3.1 Provided Services

Company agrees to provide the data management services specified in the Order Form.

3.2 Service Capacity and Expansion

The Services are subject to the initial capacity and scope set forth in the Order Form. Customer has the option to expand the Services scope at any time during the Term for:

4.1 Service Fees

Customer will pay Company the then-applicable fees described in the Order Form for the Services and any Custom Services (the "Fees"). The Fees are subject to the terms of the Order Form.

4.2 Additional Fees

If Customer's use of the Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and agrees to pay the additional fees in the manner provided herein.

4.3 Billing and Late Payment

4.4 Fee Changes

Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then-current renewal term, upon sixty (60) days prior notice to Customer (which may be sent by email).

5.1 Initial Term and Renewal

5.2 Termination for Cause

Either party may also terminate this Agreement upon thirty (30) days' written notice if the other party materially breaches any of the terms or conditions of this Agreement, provided the breach remains uncured at the end of the thirty (30) day notice period. Company may terminate without notice in the case of nonpayment.

5.3 Suspension of Services

Notwithstanding Section 5.2, Company may immediately suspend Customer's access to the Services, in whole or in part, if Company determines (in its sole discretion) that:

6.1 Service Commitment

Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services. Services shall be performed in a professional and workmanlike manner.

6.2 Technical Support

Company will provide Technical Support to Customer via telephone, electronic mail, and Microsoft Teams.

8.1 Ownership

Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with ongoing support, and (c) all intellectual property rights related to any of the foregoing. No rights or licenses are granted except as expressly set forth herein.

8.2 Company Data Rights

Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies. Company will be free (during and after the Term) to:

8.3 Data Security and Trust

Company commits to maintaining reasonable technical and organizational security measures consistent with industry standards to protect Customer Data. Detailed information regarding Company's security and compliance posture is available in Company's Trust Center.

9.1 Limited Warranty

Company warrants that it shall perform the Services and any Custom Services in a professional and workmanlike manner. Company does not warrant any specific results from the Custom Services.

10.1 Customer Indemnification

Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and attorneys' fees) in connection with any claim or action that arises from an alleged violation of Section 7 or otherwise from Customer's use of Services.

12.1 Governing Law and Venue

This Agreement shall be governed by the laws of the State of Delaware without regard to its conflict of laws provisions. The parties agree to submit to the exclusive jurisdiction of the state and federal courts located in Delaware.

12.2 Assignment

This Agreement is not assignable, transferable or sublicensable by Customer except with Company's prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent.

12.3 Entire Agreement

This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement.

12.4 Modification

All waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.

12.5 Severability

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

12.6 Relationship of Parties

No agency, partnership, joint venture, or employment is created as a result of this Agreement.

12.7 Attorneys' Fees

In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees.

12.8 Publicity

Customer agrees that Company may use Customer's name and logo on Company's websites, customer lists, and marketing materials to identify Customer as a user of the Services. Customer agrees to reasonably cooperate with Company to serve as a reference account upon request.

12.9 Export Compliance

Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.