Last Updated: March 5, 2026

This Services Agreement ("Agreement") constitutes the legal terms and conditions between you or your employer or other entity on whose behalf you agree to these services ("Customer") and ShadowRock Consulting LLC, a Texas limited liability company with principal address at 3007 Mohican St., El Dorado Hills, CA 95762, United States of America ("Service Provider"), each individually referred to as a "Party" and collectively as the "Parties."

IMPORTANT — PLEASE READ CAREFULLY

BY ACCEPTING THIS AGREEMENT THROUGH ANY OF THE FOLLOWING METHODS, CUSTOMER AGREES TO BE LEGALLY BOUND BY ALL TERMS AND CONDITIONS HEREIN, AS THEY EXIST AT THE TIME OF ACCEPTANCE AND AS SUBSEQUENTLY MODIFIED IN ACCORDANCE WITH SECTION 33:

1. CLICKING A BOX OR BUTTON INDICATING ACCEPTANCE on a website, portal, or electronic system provided by Service Provider;
2. EXECUTING A STATEMENT OF WORK ("SOW") that references this Agreement;
3. EXECUTING AN ORDER FORM OR SALES ORDER that references this Agreement;
4. COMMENCING USE OF SERVICES after receiving notice of these terms; or
5. CONTINUING TO USE SERVICES following notice of modifications to this Agreement.

CUSTOMER ACKNOWLEDGES THAT: (a) Customer has had the opportunity to review this Agreement in its entirety prior to acceptance; (b) Customer has either reviewed this Agreement or has voluntarily chosen not to do so; (c) Customer understands that this Agreement contains limitations of liability, warranty disclaimers, indemnification obligations, and other provisions that significantly affect Customer's legal rights; (d) Customer's acceptance constitutes a binding legal obligation; and (e) Customer consents to Service Provider's modification of this Agreement as provided in Section 33, and acknowledges that continued use of Services following notice of modification constitutes binding acceptance of the modified terms.

CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT: (a) This Agreement contains provisions that significantly limit Service Provider's liability, disclaim warranties, require arbitration of disputes, impose termination fees, establish auto-renewal terms, and create indemnification obligations as described in Section 34; (b) Customer has had the opportunity to review this Agreement with legal counsel and has either done so or voluntarily waived such opportunity; (c) Customer's execution of any SOW referencing this Agreement constitutes acceptance of ALL terms herein, whether or not Customer has actually read this Agreement; (d) Customer waives any defense based on failure to read, understand, or receive explanation of any provision of this Agreement; and (e) the material terms identified in Section 34 are hereby incorporated by reference into any SOW executed by Customer.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER OR ANOTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL LEGAL AUTHORITY TO BIND THAT ENTITY AS THE CUSTOMER. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT RECEIVE THE SERVICES.

THIS AGREEMENT IS INTENDED FOR BUSINESS-TO-BUSINESS TRANSACTIONS ONLY. Customer represents that it is entering into this Agreement in a business capacity and not as a consumer.

1. DEFINITIONS

1.1 "Acceptance" means Customer's express written approval of a Deliverable, or Customer's deemed acceptance as provided in Section 8.7.

1.2 "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than fifty percent (50%) of the voting interests of the subject entity.

1.3 "Agreement" means this Services Agreement, including all Exhibits, Schedules, and SOWs incorporated herein, as amended from time to time in accordance with Sections 21 and 33.

1.4 "Background IP" means any intellectual property, including but not limited to software, code, tools, methodologies, frameworks, libraries, templates, and know-how, that (a) existed prior to the Effective Date of this Agreement, (b) is developed by Service Provider outside the scope of the Services, or (c) is identified as Background IP in an applicable SOW.

1.5 "Business Day" means any day other than Saturday, Sunday, or a day on which banks are authorized or required to be closed in the State of California, United States.

1.6 "Change Order" means any document executed by the Parties memorializing changes to a previously executed SOW, including modifications to scope, timeline, Fees, or Deliverables.

1.7 "Confidential Information" has the meaning set forth in Section 12.1.

1.8 "Customer" means (a) if an individual accepts this Agreement on his or her own behalf and in a business capacity, such individual; or (b) if an individual accepts this Agreement on behalf of a company or other legal entity, the company or legal entity for which such individual is accepting this Agreement. Customer Affiliates may become parties to this Agreement only upon execution of a separate SOW that explicitly identifies the Affiliate as a Customer and includes the Affiliate's acceptance of this Agreement.

1.9 "Customer Data" means all data, information, content, and materials provided by Customer to Service Provider or collected, processed, or stored by Service Provider on Customer's behalf in connection with the Services, including Personal Data.

1.10 "Customer Delay" means any delay caused by Customer's failure to (a) provide required materials, information, access, or decisions within agreed timeframes; (b) attend scheduled meetings; (c) respond to Service Provider communications requiring Customer input; or (d) fulfill any other Customer obligation under this Agreement or applicable SOW.

1.11 "Customer Materials" means all documents, data, information, content, specifications, requirements, and other materials provided by Customer to Service Provider for use in connection with the Services.

1.12 "Deliverable" means any tangible or intangible work product created by Service Provider and delivered to Customer in accordance with a SOW, including but not limited to software, code, configurations, integrations, documentation, reports, designs, and other materials. Deliverables are classified as:

• (a) "Draft Deliverables": preliminary versions provided for Customer review and feedback, which remain subject to revision; and
• (b) "Final Deliverables": completed versions that have received Acceptance or have been deemed accepted pursuant to Section 8.7.

1.13 "Effective Date" means the date on which Customer first accepts this Agreement through any of the methods described in the preamble.

1.14 "Fees" means the compensation payable by Customer to Service Provider for the Services, as specified in each applicable SOW and calculated in accordance with Section 5.

1.15 "Force Majeure Event" has the meaning set forth in Section 17.1.

1.16 "Innovations" means any pre-existing or independently developed work, method, idea, design, product, improvement, software, technology, tool, framework, methodology, or technique owned by Service Provider and used in providing Services to Customer, which shall remain the exclusive property of Service Provider regardless of its incorporation into or use in connection with Deliverables.

1.17 "Licensed Services" means any third-party software, platform, service, or technology provided by a Third-Party Provider that is (a) used by Service Provider to deliver the Services, (b) made accessible to Customer through Service Provider's account or administration, or (c) resold, sublicensed, or otherwise provided to Customer by Service Provider.

1.18 "Personal Data" means any information relating to an identified or identifiable natural person, as defined under applicable data protection laws, including but not limited to the California Consumer Privacy Act (CCPA), the General Data Protection Regulation (GDPR), and other applicable privacy legislation.

1.19 "Security Incident" means any unauthorized access to, acquisition of, or disclosure of Customer Data, or any breach of security leading to the accidental or unlawful destruction, loss, alteration, or unauthorized disclosure of Customer Data.

1.20 "Service Provider" means ShadowRock Consulting LLC, a Texas limited liability company with principal address at 3007 Mohican St., El Dorado Hills, CA 95762, United States of America, and its permitted successors and assigns.

1.21 "Services" means the professional services, consulting services, implementation services, configuration services, integration services, managed services, support services, and/or Licensed Services to be provided by Service Provider as specified in each SOW or Change Order, in exchange for the Fees.

1.22 "SOW" or "Statement of Work" means a document executed by both Parties that describes the specific Services to be performed, subject to the minimum content requirements set forth in Section 3.3.

1.23 "Third-Party Provider" means any entity other than Service Provider whose products, services, software, or technology are incorporated into, used to deliver, or provided in connection with the Services.

2. SERVICES

2.1 Provision of Services

Service Provider will provide Customer with the Services as described in each SOW executed under this Agreement. Each SOW, together with any Change Orders and amendments thereto, shall be incorporated into and governed by this Agreement. In the event of any conflict between this Agreement and any SOW, the terms of this Agreement shall prevail unless the SOW explicitly states that a specific provision supersedes this Agreement and is signed by an authorized officer of Service Provider.

2.2 Service Plans

Service Provider offers Services according to the following service plans ("Service Plans"). The applicable Service Plan for each engagement shall be specified in the relevant SOW.

2.2.1 Fixed Fee

• Service Provider and Customer will agree on defined Deliverables within an SOW.
• Fees will be assessed for execution of the SOW in its entirety, without consideration to the time spent or effort allocated.
• No overages or hourly billing will be applied beyond the Fees proposed in the SOW for effort expended towards the defined Deliverables.
• Upon Acceptance of all Deliverables as defined in the SOW, the project shall be considered complete.
• All expenses incurred throughout the SOW will be charged to Customer in addition to the fixed Fees.
• Scope Reduction: If Customer reduces the scope of Deliverables after SOW execution, Fees shall not be reduced unless explicitly agreed in a Change Order, and any work already performed shall be compensated at Service Provider's then-current hourly rates.

2.2.2 Time and Materials

• Service Provider will provide Services at the hourly rate(s) specified in the SOW.
• Hourly rates may vary depending on the nature of work and the personnel assigned, as specified in the SOW or Service Provider's published rate card.
• All expenses incurred will be charged to Customer.
• Fees will be billed in arrears based on the billing frequency defined in the SOW.
• Service Provider shall provide reasonable documentation of time spent upon Customer's request.

2.2.3 Recurring Retainer

• A repeating retainer of pre-paid hours that automatically renews based on the term specified in the SOW.
• Hours do not roll over. Unused hours at the expiration of each term are forfeited and non-refundable.
• Hours may be billed at different rates for different Services or personnel as specified in the SOW.
• Additional hours beyond the term allocation may be purchased at the rates specified in the SOW.
• If no additional hours are purchased, overages will be billed at the overage rate specified in the SOW.
• All expenses incurred will be charged to Customer.
• Fees will be billed at the billing frequency defined in the SOW.

2.2.4 Milestone-Based

• Service Provider and Customer shall agree on Deliverables within the SOW.
• Deliverables or groups of Deliverables shall constitute "Milestones," each aligned to corresponding Fees.
• Milestone Completion: A Milestone is deemed complete upon (a) Service Provider's written notification of completion, and (b) Customer's Acceptance or deemed acceptance pursuant to Section 8.7.
• Upon completion of a Milestone, Customer shall pay Service Provider the Fees aligned to that Milestone within the payment terms specified in the SOW.
• Upon completion of all Milestones, the project is complete.
• Work beyond the scope of specified Milestones shall be billed at the overage rate stated in the SOW.
• All expenses incurred will be charged to Customer.

2.2.5 One-Time Pre-Paid Retainer

• A single retainer of pre-paid hours that does not automatically renew.
• Hours do not roll over. Unused hours at expiration of the timeline specified in the SOW are forfeited and non-refundable.
• Hours may be billed at different rates for different Services or personnel as specified in the SOW.
• Additional hours beyond the retainer quantity are available for purchase at the rates specified in the SOW.
• If no additional hours are purchased, overages will be billed at the overage rate specified in the SOW.
• All expenses incurred will be charged to Customer.
• Fees will be billed at the billing frequency defined in the SOW.

2.2.6 Recurring Licensing

• Customer receives access to Licensed Services provided or administered by Service Provider.
• Minimum Commitment: All Recurring Licensing is subject to a minimum term of twelve (12) months from the date of first access.
• Licensed Services may originate from Third-Party Providers or be developed by Service Provider.
• Service Provider will provide Customer access within an environment administered by Service Provider.
• Customer shall pay Fees for access to Recurring Licensing, plus Usage Fees as applicable to the specific Licensed Services.
• Pricing: Service Provider reserves the right to set pricing for Recurring Licensing at Service Provider's sole discretion. Price increases for existing Licensed Services shall be communicated at least thirty (30) days before the next renewal term.
• Survival of Licensing Commitment: Termination or cancellation of any SOW or this Agreement shall not relieve Customer of the obligation to pay Fees for Recurring Licensing through the remainder of the then-current twelve (12) month commitment period.

2.3 Service Plan Selection

Customer shall select the applicable Service Plan based on the description and timeline in each SOW. Service Provider reserves the right to propose the Service Plan it deems most appropriate for the requested Services.

2.4 Non-Refundable Fees; No Hour Rollover

All pre-paid Fees are non-refundable. Hours purchased under any Service Plan shall not roll over to any subsequent SOW or term. Unused hours shall be deemed delivered upon expiration of the applicable term.

2.5 Scope Approval

All requested Services must be approved by Service Provider in writing prior to commencement. Service Provider reserves the sole right to define, accept, or reject any scope of work requested by Customer, for any reason or no reason.

2.6 Service Provider Discretion

Service Provider reserves the sole right to determine the methods, tools, personnel, and approaches used to deliver the Services, provided that Deliverables conform to the specifications in the applicable SOW.

2.7 Term Expiration

Hours allocated to any term shall be deemed delivered upon completion of that term as outlined in the applicable SOW, regardless of actual utilization.

2.8 Timeline and Renewal Provisions

The following provisions apply to all SOWs unless otherwise specified:

2.8.1 Pre-Paid Term-Length Services. Following any initial term, the engagement will automatically renew on a pre-paid basis according to the term and pricing specified in the SOW, unless terminated in accordance with Section 10.

2.8.2 Overages. Overages beyond pre-paid hours will be billed in arrears on the following term's invoice. Overages exceeding ten percent (10%) of the term allocation require Customer's advance written approval before execution.

2.8.3 Auto-Renewal. Unless Customer provides written termination notice in accordance with Section 10.2, each SOW will automatically renew for successive terms of the same duration. Renewal pricing shall be the then-current rates unless otherwise specified.

2.8.4 Payment Processing. On the first day of each term, Service Provider will process pre-payment for that term using the payment method on file.

2.8.5 Overage Payment Processing. Service Provider will invoice approved overages at the end of each term. Payment is due within the standard payment terms in the SOW.

2.8.6 Termination Payment Processing. Upon termination, all amounts for Services rendered through the effective termination date, including overages and termination fees, will be immediately due.

2.8.7 Payment Information Maintenance. Customer is responsible for maintaining accurate payment information on file. Changes must be communicated in writing at least five (5) Business Days before the next scheduled payment.

2.8.8 Service Suspension for Non-Payment. Failure to pay when due shall result in automatic suspension of all Services. Service Provider is not required to provide notice prior to suspension for non-payment. Suspended Services will be reactivated within two (2) Business Days of receipt of all outstanding amounts plus any applicable late fees and reactivation fees.

2.8.9 Default Term. Unless a different term is specified in the applicable SOW, each SOW shall have an initial term of twelve (12) months from the start date specified therein (or, if no start date is specified, from the date of last execution). SOWs subject to auto-renewal under Section 2.8.3 shall renew for successive twelve (12) month terms.

2.9 Governing Terms

By executing each SOW, Customer agrees that such SOW will be governed by this Agreement.

2.10 Licensed Services Authorization

Customer authorizes Service Provider to use Licensed Services to deliver the requested Services. Customer acknowledges that Fees for Licensed Services may be included in the Service Fees or billed separately as specified in the SOW.

2.11 Third-Party Provider Terms

Customer acknowledges and agrees that Licensed Services from Third-Party Providers are governed solely by such Third-Party Provider's terms of service, acceptable use policies, and privacy policies. Customer's use of Licensed Services constitutes Customer's acceptance of applicable Third-Party terms.

3. STATEMENTS OF WORK

3.1 SOW Execution and Precedence

Customer shall order, and Service Provider shall perform, the Services in accordance with SOWs executed by authorized representatives of both Parties. Each SOW shall incorporate and be governed by this Agreement. In the event of conflict between this Agreement and any SOW:

• (a) This Agreement shall prevail, except
• (b) Where the SOW explicitly states that a specific provision supersedes this Agreement, and such superseding provision is initialed or separately signed by an authorized officer of Service Provider.

3.2 Additional SOWs

The Parties may enter into additional SOWs during the term of this Agreement. Each new SOW shall be subject to all terms and conditions of this Agreement.

3.3 SOW Requirements

Each SOW shall contain, at minimum:

• (a) Scope of Services, including Deliverables;
• (b) Fees, including identification of the applicable Service Plan for each service or product line;
• (c) A start date for the engagement;
• (d) Customer's primary point of contact; and
• (e) Any additional terms specific to the engagement, which may include without limitation: exclusions, timeline or milestones, acceptance criteria, Background IP identification, term override, payment terms override, or other special conditions.

Unless expressly specified in the SOW, the default provisions of this Agreement shall govern all matters not addressed in the SOW, including without limitation: payment terms (Section 5.2), term and renewal (Sections 2.8 and 10), and Background IP identification procedures (Section 11.2.1).

3.4 SOW Reference and Living Agreement

Each SOW shall reference this Agreement by identifying it as the "ShadowRock Services Agreement" published at Service Provider's designated URL. Customer's execution of a SOW constitutes acceptance of this Agreement as then in effect and consent to future modifications in accordance with Section 33.

3.4.1 SOWs need not specify a version number of this Agreement.

3.4.2 The Agreement in effect at SOW execution applies to that SOW, as subsequently modified in accordance with Section 33.

3.4.3 Modifications made after SOW execution apply to ongoing and future Services under that SOW following the notice period specified in Section 33.

3.4.4 Completed Deliverables that have received Acceptance are governed by the Agreement in effect at the time of such Acceptance.

3.4.5 Terms expressly negotiated and memorialized in a SOW that conflict with a subsequent Agreement modification shall continue to govern that specific SOW, unless Customer explicitly consents to the modification in writing.

4. CHANGES

4.1 Change Request Process

Customer may request changes to Deliverables or Services by submitting a written change request to Service Provider. Within five (5) Business Days of receipt (or such longer period as is reasonable given the complexity of the request), Service Provider shall provide Customer with a written estimate including:

4.1.1 The estimated time and resources required to implement the change;

4.1.2 Any modifications to Fees arising from the change;

4.1.3 The effect of the change on the Services, timeline, and Deliverables; and

4.1.4 Any other impact on performance of this Agreement and the relevant SOW.

4.2 Change Order Execution

Following receipt of Service Provider's estimate, Customer shall, within ten (10) Business Days, either (a) approve the change by executing a Change Order, or (b) withdraw the change request in writing. Failure to respond within ten (10) Business Days shall constitute withdrawal of the change request.

4.3 Service Provider-Initiated Changes

Service Provider may propose changes necessary for legal compliance, security, technical feasibility, or conformance with industry best practices. Customer shall not unreasonably withhold approval of such changes. If Customer rejects a change required for legal compliance or security, Service Provider may suspend or terminate the affected Services upon written notice.

4.4 Emergency Changes

For urgent changes affecting security, legal compliance, or system stability, Service Provider may implement changes immediately and document the change in a Change Order within five (5) Business Days. Customer shall be responsible for Fees associated with emergency changes at the rates specified in the SOW or, if not specified, at Service Provider's then-current emergency support rates.

4.5 Pricing Disputes

If the Parties cannot agree on pricing for a requested change within fifteen (15) Business Days of Service Provider's estimate, either Party may (a) escalate to the dispute resolution process in Section 27, or (b) treat the change request as withdrawn. Service Provider is not obligated to implement any change until a Change Order is fully executed.

5. SERVICE FEES

5.1 Fee Obligation

In consideration for the Services, Customer agrees to pay Service Provider the Fees set forth in each SOW, calculated according to the applicable Service Plan and subject to this Section 5.

5.2 Payment Terms

Unless otherwise specified in the SOW, the following payment terms apply:

5.2.1 Unless otherwise specified in the applicable SOW, invoices are due and payable within fifteen (15) days of invoice date ("Due Date").

5.2.2 Payment shall be made in United States Dollars (USD) via the payment method specified in the SOW or agreed by the Parties.

5.2.3 All Fees are exclusive of taxes. Customer shall pay all applicable sales, use, VAT, GST, and other taxes, excluding taxes based on Service Provider's net income.

5.3 Pre-Payment Requirements

For Service Plans requiring pre-payment (including Recurring Retainer, One-Time Pre-Paid Retainer, and any Fixed Fee arrangements):

5.3.1 Pre-payment in full is required before Service Provider commences Services.

5.3.2 If pre-payment is not received within five (5) Business Days of invoice date, Service Provider may delay commencement or suspend Services without liability.

5.3.3 Pre-paid Fees are non-refundable, even if Services are not fully utilized or Customer terminates prior to completion.

5.4 Recurring Fees

For Services under a Recurring Fee arrangement:

5.4.1 Fees are due on the first day of each billing period.

5.4.2 Service Provider shall issue invoices on or before the first day of each billing period.

5.4.3 Services will remain active as long as an effective SOW exists and Fees are current.

5.5 Invoicing

5.5.1 Service Provider shall issue invoices in accordance with the billing frequency specified in each SOW.

5.5.2 Invoices shall include a description of Services performed, time entries (for Time and Materials), expenses, and applicable taxes.

5.5.3 Invoices shall be sent to the billing address or email specified in the SOW.

5.6 Non-Refundable Fees

ALL FEES ARE NON-REFUNDABLE. Customer expressly acknowledges and agrees that Fees paid to Service Provider, whether for pre-paid hours, retainers, licensing, or any other Services, shall not be refunded under any circumstances, including but not limited to:

• Unused hours or allocations;
• Early termination by either Party;
• Dissatisfaction with Services;
• Changes to Customer's business needs; or
• Discontinuation of Licensed Services by a Third-Party Provider.

5.7 Additional Services

Services or Deliverables not included in an SOW will be charged at Service Provider's then-current rates, or at the overage rates specified in the applicable SOW.

5.8 Price Changes

Service Provider may change pricing upon thirty (30) days' written notice to Customer. Price changes shall apply to (a) any new SOW executed after the notice period, and (b) any renewal term beginning after the notice period.

5.9 Late Payment

5.9.1 Late Interest. Amounts not received by the Due Date shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is lower.

5.9.2 Collection Costs. Customer shall pay Service Provider's reasonable attorneys' fees, collection agency fees, and other costs incurred in collecting past-due amounts.

5.9.3 Returned Payment Fee. A fee of Fifty Dollars ($50.00) will be charged for any returned, declined, or failed payment.

5.10 Payment Method Failure

If Customer's payment method on file fails:

5.10.1 Customer shall provide an alternative valid payment method within three (3) Business Days.

5.10.2 Service Provider may suspend all Services until a valid payment method is established and all outstanding amounts are paid.

5.10.3 Service Provider shall not be liable for any damages arising from service suspension due to payment failure.

5.11 Suspension and Termination for Non-Payment

5.11.1 Service Provider may suspend Services immediately upon non-payment of any amount when due.

5.11.2 If payment is not received within ten (10) days of the Due Date, Service Provider may terminate this Agreement and all SOWs immediately upon written notice.

5.11.3 Suspension or termination for non-payment shall not relieve Customer of the obligation to pay all Fees through the end of any committed term, including minimum commitments for Licensed Services.

5.12 Reactivation Fee

Following suspension for non-payment, reactivation of Services shall require payment of (a) all outstanding Fees, (b) accrued late interest, and (c) a reactivation fee equal to ten percent (10%) of the outstanding balance or Two Hundred Fifty Dollars ($250.00), whichever is greater.

6. LICENSED SERVICES

6.1 Licensed Services Provision

Service Provider may provide Customer access to Licensed Services from Third-Party Providers as specified in the applicable SOW. Service Provider shall provide Customer with links to or copies of applicable Third-Party terms prior to SOW execution.

6.2 Customer Acknowledgments

Customer acknowledges and agrees that:

6.2.1 Customer's access to and use of any Licensed Services is at Customer's sole risk;

6.2.2 Licensed Services are governed solely by the Third-Party Provider's terms of service, acceptable use policies, and privacy policies, and NOT by this Agreement;

6.2.3 Customer's execution of an SOW referencing Licensed Services constitutes Customer's acknowledgment and acceptance of applicable Third-Party terms;

6.2.4 Service Provider's provision of Licensed Services does not constitute endorsement of, or association with, any Third-Party Provider; and

6.2.5 Service Provider is not responsible for the availability, functionality, accuracy, security, or performance of any Licensed Services.

6.3 Third-Party Service Changes

6.3.1 If a Third-Party Provider modifies its terms, pricing, or service offerings, Service Provider shall notify Customer within thirty (30) days of becoming aware of material changes.

6.3.2 If a Third-Party Provider discontinues a Licensed Service, Service Provider may, at its sole option: (a) substitute a comparable service at no additional cost; (b) reduce Fees proportionally; or (c) terminate the affected portion of the SOW.

6.3.3 Service Provider shall not be liable for any Third-Party Provider's modifications, discontinuations, or service failures.

6.4 Disclaimer of Liability for Licensed Services

SERVICE PROVIDER EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY ARISING FROM CUSTOMER'S USE OF ANY LICENSED SERVICES, INCLUDING BUT NOT LIMITED TO:

• Service availability, downtime, or outages;
• Data loss, corruption, or breach;
• Functionality changes or feature removal;
• Compatibility issues;
• Security vulnerabilities; and
• Any damages arising from Third-Party Provider actions.

Customer shall contact the applicable Third-Party Provider directly for any issues related to Licensed Services. Service Provider may, but is not obligated to, assist Customer in communicating with Third-Party Providers.

7. TRAVEL EXPENSES

7.1 Reimbursement Obligation

Customer shall reimburse Service Provider for all reasonable travel expenses incurred in connection with the Services, including transportation, lodging, meals, and incidental expenses.

7.2 Expense Standards

Unless otherwise specified in the SOW:

7.2.1 Air travel shall be at economy/coach class for flights under six (6) hours and premium economy for longer flights.

7.2.2 Lodging shall be at mid-tier business hotels.

7.2.3 Rental vehicles shall be at mid-size category.

7.2.4 Meals shall be reimbursed at actual cost up to Seventy-Five Dollars ($75.00) per day.

7.3 Expense Approval

7.3.1 Estimated travel expenses exceeding One Thousand Dollars ($1,000.00) per trip require Customer's advance written approval.

7.3.2 Customer shall respond to expense approval requests within three (3) Business Days. Failure to respond shall constitute approval.

7.4 Travel Time

Travel time shall be billed at fifty percent (50%) of the applicable hourly rate, unless otherwise specified in the SOW.

7.5 Documentation

Service Provider shall provide itemized receipts for individual expenses exceeding Fifty Dollars ($50.00). Expenses shall be included in the applicable invoice.

7.6 Advance Notice

Service Provider shall provide at least five (5) Business Days' advance notice of planned travel requiring Customer reimbursement, except in cases of urgent or emergency travel.

8. SERVICE PROVIDER OBLIGATIONS

8.1 Performance of Services

Service Provider shall perform the Services in accordance with the specifications in each applicable SOW and in a professional and workmanlike manner consistent with generally accepted industry practices for similar services.

8.2 Intellectual Property Assignment

Service Provider agrees that, upon Customer's full payment of all applicable Fees, Deliverables shall become the property of Customer as set forth in Section 11. To the extent any Deliverable does not qualify as a "work made for hire" under applicable law, Service Provider hereby irrevocably assigns to Customer all right, title, and interest in and to such Deliverable, including all intellectual property rights therein, subject to Service Provider's retention of rights in Background IP and Innovations as set forth in Section 11.

8.3 Timeliness

Service Provider shall perform the Services with reasonable promptness and diligence, and shall use commercially reasonable efforts to meet any timelines specified in the applicable SOW, subject to Section 9.10 (Customer Delay).

8.4 Cooperation and Information

Service Provider shall provide reasonable information and documentation requested by Customer in connection with the Services and Deliverables. Documentation requests that exceed standard project deliverables or require substantial effort beyond the ordinary course of service delivery (including, without limitation, custom audit reports, specialized compliance documentation, or extensive historical records compilation) shall be provided at Customer's expense at Service Provider's then-current hourly rates, upon Customer's prior written approval of the estimated cost.

8.5 Legal Compliance

Service Provider shall comply with all applicable laws, regulations, and rules in the performance of this Agreement.

8.6 System Access

Service Provider shall provide Customer with access to Licensed Services and systems as required for Customer's use of the Services, subject to Customer's compliance with applicable terms and payment of Fees.

8.7 Acceptance and Re-Performance

8.7.1 Acceptance Procedure. Upon completion of each Deliverable, Service Provider shall notify Customer in writing. Customer shall have ten (10) Business Days (the "Review Period") to review the Deliverable and either (a) provide written Acceptance, or (b) provide written rejection specifying in reasonable detail the deficiencies and how the Deliverable fails to conform to the SOW specifications.

8.7.2 Deemed Acceptance. If Customer fails to provide written Acceptance or rejection within the Review Period, the Deliverable shall be deemed accepted.

8.7.3 Re-Performance. If Customer provides timely written rejection, Service Provider shall have ten (10) Business Days to cure the identified deficiencies and redeliver. Customer shall then have a second Review Period of five (5) Business Days to accept or reject the revised Deliverable.

8.7.4 Repeated Rejection. If Customer rejects the same Deliverable three (3) times for the same deficiency, the matter shall be referred to the dispute resolution process in Section 27. Pending resolution, (a) Customer shall pay for all Services performed to date, and (b) Service Provider may, at its option, suspend further work on the affected Deliverable.

8.7.5 Sole Remedy. Re-performance under this Section 8.7 is Customer's sole and exclusive remedy for non-conforming Deliverables.

8.8 Personnel

Service Provider shall have sole discretion over the assignment of personnel to perform the Services. Upon Customer's reasonable request, Service Provider shall consider reassigning personnel, provided that (a) Service Provider is not obligated to remove any personnel, and (b) personnel changes may affect project timelines.

9. CUSTOMER OBLIGATIONS

9.1 Payment

Customer shall pay all Fees, expenses, and other amounts due under this Agreement and applicable SOWs in accordance with Section 5.

9.2 Materials and Access

9.2.1 Customer shall provide Service Provider with all Customer Materials, information, access, and resources necessary for performance of the Services within five (5) Business Days of SOW execution or such other timeframe specified in the SOW.

9.2.2 Customer shall provide Service Provider with timely access to Customer's systems, personnel, and facilities as reasonably required.

9.2.3 Customer represents and warrants that it has all necessary rights and permissions to provide Customer Materials to Service Provider.

9.3 Cooperation and Participation

Customer shall:

9.3.1 Attend and actively participate in meetings, calls, and working sessions scheduled by Service Provider;

9.3.2 Designate a primary point of contact with authority to make decisions on Customer's behalf;

9.3.3 Review Draft Deliverables and provide feedback within the timeframes specified in the SOW or, if not specified, within five (5) Business Days;

9.3.4 Provide timely responses to Service Provider's requests for information, decisions, and approvals; and

9.3.5 Notify Service Provider promptly of any changes affecting the scope or delivery of Services.

9.4 Deliverable Review

Customer shall review each Deliverable in accordance with Section 8.7 and the applicable SOW.

9.5 Third-Party Services Authorization

Customer acknowledges and authorizes Service Provider to engage third-party service providers and use Licensed Services as necessary to fulfill the Services.

9.6 Change Notification

Customer shall notify Service Provider in writing of any requested changes to any SOW that may affect scope, timeline, or cost of the Services.

9.7 Customer Representations

Customer represents and warrants that:

9.7.1 Customer has the legal right and authority to enter into this Agreement and perform its obligations;

9.7.2 Customer is the owner of, or has sufficient rights in, all Customer Materials to grant the licenses contemplated herein;

9.7.3 Customer Materials do not infringe any third-party intellectual property rights;

9.7.4 Customer is entering into this Agreement in a business capacity and not as a consumer; and

9.7.5 Customer shall comply with all applicable laws in its use of the Services and Deliverables.

9.8 Backup and Security

Customer is solely responsible for maintaining adequate backups of Customer Data prior to and during the Services. Service Provider shall not be liable for any loss of Customer Data not backed up by Customer.

9.9 Compliance with Terms

Customer shall comply with (a) this Agreement; (b) all applicable SOWs; and (c) all applicable Third-Party Provider terms for Licensed Services.

9.10 Customer Delay

9.10.1 Timeline Extension. Any Customer Delay shall automatically extend Service Provider's timelines on a day-for-day basis, plus reasonable additional time to remobilize resources.

9.10.2 Idle Time Charges. If a Customer Delay exceeds five (5) Business Days, Service Provider may invoice Customer for idle time at the rates specified in the SOW or, if not specified, at seventy-five percent (75%) of the applicable hourly rate for resources held available for Customer.

9.10.3 Deemed Termination. If a Customer Delay exceeds thirty (30) consecutive calendar days, Service Provider may treat the affected SOW as terminated by Customer for convenience and invoke the termination provisions of Section 10.11.

9.10.4 Missed Meetings. Customer's failure to attend three (3) consecutive scheduled meetings without prior notice shall constitute a material breach of this Agreement.

10. TERM AND TERMINATION

10.1 Agreement Term

This Agreement becomes effective on the Effective Date and shall remain in effect until the later of (a) termination of all SOWs, or (b) termination of this Agreement in accordance with this Section 10.

10.2 Termination by Customer for Convenience

Customer may terminate this Agreement or any SOW for convenience by providing Service Provider with at least thirty (30) calendar days' prior written notice. Termination for convenience is subject to the termination fees in Section 10.11.

10.3 Termination by Service Provider for Convenience

Service Provider may terminate this Agreement or any SOW for convenience by providing Customer with at least thirty (30) calendar days' prior written notice, without any penalty, cost, or charge to Service Provider.

10.4 Termination for Breach

10.4.1 If either Party breaches any material provision of this Agreement or any SOW and fails to cure such breach within ten (10) Business Days of receiving written notice specifying the breach, the non-breaching Party may terminate this Agreement and/or the applicable SOW immediately upon written notice.

10.4.2 Material breach includes, without limitation:

• (a) Non-payment within ten (10) days of the Due Date;
• (b) Misappropriation of Confidential Information;
• (c) Unauthorized use of the other Party's intellectual property;
• (d) Breach of representations and warranties; and
• (e) Failure to perform material obligations under an SOW.

10.5 Rights Preserved

The right to terminate shall not prejudice any other right or remedy of either Party for breach.

10.6 Immediate Termination for Non-Payment

Notwithstanding Section 10.4, Service Provider may terminate this Agreement and all SOWs immediately upon written notice if Customer fails to pay any Fees within ten (10) days of the Due Date.

10.7 Termination for Insolvency

Either Party may terminate this Agreement and all SOWs immediately upon written notice if the other Party:

10.7.1 Files a petition in bankruptcy or is adjudicated bankrupt;

10.7.2 Makes an assignment for the benefit of creditors;

10.7.3 Has a receiver or trustee appointed for its business or assets;

10.7.4 Becomes insolvent or admits inability to pay debts as they become due; or

10.7.5 Ceases to conduct business in the ordinary course.

10.8 Effects of Termination

Upon termination or expiration of this Agreement and/or any SOW:

10.8.1 Payment. All amounts owed by Customer through the termination effective date, including Fees for Services performed, expenses, termination fees, and any committed minimum terms, shall become immediately due and payable within ten (10) Business Days of termination notice.

10.8.2 Confidential Information. Each Party shall cease using the other Party's Confidential Information and shall return or destroy (at the disclosing Party's election) all documents and materials containing Confidential Information within ten (10) Business Days, subject to Section 12.6.

10.8.3 Delivery of Work Product. Service Provider shall deliver to Customer all completed Deliverables and work-in-progress within ten (10) Business Days, provided Customer has paid all amounts due. Title to work-in-progress shall transfer upon payment of all amounts due.

10.8.4 Customer Data. Upon Customer's written request made within thirty (30) days of termination, Service Provider shall provide Customer with a copy of Customer Data in a standard format. After such period, Service Provider may delete Customer Data.

10.9 Survival

The following Sections shall survive termination or expiration of this Agreement: 1 (Definitions), 5 (Service Fees, to the extent of obligations accrued), 6.4 (Disclaimer for Licensed Services), 10.8 through 10.12, 11 (Ownership), 12 (Confidentiality), 13 (Warranties, to the extent of obligations accrued), 14 (Disclaimers and Limitations of Liability), 15 (Indemnification), 20 (Entirety), 23 (Severability), 25 (No Third-Party Beneficiaries), 26 (Interpretation), 29 (Disputes and Arbitration), 30 (Jurisdiction and Governing Law), 33 (Agreement Modifications, to the extent of obligations accrued), and 34 (Acknowledgment of Material Terms).

10.10 Licensed Services Survival

Customer's commitment to Recurring Licensing shall survive termination of this Agreement or any SOW. Customer shall remain obligated to pay all Fees for Licensed Services through the end of the then-current twelve (12) month commitment period. Early termination of Licensed Services requires sixty (60) days' written notice prior to the relevant renewal date.

10.11 Termination Fees

Upon Customer's termination for convenience under Section 10.2:

10.11.1 Customer shall pay all Fees for Services performed through the termination effective date;

10.11.2 Customer shall pay all non-cancellable third-party costs incurred by Service Provider in reliance on the SOW;

10.11.3 Customer shall pay a termination fee equal to twenty-five percent (25%) of the remaining unpaid Fees under the applicable SOW, or any minimum commitment specified in the SOW, whichever is greater; and

10.11.4 Customer shall pay all committed Licensed Services Fees through the end of any minimum commitment period.

10.11.5 Reasonableness of Termination Fee. The Parties acknowledge and agree that:

(a) Service Provider incurs significant costs in preparing to perform under each SOW, including personnel allocation, opportunity costs from declining other engagements, and commitments to third-party vendors and Licensed Service providers;

(b) The actual damages from early termination are difficult or impossible to estimate with precision at the time of contracting;

(c) The twenty-five percent (25%) termination fee represents the Parties' reasonable pre-estimate of Service Provider's actual damages, including lost profit margin (typically 20-40% in professional services), resource reallocation costs, and administrative expenses;

(d) This provision is not intended as a penalty but as a reasonable allocation of risk between sophisticated commercial parties; and

(e) Customer has had the opportunity to negotiate this provision and has voluntarily agreed to it.

10.12 No Liability for Termination

Neither Party shall be liable to the other for any damages arising from termination in accordance with this Agreement.

11. OWNERSHIP

11.1 Service Provider Intellectual Property

All intellectual property rights in and to Service Provider's business name, logo, trademarks, trade names, trade secrets, know-how, methodologies, tools, frameworks, software, inventions, patents, and other proprietary materials that exist prior to or independent of this Agreement ("Service Provider Intellectual Property"), shall remain the exclusive property of Service Provider. Customer acquires no rights in Service Provider Intellectual Property except the limited licenses expressly granted herein.

11.2 Innovations and Background IP

Service Provider owns and retains all rights in Innovations and Background IP. Where Innovations or Background IP are incorporated into Deliverables:

11.2.1 Service Provider shall identify such Innovations or Background IP in the applicable SOW or in writing prior to incorporation;

11.2.2 Customer is granted a perpetual, non-exclusive, royalty-free, worldwide license to use such Innovations and Background IP solely as incorporated in and necessary for Customer's use of the Deliverables; and

11.2.3 Customer shall not reverse engineer, decompile, or attempt to derive the source code of any Innovations or Background IP except as permitted by applicable law.

11.3 Customer Ownership of Deliverables

Subject to Section 11.2 and upon full payment of all applicable Fees:

11.3.1 Customer shall own all right, title, and interest in and to Final Deliverables, including all intellectual property rights therein;

11.3.2 Service Provider hereby irrevocably assigns to Customer all right, title, and interest in such Deliverables, including copyrights, patents, trade secrets, and other intellectual property rights, and agrees to execute any documents reasonably requested by Customer to perfect such assignment;

11.3.3 Service Provider waives any moral rights in the Deliverables to the fullest extent permitted by law; and

11.3.4 For clarity, custom configurations, integration code, documentation, and other materials created specifically for Customer under an SOW shall be Deliverables owned by Customer, even if created using Service Provider's methodologies, tools, or Innovations.

11.4 Customer Intellectual Property

Customer retains all right, title, and interest in Customer Materials and Customer Data. Customer grants Service Provider a limited, non-exclusive license to use Customer Materials and Customer Data solely for the purpose of performing the Services during the term of the applicable SOW.

11.5 Pre-Existing Rights

Intellectual property owned or controlled by either Party prior to this Agreement shall remain the property of that Party.

11.6 Feedback

Any feedback, suggestions, or ideas provided by Customer regarding the Services or Service Provider's offerings ("Feedback") shall be owned by Service Provider. Customer hereby assigns all rights in Feedback to Service Provider and agrees that Service Provider may use Feedback for any purpose without compensation or attribution.

12. CONFIDENTIALITY

12.1 Definition of Confidential Information

"Confidential Information" means any non-public information disclosed by one Party (the "Discloser") to the other Party (the "Recipient"), whether orally, in writing, or by any other means, that (a) is designated as "confidential," "proprietary," or with a similar marking; (b) is identified as confidential at the time of disclosure; or (c) a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes, without limitation:

12.1.1 For Service Provider: pricing, methodologies, tools, software, code, business strategies, customer lists, and proprietary technology;

12.1.2 For Customer: business plans, financial information, customer data, trade secrets, and proprietary processes; and

12.1.3 For both Parties: the terms of this Agreement and all SOWs (except as permitted under Section 16).

12.2 Exclusions

Confidential Information does not include information that:

12.2.1 Is or becomes publicly available without breach of this Agreement;

12.2.2 Was known to the Recipient prior to disclosure, as demonstrated by written records;

12.2.3 Is rightfully received from a third party without restriction on disclosure;

12.2.4 Is independently developed by the Recipient without use of Confidential Information, as demonstrated by written records; or

12.2.5 Is required to be disclosed by law, regulation, or court order, provided the Recipient gives prompt notice to the Discloser (to the extent legally permitted) and cooperates in seeking protective treatment.

12.3 Obligations

The Recipient shall:

12.3.1 Hold Confidential Information in strict confidence using at least the same degree of care it uses for its own confidential information, but no less than reasonable care;

12.3.2 Not disclose Confidential Information to any third party except as expressly permitted herein;

12.3.3 Limit access to Confidential Information to employees, contractors, and agents who (a) have a need to know, and (b) are bound by confidentiality obligations at least as protective as this Section 12;

12.3.4 Not use Confidential Information for any purpose other than performing obligations or exercising rights under this Agreement; and

12.3.5 Promptly notify the Discloser of any unauthorized disclosure or use.

12.4 Permitted Disclosures

Recipient may disclose Confidential Information:

12.4.1 To its professional advisors (attorneys, accountants) under professional duty of confidentiality;

12.4.2 To subcontractors approved under this Agreement, subject to confidentiality obligations; and

12.4.3 As required by law, regulation, or legal process, subject to Section 12.2.5.

12.5 Term of Confidentiality

Confidentiality obligations shall continue for five (5) years after termination or expiration of this Agreement, except for trade secrets, which shall be protected indefinitely.

12.6 Return or Destruction

Upon termination of this Agreement or upon the Discloser's request, the Recipient shall promptly return or destroy all Confidential Information, except that Recipient may retain (a) copies required by law or regulation, (b) copies made as part of routine electronic backup, provided such copies remain subject to confidentiality obligations, and (c) Confidential Information incorporated into Deliverables owned by Customer.

12.7 Injunctive Relief

The Parties acknowledge that breach of this Section 12 may cause irreparable harm for which monetary damages would be inadequate. The Discloser shall be entitled to seek injunctive or other equitable relief in addition to any other remedies available at law.

12.8 Supersession by Separate NDA

If the Parties have executed a separate written Non-Disclosure Agreement ("Separate NDA") signed by an officer of Service Provider, the terms of such Separate NDA shall govern confidentiality matters and shall supersede this Section 12 to the extent of any conflict. In the absence of a Separate NDA, or with respect to matters not addressed in a Separate NDA, this Section 12 shall apply.

13. WARRANTIES

13.1 Customer Warranties

Customer represents and warrants to Service Provider that:

13.1.1 Customer has the legal right and authority to enter into this Agreement and perform its obligations;

13.1.2 All corporate or other actions required to authorize Customer's execution and performance of this Agreement have been taken;

13.1.3 Customer is the sole legal and beneficial owner of Customer Materials, or has sufficient rights therein to grant the licenses contemplated by this Agreement;

13.1.4 Customer Materials do not infringe any third-party intellectual property rights;

13.1.5 Neither the execution nor performance of this Agreement will conflict with any agreement to which Customer is a party; and

13.1.6 Customer will comply with all applicable laws in performing its obligations and using the Services and Deliverables.

13.2 Service Provider Warranties

Service Provider represents and warrants to Customer that:

13.2.1 Service Provider has the legal right and authority to enter into this Agreement and perform its obligations;

13.2.2 Services will be performed in a professional and workmanlike manner consistent with generally accepted industry practices;

13.2.3 Service Provider has the experience and expertise to perform the Services;

13.2.4 To Service Provider's knowledge, Deliverables created solely by Service Provider (excluding Customer Materials, Customer-directed modifications, Third-Party components, and Licensed Services) will not, as delivered, infringe any issued United States patent or misappropriate any United States copyright or trade secret of a third party. This warranty does not apply to any Deliverable that is: (a) modified by Customer or any third party; (b) combined with materials not provided by Service Provider; (c) used in a manner not contemplated by the applicable SOW; or (d) based on Customer Materials or Customer specifications;

13.2.5 Service Provider will comply with applicable laws in performing the Services; and

13.2.6 The warranties in this Section 13.2 shall survive for ninety (90) days following Acceptance of the applicable Deliverable (the "Warranty Period").

13.3 Warranty Disclaimer

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 13.2, SERVICE PROVIDER MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

SERVICE PROVIDER DOES NOT WARRANT THAT:

• THE SERVICES OR DELIVERABLES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE;
• THE SERVICES OR DELIVERABLES WILL MEET CUSTOMER'S REQUIREMENTS OR EXPECTATIONS;
• ANY DEFECTS WILL BE CORRECTED; OR
• THE SERVICES OR DELIVERABLES WILL PRODUCE ANY PARTICULAR RESULTS OR OUTCOMES.

14. DISCLAIMERS AND LIMITATIONS OF LIABILITY

14.1 As-Is Disclaimer

Except as expressly warranted in Section 13.2, Services and Deliverables are provided "AS IS" and "AS AVAILABLE" without warranty of any kind.

14.2 SLA Disclaimer

Service Provider does not warrant that any Service Level Agreement (SLA) commitments will always be met. SLAs are targets, not guarantees. Service Provider shall not be liable for any SLA failures, and no credits, refunds, or compensation shall be owed for SLA breaches unless expressly stated in the applicable SOW.

14.3 Compatibility Disclaimer

Service Provider does not warrant that Services or Deliverables will function properly on any particular hardware, software, or configuration, or that they will be compatible with Customer's systems, unless expressly stated in the applicable SOW.

14.4 Results Disclaimer

SERVICE PROVIDER DOES NOT GUARANTEE ANY SPECIFIC PROFIT, REVENUE, COST SAVINGS, BUSINESS OUTCOMES, OR RESULTS FROM THE SERVICES. CUSTOMER ACKNOWLEDGES THAT SUCCESS DEPENDS ON MANY FACTORS OUTSIDE SERVICE PROVIDER'S CONTROL.

14.5 Exclusion of Certain Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR:

• (a) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES;
• (b) LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR ANTICIPATED SAVINGS;
• (c) LOSS OF DATA OR DATA BREACH (EXCEPT AS PROVIDED IN SECTION 14.9);
• (d) BUSINESS INTERRUPTION;
• (e) COST OF PROCUREMENT OF SUBSTITUTE SERVICES;
• (f) LOSS OF USE; OR
• (g) ANY OTHER PECUNIARY LOSS,

ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.6 Limitation of Liability

EXCLUDING (I) A PARTY'S INDEMNIFICATION OBLIGATIONS, (II) A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (III) BREACH OF CONFIDENTIALITY OBLIGATIONS, (IV) INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS, AND (V) CUSTOMER'S PAYMENT OBLIGATIONS, THE TOTAL CUMULATIVE LIABILITY OF SERVICE PROVIDER TO CUSTOMER FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE LESSER OF:

• (A) THE TOTAL FEES PAID BY CUSTOMER TO SERVICE PROVIDER UNDER THE SPECIFIC SOW GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY; OR
• (B) ONE HUNDRED THOUSAND DOLLARS ($100,000.00).

14.7 Multiple Claims

The existence of more than one claim shall not enlarge or extend the liability limitations. Customer acknowledges that the Fees reflect the allocation of risk set forth in this Agreement and that Service Provider would not enter into this Agreement without these limitations.

14.8 Limitation by Law

Nothing in this Agreement excludes or limits liability that cannot be excluded or limited by applicable law, including liability for fraud or fraudulent misrepresentation.

14.9 Data Loss

CUSTOMER IS SOLELY RESPONSIBLE FOR MAINTAINING BACKUPS OF CUSTOMER DATA. SERVICE PROVIDER'S LIABILITY FOR LOSS OF CUSTOMER DATA SHALL BE LIMITED TO THE REASONABLE COST OF RESTORING CUSTOMER DATA FROM CUSTOMER'S MOST RECENT BACKUP, AND SHALL IN NO EVENT EXCEED THE FEE LIMITATIONS SET FORTH IN SECTION 14.6.

14.10 Exclusions from Liability

Service Provider shall not be liable for any damages arising from:

14.10.1 Customer's failure to follow Service Provider's instructions or recommendations;

14.10.2 Customer's failure to maintain adequate backups;

14.10.3 Modifications to Deliverables by parties other than Service Provider;

14.10.4 Use of Deliverables in combination with products, services, or systems not provided by Service Provider;

14.10.5 Customer's use of Services or Deliverables in violation of this Agreement or applicable law;

14.10.6 Force Majeure Events;

14.10.7 Actions or omissions of Third-Party Providers; or

14.10.8 Customer Delays.

14.11 Fair Use

The Services are designed for normal, reasonable business use consistent with usage by Service Provider's other customers. Excessive or unusual use beyond normal patterns ("Abuse") may result in review, limitation, suspension, or termination of Services, at Service Provider's sole discretion. Abuse includes, without limitation, automated access that exceeds reasonable limits, use for purposes not contemplated by the SOW, or use that negatively impacts Service Provider's ability to serve other customers.

14.12 Integration and Hosting Disclaimer

Service Provider provides configuration, setup, and integration support services. Service Provider shall not be liable for defects in third-party hosting services, platforms, or implementation designs specified by Customer. Customer is solely responsible for architectural decisions, platform selection, and integration design unless Service Provider expressly assumes such responsibility in writing.

14.13 Third-Party Support

Service Provider may use third-party support providers in performing Services. Customer agrees to accept such providers, and Service Provider shall remain responsible for their performance to the same extent as its own performance.

15. INDEMNIFICATION

15.1 Customer Indemnification

Customer shall indemnify, defend, and hold harmless Service Provider, its Affiliates, and their respective officers, directors, employees, agents, and contractors ("Service Provider Indemnitees") from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) ("Losses") arising out of or relating to:

15.1.1 Customer's breach of any representation, warranty, or obligation under this Agreement;

15.1.2 Customer Materials, including any claim that Customer Materials infringe third-party intellectual property rights;

15.1.3 Customer's use of the Services or Deliverables in violation of this Agreement or applicable law;

15.1.4 Customer's gross negligence or willful misconduct; or

15.1.5 Any claim by a third party arising from Customer's products or services that incorporate the Deliverables.

15.2 Service Provider Indemnification

Service Provider shall indemnify, defend, and hold harmless Customer and its officers, directors, and employees ("Customer Indemnitees") from and against Losses arising out of or relating to:

15.2.1 Service Provider's breach of any representation, warranty, or obligation under this Agreement;

15.2.2 A third-party claim that Deliverables created solely by Service Provider (excluding Customer Materials, Customer-directed modifications, and Third-Party components) infringe a valid United States patent or copyright, subject to the limitations in Section 13.2.4; or

15.2.3 Service Provider's gross negligence or willful misconduct.

15.3 Indemnification Caps

15.3.1 Service Provider Cap. NOTWITHSTANDING ANYTHING TO THE CONTRARY, SERVICE PROVIDER'S AGGREGATE INDEMNIFICATION OBLIGATIONS UNDER SECTION 15.2 SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER UNDER THE APPLICABLE SOW GIVING RISE TO THE INDEMNIFICATION CLAIM.

15.3.2 Customer Cap. Customer's aggregate indemnification obligations under Section 15.1 shall not exceed the greater of: (a) three times (3x) the total Fees paid or payable under all active SOWs during the twelve (12) months preceding the claim; or (b) Five Hundred Thousand Dollars ($500,000.00), except for claims arising from Customer's gross negligence, willful misconduct, fraud, or intentional breach of confidentiality obligations, which shall not be subject to any cap.

15.4 Indemnification Procedure

15.4.1 Notice. The indemnified party shall provide prompt written notice of any claim for which indemnification is sought. Failure to provide prompt notice shall reduce the indemnifying party's obligations only to the extent it is materially prejudiced by such failure.

15.4.2 Control. The indemnifying party shall have sole control of the defense and settlement of any claim, using counsel of its choosing.

15.4.3 Cooperation. The indemnified party shall provide reasonable cooperation and assistance, at the indemnifying party's expense.

15.4.4 Settlement. No settlement that admits liability, imposes non-monetary obligations, or requires payment by the indemnified party shall be made without the indemnified party's prior written consent, which shall not be unreasonably withheld.

15.4.5 Participation. The indemnified party may participate in the defense at its own expense with counsel of its choosing.

15.5 IP Infringement Remedies

If a Deliverable becomes, or in Service Provider's reasonable opinion is likely to become, the subject of an infringement claim, Service Provider may, at its sole option and expense:

15.5.1 Procure the right for Customer to continue using the Deliverable;

15.5.2 Modify the Deliverable to make it non-infringing while maintaining substantially equivalent functionality; or

15.5.3 Replace the Deliverable with a non-infringing alternative.

If none of the foregoing is commercially feasible, Service Provider may terminate the affected SOW and refund a pro-rata portion of pre-paid Fees for the infringing Deliverable.

16. PUBLICITY AND MARKETING

16.1 Customer Reference

Customer grants Service Provider a limited, non-exclusive, royalty-free license to use Customer's name and logo solely for the purpose of identifying Customer as a client in Service Provider's marketing materials, customer lists, case studies, and website.

16.2 Case Studies

Service Provider may create case studies or success stories featuring Customer, provided that Service Provider shall obtain Customer's prior written approval of the specific content before publication. Customer shall respond to case study approval requests within fifteen (15) Business Days. Failure to respond within such period shall constitute approval. Customer shall not unreasonably withhold, condition, or delay approval.

16.3 Press Releases

Neither Party shall issue a press release referencing the other Party without prior written approval, which may be withheld in either Party's sole discretion.

16.4 Termination of Rights

Upon Customer's written request made within sixty (60) days of termination of this Agreement, Service Provider shall cease using Customer's name and logo in new marketing materials within sixty (60) days, provided that Service Provider may continue using materials already in circulation or production.

16.5 Mutual Rights

Customer may identify Service Provider as a vendor or service provider in Customer's materials, provided Customer does not make any representations or warranties on Service Provider's behalf.

17. INDEPENDENT CONTRACTORS

17.1 Relationship

The Parties are independent contractors. Nothing in this Agreement shall be construed to:

17.1.1 Create a partnership, joint venture, agency, or employment relationship;

17.1.2 Give either Party authority to bind or incur obligations on behalf of the other; or

17.1.3 Give either Party power to direct or control the day-to-day activities of the other.

17.2 Subcontractors

17.2.1 Service Provider reserves the right to engage subcontractors, including subcontractors located outside the United States, to perform any portion of the Services.

17.2.2 All subcontractors shall be bound by confidentiality obligations at least as protective as those in this Agreement.

17.2.3 Service Provider shall remain responsible for subcontractor performance and compliance with this Agreement.

17.2.4 Customer may object to a specific subcontractor for reasonable cause related to security, privacy, or regulatory compliance. Service Provider shall consider such objection in good faith but is not obligated to remove any subcontractor.

18. NON-SOLICITATION

18.1 Restriction

During the term of this Agreement and for twelve (12) months thereafter, neither Party shall directly solicit for employment any employee of the other Party who was materially involved in the Services, without the other Party's prior written consent.

18.2 Exceptions

This restriction shall not apply to:

18.2.1 General public job postings or advertisements not specifically targeted at the other Party's employees;

18.2.2 Employees who initiate contact regarding employment without solicitation; or

18.2.3 Employees who have been separated from the other Party's employment for more than six (6) months.

18.3 Liquidated Damages

The Parties acknowledge and agree that: (a) violation of this Section 18 would cause substantial damages that are inherently difficult to quantify with precision; (b) such damages include, without limitation, costs of recruiting replacement personnel, training and onboarding expenses, productivity losses during transition periods, disruption to client relationships and ongoing projects, loss of institutional knowledge, and opportunity costs associated with delayed initiatives; (c) the actual damages would be impracticable or extremely difficult to determine; and (d) the liquidated damages specified herein represent a genuine pre-estimate of such damages negotiated at arm's length.

If either Party violates this restriction, the violating Party shall pay the other Party liquidated damages equal to fifty percent (50%) of the hired individual's first-year annual compensation. THE PARTIES HAVE CAREFULLY CONSIDERED THE AMOUNT OF THESE LIQUIDATED DAMAGES, AGREE THAT SUCH AMOUNT IS REASONABLE AND NOT A PENALTY, AND WAIVE ANY RIGHT TO CONTEST THE VALIDITY OR ENFORCEABILITY OF THIS LIQUIDATED DAMAGES PROVISION.

19. FORCE MAJEURE

19.1 Definition

"Force Majeure Event" means any event beyond a Party's reasonable control, including: fires, earthquakes, floods, natural disasters, acts of God, epidemics, pandemics, quarantine measures, government actions, war, terrorism, civil unrest, strikes, labor disputes, interruption of utilities (electricity, communications, internet), cyberattacks, and failures of third-party systems or services.

19.2 Effect

Neither Party shall be liable for delay or failure to perform its obligations (other than payment obligations) to the extent caused by a Force Majeure Event.

19.3 Notice

The affected Party shall provide prompt notice of a Force Majeure Event, including its expected duration and the obligations affected.

19.4 Mitigation

The affected Party shall use reasonable efforts to mitigate the effects of a Force Majeure Event and resume performance as soon as practicable.

19.5 Extended Force Majeure

If a Force Majeure Event continues for more than sixty (60) consecutive days, either Party may terminate the affected SOW without penalty, provided:

19.5.1 Customer shall pay for all Services performed prior to the Force Majeure Event;

19.5.2 Neither Party shall be entitled to damages arising from such termination.

19.6 Payment Obligations

A Force Majeure Event shall not excuse Customer's obligation to pay for Services already performed.

20. ENTIRETY

This Agreement, including all SOWs, Change Orders, Exhibits, and Schedules incorporated herein, constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, negotiations, and discussions, whether oral or written. No terms or conditions contained in any Customer purchase order, acknowledgment, or other business form shall modify or supplement this Agreement, even if signed by Service Provider.

21. AMENDMENTS

21.1 Except as provided in Section 33, no modification of this Agreement shall be valid unless in writing and signed by authorized representatives of both Parties.

21.2 Amendments may be executed electronically, including by email acceptance from authorized representatives, DocuSign, or similar electronic signature platforms.

21.3 Service Provider may modify this Agreement unilaterally in accordance with the procedures set forth in Section 33. Customer's consent to such unilateral modification is provided in the preamble to this Agreement and is a condition of Customer's use of the Services.

22. ASSIGNMENT

22.1 Neither Party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other Party.

22.2 Notwithstanding the foregoing, Service Provider may assign this Agreement without Customer's consent to: (a) any Affiliate; (b) any successor by merger, acquisition, or reorganization; or (c) any purchaser of all or substantially all of Service Provider's assets, provided the assignee assumes all obligations hereunder.

22.3 Any unauthorized assignment shall be void.

23. SEVERABILITY

If any provision of this Agreement is held invalid, illegal, or unenforceable by a court of competent jurisdiction:

23.1 Such provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the Parties' original intent; or

23.2 If modification is not possible, such provision shall be severed, and the remaining provisions shall continue in full force and effect.

24. NO WAIVER

No failure or delay by either Party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof. No single or partial exercise of any right, power, or privilege shall preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

25. NO THIRD-PARTY BENEFICIARIES

This Agreement is for the sole benefit of the Parties and their permitted successors and assigns. Nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever.

26. INTERPRETATION

26.1 Headings are for convenience only and shall not affect interpretation.

26.2 The use of any gender includes all genders; the singular includes the plural and vice versa.

26.3 This Agreement was prepared in the English language, which shall be the governing language.

26.4 This Agreement shall be construed as having been jointly drafted by the Parties. No presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of authorship.

26.5 "Including" and similar terms mean "including without limitation."

26.6 References to sections, exhibits, and schedules are to this Agreement unless otherwise specified.

27. COUNTERPARTS AND ELECTRONIC SIGNATURES

This Agreement and all SOWs 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. Execution may be by:

27.1 Original ink signature;

27.2 PDF or electronic copy of signature;

27.3 Electronic signature through DocuSign, Adobe Sign, or similar platforms; or

27.4 Click-through acceptance as described in the preamble.

Electronic signatures shall have the same legal effect as original signatures.

28. NOTICES

28.1 Notice Requirements

All notices under this Agreement shall be in writing and shall be delivered by:

28.1.1 Personal delivery;

28.1.2 Nationally recognized overnight courier;

28.1.3 Registered or certified mail, return receipt requested; or

28.1.4 Email with confirmed delivery or read receipt.

28.2 Effective Date

Notices shall be effective:

28.2.1 Upon personal delivery;

28.2.2 One (1) Business Day after deposit with overnight courier;

28.2.3 Five (5) Business Days after mailing; or

28.2.4 Upon sender's receipt of delivery confirmation or read receipt for email, or if no receipt is received, three (3) Business Days after sending to the last known email address.

28.3 Addresses

Notices shall be sent to the addresses specified in the applicable SOW, or to such other addresses as either Party may designate by written notice.

28.4 Service Provider Notice Address

Notices to Service Provider may be sent to:

3007 Mohican St.

El Dorado Hills, CA 95762

Email: legal@shadowrock.io

29. DISPUTES AND ARBITRATION

29.1 Informal Resolution

Before initiating formal dispute resolution, the Parties shall attempt to resolve any dispute, claim, or controversy arising out of or relating to this Agreement ("Dispute") through good faith negotiation. Either Party shall provide written notice of the Dispute, and the Parties shall meet (in person or by video conference) within thirty (30) days to attempt resolution.

29.2 Arbitration

If a Dispute is not resolved within thirty (30) days of notice, either Party may submit the Dispute to binding arbitration:

29.2.1 Rules. Arbitration shall be administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules.

29.2.2 Arbitrator. The arbitration shall be conducted by a single arbitrator mutually agreed upon by the Parties. If the Parties cannot agree, the AAA shall appoint the arbitrator.

29.2.3 Location. Arbitration shall take place in Sacramento, California, unless the Parties agree otherwise.

29.2.4 Language. The arbitration shall be conducted in English.

29.2.5 Confidentiality. All aspects of the arbitration, including existence, content, documents, testimony, and any award, shall be strictly confidential.

29.2.6 Award. The arbitrator's award shall be final and binding. Judgment may be entered in any court of competent jurisdiction.

29.2.7 Costs. Each Party shall bear its own attorneys' fees and costs. Arbitrator fees and administrative costs shall be split equally unless the arbitrator awards fees to the prevailing party.

29.2.8 Class Action Waiver. THE PARTIES AGREE THAT ANY ARBITRATION SHALL BE CONDUCTED ON AN INDIVIDUAL BASIS ONLY. NEITHER PARTY MAY BRING CLAIMS AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

29.2.9 Jury Trial Waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY, INCLUDING ANY ACTION FOR PROVISIONAL RELIEF UNDER SECTION 29.3, ENFORCEMENT ACTIONS UNDER SECTION 29.7, OR ANY OTHER COURT PROCEEDING PERMITTED UNDER THIS AGREEMENT.

29.2.10 Federal Arbitration Act. This arbitration agreement is governed by the Federal Arbitration Act, 9 U.S.C. §§ 1–16. The Parties acknowledge that this Agreement evidences a transaction involving interstate commerce. To the extent any state law conflicts with the FAA regarding the enforceability, interpretation, or scope of this arbitration provision, the FAA shall govern.

29.3 Provisional Relief

Notwithstanding Section 29.2, either Party may seek injunctive or other equitable relief from any court of competent jurisdiction to protect its intellectual property rights or Confidential Information, without posting bond. Such action shall not be deemed a waiver of the right to arbitrate.

29.4 Small Claims

Notwithstanding Section 29.2, claims under Ten Thousand Dollars ($10,000) may be brought in small claims court in Sacramento County, California.

29.5 Expedited Arbitration

For Disputes involving claims under Fifty Thousand Dollars ($50,000), the Parties may agree in writing to use the AAA's Expedited Procedures.

29.6 Continued Performance

During any Dispute, both Parties shall continue to perform their obligations under this Agreement, except those obligations that are the subject of the Dispute.

29.7 Jurisdiction for Enforcement

The state and federal courts located in Sacramento County, California shall have exclusive jurisdiction for:

29.7.1 Actions to compel arbitration;

29.7.2 Actions to enforce arbitration awards; and

29.7.3 Actions for provisional relief under Section 29.3.

30. JURISDICTION AND GOVERNING LAW

30.1 This Agreement shall be governed by and construed in accordance with the laws of the State of California and applicable federal laws of the United States, without regard to conflicts of law principles.

30.2 The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

30.3 Each Party consents to the exclusive jurisdiction and venue of the state and federal courts located in Sacramento County, California for matters not subject to arbitration.

31. DATA PROTECTION AND SECURITY

31.1 Data Processing

To the extent Service Provider processes Personal Data on behalf of Customer:

31.1.1 Service Provider shall process such data only as necessary to perform the Services and in accordance with Customer's documented instructions;

31.1.2 Service Provider shall implement and maintain appropriate technical and organizational security measures designed to protect Personal Data from unauthorized access, use, or disclosure;

31.1.3 Service Provider shall ensure that personnel authorized to process Personal Data are bound by confidentiality obligations; and

31.1.4 Service Provider shall assist Customer in responding to data subject requests to the extent commercially reasonable.

31.2 Security Measures

Service Provider shall maintain reasonable administrative, technical, and physical safeguards designed to protect Customer Data, including:

31.2.1 Access controls to limit data access to authorized personnel;

31.2.2 Encryption of Customer Data in transit and at rest where technically feasible;

31.2.3 Regular security assessments and testing; and

31.2.4 Incident response procedures.

31.3 Security Incident Notification

Service Provider shall notify Customer of any Security Incident affecting Customer Data within seventy-two (72) hours of Service Provider's security personnel confirming that a Security Incident has occurred and that Customer Data was or may have been affected. The seventy-two (72) hour period shall exclude time reasonably required for initial incident triage, verification, and determination of scope, provided that such triage period shall not exceed an additional forty-eight (48) hours. The notification shall include, to the extent known at the time of notification:

31.3.1 A description of the incident;

31.3.2 The types of data affected;

31.3.3 Measures taken or proposed to address the incident; and

31.3.4 A contact point for further information.

31.4 Customer Data Ownership

Customer retains all rights in Customer Data. Upon termination, Service Provider shall return or delete Customer Data in accordance with Section 10.8.4.

31.5 Compliance

Each Party shall comply with applicable data protection and privacy laws. Customer is solely responsible for:

31.5.1 Obtaining all necessary consents and authorizations for processing of Personal Data;

31.5.2 Determining the lawful basis for processing; and

31.5.3 Complying with data subject rights and obligations under applicable law.

31.6 Data Processing Agreement

Upon Customer's request, the Parties shall execute a Data Processing Agreement or similar addendum to address specific data protection requirements under applicable law (such as GDPR or CCPA). Such addendum shall be incorporated into this Agreement.

31.7 Disclaimer

NOTWITHSTANDING THE FOREGOING, CUSTOMER ACKNOWLEDGES THAT NO SECURITY MEASURES ARE IMPENETRABLE. SERVICE PROVIDER DOES NOT WARRANT THAT CUSTOMER DATA CANNOT BE ACCESSED, DISCLOSED, ALTERED, OR DESTROYED BY BREACH OF SECURITY MEASURES. CUSTOMER IS RESPONSIBLE FOR MAINTAINING BACKUPS AND IMPLEMENTING APPROPRIATE SECURITY FOR ITS OWN SYSTEMS.

32. INSURANCE

32.1 Service Provider Insurance

During the term of this Agreement, Service Provider shall maintain the following insurance coverages:

32.1.1 Commercial General Liability insurance with limits of at least One Million Dollars ($1,000,000) per occurrence;

32.1.2 Professional Liability/Errors and Omissions insurance with limits of at least One Million Dollars ($1,000,000) per claim; and

32.1.3 Cyber Liability insurance with limits of at least One Million Dollars ($1,000,000) per occurrence.

32.2 Certificates

Upon Customer's written request, Service Provider shall provide certificates of insurance evidencing the required coverages within ten (10) Business Days of such request. Customer may request certificates no more than once per calendar year per SOW, unless required more frequently by Customer's regulatory obligations, in which case Customer shall provide documentation of such requirement.

33. AGREEMENT MODIFICATIONS

33.1 Right to Modify

Service Provider reserves the right to modify this Agreement at any time. Modifications may include changes to Fees, Service terms, policies, and any other provisions, provided that:

33.1.1 No modification shall apply retroactively to Deliverables that have already received Acceptance;

33.1.2 No modification shall increase Fees for the current term of a pre-paid SOW; and

33.1.3 Material modifications shall be subject to the notice requirements of Section 33.2.

33.2 Notice of Modifications

Service Provider shall provide notice of modifications by one or more of the following methods:

33.2.1 Email to Customer's billing contact or project contact on file;

33.2.2 Posting on Service Provider's website with a "Last Updated" date;

33.2.3 Notice within any portal or system through which Customer accesses Services; or

33.2.4 Any other reasonable method of communication.

33.3 Effective Date of Modifications

33.3.1 Non-Material Modifications. Clarifications, formatting changes, and additions of services shall be effective immediately upon posting.

33.3.2 Material Modifications. Changes to Fees, liability provisions, indemnification, dispute resolution, or termination terms shall be effective thirty (30) days after notice, or upon Customer's next renewal date, whichever is later.

33.4 Acceptance of Modifications

Customer's continued use of Services following the effective date of any modification constitutes acceptance of the modified Agreement. If Customer does not agree to a modification, Customer's sole remedy is to terminate the affected SOW(s) in accordance with Section 10.2, provided such termination notice is given before the modification effective date. In such case, the termination fee under Section 10.11 shall not apply to the extent the termination is directly caused by Customer's objection to a material modification.

33.5 Customer Acknowledgment

BY EXECUTING ANY SOW OR CONTINUING TO USE SERVICES, CUSTOMER ACKNOWLEDGES AND CONSENTS TO SERVICE PROVIDER'S RIGHT TO MODIFY THIS AGREEMENT IN ACCORDANCE WITH THIS SECTION 33, AND AGREES THAT CONTINUED USE OF SERVICES FOLLOWING NOTICE OF MODIFICATION CONSTITUTES BINDING ACCEPTANCE OF THE MODIFIED TERMS.

34. ACKNOWLEDGMENT OF MATERIAL TERMS

34.1 Conspicuous Disclosure

Customer acknowledges that the following provisions of this Agreement are material terms that significantly affect Customer's legal rights and obligations. By executing any SOW referencing this Agreement, Customer confirms understanding and acceptance of:

34.1.1 Non-Refundable Fees (Section 5.6). All Fees are non-refundable regardless of utilization, satisfaction, or termination.

34.1.2 Termination Fees (Section 10.11). Termination by Customer for convenience incurs a termination fee equal to twenty-five percent (25%) of remaining unpaid SOW Fees, plus all committed Licensing Fees.

34.1.3 Customer Delay Consequences (Section 9.10). Customer delays may result in timeline extensions, idle time charges after five (5) Business Days, and deemed termination after thirty (30) consecutive calendar days.

34.1.4 Auto-Renewal (Section 2.8.3). SOWs automatically renew unless terminated with thirty (30) days' written notice.

34.1.5 Licensing Commitment (Sections 2.2.6, 10.10). Recurring Licensing requires a twelve (12) month minimum commitment that survives termination.

34.1.6 Liability Limitations (Section 14.6). Service Provider's liability is limited to Fees paid in the twelve (12) months preceding the claim, or One Hundred Thousand Dollars ($100,000), whichever is less.

34.1.7 Warranty Disclaimer (Section 13.3). Services are provided "AS IS" except for limited express warranties with a ninety (90) day warranty period.

34.1.8 Indemnification (Sections 15.1, 15.3.2). Customer shall indemnify Service Provider for claims arising from Customer Materials, Customer's use of Deliverables, and Customer's breach, subject to the cap in Section 15.3.2 (except for gross negligence, willful misconduct, fraud, or breach of confidentiality).

34.1.9 Arbitration (Section 29). Disputes are resolved by binding arbitration in Sacramento, California, under AAA Commercial Rules.

34.1.10 Governing Law (Section 30). California law governs; Sacramento County courts have exclusive jurisdiction for non-arbitrable matters.

34.2 Customer Acknowledgments

Customer acknowledges and confirms that:

34.2.1 Customer has been provided the opportunity to read this Agreement in its entirety prior to acceptance;

34.2.2 Customer has been provided the opportunity to seek clarification of any provision from Service Provider or independent legal counsel;

34.2.3 Customer has had a meaningful opportunity to negotiate terms and has chosen to accept the Agreement as written;

34.2.4 All material terms have been conspicuously disclosed in Section 34.1, and Customer's execution of any SOW constitutes informed acceptance of such terms;

34.2.5 Material terms are clearly presented in a manner that is neither hidden nor unclear; and

34.2.6 The person executing a SOW on Customer's behalf represents that they have full authority to bind Customer to this Agreement and all terms herein.

34.2.7 Fraud Carve-Out. Notwithstanding the foregoing, the acknowledgments in this Section 34.2 shall not preclude claims of actual fraud in the inducement of this Agreement.

34.3 Confirmation

Execution of any SOW referencing this Agreement constitutes Customer's express written confirmation that Customer has reviewed and accepted all material terms identified in this Section 34, or has voluntarily waived the opportunity to do so.