UPGRAID RE INC.

TERMS OF SERVICE

Effective Date: September 14, 2026

These Terms of Service of Upgraid RE Inc. (“Upgraid”), together with any addendum modifying these Terms of Service and any Service Order(s) accepted by Upgraid (collectively, the “Agreement”), constitute the full and binding legal agreement between Upgraid and the individual or entity (“Customer”) that subscribes to, accesses or uses the SaaS Services, Professional Services, and related services (collectively, the “Services”) with respect to access and use of the Services and the Service Output. By accessing or using the Services or by signing a Service Order that refers to the Agreement or otherwise indicating acceptance of the Agreement, Customer agrees to be bound by its terms. If an individual is accessing or using the Services on behalf of an entity, that individual affirms their authority to bind the entity to the Agreement.

1. DEFINITIONS

“Account” has the meaning given in Section 2.3 (Account).

“Affiliate” means a person or entity that controls, is controlled by, or is under common control with the subject entity, where “control” means direct or indirect ownership of more than 50% of the voting interests of the subject entity.

“Applicable Laws” means all applicable laws, regulations, ordinances, and judicial or regulatory orders at all governmental subdivisions (national/federal, state/provincial/territorial/regional, and local).

“Aggregated Data” means Systems Data and other data and information related to Customer and other users and their use of the Services (such as error logs and performance metrics on prediction accuracy) that is aggregated and anonymized such that neither Customer nor any other customer, person or entity is identifiable as its source. Once aggregated and anonymized, no Customer Data used to generate Aggregated Data will be deemed to be Customer Data or Confidential Information of Customer.

“Authorized Users” means the Representatives of Customer (and, if applicable, its Affiliates) who are authorized by Customer to access and use the Services. Any restrictions on the type or number of Authorized Users will be set forth in the applicable Service Order.

“Beta Services” means any module, feature or functionality of a SaaS Service that is designated as “beta” or that is otherwise expressly identified as being for beta testing purposes or unsupported. For the avoidance of doubt, Beta Services are Saas Services that are subject to the Agreement and any addendum relating to the Beta Services.

“Confidential Information” has the meaning given in Section 7.1 (Definition of Confidential Information).

“Customer Data” means the information, data, and other content of Customer that is submitted to or through the Services by Customer and its Authorized Users, including (i) information about Customer’s actual or potential clients/customers and Customer-specific business practices, workflows, methodologies or strategies, data sources, assumptions, and outcomes; (ii) Customer-specific prompts, inputs, outputs, configuration files and customizations; and (iii) any Customer-proprietary templates provided by Customer to Upgraid for use in the Services. Customer Data does not include Systems Data (except for any Customer Data within the Systems Data that has not been de-identified); Aggregated Data; Service Output (except for any Customer Data within the Service Output); other information, data or content of Upgraid and its licensors (by way of example, lead identification or prioritization information and Upgraid’s templates); or Customer Representative Information.

“Customer Representative Information” means Personal Data relating to an employee or other authorized Representative of Customer that is received by Upgraid in connection with procurement, use and payment of the Services (for example, the names and email addresses of account managers and accounts payable personnel).

“Documentation” means the user guides, instructions, training manuals, training videos, and similar documentation for the Services that Upgraid provides to Customer on Upgraid’s website, within a SaaS Service, by email, or otherwise.

“Duplicate Data” has the meaning given in Section 6.3 (Duplicate Data).

“Fees” means the fees for Services, taxes (if applicable), and any additional charges set forth in the applicable Service Order and the Agreement.

“Intellectual Property” means inventions, works of authorship, know-how, algorithms, processes, designs, methods, improvements, devices, concepts, ideas, expressions and discoveries (in the case of any of the foregoing, whether or not reduced to practice and whether or not copyrightable or patentable) and know-how, trade secrets, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, and all other intellectual property and proprietary rights and forms of protection of a similar nature anywhere in the world (whether registered or unregistered), any application for the foregoing, and all rights to enforce the foregoing.

“Party” means Customer or Upgraid, as the case may be.

“Personal Data” means Customer Data that identifies or could reasonably be used to identify a particular individual or could be reasonably linked to a particular individual, or other data or information defined as “personal data” or “personal information” under Applicable Laws regarding data privacy.

“Professional Services” means support, implementation, training, customization or other services supplemental to the SaaS Services, custom lead or reporting services, and any other professional services provided by Upgraid, which services shall be described in a Service Order (which may be a separate statement of work executed by Customer and Upgraid), including all Upgraid IP contained therein or used in connection therewith (other than the Customer Data).

“Representatives” means a Party’s Affiliates and its and their employees, directors, officers, consultants, professional advisors, representatives, or agents.

“SaaS Service” means an Upgraid software-as-a-service (SaaS) offering, including all enhancements, upgrades, bug fixes, and other modifications, improvements or enhancements thereto and all Upgraid IP that is contained or used therein (other than the Customer Data).

“Service Order” means the service order, order form, statement or work, or other purchase document executed between Customer and Upgraid for the purchase of Services. Each Service Order shall be governed by these Terms of Service and any addendum thereto.

“Service Output” means data, information, and other content generated for Customer by or through the Services.

“System Data” means analytical data collected by Upgraid or its subcontractors about the SaaS Services and their use, including metadata, IP addresses, device information, session recordings, user action statistics, technical logs, diagnostic data and other data about user interaction with the Saas Services. System Data does not constitute Customer Data, except for any Customer Data contained within the System Data that has not been de-identified.

“Term” and “Subscription Term” have the meanings set forth in Section 4.1 (Term; Subscription Term).

“Third-Party Materials” means any software programs, technology, websites, components, content, information, products, services, or materials of third parties that are contained or used within or linked to a SaaS Service, that interoperate with a SaaS Service (including via application programming interfaces), or that are otherwise provided or made available to Customer in connection with the Services.

“Upgraid IP” means Upgraid Systems; the Services; all data, content and materials of Upgraid and its licensors that are contained or used in the Services or the Service Output (other than Customer Data); the Documentation; Service Output (other than Customer Data contained within the Service Output); Aggregated Data; Systems Data (except for any Customer Data within the Systems Data that has not been de-identified); Duplicate Data; Upgraid’s Confidential Information; and all Intellectual Property related to the foregoing. Upgraid IP does not include Third-Party Materials. For the avoidance of doubt, Upgraid IP includes Upgraid’s templates used for Service Output, except for proprietary templates of Customer used the Services provided to Customer.

“Upgraid Systems” means the information technology infrastructure used by or on behalf of Upgraid to provide the Services, including all software programs, hardware, systems, databases, websites, and networks, whether operated by Upgraid or a third-party service, and all related Intellectual Property.

2. PROVISION OF AND ACCESS TO THE SERVICES

2.1. Access and Use Rights. Subject to Customer’s compliance with the Agreement (including payment of applicable Fees), Upgraid hereby grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable right to do the following in the United States (or, if Customer operates in another country that is approved by Upgraid and set forth in the Service Order, in such approved country), in each case solely for use in Customer’s internal business operations:
a. during the Term, access and use the Service(s) in accordance with the terms of the applicable Service Order(s); and
b. during and after the Term, use the Service Output and copy, modify, adapt, enhance or otherwise create derivative works of Service Output received in connection with Customer’s use of the Services; and
c. reproduce and distribute to Customer’s actual or prospective customers/clients (other than those that are direct competitors of Upgraid) a reasonable number of copies of Service Output relating to such customers/clients.
Upgraid reserves all other rights.

2.2. Customer Responsibilities.
a. Customer is responsible for (i) ensuring that the Services are compatible with Customer’s business and systems requirements; (ii) the accuracy and completeness of Customer’s configuration and setup of the SaaS Services (or, if Customer engages Upgraid to provide Professional Services to configure the SaaS services, confirming that the SaaS Services are configured and set up as Customer has requested); (iii) ensuring that the permissions Customer grants to Authorized Users are accurate and appropriate; (iv) ensuring that the information Customer provides to receive the Services is current, accurate, and complete; and (v) the provision, maintenance, and use of Customer’s hardware, network, internet connectivity, and software.
b. Customer is responsible for (i) the accuracy, quality, completeness, content, legality and all other aspects of Customer Data, the means by which Customer acquired it, and for confirming that it is accurately and completely entered into the Services (including Customer Data that is imported or entered into the Services without manual keying, such as through a third-party integration or extraction functionality); and (ii) reviewing the Service Output and satisfying itself that the Service Output is complete and correct. Upgraid does not have any obligation to approve, control or verify Customer Data or Service Output or to review them for accuracy, completeness or consistency. Without limiting or otherwise impacting Customer’s sole responsibility for Customer Data, Upgraid reserves the right (but not the obligation) to screen, block or delete Customer Data, in Upgraid’s sole discretion, if it believes that such Customer Data violates the rights of a third party, Applicable Laws, or the terms of the Agreement.
c. Customer shall comply with the Agreement, the Documentation, and Applicable Laws.
d. Customer is responsible for all acts and omissions of its Affiliates and its and their Authorized Users and Representatives and shall ensure that they comply with Customer’s obligations hereunder.

2.4. Account. An account enabled by Upgraid (the “Account”) is required for Customer and its Authorized Users to access and use the SaaS Services. Customer and Authorized Users shall protect usernames, passwords, access and Account information under their control. Customer is solely responsible for any and all activities that occur under the Account, and except to the extent caused by Upgraid’s breach of the Agreement, Upgraid is not responsible for unauthorized access to the Account. Customer shall notify Upgraid immediately upon becoming aware of any unauthorized use of the Account or any other breach of security relating to the SaaS Services. Customer shall promptly terminate the access credentials of any Authorized User who ceases to be employed or engaged by Customer.

2.5. Restrictions. Customer shall use the Services only as set forth in the Agreement and the Documentation and, except as expressly provided in the Agreement with respect to Affiliates, not for the benefit of any third party. Unless otherwise approved in writing by Upgraid, Customer shall not, and shall not allow or assist its Representatives or any third party to: (a) frame, copy, modify, adapt, translate or otherwise create derivative works of the SaaS Services or Upgraid IP (provided, however, that Customer may create derivative works of Service Output for its internal use); (b) reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code of the SaaS Services or Upgraid Systems; (c) share, rent, lease, sell, assign, otherwise distribute access to or transfer rights in or to, or otherwise commercially exploit the Services or Upgraid Systems or, except to aid in Customer’s provision of services to its clients, the Service Output; (d) use the Services (including Service Output) to operate any timesharing, service bureau, software as a service, or similar business; (e) display the Services, Upgraid IP or Upgraid Systems to any person or entity other than its Authorized Users or Representatives; (f) remove, alter or obscure any proprietary notices or labels on Service Output, the Services, Upgraid IP or Third-Party Materials; (g) use the SaaS Services or Upgraid Systems to store, transmit or introduce any malicious code; (h) interfere with or disrupt the integrity or performance of the SaaS Services or Upgraid Systems or attempt to do so; (i) engage in or use any data mining, robots, scraping, or similar data gathering or extraction methods; (j) if blocked from accessing a SaaS Service, implement any measures to circumvent such blocking (such as masking an IP address or using a proxy IP address or virtual private network); (l) access or use the SaaS Services, the Upgraid Systems or the Service Output for any purpose not expressly contemplated by the Agreement and the Documentation, including to design, develop or enhance a product or service that competes with or is designed to be used with the Services; (m) use the Services (including Service Output) to infringe, misappropriate or violate any intellectual property or other right of anyone or violate Applicable Laws; (n) use or permit the Services to be used by more than the then-current number of Authorized Users, including by making a Platform Service available over a network or other environment.

2.6. Changes to Services.
a. Upgraid reserves the right, in its sole discretion, to make changes to or cease providing any Service at any time, with or without notice, without liability to Customer or any third party.
b. Customer acknowledges and agrees that each SaaS Service is a multi-tenant, hosted solution and that performance enhancements, reliability upgrades, bug fixes, and other non-custom modifications, improvements or enhancements to a SaaS Service are deployed uniformly to all customers’ instances.
c. Upgraid will consider in good faith any custom modifications or enhancements that Customer requests for Customer’s instance of the SaaS Services. Customer acknowledges and agrees that Upgraid is not required to make any such customization, that any such customization will require a Professional Services engagement, and that any such customization will be subject to such Fees and other terms as may be agreed by the Parties in the relevant Service Order.
d. Customer agrees that Customer has not relied on any future availability of any service offerings, technology, or enhanced features or functionality.

2.7. Aggregated Data; Systems Data. Upgraid and its subcontractors may (but have no obligation to) monitor Customer’s and Authorized Users’ use of the Services and may collect and use Systems Data. In addition, Upgraid may create, generate and use Aggregated Data. Customer acknowledges and agrees that there are no confidentiality obligations or other restrictions on Upgraid’s collection, generation and use for lawful purposes of System Data (excluding any Customer Data contained therein that has not been de-identified) or Aggregated Data.

2.8. Beta Services. Notwithstanding anything to the contrary in the Agreement (including any addendum to the Agreement), Upgraid will have no liability (including in respect of warranties, indemnification obligations or service level obligations) for or related to any Beta Services.

2.9. Imported Data. The SaaS Services may include functionality that allows Customer to import information from certain third-party sources (such as CRM systems) that are integrated with the SaaS Services or to extract or otherwise process data from images or documents. Upgraid does not guarantee the accuracy or completeness of any imported or extracted data or data received through integrations and Customer is responsible for verifying its accuracy and completeness.

2.10. Third Party Materials. Upgraid is not responsible for and does not in any way endorse or provide any warranty or guarantee for any Third-Party Materials. Any access or use of Third-Party Materials is governed by the applicable terms and conditions of the Third-Party Materials, which are generally available on the third party’s website. Customer’s use of the Third-Party Materials in connection with the Services indicates its acceptance of such third party’s terms and conditions. If Customer does not agree to abide by such terms and conditions, then Customer should not install, access or use such Third-Party Materials.

2.11. Affiliates. Only Affiliates named on the applicable Service Order (or to which Upgraid otherwise agrees in writing) may use the Services. Unless Upgraid accepts a Service Order directly from an Affiliate or otherwise agrees in writing, all use of the Services by Customer’s Affiliates will be under Customer’s Account, Upgraid will invoice Customer and not its Affiliates for the Services used by such Affiliates, and Customer shall pay all invoices to Upgraid. When an Affiliate of Customer uses the Services, all references to “Customer” in the Agreement relating to access or use of, or restrictions or limitations on access or use of, the Services are deemed to reference the Affiliate. Customer may be required to purchase additional training or other Professional Services to support Affiliate use.

2.12. Subcontractors. Upgraid may use subcontractors to facilitate the performance of its obligations under the Agreement. Upgraid is responsible for its subcontractors’ performance and for ensuring that they comply with Upgraid’s obligaitons under this Agreement.

2.13. Support. Upgraid will provide its standard support for the applicable SaaS Service to Customer at no additional charge, or premium support if available and purchased separately.

2.14. Information Security. Upgraid shall implement and maintain reasonable physical, organizational and technical safeguards to protect all Customer Data and Customer’s Confidential Information from accidental, unlawful or unauthorized destruction, loss, alteration, disclosure, or access.

3. SUSPENSION

Upgraid may temporarily suspend Customer’s and any Authorized User’s access to any portion or all of a Service (a “Service Suspension”) if (a) Customer is overdue in its payment obligations; (b) Upgraid reasonably believes that (i) there is a material risk to or disruption of the security or performance of such Service or the Upgraid Systems (a “System Threat”) or (ii) Customer or any Authorized User is using such Service for illegal activities or in violation of the Agreement; or (c) Customer has an Insolvency Event (as defined in Section 4.3 below (Termination for Cause)). In the case of breach of payment obligations or an Insolvency Event, Upgraid shall notify Customer (including by phone or email to Customer’s account contact) at least 10 days before suspension. In the case of a System Threat, Upgraid shall use commercially reasonable efforts to provide notice (including by phone or email to Customer’s account contact) before suspension. Upgraid shall work in good faith with Customer to resolve the circumstance giving rise to the suspension and shall resume providing access to the Service as soon as reasonably possible after the event giving rise to the suspension is resolved. If the issue that led to suspension of the Service (other than payment delinquency) was caused by the actions or omissions of Customer or Authorized Users or is otherwise the responsibility of Customer or its Representatives and is not resolved within one month following notice of suspension, such failure shall be deemed a material breach of the Agreement by Customer; provided, however, that nonpayment of Fees will be a material breach starting on the date that payment was due but not made. During a Service Suspension, (A) Customer remains responsible for all Fees and other charges for the suspended Service; and (B) Customer will not be entitled to any compensation or credits for any period of Service Suspension, unless the suspension was due to Upgraid’s error (including a determination that a system threat was not actually caused by the actions or omissions of Customer) or Upgraid’s breach of the Agreement. Upgraid will not intentionally destroy or delete any Customer Data during the period of Service Suspension. Upgraid will have no liability for any damage, liabilities or losses (including any loss of data or profits) that Customer or any person may incur as a result of a Service Suspension.

4. TERM AND TERMINATION

4.1. Term of Agreement; Subscription Term.
a. The duration of each subscription term to a Service, as specified in the Service Order for that Service, is a “Subscription Term.” Customer may subscribe to more than one Service and, as a result, there may be more than one Service Order and Subscription Term applicable to Customer. A Subscription Term may not be terminated before its expiration except as expressly permitted by the Agreement. The termination or expiration (including for non-renewal) of a subscription to one Service will not affect any other Services to which Customer subscribes and does not terminate the Agreement.
b. The term of the Agreement (the “Term”) begins on the start date specified in the Service Order for the first Subscription Term and, unless the Agreement is earlier terminated in accordance with its terms, ends three months after the date of termination or expiration of the final Subscription Term. The termination of the Agreement will terminate all outstanding Service Orders/subscriptions.

4.2. Automatic Renewal. Unless otherwise provided in the applicable Service Order, at the end of each Subscription Term, the subscription will renew automatically for an additional renewal Subscription Term of the same length, unless a Party provides the other Party with written notice of non-renewal at least one month before the end of the expiring Subscription Term (or such longer period as the Service Order may specify for the notifying Party).

4.3. Termination for Cause. Either Party may, in addition to its other rights and remedies, terminate the Agreement or the applicable Service Order (as the case may be) immediately upon written notice:
a. if the other Party breaches any material provision of these Terms of Service or the applicable Service Order (as the case may be) and, if such breach is capable of cure, fails to cure such breach within one month after receipt of written notice of breach; and, during any period of breach by Customer, Upgraid may suspend Customer’s access to the applicable Service(s) as provided in Section 3 above (Suspension); or
b. if the other Party ceases to operate in the ordinary course, becomes insolvent or generally unable to pay its debts as they become due, becomes the subject of a petition in bankruptcy, liquidation, dissolution or similar proceeding that is not dismissed within 60 days, or has a receiver, trustee, custodian, or similar agent appointed for a material portion of its property or business (any of these, an “Insolvency Event”).

4.4. Effect of Termination. Upon any termination of the Agreement or a Service Order: (a) all of Customer’s rights under the Agreement or the applicable Service Order (as the case may be) immediately terminate (with the exception of those surviving termination, as described below); (b) Customer remains liable for all Fees and other obligations Customer has incurred through the date of termination and Customer is not entitled to any refund; (c) in the case of termination by Customer before the end of a Subscription Term for any reason other than Upgraid’s material breach or an Insolvency Event of Upgraid, Customer remains liable for all Fees that would have been payable for the unused portion of the terminated Subscription Term, which payment obligations will accelerate and become immediately due and payable by Customer; (d) in the case of termination by Customer for Upgraid’s material breach, Upgraid shall refund Customer a pro rata amount of any prepaid Fees for the Service(s) applicable to the unused portion of the terminated Subscription Term (excluding any Fees for Professional Services, Fees for usage (such as per-report or other usage Fees for Service Output), or other one-time Fees); (d) Customer shall immediately discontinue use of the applicable Service(s) and the Upgraid IP and, without limiting Customer’s obligations under Article 7 (Confidentiality), Customer shall delete, destroy, or return all copies of the Upgraid IP for the terminated Service(s) (other than Service Output) and certify in writing to Upgraid that the Upgraid IP has been deleted or destroyed; and (e) Upgraid shall destroy or delete applicable Customer Data as provided in Section 4.5 (Download and Deletion of Customer Data). All provisions that by their nature should survive termination of the Agreement or any Service Order will do so (including, by way of example and not limitation, payment obligations, indemnification obligations, confidentiality obligations and ownership provisions).

4.5. Download and Deletion of Customer Data.

a. Upon Customer’s written request at any time up to three months after termination of the Agreement, Upgraid will either (at Upgraid’s election) (i) provide Customer with an export file of retained Customer Data stored on Upgraid’s systems in a commonly used format reasonably determined by Upgraid and subject to Upgraid’s standard fees for the preparation for such export file; or (ii) to the extent the functionality of the applicable Service(s) allows limited access for the purpose of downloading Customer Data, provide such limited access at no additional cost and subject to the obligations and restrictions of the Agreement. Upgraid may, but has no obligation to, maintain or provide Customer Data more than three months after termination.

b. Upon Customer’s written request at any time up to three months after termination of the Agreement, Upgraid shall promptly destroy or delete Customer Data, other than Customer Data contained in automatic computer backups or historical archives or that must be retained to fulfill obligations under the Agreement, for regulatory, legal, or audit purposes, or for compliance with Upgraid’s standard data retention policies (provided that such retained Customer Data shall remain subject to the provisions of the Agreement for as long as it is retained). If Upgraid permanently destroys or deletes Customer Data at Customer’s request, Customer releases Upgraid from any claims or liability relating to that Customer Data. If Customer does not request destruction or deletion of its Customer Data, Upgraid will destroy or delete Customer Data in accordance with Upgraid’s document retention policies and standard backup and archival procedures, after the Customer Data is no longer reasonably necessary to fulfill obligations under the Agreement or for archival, regulatory, legal, or audit purposes. For purposes of the Agreement, “deletion” of information means deletion or overwriting or, if applicable, anonymization or de-identification (e.g., replacing a field with text such as “name deleted” or “address deleted” or the content of a record with text such as “content deleted”) in a manner that does not permit re-identification. For the avoidance of doubt, Customer acknowledges and agrees that Upgraid is not required to return, destroy or delete Duplicate Data.

5. FEES, INVOICING AND PAYMENT

5.1 Fees. The Fees for a Service will be specified in the applicable Service Order. Except as otherwise specified in the Agreement, (i) payment obligations are non-cancelable and Fees paid are non-refundable, (ii) Customer may not reduce any commitments specified in the Service Order during a Subscription Term; and (iii) Customer is not entitled to any refund if the usage or volume of Service (such as number of Service Outputs or Authorized Users) used is less than the usage/volume specified in the Service Order and any unused usage or volume will not be carried over to any Renewal Subscription Term. If the volume of Customer’s Service Output or other usage during a Subscription Term exceeds that which is specified in the Service Order, Upgraid will invoice Customer for the applicable Fees associated with the excess usage. Subscription Fees for additional Services added to a subscription during a Subscription Term will be prorated for the remaining portion of the Subscription Term.

5.2 Invoicing and Payment. Payment terms are as specified in the Service Order. Customer shall make all payments under the Agreement in United States Dollars, on or before the due date and without offset or deduction, via the payment method specified in the Service Order or otherwise agreed by the Parties. Payments made by check or credit card may be subject to a payment method fee as specified in the Service Order.

5.3 Late Payment. If Customer fails to make any payment when due, without limiting Upgraid’s other rights and remedies: (a) Upgraid may charge interest at the rate of 1.5% per month or, if lower, the highest rate permitted under Applicable Laws; (b) Customer shall reimburse Upgraid for all reasonable costs incurred by Upgraid in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (c) Upgraid may suspend Customer’s service as provided in Section 3 above (Suspension).

5.4 Taxes. All Fees and other amounts in the Agreement are exclusive of any sales, use, value-added (VAT), ad valorem, excise or other governmental taxes, duties, levies, tariffs, or charges, other than taxes based on Upgraid’s net income (“Taxes”). Customer shall be responsible for payment of all Taxes and any related interest and/or penalties resulting from any payments made hereunder. All payments hereunder shall be made to Upgraid without any reduction for any Taxes unless Customer provides Upgraid with a valid tax exemption certificate. If Upgraid is required to collect and remit Taxes for which the Customer is responsible under the Agreement, Upgraid will invoice Customer for such Taxes, as a separate line item, and Customer shall pay such Taxes unless Customer provides Upgraid with a valid tax exemption certificate.

5.5 Fees for Renewal Subscription Terms. Upgraid reserves the right to change the Fees applicable to a Service for any Renewal Subscription Term, effective on the first day of such Renewal Subscription Term, by providing written notice (including in the form of an invoice) to Customer at least two months before the expiration of the then-current Subscription Term.

5.6 Payment Disputes. If Customer does not assert a payment dispute in writing within one month after the due date of the applicable invoice, Customer waives the right to dispute such charges. The undisputed portion of the invoice must be paid by the due date. Upgraid will not exercise its suspension or termination rights or apply interest on late payments for the disputed charges, provided that the charges were disputed reasonably and in good faith and Customer provides reasonable cooperation to resolve the dispute.

6. PROPRIETARY RIGHTS; FEEDBACK

6.1. Upgraid Intellectual Property. Upgraid and Upgraid’s licensors retain and own all right, title, and interest in the Upgraid IP and all enhancements or improvements to, or derivative works of, the foregoing, including any Intellectual Property rights therein and thereto. The SaaS Service and Service Output are licensed, not sold. Upgraid reserves all rights not expressly granted to Customer in the Agreement. The Services are protected by Intellectual Property laws, such as those regarding copyrights, trademarks, patents and trade secrets.

6.2. Customer Intellectual Property. Customer and its licensors retain and own all rights, title and interest in Customer Data and Customer’s Confidential Information, including any Intellectual Property rights therein.

6.3. Duplicate Data. Notwithstanding anything to the contrary in the Agreement, as between the Parties, Upgraid owns Duplicate Data and nothing in this Agreement prohibits or limits the use, disclosure or retention of Duplicate Data by Upgraid and its licensees. “Duplicate Data” means information, data, or other content that is identical to Customer Data and that Upgraid can demonstrate by documentation meets one of the exclusions set forth in clauses (i)-(iv) of Section 7.1 of this MSA (Definition of Confidential Information). By way of example and not limitation, Duplicate Data would include information, data or content that Upgraid obtained from a third party other than Customer (such as other customers, public sources or data brokers) or generated independently of the Services provided to Customer, in each case without using or disclosing Customer Data in order to do so. For the avoidance of doubt, Upgraid acknowledges and agrees that (i) Upgraid’s ownership of the Duplicate Data does not affect Customer’s ownership of the identical Customer Data and (ii) the existence of particular Customer Data is Confidential Information of Customer and Upgraid shall not disclose to any third party that any particular Duplicate Data is identical to Customer’s Customer Data, except to the extent such disclosure is expressly permitted under the terms of Section 7.2 and 7.3 of this MSA (Confidential Information/Restrictions on Use and Disclosure; Disclosure Required by Law). For example, a particular input used by Customer is Customer Data. If that input is in Upgraid’s standard configuration for a SaaS Service, or if another customer requests that Upgraid configure it as a custom input for its instance and the request was made independently without any suggestion by Upgraid, then as between the Parties, that input is both Customer Data owned by Customer and Duplicate Data owned by Upgraid; but even though Upgraid owns the Duplicate Data, Upgraid will not disclose to the other customer or any other third party that Customer uses that input.

6.4. Feedback. If Customer or any of its Representatives provides Upgraid with any comments, suggestions (such as for feature improvements) or recommendations about the Services or Upgraid IP (“Feedback”), Customer grants to Upgraid a nonexclusive, perpetual, irrevocable, fully paid-up, royalty-free, worldwide license, with rights to transfer and sublicense, to use, reproduce, modify, display, distribute, make derivative works of, sell and otherwise commercialize such Feedback (excluding any Customer Data or Customer’s Confidential Information therein) for all lawful business purposes, both during and after the Term. Upgraid is not required to use, identify the source of or compensate Customer for any Feedback. For the avoidance of doubt, Feedback does not include requests for customizations to Customer’s instance of the SaaS Services.

7. CONFIDENTIALITY

7.1. Definition of Confidential Information. “Confidential Information” means information disclosed by or made available by a Party (the “disclosing Party”) to the other Party (the “receiving Party”) in connection with the Agreement that is marked as confidential or proprietary or that would reasonably be considered confidential under the circumstances. Confidential Information includes, with respect to Upgraid, the Services (including the content of the Service Output) and non-public information regarding pricing, features, functionality and performance of the Services; and with respect to Customer and its Affiliates, all non-public Customer Data. Confidential Information does not include information that the receiving Party can demonstrate by documentation was (i) already rightfully known to the receiving Party without restriction on use or disclosure prior to the receipt of such information from or on behalf of the disclosing Party, (ii) received by the receiving Party on a non-confidential basis from a third party without a breach of an obligation to maintain its confidentiality, (iii) was or becomes generally known to the public other than by breach of the Agreement by the receiving Party or its Representatives, or (iv) independently developed by the receiving Party without use or reference to the disclosing Party’s Confidential Information.

7.2. Restrictions on Use and Disclosure. Each receiving Party shall, during the Term and thereafter: (a) take reasonable security precautions, at least those precautions it takes to protect its own Confidential Information of a similar nature but no less than reasonable care, to keep the Confidential Information of the disclosing Party confidential and not to disclose Confidential Information of the disclosing Party to anyone other than (i) the officers, directors, employees, consultants, advisors and representatives of such party and its Affiliates (“Representatives”) who need to know and who are bound by obligations of confidentiality and limited use covering such Confidential Information at least as protective as those of the Agreement and (ii) such other parties as are expressly permitted by this Agreement; and (b) use the Confidential Information of the disclosing Party only to perform the receiving Party’s obligations or enforce its rights under the Agreement, to comply with Applicable Laws, or as otherwise permitted under the Agreement; provided, however, that Upgraid shall have the right to use Duplicate Data as provided in Section 6.3 (Duplicate Data). The receiving Party is responsible for use and disclosure of the Confidential Information by its Representatives and service providers and their compliance with the obligations of the receiving Party under the Agreement.

7.3. Disclosure Required by Law. The receiving Party may disclose Confidential Information of the disclosing Party to the limited extent required (i) in order to comply with the validly issued order or subpoena of a court, regulatory agency or other governmental body of competent jurisdiction, or as otherwise necessary to comply with Applicable Laws, provided that the receiving Party shall first have given written notice to the other Party (if legally permitted to do so); or (ii) to establish a Party’s rights under the Agreement, including to make required court filings. If the receiving Party is legally compelled to disclose Confidential Information of the other Party, the receiving Party may disclose only that portion of the Confidential Information that is legally required to be disclosed.

7.4. Return of Confidential Information. Each Party shall return, destroy or delete Confidential Information of the other Party upon written request by the other Party; provided, however, that return or deletion of Customer Data shall be governed by Section 4.5 (Download and Deletion of Customer Data). Notwithstanding the foregoing, a Party shall not be required to return, destroy or delete Confidential Information of the other Party that is required to perform its obligations or exercise its rights under the Agreement, that is contained in automatic computer backups or historical archives, or that must be retained for regulatory, legal, or audit purposes, or in the case of Upgraid, for compliance with Upgraid’s internal data retention policies (provided that such Confidential Information shall remain subject to the provisions of this Article 7 for as long as it is retained). For the avoidance of doubt, Customer acknowledges and agrees that Upgraid is not required to return, destroy or delete Duplicate Data.

7.5. Breach Notification. If a receiving Party becomes aware of unauthorized access, use, or disclosure of the disclosing Party’s Confidential Information in the receiving Party’s possession or under its control, the receiving Party shall promptly notify the disclosing Party, without undue delay in accordance with Applicable Laws, and provide the disclosing Party with information regarding such incident as reasonably requested by the disclosing Party.

7.6. Deletion of Customer Data. Upgraid will destroy or delete Customer Data as provided in Section 4.5 (Download and Deletion of Customer Data).

8. DATA PROTECTION AND PRIVACY

8.1. Consent. By using the Services, Customer consents (on behalf of itself and its Authorized Users and Representatives) to Upgraid’s collection, use, processing and disclosure of Personal Data and other data as contemplated by the Agreement and the Documentation. Customer shall ensure that it has all necessary rights and permissions and has made the necessary disclosures to Authorized Users and Representatives, as required by Applicable Laws and otherwise, for the activities contemplated by the Agreement and the Documentation, including Customer’s submission of Customer Data to and downloading of Service Output from the Service and the contemplated collection, use, processing and disclosure of Personal Data by Upgraid.

8.2. Data Privacy Laws.
a. For the purposes of the Agreement, each of Upgraid and Customer are responsible for complying with Applicable Laws regarding data privacy.
b. To the extent that Customer is required to comply with any existing or newly enacted Applicable Laws regarding data privacy (such as the California Consumer Privacy Act (“CCPA”)), Upgraid shall facilitate Customer’s compliance with its obligations under such Applicable Laws, including with respect to data security and responses to data subject requests relating to Personal Data in Upgraid’s possession or under its control. Upgraid shall notify Customer if it determines that it can no longer meet its obligations under any Applicable Law requiring such notification. If and as required by Applicable Laws, Customer has the right (i) to take reasonable and appropriate steps to ensure that Upgraid uses Personal Data in a manner consistent with Upgraid’s obligations under Applicable Laws and (ii) upon reasonable written notice, to take reasonable and appropriate steps to stop and remediate Upgraid’s unauthorized use of Personal Data.

8.3. Use of Customer Data. Upgraid and its subcontractors may retain, use, and disclose Customer Data solely (a) to provide the Services, provide customer support and otherwise perform Upgraid’s obligations under the Agreement; (b) for internal business purposes to maintain, evaluate, develop, and improve the Services; (c) to comply with Applicable Laws and requests from governmental or regulatory agencies; (d) to protect the rights, property, or personal safety of Upgraid, its users, and third parties, including to respond to claims that Customer Data violates the rights of third parties or Applicable Laws; (e) to enforce the Agreement; (f) for accounting, legal and recordkeeping purposes, and (g) as otherwise provided in the Agreement or the Documentation.

8.4. Processing of Customer Data. The Agreement and the Documentation (and any additional written instructions from Customer regarding Customer Data that do not conflict with the Agreement and the Documentation) are Customer’s instructions for processing Customer Data. Upgraid shall use and disclose Customer Data solely for the purposes set forth in Section 8.3 of this MSA (Use of Customer Data) and shall not (a) retain, use, or disclose Customer Data for any other purpose (including any other commercial purpose) or outside of the direct business relationship between Upgraid and Customer, except as otherwise expressly permitted by the Agreement and Applicable Laws; (b) sell or share (as such terms are defined in the CCPA) any Customer Data without the prior written consent or instruction of Customer; (c) combine the Customer Data with any information it processes on behalf of any other Party, except as expressly contemplated in the Agreement or the Documentation; or (d) use the Customer Data to engage in cross-context behavioral advertising. Upgraid does not receive or process any Personal Data as consideration for any services or other items that Upgraid provides to Customer under the Agreement. Upgraid shall ensure that any Personal Data in deidentified form qualifies and remains qualified as deidentified information (as defined by Applicable Laws), shall not attempt to re-identify any data subject to whom such Personal Data relates, and shall take reasonable measures to prevent such re-identification. For the avoidance of doubt, this subsection does not apply to Systems Data, except for any Customer Data contained therein that has not been de-identified.

8.5. Data Protection. Upgraid shall maintain commercially reasonable technical, administrative and physical safeguards and procedures designed to protect the security, confidentiality and integrity of, and protect against unauthorized release, access, destruction, modification, or disclosure of, Customer Data. Upgraid shall use commercially reasonable measures to ensure that any Upgraid subcontractors use reasonable data protection measures in handling any Customer Data.

8.6. Deletion of Customer Data. Upgraid will destroy or delete Customer Data as provided in Section 4.5 (Download and Deletion of Customer Data).

9. WARRANTY; DISCLAIMER OF WARRANTIES

9.1. Warranties. Each Party represents and warrants to the other Party that (a) it has full power and authority to enter into the Agreement; (b) the Agreement will not conflict with, result in a breach of, or constitute a default under any other agreement to which it is a party or by which it is bound; and (c) neither it nor any of its Representatives are on (and have not been on) the United States Department of Treasury, Office of Foreign Asset Control’s list of Specially Designated National and Blocked Persons or any similar list of embargoed or blocked persons applicable to persons or entities in the jurisdiction of such Party’s or its Affiliate’s domicile or use of the Services. In addition, Customer represents and warrants to Upgraid that it has the right to provide the Customer Data to Upgraid for the uses contemplated by the Agreement.

9.2. Disclaimer of Warranties. Except as specifically set forth in the Agreement, the Services are provided “as is” and Upgraid makes no warranties of any kind, whether express, implied, statutory, or otherwise. Upgraid disclaims all warranties, including the implied warranties of merchantability and fitness for a particular purpose and any warranty of non-infringement. Without limiting the generality of the foregoing, Upgraid does not warrant that the SaaS Services will be uninterrupted, error free or secure or that defects will be corrected and does not make any warranty as to the results that may be obtained from the use of the Services.

10. INDEMNIFICATION

10.1. By Upgraid.

a. Upgraid shall indemnify and defend Customer and Customer’s Representatives against any and all liabilities, losses, damages, judgments, awards, settlement payments, penalties, fines, fees, interest, costs or expenses (including reasonable fees of attorneys, other professionals and witnesses, court costs and filing fees, and other reasonable investigation and defense expenses) (“Losses”) incurred as a result of a demand, claim, action, investigation or proceeding (“Claim”) brought by a third party arising out of, resulting from, based on or alleging that the use of a SaaS Service in accordance with the Agreement infringes a United States copyright, registered trademark or issued patent right of such third party (an “Infringement”).

b. If a SaaS Service is subject to a Claim for Infringement and as a result, Customer’s use of such SaaS Service is enjoined, then Upgraid shall, at no cost to Customer, procure for Customer the right to continue using the affected SaaS Service or replace it with a non-infringing or modified Service of materially equivalent functionality. If none of the above options are available on terms that are commercially reasonable for Upgraid, then Upgraid may terminate Customer’s right to access and use the affected SaaS Service(s), in which case Upgraid shall refund Customer the pro rata amount of any prepaid subscription fees applicable to the unused portion of the Subscription Term for the terminated SaaS Service(s) (excluding any Fees for Professional Services, Fees for usage (such as per-report or other usage Fees for Service Output) or other one-time Fees); provided, however, that if Customer was unable to use the Service as a result of the Infringement, the unused portion of the Subscription Term will be measured from the last date on which Customer was able to use the Service.

c. Upgraid has no obligation with respect to any actual or alleged Infringement to the extent that the Infringement is caused or alleged to be caused by (i) Customer Data; (ii) use other than as specified in the Documentation or the Agreement; (iii) modification other than by or on behalf of Upgraid; (iv) Third-Party Materials or use or combination with any Third-Party Materials, if the Infringement would not have occurred but for such use or combination; or (v) failure to timely implement any modifications, upgrades, replacements, or enhancements made available to Customer by or on behalf of Upgraid.

10.2. By Customer. Customer shall indemnify, hold harmless and defend Upgraid, its Affiliates and its and their Representatives from any and all Losses incurred as a result of any Claim brought by a third party arising out of, resulting from, based on or alleging (a) Customer’s breach of the Agreement, (b) Customer’s use of the Services or the Service Output (other than Claims for Infringement for which Upgraid is obligated to indemnify Customer under Section 10.1), (c) Customer’s violation of Applicable Laws, including but not limited to any Applicable Laws regarding export control or sanctions, embargoed or blocked persons and entities, or (d) the Customer Data.

10.3. Indemnification Procedure. The indemnifying Party’s indemnity obligations set forth above are subject to the following procedure: (a) the indemnified Party shall promptly notify the indemnifying Party in writing of the Claim, provided that the failure of the indemnified Party to so notify will not relieve the indemnifying Party of its indemnity obligations except to the extent that the failure to so notify materially prejudices the indemnifying Party’s ability to defend the Claim; (b) the indemnifying Party will have sole control of the defense and all related settlement negotiations, provided that the indemnified Party may participate in the defense and settlement negotiations at its own expense and using its own counsel and provided further that the indemnifying Party shall not resolve or settle any Claim without the indemnified Party’s consent unless the resolution or settlement provides for an unconditional release of the indemnified Party from all liability with respect to such Claim, does not commit the indemnified Party to make any monetary payment or any other obligation, and admits no fault by the indemnified Party; and (c) the indemnified Party, at the indemnifying Party’s expense, shall reasonably cooperate with the indemnifying Party in the defense and settlement of the Claim.

10.4. Exclusive Remedy. This Article 10 states the indemnifying Party’s sole liability and the indemnified Party’s exclusive remedy with respect to Infringement and any other type of third-party Claim described in this Article 10. For the avoidance of doubt, this Article 10 does not apply to any direct claims between the parties.

11. LIMITATION OF LIABILITY

11.1 Limitation of Liability. IN NO EVENT SHALL EITHER PARTY OR ITS REPRESENTATIVES HAVE ANY LIABILITY UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY FOR (A) THE COST OF COVER OR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR LOST DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF SUCH DAMAGES ARE REASONABLY FORESEEABLE; OR (B) EXCEPT WITH RESPECT TO CUSTOMER’S OBLIGATIONS TO PAY FEES, FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY THE CUSTOMER TO UPGRAID FOR THE SERVICES UNDER THE AGREEMENT IN THE 12 MONTHS PRIOR TO THE EVENT THAT GAVE RISE TO THE LIABILITY. The limitations in this Section 11.1 do not apply to a Party’s indemnification obligations under Article 10 or to claims for gross negligence or willful misconduct, breach of confidentiality obligations, or infringement or misappropriation of Intellectual Property rights of the other.

11.2 General. These exclusions and limitations apply even if the remedies are insufficient to cover all of the losses or damages of such Party, its Affiliates or, in the case of Customer, its Authorized Users. Without these limitations, the fees for the Services would be significantly higher. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some or all of the above exclusions or limitations may not apply and a Party may have additional rights.

12. MODIFICATIONS

12.1. Modification. Subject to the restrictions set forth in this Section, Upgraid may modify the Agreement and post the updated version at /legal/serviceterms (or a successor URL).

12.2. Modification Notice. If Upgraid modifies the Agreement, it shall provide prior written notice (“Modification Notice”) to Customer of such modifications at least one month prior to the effectiveness of the modifications. If modifications are necessary to comply with Applicable Laws, Upgraid is not required to provide prior notice but shall use commercially reasonable efforts to provide prior notice when practicable.

12.3. Renewal Modification. If the Modification Notice states that the modifications will become effective upon commencement of the next renewal Subscription Term, then modifications to a Service Order will become effective upon the beginning of the applicable renewal Subscription Term and modifications to these Terms of Service will become effective upon the beginning of the next renewal Subscription for any Service(s) to which Customer subscribes. Customer may avoid the applicability of the changes only by cancelling the renewal of Customer’s subscription for the applicable Service as set forth in Section 4.2 (Automatic Renewal).

12.4. Mid-Term Modification. If the Modification Notice states that the modifications will become effective during Customer’s then-current Subscription Term(s), and the modifications materially and adversely affect Customer, then Customer may terminate Customer’s subscription to the applicable Service(s) (in the case of modifications to a Service Order) or terminate the Agreement (in the case of modifications to these Terms of Service) by providing written notice to Upgraid at any time within the two-month period following the date of the Modification Notice. Customer’s termination will become effective on the later to occur of (i) the date on which Customer delivers a timely termination notice or (ii) the date on which the applicable modifications become effective, provided that, upon written request by Customer and subject to payment of the Fees then in effect, Upgraid shall continue to provide the applicable Service(s) to Customer as needed to manage a reasonable transition to another vendor, not to exceed two months. If Customer terminates a Service subscription pursuant to this Section 12.4, then Upgraid shall refund Customer a pro rata amount of any prepaid Fees for the Service applicable to the unused portion of the terminated Subscription Term (excluding any Fees for Professional Services, Fees for transactions/usage (such as per-report or other usage Fees for Service Output), or other one-time Fees).

12.5. General. If Customer does not terminate the affected Service subscription(s) or this Agreement as specified in this Article 12 (Modifications), then Customer will be bound by the modified terms beginning upon the effective date set forth in the Modification Notice.

13. MISCELLANEOUS

13.1. Notices.
a. Upgraid may communicate announcements of general interest (including notices about Service availability and changes to Service features and functionality) by email or by posting on its website or in Customer’s administrative console/page in the SaaS Services. All legal notices or approvals required or permitted under the Agreement must be in writing and delivered by confirmed electronic mail or, if delivered to a physical address, by overnight delivery service or registered or certified U.S. mail, return receipt requested. Notice will be deemed given (i) in the case of email delivery, upon confirmation of delivery by automatic receipt or electronic logs or by return email or other writing and (ii) in the case of delivery by overnight delivery service or certified mail, upon receipt with signature. Upgraid’s address for legal notices is legal@upgraid.us or such other address as may be specified by Upgraid to Customer in accordance with this Section; provided, however, that Customer may send notices of subscription non-renewal to support@upgraid.us. Customer’s email address and physical address for legal notices will be those set forth in the signature block below (or, if different, the applicable Service Order) or such other address(es) as may be specified by Customer to Upgraid in accordance with this Section.
b. When mutual agreement of the Parties or approval of a Party is required or contemplated under the Agreement, such agreement or approval shall be provided in writing. Such writing may be an email between the business representatives of the Parties only, if such mutual agreement or approval is expressly required or contemplated by the Agreement and thereby does not constitute an amendment of the Agreement.

13.2. Force Majeure. Neither Party shall be responsible for failure or delay of performance (other than for payment obligations) caused by circumstances beyond its reasonable control, including pandemics, earthquake, storm, or other act of God; labor disputes; electrical, telecommunications, or other utility failures; acts of government; or acts of terrorism or war. A Party seeking relief from performance under this section must (i) provide notice of such circumstances to the other Party as soon as practicable, (ii) use commercially reasonable efforts to avoid or mitigate such circumstances, and (iii) resume performance as soon as practicable upon the cessation of the circumstances. If the failure or delay continues for more than 30 days, either Party may, in its discretion, terminate the Agreement and/or the affected Service Order by providing written notice.

13.3. Severability. If any provision of the Agreement is determined to be invalid or unenforceable by any court, then to the fullest extent permitted by law, that provision will be deemed modified to the extent necessary to make it enforceable and consistent with the original intent of the Parties and all other provisions of the Agreement will remain in full force and effect.

13.4. Assignment. Neither Party will have the right to assign the Agreement, in whole or in part, to any third party without the written consent of the other Party (which consent shall not be unreasonably withheld), except (a) to an Affiliate, (b) in connection with any merger, consolidation, or other reorganization involving such Party, or (c) to any person or entity to which the assigning Party transfers all or substantially all of its assets or ownership interests. Subject to the foregoing, the Agreement will be binding upon and will inure to the benefit of the successors and assigns of the Parties.

13.5. Entire Agreement. The Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous written, electronic, or oral communications, representations, agreements, or understandings between the Parties with respect thereto. Except as specified in Section 12 (Modifications), the Agreement may not be modified or amended except by a written instrument executed by both Parties. In case of inconsistency (i) between these Terms of Service and any addendum to these Terms of Service, the addendum will control; or (ii) between these Terms of Service and the Service Order, these Terms of Service will control.

13.6. Remedies; Waiver. Except as expressly set forth in the Agreement, the exercise by either Party of any of its remedies under the Agreement will be without prejudice to its other remedies under the Agreement or otherwise. The failure by either Party to enforce any provision of the Agreement will not constitute a waiver of future enforcement of that or any other provision.

13.7. Independent Contractor. The Parties are independent contractors. No agency, partnership, joint venture, or employment is created as a result of the Agreement and neither Party has any authority to bind the other Party.

13.8. Governing Law; Venue. The Agreement shall be governed by and construed in accordance with the laws of Delaware and applicable federal laws, without regard to or application of conflict of laws rules or principles. Each party hereby irrevocably submits to the personal and exclusive jurisdiction and venue of the federal and state courts located in the county of domicile of the defendant in any legal proceeding arising out of the Agreement and waives any claim of improper venue or inconvenient forum. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION ARISING UNDER THE AGREEMENT.

13.9. Publicity. Unless a Party has provided written instructions to the contrary to the other Party, either Party may include the name or logo of the other Party (or its Affiliates, if applicable) in lists of customers or vendors. Except as specified in the previous sentence, neither Party shall issue or release any press release or other announcement relating to the Agreement.

13.10. Government Use. If the use of a Service is being acquired by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), in accordance with 48 C.F.R. 227.7202-4 (for Department of Defense (DOD) acquisitions) and 48 C.F.R. 2.101 and 12.212 (for non-DOD acquisitions), the Government’s rights in the Service, including its rights to use, modify, reproduce, release, perform, display or disclose the Service or Documentation, will be subject in all respects to the commercial license rights and restrictions provided in the Agreement.

13.11. Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Article 7 (Confidentiality) or, in the case of Customer, its obligations under Section 2.4 (Restrictions on Use), may cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to seek equitable relief without any requirement to post a bond or other security. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

13.12. Headings. The headings in the Agreement are for convenience of reference only and shall not affect its interpretation or construction.