corresponding Order), shall be void and of no effect.

4.4 If Customer purchased the Subscription via a Partner, the Subscription is subject to the full payment of the applicable fees as set forth in the Partner Order between Customer and the respective Partner. All payments shall be made directly to Partner, as agreed between Customer and Partner. If Customer is entitled to a refund under the terms and conditions of this Agreement, then, unless Company specifies otherwise, Company will refund any applicable fees to the Partner, and the Partner alone will be responsible for refunding the appropriate amounts to Customer.

5. Subscription Restrictions. As a condition to the Subscription, and except as expressly permitted otherwise under this Agreement, Customer shall not do (or permit or encourage to be done) any of the following subscription restrictions (in whole or in part): (a) copy, "frame" or "mirror" the Service; (b) sell, assign, transfer, lease, rent, sublicense, or otherwise distribute or make available the Service to any third party (such as offering it as part of a time-sharing, outsourcing or service bureau environment); (c) publicly perform, display or communicate the Service; (d) modify, alter, adapt, arrange, or translate the Service; (e) decompile, disassemble, decrypt, reverse engineer, extract, or otherwise attempt to discover the source code or non-literal aspects (such as the underlying structure, sequence, organization, file formats, non-public APIs, ideas, or algorithms) of, the Service; (f) remove, alter, or conceal any proprietary rights notices displayed on or in the Service; (g) circumvent, disable or otherwise interfere with security-related or technical features or protocols of the Service; (h) make a derivative work of the Service, or use it to develop any service or product that is the same as (or substantially similar to) it; (i) store or transmit any robot, malware, Trojan horse, spyware, or similar malicious item intended (or that has the potential) to damage or disrupt the Service; or (j) take any action that imposes or may impose (as determined in Company’s reasonable discretion) an unreasonable or disproportionately large load on the servers, network, bandwidth, or other cloud infrastructure which operate or support the Service, or otherwise systematically abuse or disrupt the integrity of such servers, network, bandwidth, or infrastructure ((a)-(j) shall be referred to collectively herein as the (“Subscription Restrictions”)

6. Acceptable Use. Customer shall not use the Service, nor permit any third party to use the Service, to: (a) send or facilitate the sending of unsolicited commercial communications or marketing messages (“spam”); (b) distribute, promote, or facilitate any content that is illegal, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, or hateful; (c) distribute, promote, or facilitate any content relating to firearms, weapons, controlled substances, gambling, adult content, or child sexual abuse material; (d) violate any applicable law, regulation, or third-party right (including intellectual property, privacy, or publicity rights); or (e) engage in any activity that would expose Company to criminal or civil liability. Company reserves the right to suspend or terminate access to the Service in the event of any actual or suspected violation of this section.

7. Mutual Warranties. Each Party represents and warrants that it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or organization; and that the execution and performance of this Agreement will not conflict with other agreements to which it is bound or violate applicable law.

8. Intellectual Property Rights.

8.1 Service. As between the Parties, Company is, and shall be, the sole and exclusive owner of all intellectual property rights in and to: (a) the Service and all related software and intellectual property; and (b) any and all improvements, derivative works, and/or modifications of/to the foregoing, regardless of inventorship or authorship. Customer shall make, and hereby irrevocably makes, all assignments necessary or reasonably requested by Company to ensure and/or provide Company with the ownership rights set forth in this paragraph. Company shall be entitled, from time to time, to modify and replace the Features (but not material functionalities, unless it improves the material functionality) and user interface of the Service. Nothing herein constitutes a waiver of Company’s intellectual property rights under any law.

8.2 Feedback. If Company receives any feedback (which may consist of questions, comments, suggestions, or the like) regarding any of the Services (collectively, “Feedback”), all rights, including intellectual property rights in such Feedback, shall belong exclusively to Company and such shall be considered Company's Confidential Information. Customer hereby irrevocably and unconditionally transfers and assigns to Company all intellectual property rights it has in such Feedback and waives any and all moral rights that Customer may have in respect thereto. It is further understood that use of Feedback, if any, may be made by Company at its sole discretion, and that Company in no way shall be obliged to make use of the Feedback.

9. Customer Data.

9.1 As between the parties, Customer owns and retains all right, title, and interest (including all intellectual property rights) in and to any data or information that originates, resides on, or is otherwise processed through Customer's systems and processed by Company in the provision of Service (the “Customer Data”). Customer hereby grants Company and its Affiliates a worldwide and non-exclusive license to access and use the Customer Data for Company's provision of the Service and related services and obligations hereunder, to prevent or address technical or security issues and resolve support requests, and/or to investigate when Company has a good faith belief, or has received a complaint alleging, that Customer or any of its users provided Customer Data in violation of the terms of this Agreement and/or applicable law. Company will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of Customer Data.

9.2 Customer acknowledges and agrees that Company may collect and process information regarding the configuration, performance, security, access to, and use of the Services by Customer (“Account Data”) for its internal business purposes including to develop, improve, support, secure, and operate the Services and to fulfill legal obligations. Any anonymous, aggregated and/or de-identified information, which is derived from the use of the Service (i.e., metadata, aggregated, analytics information and/or intelligence relating to the operation, support, and/or Customer’s use, of the Service) which is not personally identifiable information and which does not identify Customer (“Analytics Information”) may be used for providing the Service, for development, benchmarks, track general industry trends, develop and publish white papers, reports and summaries and/or for statistical purposes. Such Analytics Information is Company's exclusive property.

10. Confidentiality. “Confidential Information” means any information disclosed by or on behalf of one Party (“Discloser”) to the other Party (“Recipient”) pursuant to this Agreement that is marked as “confidential,” or in some other manner to indicate its confidential nature. Without limiting the foregoing, the Service is Company’s Confidential Information. Confidential Information does not include any information which: (i) is or becomes generally known and available to the public through no act of the Recipient; (ii) was already in the Recipient’s possession without a duty of confidentiality owed to the Discloser at the time of the Discloser’s disclosure; (iii) is lawfully obtained by the Recipient from a third party who has the express right to make such disclosure; or (iv) is independently developed by the Recipient without breach of an obligation owed to the Discloser. The Recipient may use the Discloser’s Confidential Information solely to perform its obligations under this Agreement. Except as set forth in the immediately following sentence, the Recipient will not disclose the Discloser’s Confidential Information to any third party except to its employees, consultants, affiliates, agents, and subcontractors having a need to know such information to perform its obligations under this Agreement who have signed a non-disclosure agreement with the Recipient containing terms at least as protective of the Discloser’s Confidential Information as those contained herein. The Recipient may disclose the Discloser’s Confidential Information to the extent that such disclosure is required by law or by the order or a court of similar judicial or administrative body, provided that it notifies the Discloser’s of such required disclosure to enable Discloser’s to seek a protective order or otherwise seek to prevent or restrict such disclosure. All right, title, and interest in and to Confidential Information are and will remain the sole and exclusive property of the Discloser. The Recipient will use no less than reasonable efforts to protect the Discloser’s Confidential Information from unauthorized access, use, or disclosure. Notwithstanding anything to the contrary in this Agreement, Company’s obligations with respect to the protection of Customer Data are solely as set forth in Section ‎‎‎9.

11. Artificial Intelligence. Company uses artificial intelligence (AI) tools and systems in the context of the provision of the Service provided hereunder. Customer acknowledges and agrees that the technology used by Company to provide the Service is experimental, rapidly evolving, and may be subject to unexpected outputs and results. Any content or result produced by the Service is provided on an “AS-IS” and “AS-AVAILABLE” basis, without warranties of any kind. The output generated by the AI and Service may contain errors, omissions, inaccuracies, or content that does not accurately reflect real events, places, people, or facts. Customer understands and agrees that Company shall have no liability for any mistakes, inaccuracies, omissions, offensive material, or any decisions or actions taken by Customer based on the outputs or results generated by the Services or AI. Customer reliance upon such outputs is at Customer’s sole risk and discretion. Customer is solely responsible for reviewing and verifying any content generated by the Service (whether AI-generated or otherwise) prior to relying on, sending, distributing, or otherwise using or implementing such content. Company disclaims any liability for consequences arising from Customer's failure to review or verify such content.

12. DISCLAIMER OF WARRANTIES. Company represents and warrants that, under normal authorized use, the Service shall substantially perform in conformance with its Documentation. As Customer's sole and exclusive remedy and Company's sole liability for breach of this warranty, Company shall use commercially reasonable efforts to repair the Service. The warranty set forth herein shall not apply if the failure of the Service results from or is otherwise attributable to: (i) repair, maintenance, or modification of the Service by persons other than Company or its authorized contractors; (ii) accident, negligence, abuse, or misuse of the Service; (iii) use of the Service other than in accordance with the Documentation; or (iv) the combination of the Service with equipment or software not authorized or provided by Company.

OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND THE RESULTS THEREOF ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. COMPANY DOES NOT WARRANT THAT: (i) THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS, OR (ii) THE SERVICES WILL OPERATE ERROR-FREE. EXCEPT AS SET FORTH IN SECTION ‎‎7 AND THIS SECTION ‎‎12, THE COMPANY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, NON-INFRINGEMENT, NON-INTERFERENCE, AND FITNESS FOR A PARTICULAR PURPOSE. COMPANY WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES, OR OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR FOR ISSUES RELATED TO PUBLIC NETWORKS OR CUSTOMER'S HOSTING SERVICES. THE SERVICES PROVIDED BY COMPANY ARE ADVISORY IN NATURE AND THAT OUTPUTS GENERATED BY THE SERVICE, INCLUDING THOSE PRODUCED BY INTEGRATED ARTIFICIAL INTELLIGENCE OR THIRD-PARTY TOOLS, ARE FOR INFORMATIONAL AND TRAINING PURPOSES ONLY AND SHOULD NOT BE RELIED UPON AS LEGAL, COMPLIANCE, OR SECURITY ADVICE; ALL RECOMMENDATIONS, CONTENT, AND CAMPAIGNS GENERATED OR DISTRIBUTED VIA THE SERVICE ARE FOR TRAINING AND AWARENESS PURPOSES ONLY, AND COMPANY DOES NOT UNDERTAKE OR GUARANTEE THAT THE SERVICE WILL PREVENT SECURITY INCIDENTS OR DATA BREACHES AND IS NOT RESPONSIBLE FOR ANY ACTIONS TAKEN BY CUSTOMER BASED ON SUCH OUTPUTS. THE COMPANY DISCLAIMS ALL LIABILITY ARISING FROM ANY SERVICE GENERATED CONTENT. THE CUSTOMER REMAINS SOLELY RESPONSIBLE FOR THE IMPLEMENTATION OF APPROPRIATE CYBERSECURITY MEASURES AND FOR ANY DECISIONS OR ACTIONS TAKEN BASED ON THE USE OF THE SERVICE. COMPANY SHALL NOT BE RESPONSIBLE FOR ANY WARRANTIES AND REPRESENTATIONS MADE BY ANY PARTNER TO CUSTOMER.

13. LIMITATION OF LIABILITY. EXCEPT FOR COMPANY'S INDEMNIFICATION OBLIGATION UNDER SECTION ‎14 AND ANY DAMAGES RESULTING FROM ANY BREACH OF EITHER PARTY’S CONFIDENTIALITY OBLIGATIONS HEREIN, WILLFUL MISCONDUCT, AND/OR CUSTOMER'S MISAPPROPRIATION OR OTHERWISE VIOLATION OF COMPANY'S INTELLECTUAL PROPERTY RIGHTS (INCLUDING VIOLATION OF THE SUBSCRIPTION RESTRICTIONS BY CUSTOMER): (I) NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, REPUTATION, PROFITS, DATA, OR DATA USE, OR THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES; (II) EITHER PARTY’S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNTS ACTUALLY PAID OR PAYABLE TO COMPANY BY CUSTOMER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT. FOR CLARITY, THE LIMITATIONS IN THIS SECTION DO NOT APPLY TO PAYMENTS DUE TO COMPANY UNDER THIS AGREEMENT (INCLUDING ITS EXHIBITS).

14. Indemnification.

14.1 Company agrees to defend, at its expense, any third-party action or suit brought against Customer alleging that the Services, when used as permitted under this Agreement, infringe intellectual property rights of a third party (“IP Infringement Claim”); and Company will pay any damages finally awarded by a court against Customer that are attributable to any such IP Infringement Claim, provided that (i) Customer promptly notifies Company in writing of such claim; and (ii) Customer grants Company the sole authority to handle the defense or settlement of any such claim and provides Company with all reasonable information and assistance in connection therewith, at Company’s expense. Company will not be bound by any settlement that Customer enters into without Company's prior written consent.

14.2 If the Service becomes, or in Company's opinion is likely to become, the subject of an IP Infringement Claim, then Company may, at its sole discretion: (a) procure for Customer the right to continue using the Service; (b) replace or modify the Service to avoid the IP Infringement Claim; or (c) if options (a) and (b) cannot be accomplished despite Company's reasonable efforts, then Company may terminate the affected Order(s) upon written notice to Customer, and Customer shall be entitled to receive a pro-rated refund of any prepaid Subscription Fees under such Order(s) based on the remaining period of the corresponding Subscription Term(s).

14.3 Notwithstanding the foregoing, Company shall have no responsibility for IP Infringement Claims resulting from or based on: (i) Company’s compliance with Customer’s instructions or specifications; or (ii) combination or use of the Services with equipment, devices, or software not supplied by Company.

14.4 This Section ‎‎14 states Company's entire liability, and Customer's exclusive remedy, for any IP Infringement Claim.

15. Term and Termination.

15.1 Term. This Agreement commences on the Effective Date and, unless terminated in accordance herewith, shall continue in full force and effect until all Orders or Partner Orders (as the case may be) expire or are terminated (the “Term”). In case Customer purchased the subscription directly from the Company, unless otherwise specified in the Direct Order, following such Initial Subscription Term, the Company shall notify the Customer of the subscription fees due for the next Subscription Term, and unless the Customer notifies the Company in writing of its intent not to renew the Subscription at least thirty (30) days prior to the expiration of the then-current Subscription Term, the Order shall renew for successive Subscription Terms of equal length (each, a “Renewal Subscription Term”).

15.2 Termination. Each Party may terminate this Agreement immediately upon written notice to the other Party if the other Party commits a material breach under this Agreement and, if curable, fails to cure that breach within thirty (30) days after receipt of written notice specifying the material breach. Each Partner Order may be terminated in accordance with any termination rights specified therein.

15.3 Effect of Termination; Survival. Upon termination of this Agreement for any reason: (a) the Subscription shall automatically terminate, (b) Customer shall cease all access and use of the Services thereunder, and (c) Customer shall (as directed) permanently erase and/or return all Confidential Information of Company in Customer's possession or control. Following termination, all outstanding Fees and other charges that are accrued as of termination, which become immediately due and payable, and if necessary, Company shall issue a final invoice therefor. The provisions of this Agreement that, by their nature and content, must survive the termination of this Agreement in order to achieve the fundamental purposes of this Agreement (including “Intellectual Property Rights”, “Disclaimer of Warranties”, "Limitation of Liability" and “Miscellaneous”) shall so survive. Termination shall not affect any rights and obligations accrued as of the effective date of termination.

16. Miscellaneous. This Agreement, and any exhibits attached or referred hereto, represents the entire agreement between the Parties concerning the subject matter hereof, replaces all prior and contemporaneous oral or written understandings and statements, and may be amended only by a written agreement executed by both Parties; provided, however, that Company may modify this Agreement prospectively by publishing a revised version thereof on Company's website. Any terms and conditions printed, or linked to, within any Customer’s purchase order which are in addition to and/or inconsistent with the terms and conditions of this Agreement, shall be of no effect. The failure of either Party to enforce any rights granted hereunder or to take action against the other Party in the event of any breach, shall not be deemed a waiver by that Party as to subsequent enforcement or actions in the event of future breaches. Any waiver granted hereunder must be in writing. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect and such provision shall be reformed only to the extent necessary to make it enforceable. Any use of the Service by an agency, department, or other entity of the United States government shall be governed solely by the terms of this Agreement. Customer hereby agrees that (i) Company may use Customer’s name and logo to identify Customer as a customer of Company or user of the Service, on Company’s website, presentations, marketing materials or otherwise; and (ii) Customer, to the extent requested by Company, shall use commercially reasonable efforts to positively address communications it receives from Company potential customers. Following the termination of this Agreement Customer may request Company to remove such customer reference. Except as stated otherwise herein, this Agreement is for the sole benefit of the Parties hereto and nothing herein, express or implied, shall give, or be construed to give, any rights hereunder to any other person. Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, which consent may not be unreasonably withheld or delayed. Notwithstanding the foregoing, this Agreement may be assigned by either Party in connection with a merger, consolidation, sale of all of the equity interests of such Party, or a sale of all or substantially all of the assets of the Party to which this Agreement relates. Without derogating from and subject to the abovementioned, this Agreement will bind and benefit each Party and its respective successors and assigns. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of law. All disputes arising out of or in connection with the present contract shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with the said Rules. The place of arbitration shall be the State of New York, NY. The language of the arbitration shall be English. Notwithstanding the foregoing, each Party may seek equitable relief in any court of competent jurisdiction in order to protect its proprietary rights. Each Party irrevocably waives its right to trial of any issue by jury. This Agreement does not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the Parties. Neither Party has any authority to enter into agreements of any kind on behalf of the other Party. Company will not be liable for any delay or failure to provide the Services resulting from circumstances or causes beyond the reasonable control of Company including, but not limited to on account of strikes, shortages, riots, insurrection, fires, flood, storms, explosions, acts of God, war, government or quasi-governmental authorities actions, riot, acts of terrorism, earthquakes, explosions, power outages, pandemic or epidemic (or similar regional health crisis), or any other cause that is beyond the reasonable control of Company. Notices to either Party shall be deemed given (a) four (4) business days after being mailed by airmail, postage prepaid, (b) the same business day, if dispatched by facsimile or electronic mail before 13:00 hour (EST time) and sender receives acknowledgment of receipt, or (c) the next business day, if dispatched by facsimile or electronic mail after the hour 13:00 (EST time) and sender receives acknowledgment of receipt. This Agreement may be executed in electronic counterparts, each of which counterpart, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same agreement.

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