Service Agreement

Last updated: 5/1/25

SockPuppet

SERVICES AGREEMENT

This Services Agreement, including all schedules, exhibits, appendices and policies attached hereto or referenced herein (collectively, the “Agreement”), is made and entered into as of the date of the signed quote by SockPuppet Corp, a Delaware Corporation  (“Company”), and the company or person identified below (“Customer”) (each a “Party” and, collectively, the “Parties”). In consideration of the mutual promises herein, the Parties agree as follows:

1. Definitions. Capitalized terms used but not otherwise defined in this Agreement shall have the following meanings:

“Activation Date” means that date that the Services as specified in the applicable SOW are delivered or made available for use by Customer.

“Affiliate” with respect to Company means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. With respect to Customer, “Affiliate” means any entity controlling, controlled by or under common control with Customer where “control” is defined as: (a) the ownership of at least fifty percent (50%) of the equity or beneficial interests of the entity; (b) the right to vote for or appoint a majority of the board of directors or other governing body of the entity; (c) the power to exercise a controlling influence over the management or policies of the entity; or (d) effective control over the entity’s IT systems and software development pursuant to a joint venture or otherwise. Customer Affiliates also include any entity (w) under a contractual relationship with Customer where Customer is the primary provider of services; (x) under the primary operational control of Customer through an operating agreement; (y) that is a franchisee of either Customer or an Affiliate (as specified in subsections (a)

through (d) above); or (z) in which Customer has an equity stake of at least twenty-five percent (25%) of the equity having the power to vote on or direct the affairs of the entity, in any case for so long as the entitlement subsists. Unless otherwise specified in this Agreement, the term “Affiliate” is included as part of the definition of Customer in that Affiliates have the same rights, obligations and protections hereunder for Services that such Affiliate has ordered. Customer is responsible for assuring Affiliates comply with the terms and conditions in this Agreement.

“Change Order” shall mean a written change order signed by authorized representatives of both Parties. A Change Order sets forth modifications and amendments to an existing Statement of Work, and when executed, shall be deemed to be part of the Statement of Work for all purposes.

“Content” means content, data or any other materials disclosed or provided to Company by Customer pursuant to the terms and conditions of this Agreement, including any software, text, audio, video, images or other content and data.

“Customer Content” means Content that Customer or any Affiliate (a) runs on the Services, (b) causes to interface with the Services, or (c) uploads to the Services, or otherwise transfers, processes, uses or stores in connection with the foregoing. “Customer Content” includes, but is not limited to, data pertaining to Customer’s employees, customers, users or other individuals, including personally identifiable information and transaction data, that is transmitted by Customer through the Services, or provided to Company in connection with providing the Services, as well as Personal Data as that term is defined in the Data Processing Agreement for Company Services).

“Deliverables” shall mean all materials created for Customer by Company as part of the Services, including, but not limited to, algorithms, computer programs, content, data, derivatives, designs, drawings, enhancements, formulas, ideas, improvements, information, interfaces, inventions (whether or not patentable), know-how, object code, reports, results, software, source code, templates, trade secrets, and/or other copyrightable subject matter.

“Intellectual Property Rights” means any and all right, title and interest, arising or existing as of the Term Start Date or at any time thereafter, anywhere in the world, including, but not limited to, all copyrights, moral rights, patents, patent registrations, service marks, service names, trade names, trade secrets, trademarks, or other proprietary rights arising or enforceable under any United States federal or state law, rule or regulation, non-United States law, rule or regulation or international treaty.

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

“Representative” means, with respect to a Party, that party’s and its Affiliates’ employees, officers, directors, consultants, agents, independent contractors, service providers, licensors, sublicensees, subcontractors, and legal advisors.

“Services” means any services rendered by Company to or for the benefit of Customer as outlined on the SOW including, but not limited to, Infrastructure Services (application hosting, data storage, hosted Exchange, disaster recovery, backup, security), Cloud Services (management, design, migration, development), Application Services (custom application development, AWS consulting services), DevOps, and Advisory Services (strategic planning and general consulting).

“Statement of Work” or “SOW” shall mean a document signed by both Parties that sets forth the particular Services to be rendered by Company, the schedule for the delivery of the Services, the respective obligations of the Parties and other relevant information pertaining to the performance of Services by Company.

“Term Start Date” means the (a) term specified in the applicable SOW, however, if no term is specified in the SOW, then (b) the earlier of (i) ninety (90) days following the Effective Date and (ii) the Activation Date upon invoice by Company.

“Third-Party Materials” means collectively, any third-party software, Third-Party Technology, and applications, including Intellectual Property Rights in any of the foregoing.

2. Services; AUP.

2.1 Services and Fees. Subject to the terms and conditions of this Agreement, Company agrees to provide the Services described in the SOW at the fees and rates set forth therein (the “Fees”) during the Term.

2.2 Change in Services. Provided that Customer is current in all fees owed for Services under this Agreement and any applicable SOW, Customer may add, remove, and/or substitute Services to or from the Services during the Term, provided that such change does not result in a net reduction of Customer’s financial commitment for Services originally contracted for under this Agreement.

2.3 Third-Party Technology. Company may from time to time arrange for Customer’s purchase, lease or license of third-party hardware, equipment, software, services, or other products not owned by Company (“Third-Party Technology”). Customer’s use of Third-Party Technology is governed by the terms and conditions of any license or other agreement between Customer and the third party, and Customer agrees to abide by all such terms and conditions. Company makes no independent representations and warranties with respect to any Third-Party Technology and shall have no liability arising out of or relating to Customer’s use thereof.

3. Customer Responsibilities.

3.1 Customer Content. Customer is solely responsible for the development, content, operation, maintenance, and use of Customer Content, including, without limitation: (a) the technical operation of Customer Content; (b) compliance of Customer Content with the AUP and other policies of Company, and all applicable laws and regulations; (c) any Claims relating to Customer Content; and (d) properly and timely handling and processing all notices sent to Customer (or its Affiliates) by any person claiming that Customer Content violates any third party rights. Customer shall make available, in a timely manner and at no charge to Company, Customer Content including, but not limited to, technical data, computer programs, files, documentation, test data, sample output or other information and resources necessary for Company’s performance of the Services under this Agreement. Customer shall be

responsible for, and assume the risk and all liabilities for, any problems or damages attributable to the accuracy, completeness, consistency, and timeliness of all Customer Content, materials, information and resources supplied by Customer. The contracted Term and payment obligations hereunder shall not be extended, waived or amended due to the failure to timely provide Customer Content to Company.

3.2 Security; Backup. Except to the extent included in the Services covered by the SOW, the Parties acknowledge and agree that Customer shall be responsible for backup of all Customer Content. Company shall have no liability for any damages incurred by Customer due to a breach of the security of Customer’s facilities or technology, unless such breach is directly caused by Company. Customer is responsible for taking such actions as may be reasonably necessary to protect the security of said facilities and technology and, if Customer is permitted by Company to resell its Services, Customer shall require its customers to likewise use reasonable security precautions. However, Customer agrees not to take any action, or to permit any customer to take any action, which may preclude or impair Company’s ability to access any equipment used by Company to provide the Services without the prior consent of Company. Any log-in credentials and private keys generated by the Services are confidential and for Customer’s internal use only and

Customer may not sell, transfer or sublicense them to any other entity or person, except that it may disclose such private key to its agents and subcontractors performing work on Customer’s behalf. Customer will promptly notify Company upon its knowledge of any unauthorized access to its passwords or access credentials. While Company may provide security services to Customer, Customer is ultimately responsible for the integrity and security of its systems. Customer shall be responsible for any unauthorized use of the Services or any Deliverables and shall pay all fees and costs arising out of the unauthorized use thereof. 

3.3 Affiliates. Customer will be deemed to have taken any action that Customer permits, assists or facilitates any Person to take related to this Agreement, Customer Content or use of the Services. Customer is responsible for Affiliates’ use of Customer Content and the Services. Customer will ensure that all Affiliates comply with Customer’s obligations under this Agreement and that the terms of Customer’s agreement with each Affiliate are consistent with this Agreement. If Customer becomes aware of any violation of its obligations under this Agreement by an Affiliate, Customer will immediately notify Company and Customer will immediately terminate such Affiliate’s access to Customer Content and the Services. Customer is responsible for providing customer service (if any) to Affiliates. Company does not provide any support or services to Affiliate unless it has a separate agreement with Customer or an Affiliate requiring the provision of such support or services.

3.4 Acceptable Use Policy. Customer agrees to abide by, and agrees to cause Affiliates to abide by, the Acceptable Use Policy (“AUP”) available at www.Company.com/aup, as it may be amended from time to time, as well as all of the laws, rules, regulations and policies that apply to Customer’s access and use of the Services and Company’s equipment and network. Company reserves the right (but has no obligation) to remove or block from its equipment or network any material that violates, in Company’s sole opinion, the AUP, and to terminate access by those responsible for such materials. Company may update the AUP from time to time in order to comply with evolving laws, regulations, and standards of conduct on the Internet. If Customer is permitted to resell any of the Services, Customer shall require its customers to comply with the AUP. Customer agrees to cooperate with Company’s reasonable investigation of any suspected violation of the AUP by Customer or any of its customers.

3.5 Access. Customer shall provide Company with reasonable and necessary access to Customer’s personnel, facilities, computers, computer software, data and Customer Content during Customer’s normal business hours and otherwise as reasonably requested by Company in order to enable Company to provide the Services set forth in any SOW.

3.6 Notices. Customer agrees not to remove, modify or obscure any copyright, trademark or other proprietary rights notices that appears on any software provided or licensed to Customer by Company. Customer may not reverse engineer, decompile, or disassemble any software provided or licensed by Company except and only to the extent that (a) the Parties expressly agree that Customer owns such software or (b) such activity is expressly permitted by applicable law.

3.7 Applicable Laws. Customer shall be responsible for compliance with all laws and governmental regulations affecting its use of the Services and Deliverables, and Company shall not have any responsibility therefor, including, without limitation, any responsibility to advise Customer of such laws or regulations. If Customer resells Services, Customer shall require its customers to comply with such laws and regulations.

4. Fees and Billing.

4.1 Fees and Payment. In consideration for the Services, Customer agrees to pay to Company the Fees set forth on the applicable SOW. Unless otherwise specified on the SOW, invoices are due and payable upon receipt and are overdue thirty (30) days after the invoice date. If a SOW requires Customer to reimburse Company for pre-approved, reasonable, out-of-pocket expenses incurred by Company in the rendering of the Services (collectively the “Out-of-Pocket Expenses”), upon Customer’s written request, Company shall furnish documentation verifying the Out-of-Pocket Expenses for which Company seeks reimbursement. Company shall furnish a monthly invoice to Customer, which shall describe the Services rendered and the amount due to Company. Customer shall pay all amounts due upon receipt of an invoice. For any invoice payments by Customer by credit card, Customer acknowledges and agrees that it shall pay and be liable to pay to the Company an amount that the Company reasonably determines is equal to the merchant service fee or any similar fee assessed by such credit card vendor.

4.2 Late Payments and Termination. Customer’s failure to make any payment owing and due to Company shall be considered a material breach of this Agreement. As such, Company may issue a Non-Payment Notice to Customer, which, if not satisfied within fifteen (15) days after the receipt thereof, shall constitute grounds for Company to terminate this Agreement or the SOW(s) applicable to the Services for which payment has not been timely made, in its sole discretion. Any payment to Company that is past due shall bear interest at the rate of eighteen percent (18%) per annum or the highest rate allowed by applicable law (whichever is lower). Customer shall also be responsible for all reasonable costs and expenses incurred by Company (including reasonable attorneys’ fees) in connection with collecting any overdue amounts.

4.3 Fee Accrual. Unless otherwise provided on the applicable SOW, monthly fees for Services will begin to accrue upon the Term Start Date. In the event integration or set up services are required per the SOW, some fees may be due upon execution of the applicable SOW as set forth in such SOW.

4.4 Fee Increases. Company reserves the right to increase any monthly fee for Services in any applicable SOW on an annual basis, and will, to the extent practicable, provide advance notice of such increases to Customer not less than thirty (30) days prior to the effective date of the increase. Customer acknowledges that the amount of any recurring monthly fee for Services is based on Customer’s agreement to pay such recurring fees for the entire agreed-upon Term. Accordingly, in the event Company terminates such Services SOW due to Customer’s material breach of this Agreement, or if Customer terminates such Services SOW in a manner not expressly provided for in this Agreement, Customer agrees that all monthly recurring fees due for such Services under said SOW, including the monthly recurring fees for the remaining portion of the Term during which Customer agreed to purchase such Services, shall be due within fifteen (15) days following the effective date of such termination. Additionally, Company reserves the right to increase

the Fees no more than once annually after the first contract year of the Term, by providing written notice to Customer at least thirty (30) days prior to the effective date of the increase and; provided that such increase in Fees will not be greater than Consumer Price Index for the Northeast region (CPI) for the twelve-month period ending with the effective date of such change plus one and a half percent (1.5%).

4.5 Taxes. Customer also agrees to pay all sales, use, value-added, excise, and other similar taxes (but specifically excluding taxes on, or measured by, Company’s income) which result from, or are related to the rendition of the Services or the providing of the Deliverables. All Fees shall be exclusive of taxes. During the Term, Company may include any invoiced Taxes applicable for the Services or Deliverables as a separate line item on invoices and Customer shall be responsible for such invoiced amounts unless Customer provides a valid tax exemption certificate to Company. Customer may withhold any applicable Taxes if Customer provides a valid tax exemption certificate.

4.6 Dispute of Fees. In the event of a dispute or claim over Fees, (a) the Parties will negotiate in good faith to resolve their disputes, and (b) Customer will continue to pay all undisputed amounts while the dispute is pending. Notwithstanding the foregoing, Company may invoke the dispute resolution procedures set forth below at any time.

5. Term and Termination.

5.1 Term. This Agreement commences on the Term Start Date and continues for the term of all applicable SOWs (the “Term”), unless sooner terminated as provided in this Agreement. The Term of each applicable SOW may automatically renew for successive periods as specified in the applicable SOW, unless either Party provides written notice of cancellation to the other Party at least thirty (30) days prior to the end of the then-current Term (again as set forth in the applicable SOW). Each applicable SOW shall also have its own termination provision. Unless otherwise agreed, termination of any SOW shall not constitute a termination of any other SOW or of this Agreement and this Agreement shall remain in full force and effect during the Term of any SOW. However, the termination of this Agreement shall terminate all SOWs.

5.2 Termination. This Agreement or any SOW may be immediately terminated, in writing, by either Party as follows: (a) if the other Party breaches any material provision hereof and does not cure such breach within fifteen (15) days after it receives written notification thereof from the non-breaching Party; (b) upon dissolution, insolvency, or any adjudication in bankruptcy of, or any assignment for the benefit of creditors by, the other Party; (c) if required by law or by any rule, regulation, order, decree, judgment or other act of any governmental authority; or (d) as a result of an Event of Default (defined below).

5.3 Third-Party Partners. Company may terminate an applicable SOW upon prior written notice if its relationship with a third-party partner who provides Third-Party Technology that Company uses to provide the Services expires, terminates or requires Company to change the way it provides the software or other technology as part of the Services.

5.4 Event of Default.

5.4.1 Company may terminate this Agreement upon the occurrence of any of the following, each of which shall be considered an event of default and a material breach by Customer (an “Event of Default”):

        5.4.1.1 Customer’s failure to pay any Fees within thirty (30) days after the invoice date, if the failure continues for fifteen (15) days after notice has been given to Customer;

        5.4.1.2 any transfer or assignment by Customer of this Agreement except as specifically permitted by the terms hereof;

        5.4.1.3 Customer’s failure to cure any alleged infringement by Customer of the intellectual property rights of others or any aiding or threatening such infringement if the failure continues for fifteen (15) days after notice has been given to Customer;

        5.4.1.4 Company determines Customer’s (or any Affiliate’s) use of the Services or its provision of Customer’s server or any of the Services to Customer or any Affiliate has become impractical or unfeasible for any legal or regulatory reason; or

        5.4.1.5 Customer’s failure to perform or observe any other term, covenant or condition of this Agreement, if the failure continues for fifteen (15) days after notice has been given to Customer.

        5.4.2 Either Party may terminate this Agreement upon the occurrence of any of the following:

        5.4.2.1 upon the occurrence of any of the following with regard to a Party: (a) an assignment of its property for the benefit of creditors; (b) the filing of a voluntary petition under the Bankruptcy Code (11 U.S.C. §§1101, et seq.), as amended, or the filing of an application for relief pursuant to an involuntary bankruptcy proceeding brought under the Bankruptcy Code unless such involuntary application is dismissed within sixty (60) days; (c) the filing of a suit or petition under the insolvency law of any state that is not dismissed within sixty (60) days; (d) the issuance of a writ of attachment or execution, which is levied on this Agreement, and which is not removed within sixty (60) days; or (e) the appointment of any receiver, trustee, or liquidator, where such appointment is not removed or terminated within sixty (60) days;

        5.4.2.2 in order to comply with the law or requests of governmental entities; or

        5.4.2.3 a Party’s failure to perform or observe any other term, covenant or condition of this Agreement, if the failure continues and is not cured within fifteen (15) days after notice has been given to such Party by the non-breaching Party.

5.5 Effect of Termination. Upon termination of this Agreement or any SOW, for any reason, Customer agrees that: (a) it will immediately cease using the terminated Services; and (b) unless otherwise requested, Customer will destroy all copies of any materials licensed to Customer in conjunction with any Services provided hereunder. Customer further agrees that, upon termination or discontinuance of any Services for any reason, Company may permanently dispose of all information related to Customer that is in its possession or under its control including any and all Customer Content. If Customer requests a return, rather than the destruction, of the Customer Content, Customer agrees to pay Company for all costs and expenses associated with Company’s returning of Customer Content which must be requested prior to any termination. Company will bill Customer for all such time, and all amounts due and owing to Company must be paid by Customer prior to having its Customer Content returned. Customer shall be entitled to all Deliverables for which Customer has paid, which have been completed or partially completed by Company at the time termination becomes effective. In addition, Customer shall reimburse Company for all costs of all non-cancelable committed products or services procured from third parties for purposes of enabling Company to perform the Services.

5.6 Outstanding Fees. If this Agreement is terminated prior to the end of the Term for any reason other than due to Company’s material breach that is not cured within fifteen (15) days of receipt of written notice from Customer, Customer shall remain responsible for any fees associated with the Services as set forth on the SOW for the remainder of the then-current Term.

6. Suspension of Services.

6.1 General. Company may suspend Customer’s or any Affiliate’s right to access or use any portion or all of the Services immediately upon notice to Customer if Company reasonably believes or determines (each a “Service Suspension”): (a) Customer’s or an Affiliate’s use of the Services (i) poses a security risk to the Services or any third party, (ii) may adversely impact the Services or the systems or Content of any other customer of Company, (iii) may subject Company, its Affiliates, or any third party to liability, or (iv) may be fraudulent; (b) Customer is, or any Affiliate is, in breach of this Agreement including any Event of Default; (c) Customer is in material breach of the Terms of Service referenced in Section 16 of this Agreement; or (d) Customer has ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding. Customer further agrees that Company may suspend any Service without notice and without liability if Company reasonably believes, in its sole discretion, that it is necessary to do so for purposes of repair, maintenance or improvement to any equipment or applications used in providing the Services; provided, however, that Company will use reasonable efforts to ensure that reasonable notice is given to Customer and that minimal disruption of the Services is caused thereby.

6.2 Effect of Suspension. If Company suspends Customer’s right to access or use any portion or all of the Services: (a) Customer remains responsible for all fees and charges for the Services through the end of the then-current Term; (b) Customer remains responsible for any applicable fees and charges for any Services to which Customer continues to have access, as well as applicable data storage fees and charges, and fees and charges for in-process tasks completed after the date of suspension; and © Company will not erase any of Customer Content as a result of Customer’s suspension, except as specified elsewhere in this Agreement. Company’s right to suspend Customer’s or any Affiliate’s rights pursuant to Section 6.1 is in addition to its right to terminate this Agreement pursuant to Section 5. Company will have no liability for any damage, liabilities, losses (including any loss of profits), or any

other consequences that Customer or any Affiliate may incur as a result of a suspension.

7. Representations and Warranties.

7.1 Each Party hereby represents and warrants that: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or organization; (b) the execution and performance of this Agreement will not conflict with or violate any provision of any law having applicability to such Party; and (c) this Agreement, when executed and delivered, will constitute a valid and binding obligation of such Party and will be enforceable against such Party in accordance with its terms, except (i) as limited by laws of general application relating to bankruptcy, insolvency and the relief of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief or other equitable remedies and by general principles of equity.

7.2 Customer represents and warrants to Company that: (a) Customer and its Affiliate are the owner or authorized licensees of Customer Content, and that Customer’s storage, transmission and use of Customer Content will not violate the rights of any third party or violate any laws or regulations (including regulations pertaining to unsolicited commercial email); (b) Customer shall use the Services and Deliverables in compliance with all applicable laws and regulations; (c) that Customer Content is in compliance with all applicable laws and the AUP; (d) that the Customer Content is free of all computer viruses, worms, Trojan horses and other malicious code; and (e) Customer has implemented and will maintain reasonable measures to ensure the security of its systems and Customer Content against unauthorized access (including hacking).

7.3 Company represents and warrants to Customer that: (a) during the Term of this Agreement the Services will perform with the material functionality described in the applicable documentation for such Service; (b) Company shall perform the Services in compliance with all applicable laws and regulations; and (c) it shall use all commercially reasonable efforts to prevent the following from entering the Service: a computer virus, worm, time bomb, logic bomb or other such similar computer program or computer code designed to disrupt, disable, harm, or otherwise impede in any manner the operation of Service, or any other associated software, firmware, hardware, computer software or network.

8. Interoperability. Customer is responsible for ensuring that Customer Content and any equipment Customer provides or use with the Services is compatible with the hardware and software used by Company to provide the Services, as may be changed by Company from time to time. Customer is also responsible for configuring its software correctly to run on the equipment and software provided by Company to Customer. To the extent not specified on the SOW, specifications for the hardware and software used by Company to provide the Services are available from Company’s customer service representative. In connection with Customer owned, controlled software and hardware that is not provided by Company or part of the infrastructure and Services provided by Company, troubleshooting and resolution of such Customer owned/controlled software issues, server slowness, and similar issues are not included in the Services and will be billed at the rate specified in the SOW or, if not specified in the SOW, at Company’s then standard hourly rate (currently $200/hr.). Company is not obligated to use any particular physical server(s) to host Customer’s server(s), and Company reserves the right to modify or change such physical servers, or to move Customer’s server(s) to different physical servers, at its discretion.

9. Security, Privacy and Data.

9.1 Security. Without limiting Section 11 or Customer’s obligations under Section 3.2 or elsewhere in this Agreement, Company will implement reasonable and appropriate measures to maintain the security of Company’s facilities and network in connection with the Services. If available, Customer may purchase, or may be required to purchase, additional Services from Company inconnection with required security measures related to Customer Content, including payment card industry, HIPAA security or federal security services.

9.2 Privacy and Data Security. Customer consents to Company’s collection, use and disclosure of information associated with the Services in accordance with its Privacy Policy available at https://www.sockpuppet.io/privacy-policy (which is incorporated herein by reference), as it may be updated from time to time, and to the processing of Customer Content in, and the transfer of Customer Content into systems, servers or platforms owned or controlled by Company or authorized third parties for purposes of performing the Services. Customer acknowledges that it has reviewed and accepted Company’s Privacy Policy, and Customer consents to all actions taken by Company with respect to its information in compliance with the then-current version of its Privacy Policy. Company’s Data Processing Agreement (the “Data Processing Agreement”), which is available at https://www.sockpuppet.io/10f-dpa.pdf and incorporated herein by reference, describes the Parties’ roles for the processing and control of Personal Data (as defined therein) that Customer provides to Company as part of the Services. Company will act as a data processor and will act pursuant to Customer’s instruction concerning the treatment of Customer Content within the Services. Customer agrees to: (a) comply with all applicable laws in connection with the use of the Services and Deliverables, and provision of all Customer Content to Company or its Affiliates or authorized third parties; (b) provide any notices and obtain any consents related to Customer’s use of the Services or Deliverables and Company’s provision of the Services, including those related to the collection, use, processing, transfer and disclosure of Personal Data (as defined in the Data Processing Agreement); and (c) provide or obtain any licenses or authorizations required for any third party services, servers, products or platforms that Customer requires in connection with the use, deployment or performance of the Services. Company shall not be responsible for any impact on the implementation, receipt or performance of the Services caused by third party servers or other third party products or services used by Customer to access the Services so long as such products and services are not

controlled by Company including, without limitation, Third-Party Materials.

9.3 Export Laws. Export laws and regulations of the United States and any other relevant local export laws and regulations apply to the Services. Customer agrees that such export laws govern its use of the Services (including technical data) and any Services deliverables provided under this Agreement, and Customer agrees to comply with all such export laws and regulations (including “deemed export” and “deemed re-export” regulations). Customer agrees that no data, information, software programs and/or materials resulting from Services (or direct product thereof) will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws including, without limitation, nuclear, chemical, or biological weapons

proliferation, or development of missile technology.10. Disclaimers. CUSTOMER AGREES THAT ITS USE OF SERVICES OR DELIVERABLES PROVIDED BY Company PURSUANT TO THIS AGREEMENT IS SOLELY AT CUSTOMER’S OWN RISK. CUSTOMER AGREES THAT ALL SERVICES AND DELIVERABLES ARE PROVIDED ON AN “AS IS,” AND “AS AVAILABLE” BASIS, EXCEPT AS OTHERWISE NOTED IN THIS AGREEMENT. Company AND ITS LICENSORS EXPRESSLY

DISCLAIM ALL WARRANTIES OF ANY KIND PERTAINING TO THE SERVICES AND DELIVERABLES, WHETHER EXPRESS OR IMPLIED

INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND

NON-INFRINGEMENT. NEITHER Company NOR ITS LICENSORS MAKES ANY WARRANTY THAT ANY SERVICES OR DELIVERABLES PROVIDED

HEREUNDER WILL MEET CUSTOMER’S REQUIREMENTS, OR THAT ANY SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR

FREE; NOR DO Company OR ITS LICENSORS MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE

SERVICES OR DELIVERABLES OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES OR

DELIVERABLES. CUSTOMER UNDERSTANDS AND AGREES THAT ANY MATERIAL OR DATA DOWNLOADED OR OTHERWISE OBTAINED

THROUGH THE USE OF THE SERVICES OR DELIVERABLES IS DONE AT CLIENT’S DISCRETION AND RISK AND THAT CLIENT WILL BE SOLELY

RESPONSIBLE FOR ANY DAMAGE TO ITS COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH

MATERIAL OR DATA. Company MAKES NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH ANY

OF THE SERVICES OR DELIVERABLES OR ANY TRANSACTIONS ENTERED INTO THROUGH SUCH SERVICES OR DELIVERABLES. Company

MAKES NO WARRANTY REGARDING ANY THIRD-PARTY MATERIALS. TO THE EXTENT ANY JURISDICTION DOES NOT PERMIT THE

EXCLUSION OF CERTAIN WARRANTIES, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO CUSTOMER.

11. Limitations of Liability. NEITHER Company NOR CUSTOMER, NOR EITHER OF THEIR AFFILIATES, WILL BE LIABLE TO THE

OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, EVEN IF SUCH PARTY OR ITS

AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Company’S AND ITS AFFILIATES’ AGGREGATE LIABILITY UNDER

THIS AGREEMENT, WHETHER UNDER CONTRACT LAW, TORT LAW, WARRANTY, OR OTHERWISE, SHALL BE LIMITED TO DIRECT

DAMAGES AND LIMITED TO THE AMOUNT CUSTOMER ACTUALLY PAYS Company UNDER THIS AGREEMENT DURING THE TWELVE (12)

MONTHS PRECEDING THE CLAIM. IF A STATE DOES NOT PERMIT THE EXCLUSION OR LIMITATION OF LIABILITY AS SET FORTH HEREIN,

Company’S LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY APPLICABLE LAW. CUSTOMER AGREES THAT REGARDLESS OF ANY

STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT MUST BE

THE SUBJECT OF A NOTICE TO Company, AS DESCRIBED IN SECTION 15.1, WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION

AROSE OR SUCH CLAIM SHALL BE FOREVER BARRED.

12. Indemnification.

12.1 Indemnification by Company. Company will defend, indemnify, and hold harmless Customer and its Representatives from and against any third party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) arising out of or relating to: (a) Company’s violation of applicable law or breach of any representation, warranty, obligation or covenant under this Agreement; or (b) Company’s gross negligence or willful misconduct .

12.2 Indemnification by Customer. Customer will defend, indemnify, and hold harmless Company and its Representatives from and against any third party Losses arising out of or relating to: (a) Customer’s violation of applicable law or breach of any representation, warranty, obligation or covenant under this Agreement; or (b) Customer’s or an Affiliate’s gross negligence or willful misconduct. If Company or its Representatives are obligated to respond to a third-party subpoena or other compulsory legal order or process described above, Customer will also reimburse Company for reasonable attorneys’ fees, as well as for Company’s employees’ and contractors’ time and materials spent responding to the third-party subpoena or other compulsory legal order or process at Company’s then-current hourly rates.

12.3 Intellectual Property Infringement Indemnification by Company. Company will defend, at its own cost and expense,  hold harmless and indemnify Customer and its Representatives from and against any and all Losses incurred or arising from any allegation or claim by a third party alleging that the Services or any Deliverable violates, misappropriates and/or infringes any third party Intellectual Property Right. This indemnity will not apply to claims arising from: (a) use by Customer of the Services or Deliverable outside the scope of rights granted to Customer under this Agreement; (b) use of the Services or Deliverable in combination with the products of third parties (other than those approved in writing by Company, or where and the combination is technically or commercially necessary for the use of the Services); (c) modification of the Services or Deliverables not performed or provided by Company, or performed by Customer without the knowledge of Company after delivery by Company, and if the infringement would not have occurred but for such use, combination or modification; or (d) any Customer Content. If a third-party infringement claim results in an injunction against Customer’s use of any component of the Services, or if Company reasonably anticipates such an injunction, Company may, in its sole discretion, procure for Customer the right to continue using the component, replace the component or modify the component to avoid the claim while retaining substantially the same functionality.

12.4 Procedures. The Party seeking indemnification shall give prompt notice of the claim and will tender the defense; provided, however, that such Party’s delay in providing notification shall not affect the indemnifying Party’s indemnification obligations except to the extent that the delay in notifying delays or prejudices the indemnifying Party’s ability to defend the applicable claim. The indemnifying Party shall conduct the defense and shall have control of the litigation, and the indemnified Party shall cooperate in defending against the claim at the indemnifying Party’s expense. The indemnified Party shall have the right, at any time and at its own expense, to participate in the defense of the claim with counsel of its own choosing. The indemnifying Party shall not make any settlement of the claim that results in any liability or imposes any obligation on or that admits guilt, culpability or liability on the part of the indemnified Party without the prior written consent of the indemnified Party. If a claim is made or appears possible related to infringement or misappropriation involving the Services or Deliverables, Customer agrees to permit Company, at Company’s sole discretion, to enable it to continue to use the Service or Deliverable, or to modify or replace any such infringing material to make it non-infringing without materially reducing the functionality or safety of the Service or Deliverable. If Company determines that none of these alternatives is reasonably available, Customer shall, upon written request from Company, cease use of, and, if applicable, return such materials as are the subject of the infringement claim and refund to Customer on a pro-rata basis any unused prepaid fees for such infringing element. THE FOREGOING STATES Company’S ENTIRE LIABILITY FOR ANY INTELLECTUAL PROPERTY INFRINGEMENT ARISING OUT OF OR RELATING TO THIS AGREEMENT.

12.5 Insurance. The Parties each agree to maintain liability insurance including, but not limited to, comprehensive general liability and broad form contractual, employee liability and product liability insurance, with limits of liability not less than one million dollars ($1,000,000.00) per occurrence, combined single limit for bodily injury and property damage, and statutory workers compensation in all states wherein such Party’s employees can be found. All such insurance is to be purchased from reputable, duly qualified insurance companies, and such insurance is to be maintained during the Term of this Agreement and for a minimum of one (1) year thereafter. Each Party agrees to furnish the other Party certificates of insurance properly executed by such Party’s insurance company evidencing such insurance, and to have the other Party named as an additional and/or coinsured and to

give the other Party thirty (30) days’ prior notice of any cancelation or material alteration of such insurance coverage.

13. Intellectual Property Rights.

13.1 Customer Content. As between Customer and Company, Customer and its licensors own all right, title, and interest in and to Customer Content. Except as provided in this Agreement, Company obtains no rights under this Agreement from Customer or its licensors in connection with Customer Content including any related intellectual property rights. Customer consents to the use of Customer Content by Company, its Affiliates or authorized third parties to provide the Services to Customer and any Affiliates. Company may disclose Customer Content to provide the Services to Customer or any Affiliates or to comply with any request of a governmental or regulatory body (including subpoenas or court orders). Customer hereby grants to Company a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display Customer Content and perform all acts with respect to the Customer Content as may be necessary for Company, its Affiliates or authorized third parties to provide the Services to Customer. Customer will ensure that Customer Content and any Affiliate’s use of Customer Content will not violate any policy or terms referenced

in or incorporated into this Agreement or any applicable law. Customer is solely responsible for the development, operation, maintenance, and use of Customer Content.

13.2 License. Company, its Affiliates or Representatives own, or have authorized rights and license, and reserve all right, title, and interest in and to the Services, its network and all related equipment and technologies used in connection with the Services provided or supplied by Company. Company grants Customer a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license to do the following during the Term: (a) access and use the Services solely in accordance with this Agreement; and (b) use Company’s Content solely in connection with Customer’s permitted use of the Services.

13.3 License Restrictions. Neither Customer nor any Affiliate may use the Services in any manner or for any purpose other than as expressly permitted by this Agreement. Neither Customer nor any Affiliate may, or attempt to: (a) copy, modify, alter, tamper with, repair, or otherwise create derivative works of any software included in the Services, in whole or in part; (b) reverse engineer, disassemble, decompile or adapt the Services or apply any other process or procedure to derive the source code of any software included in the Services; (c) access or use the Services in a way intended to avoid incurring fees or exceeding usage limits or quotas; (d) rent, lease, lend, sell, resell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the

Services, including to any other party, except as expressly permitted under this Agreement; or (e) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any Person, or that violates any applicable law, regulation, or rule. All licenses granted to Customer in this Agreement are conditional on Customer’s continued compliance with this Agreement and will immediately and automatically terminate if Customer does not comply with any term or condition of this Agreement. During and after the Term, Customer will not assert, nor will Customer authorize, assist, or encourage any third party to assert, against Company or any of its Affiliates or Representatives any patent infringement or other intellectual property infringement claim regarding any Service Customer has used.

13.4 Work Product.

13.4.1 Work Product Defined. Except as set forth in subsection 13.4.3 below or otherwise specified in a Statement of Work, all Deliverables (or any portion of a Deliverable) authored, developed, conceived, or created for Customer by Company, either alone or in collaboration with third-party subcontractors (collectively, “Work Product”), are the exclusive property of Customer and are “work made for hire,” and all right, title and interest to Work Product automatically vests in Customer. 

13.4.2 Assignment of Rights. If a Work Product is not “work made for hire” under 17 U.S.C. Section 101,et seq., or all right, title, and interest to Work Product did not automatically vest in Customer, Company hereby fully and irrevocably grants, assigns and conveys to Customer all Intellectual Property Rights in and to all Work Product. Company may not seek, and it must prohibit its employees and third-party subcontractors from seeking, Intellectual Property Rights protection for any Work Product. Company will not claim, and must prohibit its employees and third-party subcontractors from claiming, Intellectual Property Rights in any Work Product. Company and its employees and third-party subcontractors have no right to disclose or use Work Product for any purpose whatsoever and must not divulge to or use Work Product (or any portion or details of the Work Product) for any third party (including, but not limited to, competitors of Customer).

13.4.3 Company Intellectual Property. This Agreement shall not create any ownership interest by Customer in any of Company Underlying Technology, and Company shall retain the exclusive ownership thereof. “Underlying Technology” shall mean  (a) Company’s proprietary technology, including Company’s products, software, tools, approaches, algorithms, software (in source and object forms, and including library software and generic subroutines), user interface designs, architecture, documentation and any related intellectual property or proprietary rights existing as of the Effective Date and subsequently incorporated in the Deliverables, and (b) any technology conceived, reduced to practice, or developed in the course of Company’s performance under this Agreement that is not uniquely applicable to Customer or that has general applicability in the industry. Subject to full payment of all fees due under this Agreement, Company hereby grants to the Customer a perpetual, non-exclusive license to use the Underlying Technology solely in connection with the Work Product and any Deliverable. Notwithstanding anything to the contrary herein, Company shall not be prohibited or enjoined at any time by Customer from utilizing any “accumulated expertise and general know-how” acquired in the course of

Company’s performance under this Agreement. For purposes of this Agreement, “accumulated expertise and general know-how” shall include, without limitation, information publicly known or that could reasonably have been acquired in similar work performed for another customer.

14. Confidential Information. From time to time during the Term, Company and Customer may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, that is marked, designated, or otherwise identified as “confidential” at the time of disclosure (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the

disclosing Party’s Confidential Information to any Person or entity, except to the receiving Party’s employees, agents, or subcontractors who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder and who are required to protect the Confidential Information in a manner no less stringent than required under this Agreement. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (y) to comply with theorder of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order, or (z) to establish a Party’s rights under this Agreement, including to make required court filings. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the date such Confidential Information is first

disclosed to the receiving Party and will expire five (5) years thereafter; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

15. Miscellaneous.

15.1 Notices. All notices hereunder shall be in writing and shall be sent by overnight courier addressed as follows: (a) if to Company:8903 Glades Rd, Suite A14 PMB 4116, Boca Raton FL 33434, Attn: Legal Department, [email protected] or (b) if to Customer: to the address most recently provided by Customer to Company Each such notice shall be treated as effective when delivered. Notice may also be given by email, provided that the email includes at the top the phase “NOTICE PURSUANT TO AGREEMENT – PLEASE CONFIRM RECEIPT” and is effective upon sending to the email address provided by the recipient for receiving notice. Notice provided by e-mail under this Section shall constitute personal service under New York law.

15.2 Assignment. Customer shall not assign this Agreement, or delegate or sublicense any of Customer’s rights under this Agreement, without the prior written consent of Company, which shall not be unreasonably withheld. Any assignment or transfer in violation of this Section 15.2 shall be void. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the Parties and their respective successors and assigns.

15.3 Severability. In the event any provision of this Agreement shall to any extent be held to be invalid or unenforceable for any reason, such invalidity or enforceability shall attach only to such provision to the extent of such invalidity, and shall not affect or render invalid or unenforceable any other provision of this Agreement and in such event such provision shall be deemed to be modified to such extent as may be necessary to cause such provision to be valid and enforceable to the maximum extent permitted by law.

15.4 Amendment and Waiver. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the Parties to this Agreement. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance.

15.5 Force Majeure. Company shall not be liable for any delay or failure to carry out the terms of this Agreement if delay or failure is due to any cause beyond the control of Company including, without limitation, restrictions of laws, regulations, orders or other government directives, labor disputes, acts of God or acts of third-party vendors or suppliers.

15.6 Headings. Headings used in this Agreement are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section or in any way affect this Agreement.

15.7 Governing Law; Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of New York, without regard to its conflict of law rules. Time is of the essence in resolving any dispute between the Parties that arises out of or relates to this Agreement. A Party that wishes to give notice to the other of any dispute shall notify the other Party thereof, including all relevant information (e.g., the nature of the dispute, dates, times, persons involved). The responding Party shall respond to the notification within five (5) business days. Thereafter, the Parties shall use their good faith efforts to resolve the dispute within a reasonable period of time. All unresolved disputes arising out of or related to this Agreement shall be exclusively settled under binding arbitration conducted in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association (the “Rules”) by one arbitrator appointed in accordance with the Rules. The place of arbitration shall be New York, New York and the language of arbitration shall be English. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses, and judgment on such award may be entered in any court having jurisdiction over the subject matter of the dispute. The Parties shall be entitled to discovery in connection with the arbitration. Notwithstanding anything in this Section 15.7 to the contrary, either Party may apply to any court having jurisdiction over the subject matter of the dispute for a temporary restraining order and/or preliminary injunction at any time. The denial of any application for a temporary restraining order and/or preliminary injunction shall not preclude a Party from thereafter seeking a temporary restraining order and/or preliminary injunction from the arbitrator, nor shall the granting of a temporary restraining order and/or preliminary injunction preclude a Party from thereafter seeking its dissolution by the arbitrator. Except as may be required by law, neither a Party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both Parties. 15.8 Relationship with Affiliates. Customer shall be responsible for all inquiries or service complaints or liabilities involving or arising from Customer’s Affiliates. To the extent that an inquiry or complaint from an Affiliate or a government or private agency (e.g., FCC, state public service commission, Better Business Bureau, etc.) may involve Company’s Service to Customer, Customer shall be responsible for the resolution or defense of such inquiry or complaint. Customer shall not refer the complaining or inquiring party to Company but shall promptly advise Company in writing of the nature and details of the complaint. Customer agrees to and represents and warrants that it shall provide all services to its Affiliates in compliance with this Agreement and all applicable laws and regulations.

Customer shall be responsible for billing and collections with respect to its Affiliates. Customer agrees to comply with applicable rules of the Federal Trade Commission, the EU, and the FCC and other applicable law and regulation in conducting its billing and collection and other activities with Affiliates.

15.9 Entire Agreement. This Agreement, the SOW, and all exhibits and agreements or documents incorporated herein by reference, represent the entire agreement between Customer and Company regarding the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between the parties Company and Customer, whether written or verbal, regarding the subject matter of this Agreement. Company will not be bound by, and specifically objects to, any term, condition or other provision which is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is submitted by Customer in any order, receipt, acceptance, confirmation, correspondence or other document. In the event of a conflict between the terms of this Agreement, any Exhibits and Statement(s) of Work, the order of precedence (with the first being the controlling) is: (a) this Agreement (including its Exhibits); (b) applicable Service schedules; and (c) the applicable Statement of Work. Sections in this Agreement may be expressly modified in

an applicable Statement of Work, provided that, to be effective, the modification must specifically state that it amends and modifies

the specific Sections in this Agreement. All SOWs must be in writing and signed by Customer and Company, except that email exchanges

or communications to verified and confirmed email addresses shall constitute an SOW for purposes of this Agreement.

15.10 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

15.11 No Third-Party Rights. This Agreement is for the sole benefit of the Parties hereto and nothing herein expressed or implied shall give or be construed to give any Person or entity, other than the Parties hereto and their respective successors and permitted assigns, any legal or equitable rights hereunder.

15.12 Relationship of Parties. Each Party hereto is an independent contractor under this Agreement. Nothing in this Agreement or the relationship of the Parties governed by this Agreement shall be interpreted to create or form a partnership, joint venture, or other relationship between the Parties. Each Party will be responsible for paying its own employees including employment related taxes and insurance. Customer understands that Company’s business partners, including any third-party firms retained by Customer to provide professional services or applications that interact with the Services, are independent of Company and are not Company’s agents. Company is not liable for nor bound by any acts of any such business partner, unless the business partner is providing Services as an authorized Company subcontractor, including, but not limited to, Veeam, on an engagement ordered under this Agreement and, if so, then only to the same extent as Company would be responsible for Company resources under this Agreement.

15.13 Right to Use Name for Marketing. Customer agrees that Company may use Customer’s name, likeness and logo on Company’s websites and in Company’s other marketing materials, and otherwise make known the public, orally or in writing, that Customer is a current or former customer of Company. Customer further agrees that if Customer submits any testimonials to Company, Company shall havea right to use all or any portion of such testimonials for marketing purposes (including, without limitation, on Company’s websites). The rights granted herein shall be royalty-free, unrestricted, irrevocable and perpetual and shall survive the termination of this Agreement. 

15.14 Regulatory matters. Customer remains solely responsible for its regulatory compliance in connection with its use of the Services. Customer is responsible for making Company aware of any technical requirements that result from its regulatory obligations prior to entering into an order governed by this Agreement. Company will cooperate with Customer to determine whether use of the standard Services offering is consistent with Customer’s requirements. Additional fees may apply to any additional work performed by Company or changes to the Services.

15.15 Interpretation. This Agreement shall not be more strictly construed against one Party than the other.

16 Use of Services; Terms of Service. Customer agrees that its use of the Services shall be governed by the Terms of Service attached hereto as Exhibit 3, which are incorporated herein by reference. By executing this Agreement and/or accessing or using the Services, Customer acknowledges and agrees to be bound by the Terms of Service, as they may be updated from time to time in accordance with the terms therein.

17 Service Level Agreement. The Service Level Agreement attached hereto as Exhibit B (the “SLA”) sets forth the service levels applicable to the Services and any associated remedies. The SLA is hereby incorporated into and made part of this Agreement by reference. Company will use commercially reasonable efforts to meet the service levels described in the SLA, subject to the terms and conditions set forth therein.

Exhibit 1 – Statement of Work

Contract Terms: 

Setup fees will be invoiced upon execution of this agreement.

Customer agrees and understands that recurring services will be invoiced as soon as the service is available for use, or at 30 days from project kick-off, whichever is sooner. Service availability for use includes login credentials for a service or receipt by Company of a copy of Customer’s data

on Company’s platforms.

Invoices are payable upon receipt.

This contract is effective for a period of three (3) years. This period begins on the date of the first full invoice for all Services contained within this SOW and continues for thirty five (35) additional months.

Setup Time: Company will begin the initial deployment once the setup fee is received. Logins and training will be provided within 3-4 weeks from that time.

Exhibit 2 – Service Level Agreement

Service Level Agreement

 

This Service Level Agreement (“SLA”) set forth certain levels of service that Company has agreed to provide to Customer in connection with the Services provided by Company to Customer pursuant to the Cloud Services Agreement between Company and Customer (the “Agreement”). In the event the Services fail to meet the service levels described herein, Customer will be eligible to receive service credits in accordance with the terms and conditions set forth herein and Customer’s sole and exclusive remedy for such failure. Where applicable, the capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Agreement (including the Order Form relating thereto).

 

1.         Cloud Services Service Level

 

               The following applies to the availability of the Services, including Company Infrastructure Services delivered as a Virtual Datacenter, Private Cloud, Hybrid Cloud, BareMetal, Cloud Storage and Disaster Recovery as a Service, but excluding Network Services, which are addressed in Section B. below.

 

1.         Service Commitment.  Company will use commercially reasonable efforts to make the Services available with an Uptime Percentage of at least the Uptime Target during each calendar month, excluding Scheduled Downtime (the “Service Commitment”). In the event the Services do not meet the Service Commitment, Customer will be eligible to receive a service credit as described in Section A.4 below.

 

The “Uptime Percentage” is calculated by subtracting (from 100%) 0.01% per each period of 5 minutes in which the Services are Unavailable during a calendar month. 

 

“Unavailable” means that Services are inaccessible for a five-minute period or longer due to failure of Company’s Internet connectivity, a server, or a storage device that prevents the Service from transmitting, processing or delivering data. 

 

2.         Scheduled Maintenance. Company performs routine scheduled maintenance to enable the Services remain available (“Scheduled Maintenance”).  Scheduled Maintenance typically does not require downtime for the Services.  To keep Customer aware of such Scheduled Maintenance, Company will provide at least twenty-four (24) hours advance notice by email, message post, schedule publication or similar communication.  It is Customer’s responsibility to notify Company if a Scheduled Maintenance period presents a conflict and Company will use reasonable efforts to accommodate such conflict.  Company’s normal Maintenance Window is between 10:00 pm and 5:00 am Eastern U.S. Time.  Customer will be advised when the Scheduled Maintenance is complete.

 

3.         Scheduled Downtime.  Periodically, Company requires the Services service to be unavailable for purposes of performing more extensive maintenance (“Scheduled Downtime”).  Company will provide Customer at least seventy-two (72) hours advance notice by email for any maintenance activities that require Scheduled Downtime.  It is Customer’s responsibility to notify Company if a Scheduled Downtime period presents a conflict and Company will use reasonable efforts to accommodate the Customer conflict.  Scheduled Downtime will be limited to the Maximum Scheduled Downtime Period (set forth in Section A.5 below) defined no more frequently than the Maximum Scheduled Downtime Frequency (defined in Section A.5 below) and between 10:00 pm Saturday and 5:00 am Sunday Eastern U.S. Time. Customer will be advised when the Scheduled Downtime is complete.

 

4.         Cloud Services Service Credits. Subject to Section D, Customer will be entitled to receive a service credit in the event the Services fail to meet the Service Commitment.  The service credit will be applied against invoiced charges based on the following credit calculation – one hour of Service Credit Basis fees (as defined in A.5. below) for each five-minute period below the Uptime Target during which the Services are Unavailable. For purposes of calculating service credits, each month shall be deemed to have 720 hours.

 

               For example, if the Service Credit Basis fee is $5,000.00, the Uptime Target is 99.99% and the Services are available 99.50% during the applicable month, then the service credit would be calculated as follows:

                 

               99.99 – 99.50 = 49 hours of credit

               49/720 (hours in month) x $5,000.00 = $340.28 service credit 

 

5.         Cloud Services Service Parameters. The table below specifies the Service Level parameters for each of the Services:

 

Parameter	Public Cloud	Private Cloud	DraaS	BareMetal	Cloud Storage
Uptime Target	99.90%	99.99%	99.99%	99.80%	99.99%
Maximum Scheduled Downtime per period	3 hours	2 hours	2 hours	4 hours	2 hours
Maximum Scheduled Downtime Frequency	1 per week	2 per month	2 per month	1 per week	2 per month
Service Credit Basis	3-month average invoice*	3-month average invoice*	3-month average invoice*	3-month average invoice*	3-month average invoice*

 

 

* “3 months average invoice” means the average base monthly fee invoiced to Customer under the Agreement for the applicable Services during the three (3)-month period preceding the applicable month, exclusive of all other fees which might be charged to Customer, including, by way of example only and not limitation, fees for setup, bandwidth usage in excess of that included in the service plan, data storage, extra IP addresses, backup service, or any other services other than those available without additional charge under Customer’s service plan.

  

1.   Network Service Level.

 

The following applies to Company Network services, which is comprised of the Company owned and operated Internet Protocol (IP) routing infrastructure through which Company provides Internet connectivity and IP routing and transit to its customers and Company’s equipment, technology, services, and facilities.

 

1.         Network Availability. Customer understands and acknowledges that the Company Network is subject to unavailability, including emergency situations, transmission limits, network problems or limitations and problems associated with the Internet generally. Company may suspend Company Network availability, or block certain kinds of usage, in its sole discretion, in order to: (a) comply with governmental regulations; (b) respond to emergency situations; (c) to prevent harm to Customers and/or the Company Network; or (d) perform maintenance, upgrades or service to the Company Network. Company will use commercially reasonable efforts to minimize and remedy any such disruptions to or suspension of availability to the Company Network as soon as reasonably practicable. A “Network Outage” is an instance in which Customer is unable to transmit IP packets from the Company Network to the public Internet, and receive packets sent to the Company Network from the public Internet, for more than thirty (30) consecutive minutes.

 

2.         Network Outage Credit. Subject to Section D, for each Network Outage that Customer reports to Company and that Company confirms and verifies, in Company’s discretion, by analysis of Company’s router logs, Company will (as Company’s sole obligation and Customer’s sole and exclusive remedy therefor) issue Customer a credit (an “Outage Credit”) equal to one-thirtieth (1/30) of the monthly base service plan fee set forth in Customer’s Agreement that would otherwise be billed to Customer in the month in which the Network Outage occurs, multiplied by the number of hours (or portions of hours) that the Network Outage persists, up to a maximum of fifty percent (50%) of Customer’s monthly base service plan fee as set forth in Customer’s Agreement. Network Outages separated by less than one hour shall be treated as a single Network Outage.  For example, if the Network Outage is 1.5 hours and Customer’s monthly base service plan fee is $5,000.00, the Outage Credit would be calculated as follows: (1/30th x $5,000.00) x 1.5 = $250.00.

 

For purposes of this SLA, the “monthly base service plan fee” consists of the base monthly fee paid by Customer under the applicable service plan as set forth in Customer’s Agreement, exclusive of all other fees which might be charged to Customer, including, by way of example only and not limitation, fees for setup, bandwidth usage in excess of that included in the service plan, data storage, extra IP addresses, backup service, or any other services other than those available without additional charge under Customer’s service plan.

 

1. Technical Support Service Level.

 

The following service levels (“Support Service Levels”) apply to the availability of and the response time commitment associated with Company technical support response time.

 

1.         Incident Severity. The severity level of an incident determines the response target time. The severity level of an incident is determined by Company after receiving a service ticket or other communication from the customer. Company defines the severity levels as follows:

 

Severity Urgent:  Severe impact to customer’s business (e.g., Services outage or no access to Customer’s application).  Immediate action required. 

 

Severity High:  High impact to customer’s business (e.g., slowness, degraded access and/or potential impact to systems or applications).  Immediate action required. 

 

Severity Medium:  Material impact to customer’s business but not critical (e.g., Change required, service is not impacted but may result in issues if not addressed quickly). Prompt action required.

 

Severity Low:  No or minimal impact to customer’s business (e.g., request for information or small task that is not very time sensitive; customer’s access to the Services not materially affected). No immediate action required.

 

2.         Coverage Hours. Company is available to provide technical support twenty-four (24) hours per day, seven (7) days per week. The target response times will vary depending on the severity of the incident, as described below.  

 

3.         Incident Response Commitments. Company will use commercially reasonable efforts to respond to service requests as follows.

 

Response Target Condition		Incident Response Target
Severity Low		24 hours
Severity Medium		12 hours
Severity High		4 hours
Severity Urgent		2 hours

 

 

4. Technical Support Service Credits. Company shall provide Customer with the service credits described herein, subject to Section D, in the event Company’s fails to meet the Support Service Levels set forth in Section C.3 (i.e., fails to meet the applicable Incident Response Target set forth in the table in Section C.3 following notification of a Response Target Condition).  Company will apply such service credits against invoiced charges based on the following credit calculation: with respect to each failure to meet the Incident Response Target with respect to a Response Target Condition, Customer will receive a credit equal to the product of Customer’s Service Credit Basis multiplied by a fraction, the numerator of which is 1 and the denominator of which is 720 (the number of hours in a month).

 

For example, if Customer’s Service Credit Basis is $5,000.00 and there are two Support Service Level failures in a month, then Customer’s service credits with respect to such failures would be calculated as follows: $5,000.00 x 2/720 = $13.89.

 

1. Payment Procedure and Exceptions 

 

1. Credit Request and Payment Procedure.  In order to receive a service credit, a customer must request a service credit in writing within five (5) days following the occurrence of the incident giving rise to such service credit.  Such request must include the date, time and nature of the incident along with supporting information and/or data that corroborate the claimed service credit.  Customer’s request is subject to Company’s review, conformation and approval.  If the claim is confirmed and approved by Company, then Company will issue a service credit to the customer that will be applied in the next billing cycle after the incident giving rise to the service credit.

 

2. Maximum Monthly Service Credits.  Notwithstanding anything contained in this SLA to the contrary, the maximum amount of service credits that customer shall be entitled to in any calendar month shall be fifty percent (50%) of the Total Monthly Recurring Service Fees for that month (and to the extent the service credits would otherwise exceed fifty percent (50%) in a calendar month but for this limitation, they will not carry forward to the subsequent month).

 

For purposes of this SLA, “Total Monthly Recurring Service Fees” means the total base monthly fees paid by Customer for the Services under the Agreement, exclusive of all other fees which might be charged to Customer, including, by way of example only and not limitation, fees for setup, bandwidth usage in excess of that included in the service plan, data storage, extra IP addresses, backup service, or any other services other than those available without additional charge under Customer’s service plan.

 

3. Service Credit Exclusions. The service levels and commitments described herein shall not apply to (and no services credits shall be issued with respect to) any unavailability, suspension or termination of the Services or any Network Outage or performance issues:

• that result from a suspension described in Section 6 of the MSA;
• caused by factors outside Company’s reasonable control, including any force majeure event;
• that result from any actions or inactions by Customer or any third party;
• that result from Customer’s equipment, software or other technology and/or third-party equipment, software or other technology (other than third party equipment within Company’s direct control);
• that result from suspension or termination of Customer’s right to use the Services in accordance with the Agreement;
• that result from any Scheduled Downtime or Scheduled Maintenance; and
• that occur during any provisioning and/or configuration period.

 

Exhibit 3 – Terms of Service

These Terms of Service (“Terms”) govern your access to and use of our platform and services. By accessing or using our services, you agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use our services.

 

Use of Services

Sockpuppet provides infrastructure and platform services designed to support your online investigations. By using our services, you agree to:

Use our services in compliance with all applicable laws, regulations, and these Terms.

Ensure that all activities conducted through our platform are lawful and in accordance with the terms and conditions of any third-party platforms or websites you access.

Not use our services to engage in illegal activities, including but not limited to, hacking, phishing, spamming, or any activity that infringes on the rights of others.

 

Account Registration and Security

To access certain features of our services, you may be required to register for an account. When you register, you agree to:

• Provide accurate, current, and complete information during the registration process.
• Maintain the security and confidentiality of your account credentials.
• Immediately notify us of any unauthorized use of your account or any other breach of security.
• Be responsible for all activities that occur under your account, including compliance with these Terms.

 

User Responsibilities

As a user of our services, you are responsible for:

Ensuring compliance with the terms of service and policies of any third-party platforms or websites accessed through our infrastructure.

Maintaining the confidentiality and security of any data, content, or information transmitted or stored using our services.

Using our services in a manner that does not disrupt or interfere with the integrity, performance, or availability of our platform or any third-party services.

 

Prohibited Activities

You agree not to use our services to:

• Violate any applicable laws or regulations.
• Infringe upon or misappropriate the intellectual property rights of others.
• Engage in any activity that could harm, disrupt, or otherwise negatively impact our platform, network, or other users.
• Attempt to gain unauthorized access to our systems, services, or data.
• Transmit or store any harmful or malicious code, files, scripts, or programs.

 

Intellectual Property

Sockpuppet retains all rights, title, and interest in and to our services, including all related intellectual property rights. These Terms do not grant you any rights to use our trademarks, logos, or other brand elements without our prior written consent.

 

Service Modifications and Termination

We reserve the right to modify, suspend, or terminate our services, in whole or in part, at any time and for any reason, with or without notice. You agree that Sockpuppet will not be liable to you or any third party for any modification, suspension, or termination of our services.

 

Disclaimer of Warranties

Our services are provided on an “as-is” and “as-available” basis, without any warranties of any kind, either express or implied. To the fullest extent permitted by law, Sockpuppet disclaims all warranties, including but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

 

Limitation of Liability

To the maximum extent permitted by applicable law, Sockpuppet shall not be liable for any direct, indirect, incidental, special, consequential, or punitive damages, including but not limited to, loss of profits, data, use, goodwill, or other intangible losses resulting from:

• Your use or inability to use our services.
• Any unauthorized access to or use of our servers and/or any personal information stored therein.
• Any interruption or cessation of transmission to or from our services.
• Any bugs, viruses, trojan horses, or the like that may be transmitted to or through our services by any third party.

 

Indemnification

You agree to indemnify, defend, and hold harmless Sockpuppet and its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney’s fees) arising from or related to:

• Your use of our services.
• Your violation of these Terms.
• Your violation of any rights of a third party.

 

Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of Delaware, without regard to its conflict of law principles. Any disputes arising out of or relating to these Terms or our services shall be resolved through binding arbitration in Delaware.

 

Changes to These Terms

We may update these Terms from time to time to reflect changes in our practices or legal obligations. We will notify you of any significant changes by posting the updated Terms on our platform. Your continued use of our services after any modifications to these Terms will constitute your acknowledgment of the changes and agreement to abide by the updated terms.