KALPA SOFTWARE SUBSCRIPTION TERMS AND CONDITIONS

Version: 2.0

Date: 31-Jan-2026

These Software Subscription Terms and Conditions (the “Terms”) govern the provision and use of the Software and form part of each Subscription Order Form (the “Order Form”) that references these Terms.

The Order Form, these Terms, and the Kalpa Support and Service Levels (the “Support Terms”) are collectively referred to as the “Agreement.”

“Licensor” means Kalpa Inc., the legal entity identified in the applicable Subscription Order Form as the provider of the Software, together with its affiliates, and includes its employees, contractors, subcontractors, and service providers acting on its behalf in connection with the provision, operation, maintenance, and support of the Software under this Agreement.

“Licensee” means the legal entity identified in the applicable Subscription Order Form that has executed or otherwise accepted such Order Form and is authorized to access and use the Software pursuant to this Agreement, including any of its permitted users acting on its behalf.

By executing an Order Form, the Licensee agrees to be bound by the Agreement.

1. SOFTWARE

1.1 Scope of Software

These Terms apply to Licensor’s provision, delivery, implementation, configuration, integration, hosting (if applicable), maintenance, and support of the software product(s) described in the applicable Order Form (the “Software”), including all updates, upgrades, enhancements, modifications, documentation, interfaces, and related materials provided by Licensor (collectively, the “Services & Deliverables”). The Software may include integrations with third-party platforms, systems, and services, the availability and functionality of which are outside Licensor’s control.

1.2 License Grant

Subject to Licensee’s compliance with this Agreement and payment of all applicable fees, Licensor hereby grants to Licensee a limited, non-exclusive, non-transferable, non-sublicensable, revocable right and license during the Term to access and use the Software solely for Licensee’s internal business purposes. Except for the limited rights expressly granted herein, no other rights or licenses are granted to Licensee, whether by implication, estoppel, or otherwise.

1.3 Territory, Use, and Compliance

The Software is provided in the English language. Licensee acknowledges and agrees that it is solely responsible for: (a) compliance with all applicable laws, rules, and regulations in connection with its use of the Software, including those relating to data protection, privacy, export controls, and electronic communications; (b) its systems, infrastructure, security, and connectivity used in connection with the Software; and (c) obtaining and maintaining all consents, permissions, licenses, and authorizations required for its use of the Software and processing of Licensee Data.

1.4 Provision of Software

Licensor may, in its sole discretion and from time to time: (a) modify, enhance, update, replace, or discontinue any aspect, functionality, feature, interface, or component of the Software; (b) introduce new features or functionality; (c) change technical requirements or supported configurations. Licensor shall use commercially reasonable efforts to provide advance notice of any material modification that is reasonably expected to adversely affect Licensee’s use of the Software. Licensor shall have no obligation to continue to provide or maintain any specific functionality, feature, or version of the Software.

1.5 Maintenance

Licensor may, from time to time, perform scheduled or unscheduled maintenance, including updates, modifications, bug fixes, upgrades, enhancements, and the deployment of new versions of the Software (collectively, “Maintenance”).

Licensor shall use commercially reasonable efforts to: (a) perform scheduled Maintenance during non-business hours where reasonably practicable; and (b) provide Licensee with prior notice of any scheduled Maintenance that is reasonably expected to result in a material interruption or degradation of the Software.

Unless otherwise specified in the Support Terms: such notice shall be provided no less than forty-eight (48) hours in advance of the scheduled Maintenance; and may be delivered via email, system notification, or through Licensor’s customer portal.

Licensee acknowledges and agrees that: (i) emergency Maintenance may be performed at any time without prior notice where necessary to address security risks, system integrity issues, or urgent defects; and (ii) Licensor shall not be liable for any unavailability, interruption, or degradation of the Software resulting from Maintenance performed in accordance with this Section.

1.6 Software Support

Licensor shall provide support services in accordance with the Support Terms. Licensee shall submit all support requests through Licensor’s designated support channels and shall provide all information reasonably required for Licensor to investigate and address such requests.

Licensor’s support obligations are limited to issues directly attributable to the Software and shall not extend to: (a) Licensee systems, infrastructure, or configurations; (b) third-party software or integrations; (c) issues caused by Licensee misuse, misconfiguration, or unauthorized modifications.

1.7 Software Modifications and Versioning

Licensor may, at its sole discretion, modify the Software at any time.

Where the Software integrates with third-party platforms, Licensor may require Licensee to: (a) upgrade to supported versions; (b) implement changes required by third-party providers; (c) maintain compatibility with updated APIs or services.

Licensor may support prior versions of the Software or integrations for a limited period not exceeding twelve (12) months following the release of a new version, after which support for prior versions may be discontinued without liability. Licensor shall have no obligation to ensure compatibility with Licensee’s systems or infrastructure.

1.8 Testing and Third-Party Systems

Licensor shall perform reasonable initial testing to confirm that the Software is capable of integrating with the third-party systems identified in the Order Form.

Except as expressly stated in this Agreement, Licensor shall not be responsible for: (a) ongoing compatibility with third-party systems; (b) changes to APIs, interfaces, permissions, or data structures;

(c) performance, availability, or reliability of third-party platforms; (d) errors, failures, or degradation caused by third-party systems or Licensee systems. Such issues shall not be deemed defects in the Software.

1.9 Staffing

Licensor shall have the sole right to determine: (a) the personnel assigned to perform the Software and services; (b) the location, time zone, and working arrangements of such personnel; (c) the methods, processes, and tools used to provide the Software. Licensor may use employees, contractors, affiliates, or subcontractors in the performance of its obligations under this Agreement.

1.10 Personnel Hours

Unless otherwise expressly agreed in writing, Licensor personnel shall perform services during standard business hours which are 9:00 a.m. to 5:00 p.m. Eastern Time (ET). Any request for services outside such hours shall: (a) require reasonable advance notice from Licensee; (b) be subject to resource availability and Licensor approval; and (c) be subject to additional fees at Licensor’s then-current rates.

2. TERM OF AGREEMENT

2.1 Term

This Agreement shall commence on the Effective Date set forth in the applicable Order Form and shall continue for the initial subscription term specified therein (the “Initial Term”).

2.2 Automatic Renewal

Upon expiration of the Initial Term, this Agreement shall automatically renew for successive periods equal in duration to the Initial Term (each, a “Renewal Term”), unless either party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current Term.

2.3 Pricing During Initial Term

The Subscription Fees set forth in the Order Form shall remain fixed during the Initial Term and shall not be subject to any annual increases or adjustments.

2.4 Renewal Pricing

Subscription Fees applicable to any Renewal Term shall be determined in accordance with Sections 2.5 and 2.6.

2.5 Discount Structure

The applicable discount for any Term shall be determined based on the length of such Term as follows:

The discount shall apply to the Subscription Fees corresponding to the selected Term.

2.6 Renewal Pricing Mechanics

Upon commencement of any Renewal Term: (a) the Subscription Fees shall first be increased by applying a compounded annual increase of five percent (5%) for each year of the preceding Term; and (b) the applicable discount corresponding to the length of the Renewal Term shall then be applied to such adjusted Subscription Fees. For clarity, the pricing calculation shall be performed in the following order: (i) application of compounded annual increase; and (ii) application of the term-based discount.

3. FEES AND PAYMENT TERMS

3.1 Fees

Licensee shall pay to Licensor all subscription fees, charges, and other amounts specified in the applicable Order Form (collectively, the “Fees”), in accordance with the terms of this Agreement. All Fees are non-cancellable, non-refundable, and not subject to set-off, deduction, or withholding, except as expressly provided herein or required by applicable law.

3.2 Billing and Payment

Unless otherwise expressly stated in the Order Form: (a) Subscription Fees shall be invoiced annually in advance of the applicable billing period; (b) all invoices shall be due and payable within thirty (30) days from the invoice date; and (c) all payments shall be made in the currency specified in the Order Form and in immediately available funds. Licensee shall be responsible for maintaining accurate and complete billing and contact information and shall promptly notify Licensor of any changes thereto.

3.3 Additional Services and Charges

Licensor may provide services outside the scope of the Software and the Order Form, including, without limitation: (a) custom development or customization services; (b) additional integrations, connectors, or endpoints; (c) additional data flows, usage capacity, or volume-based services; (d) consulting, advisory, or technical services; (e) after-hours, expedited, or priority services; (f) reconfiguration, remediation, or re-implementation services.

All such additional services shall be subject to additional Fees at Licensor’s then-current rates or as otherwise agreed in writing between the parties. Licensee shall not be entitled to receive any additional services unless agreed in writing, and Licensor shall have no obligation to perform any services not expressly included in the Order Form.

3.4 Taxes

All Fees are exclusive of all applicable taxes, levies, duties, or similar governmental assessments. Licensee is responsible for the payment of all such taxes, excluding taxes based on Licensor’s income.

3.5 Late Payments

Any undisputed amounts not paid when due shall accrue interest from the due date until paid at the rate of one and one-half percent (1.5%) per month (or eighteen percent (18%) per annum), or the maximum rate permitted by applicable law, whichever is less. Such interest shall accrue on a daily basis and be compounded monthly. Licensee shall be responsible for all reasonable costs incurred by Licensor in collecting overdue amounts, including reasonable legal fees, court costs, and collection agency fees, to the extent permitted by applicable law.

3.6 Suspension for Non-Payment

Without limiting any other rights or remedies available to Licensor, Licensor may suspend Licensee’s access to the Software, in whole or in part, upon written notice if: (a) any undisputed invoice remains unpaid for more than fifteen (15) days after its due date; or (b) Licensee has otherwise materially breached its payment obligations under this Agreement. Licensor shall have no liability for any damages, losses, claims, or expenses arising out of or relating to any such suspension. Suspension shall not relieve the Licensee of its obligation to pay any Fees due under this Agreement.

3.7 No Refunds

Except as expressly provided in this Agreement, all Fees paid or payable under this Agreement are non-refundable under any circumstances, including: (a) termination or expiration of this Agreement; (b) suspension of access to the Software; (c) partial use or non-use of the Software; or (d) Licensee’s dissatisfaction with the Software.

3.8 Disputed Invoices

Licensee shall notify Licensor in writing of any dispute with respect to any invoice within fifteen (15) days of receipt thereof, specifying in reasonable detail the nature and basis of such dispute. The parties shall cooperate in good faith to resolve any such dispute promptly. Licensee shall pay all undisputed portions of any invoice in accordance with this Agreement. Failure to timely dispute an invoice shall constitute acceptance of such invoice.

3.9 Price Adjustments Outside Renewal

Except as expressly set forth in Section 2 (Term and Renewal), Licensor shall have no obligation to maintain pricing for any additional services, expansions, or changes to scope requested by Licensee during the Term, and such items shall be priced at Licensor’s then-current rates.

4. OWNERSHIP AND INTELLECTUAL PROPERTY

4.1 Ownership of Software

The Software, including all enhancements, modifications, updates, upgrades, and all related documentation, materials, technology, and intellectual property rights therein (collectively, the “Licensor IP”), are and shall remain the exclusive property of Licensor and its licensors.

This Agreement does not convey to Licensee any ownership interest in the Software or Licensor IP, but only a limited right to use the Software in accordance with this Agreement. Licensor reserves all rights not expressly granted herein.

4.2 Licensee Data

As between the Parties, all data, information, and materials provided by or on behalf of Licensee, including data processed through the Software (“Licensee Data”), shall remain the exclusive property of Licensee. Licensee grants Licensor a limited, non-exclusive right to use Licensee Data solely as necessary to provide and support the Software and perform its obligations under this Agreement.

4.3 Feedback

If Licensee or its users provide any suggestions, ideas, feedback, or recommendations regarding the Software (“Feedback”), Licensor shall be free to use, incorporate, and exploit such Feedback without restriction and without any obligation to Licensee.

4.4 IP Infringement Indemnity

Licensor shall defend Licensee against any third-party claim that the Software, as provided by Licensor and used in accordance with this Agreement, directly infringes any intellectual property rights of such third party, and shall indemnify Licensee against any damages finally awarded by a court of competent jurisdiction or agreed in settlement by Licensor.

This obligation does not apply to claims arising from: (a) modifications to the Software not made by Licensor; (b) use of the Software in combination with products, services, systems, or data not provided or approved by Licensor; (c) use of the Software in violation of this Agreement or applicable documentation; or (d) Licensee Data.

4.5 Infringement Remedies

If the Software becomes, or in Licensor’s opinion is likely to become, the subject of an infringement claim, Licensor may, at its option: (a) modify the Software to make it non-infringing; (b) obtain rights for Licensee to continue using the Software; (c) replace the Software with a functionally equivalent alternative; or (d) terminate the affected portion of the Software and provide a pro-rata refund of prepaid fees for the unused portion of the applicable annual subscription period solely with respect to the terminated portion.

This Section 4 sets forth Licensor’s sole liability and Licensee’s exclusive remedy for any intellectual property infringement claims relating to the Software.

5. INDEPENDENT CONTRACTORS

5.1 Independent Relationship

The Parties are independent contractors, and nothing in this Agreement shall be deemed to create any partnership, joint venture, agency, fiduciary, or employment relationship between the Parties.

5.2 No Authority to Bind

Neither Party shall have the authority to bind, obligate, or otherwise act on behalf of the other Party without the other Party’s prior written consent.

5.3 Licensor Personnel

All personnel, employees, contractors, or subcontractors engaged by Licensor in connection with the performance of this Agreement shall remain under the direction and control of Licensor and shall not be deemed employees or agents of Licensee for any purpose. Licensor shall be solely responsible for all compensation, benefits, and applicable taxes relating to such personnel.

5.4 Use of Subcontractors

Licensor may use subcontractors or third-party service providers in the performance of its obligations under this Agreement, provided that Licensor remains responsible for their performance in accordance with this Agreement.

6. CONFIDENTIAL INFORMATION

6.1 Definition of Confidential Information

“Confidential Information” means any non-public, proprietary, or confidential information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), whether in oral, written, electronic, or other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Confidential Information of Licensor includes, without limitation, pricing and commercial terms, product designs, architecture, technical information, methodologies, processes, and know-how.

Confidential Information of Licensee includes, without limitation, Licensee Data, business operations, financial information, and internal processes.

6.2 Obligations of Confidentiality

The Receiving Party shall: (a) use Confidential Information solely for purposes of performing or exercising its rights under this Agreement; (b) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those set forth herein; and (c) protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information, and in no event less than a reasonable standard of care.

6.3 Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was lawfully known to the Receiving Party prior to disclosure; (c) is independently developed without use of the Disclosing Party’s Confidential Information; or (d) is received from a third party without breach of any confidentiality obligation.

6.4 Required Disclosures

If the Receiving Party is required by law, regulation, or court order to disclose Confidential Information, it may do so, provided that, to the extent legally permitted, it gives prompt notice to the Disclosing Party and reasonably cooperates in any effort to seek protective treatment.

6.5 Return or Destruction

Upon termination or expiration of this Agreement, or upon written request of the Disclosing Party, the Receiving Party shall return or destroy all Confidential Information of the Disclosing Party, except to the extent retention is required by law or for archival backup purposes.

6.6 Duration

The obligations of confidentiality shall continue during the Term of this Agreement and for a period of three (3) years thereafter, except that trade secrets shall be protected for so long as they remain trade secrets under applicable law.

6.7 Injunctive Relief

Each Party acknowledges that unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages may be insufficient, and the Disclosing Party shall be entitled to seek injunctive or equitable relief in addition to any other remedies available at law.

6.8 Use of Name and Logo

Licensor may identify Licensee as a customer and use Licensee’s name and logo for marketing purposes only with Licensee’s prior written consent, not to be unreasonably withheld or delayed.

7. NON-SOLICITATION OF PERSONNEL

7.1 Restriction on Hiring and Engagement

During the Term of this Agreement and for a period of twelve (12) months following its expiration or earlier termination for any reason (the “Restricted Period”), Licensee shall not, and shall not permit any of its affiliates or any third party acting on its behalf to, directly or indirectly, solicit, recruit, hire, engage, retain, contract with, or otherwise enter into any employment, consulting, contractor, advisory, or other service relationship with any employee, contractor, consultant, or subcontractor of Licensor who was involved in the performance of the Software or any related services under this Agreement.

7.2 No Circumvention

The restriction set forth in this Section 7 applies regardless of the manner in which such individual is identified, introduced, approached, or engaged, including through: (a) third-party recruiters, staffing agencies, or headhunters; (b) independent contractor or consulting arrangements; (c) affiliate entities or related persons; (d) unsolicited applications; (e) responses to general advertisements or recruiting campaigns; or (f) any other direct or indirect means or mechanism.

7.3 No Exception for General Solicitation

For clarity, the restrictions in this Section 7 shall apply notwithstanding the fact that any such employee, contractor, consultant, or subcontractor responds to a general advertisement, unsolicited application process, job posting, general recruiting outreach, or similar non-targeted solicitation.

7.4 Consent

Any exception to the restrictions in this Section 7 shall require the prior written consent of Licensor, which consent may be granted or withheld in Licensor’s sole and absolute discretion.

7.5 Reasonableness

Licensee acknowledges and agrees that the restrictions contained in this Section 7 are reasonable in scope, duration, and subject matter and are necessary to protect Licensor’s legitimate business interests, including its investment in recruiting, training, retaining, and deploying skilled personnel.

8. LICENSEE RESPONSIBILITIES

8.1 General Responsibilities

Licensee shall actively cooperate with Licensor in connection with the provision, implementation, configuration, maintenance, support, and ongoing use of the Software.

Without limiting the generality of the foregoing, Licensee shall: (a) provide timely access to qualified personnel, systems, data, and information as reasonably required by Licensor; (b) make timely decisions, approvals, elections, and provide feedback necessary for implementation, configuration, support, and ongoing use of the Software; (c) ensure that its personnel are available, responsive, and appropriately qualified throughout the implementation and support process; (d) perform its responsibilities in accordance with any agreed timelines, project plans, implementation requirements, or instructions communicated by Licensor; and (e) promptly notify Licensor of any known issue, defect, security concern, or operational problem relating to the Software.

Licensor shall not be responsible for any delays, failures, defects, unavailability, performance issues, missed milestones, or additional costs arising from: (i) Licensee’s failure to fulfill its obligations under this Agreement; (ii) delays in providing access, data, approvals, decisions, or dependencies; (iii) inaccurate, incomplete, untimely, corrupt, or misleading information provided by Licensee; (iv) Licensee’s failure to follow Licensor’s reasonable instructions, technical guidance, documentation, or implementation requirements; or (v) Licensee-caused interruptions, outages, or changes affecting the Software environment.

Any timelines, delivery dates, implementation schedules, support response activities, or other performance commitments are dependent on Licensee’s timely cooperation and may be extended or adjusted by Licensor to reflect delays attributable to Licensee.

8.2 Systems and Third-Party Software

Licensee is solely responsible, at its own cost and expense, for: (a) procuring, configuring, maintaining, and securing all hardware, systems, devices, browsers, networks, and internet connectivity required to access and use the Software; (b) maintaining valid licenses, subscriptions, permissions, and rights for all third-party software, platforms, and services required for or used in connection with the Software; (c) ensuring that Licensor is granted the necessary access rights, permissions, credentials, and technical connectivity required to perform its obligations under this Agreement; and (d) ensuring that its technical environment remains compatible with the Software and any supported integrations.

Licensor is not responsible for: (i) the availability, performance, functionality, security, support, or continued operation of any third-party software, platforms, services, or APIs; (ii) any changes, interruptions, incompatibilities, suspensions, rate limits, deprecations, or failures caused by third-party providers; or (iii) the cost, procurement, renewal, or maintenance of any third-party systems required by Licensee.

8.3 Licensee Data

Licensee is solely responsible for: (a) the accuracy, quality, integrity, completeness, timeliness, legality, and reliability of Licensee Data; (b) ensuring that it has all necessary rights, consents, permissions, notices, authorizations, and lawful bases to provide Licensee Data to Licensor and to permit Licensor to process such Licensee Data as contemplated by this Agreement; and (c) implementing and maintaining appropriate backup, archival, governance, and retention practices for Licensee Data, except to the extent expressly agreed otherwise in writing.

Licensee shall not use the Software to store, transmit, process, or make available any data, information, or materials that: (i) violate any applicable law, regulation, or governmental requirement; (ii) infringe, misappropriate, or otherwise violate any intellectual property, proprietary, contractual, privacy, publicity, or other rights of any person; (iii) contain malicious code, malware, ransomware, viruses, Trojan horses, worms, time bombs, or other harmful code or components; or (iv) violate applicable privacy, confidentiality, or data protection obligations.

8.4 Configuration, Customization, and Licensee Changes

Licensee is solely responsible for any modifications, customizations, configurations, workflows, mappings, scripts, code, automation, integrations, or other changes performed by or on behalf of Licensee, including those performed by third parties.

Licensor shall not be responsible for any defects, outages, degradation, errors, data corruption, support limitations, or performance issues resulting from: (a) modifications, customizations, or configurations not performed by Licensor; (b) changes to Licensee’s systems, workflows, permissions, or infrastructure; (c) third-party integration changes or unsupported implementations; or (d) Licensee’s failure to maintain a supported configuration.

8.5 Support Requests

Licensee shall submit all support requests through Licensor’s designated support channels and shall provide all information reasonably necessary for Licensor to investigate and respond to the issue, including: (a) a reasonably detailed description of the issue; (b) relevant dates, times, user impacts, and business impact; (c) logs, screenshots, exports, configurations, and error messages where applicable; and (d) such further cooperation and access as Licensor may reasonably request.

Licensor’s support obligations may be delayed, limited, or suspended to the extent Licensee fails to provide the foregoing.

8.6 Access and Credentials

To the extent required for implementation, integration, maintenance, upgrades, version compatibility, troubleshooting, or support of the Software, Licensee shall provide Licensor with appropriate administrative access to Licensee’s systems and any relevant third-party platforms.

Such access shall be provided in a secure manner, including through role-based access, delegated credentials, sandbox access, integration user credentials, or other commercially reasonable access methods where available, and Licensee shall ensure that Licensor has the permissions necessary to perform its obligations under this Agreement.

Without limiting the foregoing, where applicable, Licensee shall provide Licensor with timely access to any applicable release preview, sandbox, test, or pre-production environments, including NetSuite Release Preview environments, within fifteen (15) days of such environments becoming available, to enable Licensor to test, validate, and update the Software as required.

Licensee remains solely responsible for the management, security, and control of its systems, accounts, permissions, users, and access credentials.

Licensor shall not be responsible for any delays, incompatibilities, failures, outages, degraded performance, missed upgrade windows, or other issues resulting from Licensee’s failure to provide or maintain the required access, permissions, or environments.

8.7 Use Restrictions

Licensee shall not, and shall not permit any affiliate, user, contractor, agent, or other third party to: (a) reverse engineer, decompile, disassemble, decode, adapt, or otherwise attempt to derive, discover, reconstruct, or access the source code, underlying ideas, algorithms, structure, interfaces, or interoperability mechanisms of the Software; (b) copy, reproduce, republish, modify, translate, adapt, alter, create derivative works from, or otherwise exploit the Software except as expressly permitted under this Agreement; (c) resell, sublicense, distribute, lease, lend, timeshare, outsource, host, white-label, service bureau, or otherwise make the Software available to or for the benefit of any third party; (d) use the Software to provide services to third parties or as part of a commercial offering to third parties; (e) remove, obscure, alter, or conceal any proprietary notices, legends, labels, trademarks, or copyright notices; (f) attempt to circumvent any usage limits, feature restrictions, access controls, authentication systems, or security protections of the Software; (g) use the Software in any manner that violates applicable law, infringes third-party rights, or exceeds the scope of the rights granted under this Agreement; (h) use the Software to develop, benchmark, train, improve, or create a competing product or service; or (i) disclose to any third party any performance, benchmarking, or comparative test results relating to the Software without Licensor’s prior written consent.

8.8 Responsibility for Users

Licensee is responsible for all acts and omissions of its users and any third parties that access or use the Software through Licensee’s accounts, credentials, systems, or environment, as if such acts or omissions were those of Licensee itself.

8.9 Data Privacy

Licensor shall process Licensee data solely for purposes of providing the Software and performing its obligations under this Agreement and shall maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect Licensee Data against unauthorized access, use, disclosure, or loss.

9. WARRANTY

9.1 Limited Warranty

Licensor warrants that, during the Term: (a) the Software will materially conform to the applicable documentation provided by Licensor; and (b) Licensor will perform any services under this Agreement in a professional and workmanlike manner, consistent with generally accepted industry standards.

9.2 Disclaimer of Warranties

Except as expressly set forth in Section 9.1, the software and all related services, deliverables, support, materials, data, documentation, and information provided by Licensor are provided “as is” and “as available,” and Licensor makes no other representations or warranties of any kind, whether express, implied, statutory, or otherwise.

To the maximum extent permitted by applicable law, Licensor expressly disclaims all implied warranties, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, quiet enjoyment, system integration, data accuracy, or that the software will operate uninterrupted or error-free.

Licensor does not warrant that: (a) the Software will meet all of Licensee’s specific requirements, business objectives, or expectations beyond those expressly set forth in this Agreement or applicable documentation; (b) the Software will be uninterrupted, timely, or error-free; (c) all defects or errors will be corrected; or (d) any results or outputs generated through use of the Software will be complete, accurate, or reliable in all circumstances.

9.3 Third-Party Dependencies

Licensee acknowledges that the Software may integrate with, rely upon, exchange data with, or otherwise depend upon third-party platforms, systems, software, APIs, infrastructure, and services.

Licensor does not warrant and shall not be responsible for: (a) the availability, performance, functionality, or continued support of any third-party systems; (b) any changes, interruptions, failures, deprecations, suspensions, or limitations of third-party software, APIs, or services; or (c) any incompatibility caused by updates, modifications, outages, permissions changes, or business decisions of third-party providers.

9.4 Licensee-Caused Issues

Licensor shall have no responsibility for any failure of the Software to perform in accordance with this Agreement to the extent such failure results from: (a) Licensee’s systems, infrastructure, permissions, users, data, environments, or configurations; (b) modifications, scripts, customizations, or integrations not performed by Licensor; (c) Licensee’s misuse of the Software or use not in accordance with Licensor’s documentation, instructions, or supported configuration requirements; or (d) third-party systems or dependencies.

9.5 Exclusive Remedy

In the event of a breach of the limited warranty set forth in Section 9.1, Licensee’s sole and exclusive remedy, and Licensor’s sole obligation, shall be for Licensor to use commercially reasonable efforts to correct the non-conforming Software or re-perform the non-conforming services, as applicable.

10. Limitation of Liability

10.1 Exclusion of Indirect Damages

To the maximum extent permitted by applicable law, in no event shall Licensor be liable to Licensee or to any third party for any indirect, incidental, consequential, special, exemplary, enhanced, or punitive damages of any kind arising out of or relating to this agreement, the software, or the services, including any loss of profits, loss of revenue, loss of savings, loss of business opportunity, loss of goodwill, loss of data, cost of cover, or business interruption, even if Licensor has been advised of the possibility of such damages and regardless of the theory of liability.

10.2 Liability Cap

To the maximum extent permitted by applicable law, Licensor’s total aggregate liability arising out of or relating to this agreement, the software, or the services, whether in contract, tort (including negligence), strict liability, statute, or otherwise, shall not exceed the total subscription fees paid by Licensee to Licensor under the applicable order form during the twelve (12) months immediately preceding the event giving rise to the claim.

10.3 Application of Limitations

The limitations and exclusions set forth in this section 10 shall apply: (a) regardless of the form of action or theory of liability; (b) even if any limited remedy fails of its essential purpose; and (c) to the maximum extent permitted by applicable law.

10.4 Exceptions

The limitations set forth in this section 10 shall not apply to: (a) Licensee’s payment obligations under this agreement; (b) Licensee’s breach of section 7 (non-solicitation) or section 8.7 (use restrictions); or (c) either party’s confidentiality obligations under section 6, solely to the extent such limitation is prohibited by applicable law.

10.5 Third-Party Systems and Infrastructure

Without limiting the foregoing, Licensor shall have no liability for any damages, losses, claims, or expenses arising out of or relating to: (a) third-party software, platforms, services, or apis; (b) changes to third-party systems, requirements, or permissions; or (c) internet, telecommunications, network, or infrastructure failures outside Licensor’s reasonable control.

11. Indemnification

11.1 Licensee Indemnification

Licensee shall defend, indemnify, and hold harmless Licensor, its affiliates, and their respective directors, officers, employees, contractors, agents, successors, and assigns from and against any and all third-party claims, demands, actions, proceedings, damages, losses, liabilities, judgments, settlements, penalties, costs, and expenses, including reasonable legal fees and expenses, arising out of or relating to: (a) Licensee’s use of the Software in violation of this Agreement or applicable law; (b) Licensee Data, including any claim that Licensee Data infringes, misappropriates, or otherwise violates any intellectual property, privacy, confidentiality, publicity, contractual, or other rights of any person, or violates applicable law; (c) Licensee’s breach of Section 7 or Section 8; or (d) any modifications, configurations, scripts, customizations, or integrations not performed by Licensor.

11.2 Licensor Indemnification

Licensor’s sole indemnification obligation under this Agreement is set forth in Section 4.4. Except as expressly provided in Section 4.4, Licensor shall have no indemnification obligations under this Agreement.

11.3 Indemnification Procedures

The party seeking indemnification (the “Indemnified Party”) shall: (a) promptly notify the other party (the “Indemnifying Party”) in writing of any claim for which indemnification is sought, provided that failure to give prompt notice shall not relieve the Indemnifying Party of its obligations except to the extent materially prejudiced thereby; (b) permit the Indemnifying Party to assume sole control of the defense and settlement of such claim, provided that the Indemnifying Party shall not settle any claim in a manner that admits fault of, or imposes any non-monetary obligation on, the Indemnified Party without the Indemnified Party’s prior written consent, not to be unreasonably withheld; and (c) provide reasonable cooperation, information, and assistance in connection with the defense or settlement of such claim, at the Indemnifying Party’s expense.

12. Termination

12.1 Termination for Cause

Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within: (a) ten (10) days after written notice, in the case of a failure to pay any undisputed amount when due; or (b) fifteen (15) days after written notice, in the case of any other material breach, except that if such breach is not reasonably capable of cure within fifteen (15) days, the breaching party shall have such additional time as is reasonably necessary to cure the breach, provided it commences cure within such period and diligently pursues cure to completion.

12.2 Suspension Rights

Without limiting any other rights or remedies, Licensor may suspend Licensee’s access to the Software, in whole or in part, immediately upon written notice if: (a) Licensee fails to pay any undisputed amount when due; (b) Licensee is in material breach of this Agreement; (c) Licensee’s use of the Software poses a security risk or may adversely impact the Software, Licensor’s systems, or other customers; or (d) Licensee’s use of the Software violates applicable law or the rights of any third party. Licensor shall have no liability for any damages, losses, or claims arising from or relating to any such suspension.

12.3 Termination for Insolvency

Licensor may terminate this Agreement immediately upon written notice if Licensee: (a) becomes insolvent or unable to pay its debts as they become due; (b) files, or has filed against it, a petition in bankruptcy or any similar insolvency proceeding that is not dismissed within sixty (60) days; (c) makes an assignment for the benefit of creditors; or (d) has a receiver, administrator, liquidator, trustee, or similar officer appointed over all or a substantial part of its assets or business.

12.4 Effect of Termination

Upon expiration or termination of this Agreement for any reason: (a) all rights granted to Licensee under this Agreement shall immediately terminate; (b) Licensee shall immediately cease all access to and use of the Software; (c) all amounts accrued or payable to Licensor under this Agreement shall become immediately due and payable; and (d) Licensee shall return, delete, or destroy all copies of Licensor’s Confidential Information in its possession or control, except to the extent retention is required by law.

12.5 Licensee Data Retrieval

Upon Licensee’s written request made within thirty (30) days following termination or expiration, Licensor shall provide reasonable assistance to enable Licensee to retrieve Licensee Data in Licensor’s then-standard export format, subject to payment of Licensor’s applicable fees for transition or extraction services, if any. After such a thirty (30) day period, Licensor may delete Licensee Data in accordance with its standard retention and deletion practices.

12.6 No Refunds

Except as expressly provided in this Agreement, all fees paid or payable under this Agreement are non-refundable, and termination or expiration shall not relieve Licensee of any obligation to pay any fees accrued or payable as of the effective date of termination.

12.7 Survival

The following provisions shall survive expiration or termination of this Agreement: Section 4 (Ownership and Intellectual Property), Section 6 (Confidential Information), Section 7 (Non-Solicitation), Section 8.7 and 8.8, Section 9.2 through 9.5, Section 10 (Limitation of Liability), Section 11 (Indemnification), this Section 12.7, and Section 13, together with any other provisions which by their nature are intended to survive.

13. MISCELLANEOUS

13.1 Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous proposals, statements, negotiations, understandings, communications, and agreements, whether oral or written, relating to such subject matter.

13.2 Amendments

No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. No purchase order, procurement document, portal terms, or other document issued by Licensee shall modify this Agreement, even if referenced in any invoice or fulfillment process, unless expressly agreed in writing by Licensor.

13.3 Non-Exclusive Relationship

Licensor may provide the same or similar software, services, and deliverables to other customers, including competitors of Licensee.

13.4 Waiver

No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver of that or any other right, power, or remedy.

13.5 Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when: (a) delivered personally; (b) sent by nationally or internationally recognized courier; or (c) sent by email to the notice address designated by the receiving party.

Notices to Licensor shall be sent to the address or email identified on Licensor’s website or in the applicable Order Form, unless otherwise updated by notice.

Notices to Licensee shall be sent to the address or email set forth in the applicable Order Form, unless otherwise updated by notice.

13.6 Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be enforced to the maximum extent permitted by law, and the remaining provisions shall remain in full force and effect.

13.7 Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of laws principles. The parties irrevocably attorn to the exclusive jurisdiction of the courts located in Toronto, Ontario, Canada for any dispute arising out of or relating to this Agreement.

13.8 Assignment

Licensee may not assign, transfer, delegate, or otherwise dispose of this Agreement, in whole or in part, whether by operation of law, change of control, merger, sale of assets, or otherwise, without the prior written consent of Licensor, and any attempted assignment in violation of the foregoing shall be void.

Licensor may assign or transfer this Agreement, in whole or in part, without Licensee’s consent to: (a) any affiliate; or (b) any successor in connection with a merger, acquisition, corporate reorganization, financing, or sale of all or substantially all of Licensor’s business or assets relating to the Software.

Any such assignment by Licensor shall not materially diminish Licensee's rights under this Agreement.

13.9 Counterparts and Electronic Signatures

The Agreement and any Order Form may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures, PDF signatures, click acceptance, and signatures executed via electronic signature platforms shall be deemed original and binding to the fullest extent permitted by law.

13.10 No Third-Party Beneficiaries

Except as expressly provided in Section 11 with respect to indemnified persons, this Agreement is for the sole benefit of the parties and their permitted successors and assigns and does not confer any rights or remedies upon any other person.

13.11 Force Majeure

Neither party shall be liable for any failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, internet service interruptions, failures of third-party hosting providers, utility failures, governmental actions, epidemics, pandemics, or other similar events.

The affected party shall use commercially reasonable efforts to mitigate the effects of such event and resume performance as soon as reasonably practicable.

13.12 Order of Precedence

In the event of any conflict, inconsistency, or ambiguity among the documents comprising the Agreement, the following order of precedence shall apply:

(a) the applicable Subscription Order Form;

(b) these Software Subscription Terms and Conditions;

(c) any support policies, service level commitments, or ancillary documents referenced herein.

The foregoing order of precedence shall apply solely to resolve conflicts and shall not be interpreted to diminish the applicability of any document except to the extent of the specific conflict.

13.13 Version Applicability

The version of these Software Subscription Terms and Conditions identified in, or referenced by, the applicable Subscription Order Form shall govern the parties' relationship for the duration of the applicable Term unless otherwise agreed in writing.

14. SUPPORT AND SERVICE LEVEL TERMS

14.1 Support For Software

Licensor shall provide support for the Software during the Term as follows: (a) respond to support requests submitted by Licensee through Licensor’s designated customer support portal (each, a “Support Request”) in accordance with the applicable Severity Level; and (b) provide Licensee with access to support-related information and resources, to the extent such resources are made generally available by Licensor to its customers.

The parties may, on a case-by-case basis, agree in writing to reasonable extensions of response or resolution timeframes.

14.2 Support Response Times

Licensor shall use commercially reasonable efforts to respond to Support Requests within the timeframes set forth below, based on Licensor’s reasonable determination of the severity of the issue (the “Severity Level”) and subject to Licensee’s provision of all information reasonably required by Licensor to investigate and respond to the issue.

For purposes of this section, “Response Time” means the time within which Licensor acknowledges receipt of a Support Request and commences investigation. Licensor shall determine the applicable Severity Level acting reasonably and may reclassify a Support Request as additional information becomes available.

14.3 Licensee Support Responsibilities

Licensee shall: (a) promptly submit Support Requests through Licensor’s designated support channels; (b) provide complete and accurate information sufficient for Licensor to assess, reproduce, and resolve the issue, including, where applicable, relevant data, logs, screenshots, system outputs, and documentation (all of which shall be deemed Licensee’s Confidential Information); and (c) provide such reasonable cooperation, access, and assistance as Licensor may request in connection with the investigation and resolution of any Support Request.

Licensor shall not be responsible for any delay in responding to or resolving a Support Request to the extent such delay results from Licensee’s failure to comply with the foregoing obligations.