This UpGuard Hosted Services contains the terms and conditions that govern access to and use of the Services and is an agreement by and between UpGuard, Inc., a Delaware corporation located at 650 Castro Street, Suite 120-387, MOUNTAIN VIEW CA 94041, USA (“Company” or “UpGuard” or “we” “our” or “us”), and you or the entity you represent (“Customer” or “you” or “your”). The “Agreement” means, collectively, this HSA, the Order Form(s), any applicable Product Terms (each as defined below) and any addendum or exhibit incorporated herein by reference. The Agreement governs your access to and use of the Services (as defined below). UpGuard and Customer may each be referred to in the Agreement individually as a “Party” and together as the “Parties.” You represent to us that you are lawfully able to enter into contracts. If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity.

1. DEFINITIONS
   1. “Affiliate” means an entity that, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with a Party, where “ownership” means the beneficial ownership of more than fifty percent (50%) of an entity’s voting equity securities or other equivalent voting interests and “control” (including the terms “controlled by” and “under common control with”) means the direct or indirect power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract, or otherwise.
   2. “Authorized User” means your employee or contractor who you authorize to access and use the Services through your account in accordance with the terms of the Agreement.
   3. “UpGuard Data” means UpGuard’s data and information provided to you in connection with your use of the Services, including, without limitation, reports, evaluations and/or security scores regarding that are accessible through the Services.
   4. “Customer Content” means any data or information you or your Authorized Users submit to the Services.
   5. “Documentation” means the then-current standard user documentation for the Services that we make generally available to our customers at https://help.upguard.com/en/.
   6. ”Intellectual Property Rights” means patent rights (including, without limitation, patent applications and disclosures), copyrights, trademarks, trade secrets, moral rights, know-how, and any other intellectual property rights recognized in any country or jurisdiction in the world.
   7. “Technical Support Services” means the technical and support services for the Services described in Exhibit A.
   8. “Order Form” means the document on which you order access to the Services.
   9. “Products” mean the individual products, each as stated in an applicable Order Form, which taken together comprise the Services (as defined below).
   10. “Product Terms” means the product-specific terms applicable to the purchase, access, use and provision of certain Services stated in an applicable Order Form, including but not limited to: product implementation, training, and Managed Vendor Assessments.
   11. “Reseller” means an authorized third-party entity that sells the Services directly to you on our behalf.
   12. “Services” means the products and services provided by us, that you purchase pursuant to an Order Form.
   13. “Services Analytics” means technical information relating to the operation, provision, access and use of the Services. This includes, but is not limited to: (a) system log files; (b) metrics on the performance and stability of the Services; (c) configuration, feature usage, patterns, frequencies and number of active accounts, monitored vendors and similar setup selections; and (d) statistical data regarding service utilization. For clarity, Services Analytics is distinct from and expressly excludes Customer Content (as defined herein).
   14. “Software” means our or a third-party’s software used by us to provide the Services.
   15. “Subscription Term” means the length of time stated in an applicable Order Form that you will have access to and use of the Services.
   16. “Term” means the term of the Agreement, commencing on the Effective Date of this HSA and continuing as long as an Order Form is in effect, unless terminated pursuant to Section 9 (Termination) of this HSA. The term of each Order Form shall be specified in each Order Form (each a “Subscription Term"). Each Subscription Term will begin on the Start Date specified in the relevant Order Form and will continue until the End Date set forth therein, unless terminated earlier pursuant to Section 9 (Termination).
2. ACCESS TO SERVICES
   1. Right to Access & Use. Subject to your compliance with the terms and conditions of the Agreement and during the applicable Subscription Term, we grant you a non-exclusive right to access and use the Services, including any reports, evaluations and/or security scores generated by such Services solely for your internal business purposes in accordance with the Documentation, the terms of the Agreement, and subject to any usage limitations set out in the Order Form, as applicable.
   2. Restrictions. You will not attempt to interfere with or disrupt the Services or the Software or attempt to gain access to any systems or networks that connect thereto (except as required to access and use the Services). You will not and will not allow any of your Authorized Users to: (a) allow anyone other than your Authorized Users to access or use the Services, (b) copy or modify any portion of the Services or the Software, (c) distribute, transfer, sublicense, lease, lend or rent any portion of the Services or the Software to any third party, (d) use or deploy the Services in violation of any usage limitations set out in an applicable Order Form, (e) alter or remove any proprietary notices in the Services or the Software, (f) use the Services or Software in a manner that adversely effects the availability of the Services or Software, in contradiction of the Documentation, or for any unlawful purpose (f) access or use the Services in order to build, create or design a competitive product or service (g) submit any content, information or data to the Services in violation of a third-party’s rights; (h) disassemble, decompile, reverse engineer or attempt to access the source code or non-public APIs of the Services or Software, or (i) access or use the Services or UpGuard Data to train an artificial intelligence or machine learning algorithm.
   3. Limited Rights. Your rights in the Services are limited to the access and use expressly granted in Section 2.1 of this HSA. We reserve all rights and licenses in and to the Services not expressly granted to you under this HSA.
   4. Technical Support Services. During the Subscription Term of an applicable Order Form, we will provide you with the Technical Support Services described in Exhibit A in accordance with the terms of the Agreement.
   5. UpGuard APIs. We may, from time to time, provide access to our API(s) to enable dynamic access to the Services (the “UpGuard APIs”). To the extent we make access to UpGuard APIs available to you, and subject to your compliance with the terms and conditions of the Agreement and the Documentation, during the applicable Subscription Term we grant you a non-exclusive, non-transferrable, non-assignable, non-sublicensable license to use the UpGuard APIs to enable dynamic access to the Services solely for your internal business purposes. To the extent we grant such license, the UpGuard APIs will be deemed to be “Software” for the purposes of Section 2.2 only. Notwithstanding anything to the contrary in this Agreement, the UpGuard APIs are provided on an as-is basis, and we may revoke the license granted under this Section at any time. Your rights in the UpGuard APIs will be limited to the access and use rights expressly granted in this Section 2.5 of this Agreement. We reserve all rights and licenses in and to the UpGuard APIs not expressly granted to you under this section.
   6. Data Retention. The Services include features designed to allow you to access and download Customer Content in a commercially reasonable format. Prior to termination or expiration of the Agreement, you agree to make all reasonable efforts to access, download and backup Customer Content from the Services. Thereafter, subject to a written agreement, we may agree to provide a copy of any remaining Customer Content in an industry standard format for a commercially reasonable fee. Following expiration or termination of the Agreement, and upon your reasonable written request, unless prohibited by applicable law we will permanently delete any and all Customer Content.
   7. No Contingencies. You agree that your purchase of the Services is not contingent on the delivery of any future feature or functionality, or dependent on any oral or written comments made by us regarding such future functionality or features.
   8. Updates. We may update the Services to reflect changes in, among other things, laws, regulations, rules, technology, industry practices, patterns of system use, and availability of free features and functionality, provided that, during an applicable SubscriptionTerm, any such updates will not materially reduce the level of performance, core functionality, security or availability of the Services we make generally available to our customers. We do not promise that we will provide any, or a certain minimum number of updates during the Term.
3. CUSTOMER OBLIGATIONS
   1. Cooperation and Assistance. During an applicable Subscription Term you will: (a) provide us with good faith cooperation and assistance and make available such information and personnel as may be reasonably required in order for us to provide the Services and Technical Support Services; and (b) carry out in a timely manner all other responsibilities as set forth in the Agreement. We will have no obligation to comply with the terms of the Agreement to the extent that our compliance was materially impacted by your failure to comply with the obligations in this Section 3.1.
   2. Enforcement. You will ensure that your Authorized Users comply with the terms and conditions of the Agreement. In the event of any suspected or alleged violation of the terms and conditions of this Agreement by an Authorized User you will promptly notify us and reasonably cooperate with us with respect to: (a) our investigation of any suspected or alleged violation of the Agreement by an Authorized User and (b) any action to enforce the terms and conditions of this Agreement against an Authorized User with respect to their access and use of the Services. We may temporarily suspend or permanently terminate any Authorized User’s access to the Services in the event that we reasonably determine that such Authorized User has violated the terms and conditions of the Agreement, provided that we provide written notice to you prior to such termination. You will at all times be responsible for (i) any violation of the terms and conditions of this Agreement by any Authorized User, and (ii) the actions taken by or on behalf of an Authorized User, whether such action was authorized by an Authorized User.
   3. Telecommunications and Internet Services. You acknowledge and agree that your and your Authorized Users’ use of the Services is dependent upon access to telecommunications and Internet services.You will be solely responsible for acquiring and maintaining all telecommunications and Internet services and other hardware and software required to access and use the Services, including, without limitation, any and all costs, fees, expenses, and taxes of any kind related to the foregoing. We will not be responsible for any loss or corruption of data, lost communications, or any other loss or damage of any kind arising from any such telecommunications and Internet services.
4. ORDERS AND PAYMENT TERMS
   1. Order Form. You may enter into an Order Form with us or an authorized Reseller (as applicable) to purchase access to the Services. Each Order Form will (a) set forth the Subscription Term, (b) specify any applicable limitations on use, (c) the applicable payment terms and Fees and (d) any other terms agreed upon by the Parties, provided that any terms that are inconsistent with this HSA will be binding only to the extent they expressly supersede the terms of this HSA. Order Forms will be executed between the Parties in writing between, or at your request, you may submit an Order Form, which will be effective upon our written acceptance, and in such case (i) the terms and conditions stated in the Order Form will apply to your use of the Services; and (ii) your use of the Services will be deemed definitive evidence of a binding Order Form.
   2. Affiliate Orders. Your Affiliate(s) may enter into separate Order Form(s) in accordance with the terms of Section 4.1 (each an “Affiliate Order Form”). Upon execution of an Affiliate Order Form, your Affiliate agrees to be bound by the terms of the Agreement as if it were an original party to the Agreement, and both you and your Affiliate will be considered the “Customer” for the purposes of obligations and responsibilities under the Agreement.
   3. Delivery. Subject to an applicable Order Form, we will deliver the Services to you by permitting you and your Authorized Users to access Services through delivery of login credentials.
   4. Fees; Payment Terms. You agree to pay us the Fees specified in the accepted Order Form (“Fees”). Unless otherwise specified in an Order Form, all Fees will be due in advance and payable within thirty (30) days after the date of our or an authorized Reseller’s invoice. You will pay all undisputed invoices in full, without reduction or setoff of any kind. In the event you dispute an invoice in good faith, you will notify us in writing within fifteen (15) days of receipt of the applicable invoice. Upon receipt of such notice, the Parties will work together in good faith to resolve the dispute and, upon resolution, you agree to pay such amounts within fifteen (15) business days of resolution. We reserve the right to suspend your access to the Services in the event of non-payment of undisputed Fees within fifteen (15) business days of the due date and will restore access upon your payment of the entire past due balance.
5. FREE, TRIAL AND BETA ACCESS
   1. Access. From time to time, you may be offered access to certain Services, features or functionality on a free, fully discounted or trial basis, or as an alpha, beta or early access offering (“Free Trial or Beta Services”). Use of Free or Beta Products is subject to (i) your sole discretion; and (ii) this HSA and any additional terms and conditions agreed upon between the Parties. Unless otherwise agreed upon in writing, access to Free Trial or Beta Services may be terminated without notice by either party for any or no reason, and in any event access to Beta Services will automatically expire upon the date that a version of the Beta Services becomes generally commercially available.
   2. Termination or Modification. At any time, we may terminate or modify your use of (including any applicable terms) Free Trial or Beta Services or modify Free Trial or Beta Services, without any liability. For modifications to Free Trial or Beta Services or your use, you must accept those modifications to continue accessing or using the Free Trial or Beta Services.
   3. No Warranty. Free Trial or Beta Services are offered on an as-is basis and may be inoperable, incomplete or include errors and bugs or features that we may never release, and their features and performance information are our Confidential Information.
   4. Disclaimer. Notwithstanding anything else in this Agreement, to the maximum extent permitted by Law, we provide no warranty, indemnity, service level agreement or support for Free Trial or Beta Services and its aggregate liability arising out of your access and use of Free Trial or Beta Services is limited to one-hundred dollars ($100.00).
6. CONFIDENTIALITY
   1. Definition. “Confidential Information” means any business or technical information disclosed by one Party to the other Party that: (i) if disclosed in writing, may be marked “confidential” or “proprietary” at the time of disclosure; (ii) if disclosed orally, is identified as “confidential” or “proprietary” at the time of disclosure; or (iii) under the circumstances, a person exercising reasonable business judgment would understand or would have reason to believe the information to be confidential or proprietary. For clarity, (a) Customer Content is your Confidential Information, (b) UpGuard Data and the Services are our Confidential Information, and (c) the terms of the Agreement constitute Confidential Information of both Parties.
   2. Exclusions. The obligations and restrictions set forth in Section 6.3 will not apply to any information that: (i) is or becomes generally known to the public through no fault of or breach of the Agreement by the receiving Party; (ii) is rightfully known by the receiving Party at the time of disclosure; (iii) is independently developed by the receiving Party without use of the disclosing Party’s Confidential Information; or (iv) the receiving Party rightfully obtains from a third party who has the right to disclose such information without breach of any confidentiality obligation to the disclosing Party.
   3. Use and Nondisclosure. A receiving Party will not use the disclosing Party’s Confidential Information except as necessary for the performance or enforcement of the Agreement and will not disclose such Confidential Information to any third party except to those of its employees and subcontractors who have a bona fide need to know such Confidential Information for the performance or enforcement of this Agreement; provided that each such employee and subcontractor is bound by a written agreement that contains use and disclosure restrictions consistent with the terms set forth in this Section 6. Each receiving Party will protect the disclosing Party’s Confidential Information using efforts equivalent to the efforts that the receiving Party ordinarily uses with respect to its own confidential information and in no event less than a reasonable standard of care. The provisions of this Section 6.3 will remain in effect during the term of the Agreement and for a period of three (3) years after the expiration or termination of the Agreement, provided that, as to any Confidential Information that the Disclosing Party maintains as a trade secret, the Receiving Party’s obligations under this Section 6 will remain in effect for as long such Confidential Information remains a trade secret.
   4. Permitted Disclosures. The provisions of this Section 6 will not restrict either Party from disclosing Confidential Information pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided that, if legally permissible, the Party required to make such a disclosure gives reasonable notice to the other Party to enable it to contest such order or requirement or limit the scope of such request. The Party responding to such an order or requirement will only disclose that information that is expressly required. Either Party may disclose the terms and conditions of this Agreement to such Party’s advisors, accountants, attorneys, investors (and prospective investors), and prospective acquirers as have a reasonable need to know such information, before they may access such information, any such third parties are, either: (a) bound by a written agreement to keep such information confidential; or (b) subject to a professional obligation to maintain the confidentiality of such information.
7. SECURITY & DATA PRIVACY
   
   1. Security Obligations. During the Term we will implement and maintain (i) an information security program that uses appropriate physical, technical and organizational measures designed to protect Customer Content from unauthorized access, destruction, use, modification or disclosure, and (ii) a compliance program that includes independent third-party audits, both as described in UpGuard’s Security Requirements exhibit. Further information about our security program, including a copy of our Security Requirements, is available on UpGuard’s Trust Page found at https://security.upguard.com, as updated from time to time.
   2. Malicious Code. We will use commercially reasonable efforts designed to ensure that the Services, when used in accordance with the terms of the Agreement and the Documentation, are free of any code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs, and trojan horses (“Malicious Code”).
   3. Data Privacy. The Parties acknowledge and agree that the Services are not designed or intended for the collection, storage, solicitation or processing of personal information. You further agree that except as otherwise agreed upon in writing, including in any applicable Order Form or Product Terms, you will not submit to or use the Services to solicit any personal information. Notwithstanding the foregoing, subject to an applicable Order Form or Product Terms executed between the Parties, you may upload and/or solicit personal information via the Services, provided that in each case you: (a) at all times comply with the terms of the applicable Order Form and/or Product Terms; and (b) agree to execute any additional documentation required by us, including, where relevant, a Data Processing Agreement.
      
      Except as otherwise permitted under an applicable Order Form or Product Terms, in the event you discover that any personal information has been submitted to the Services, you will immediately notify us of such disclosure, and upon our receipt of such notification, the Parties will promptly work together and cooperate to comply with any applicable law with respect to such information
8. OWNERSHIP
   1. Services, Technical Support Services, and UpGuard Data. Subject to the rights granted to you in Section 2.1, as between the Parties, the Services, Support Services, UpGuard Data, and all related Intellectual Property Rights, are and will remain our, and our licensors, exclusive property.
   2. Customer Content. We acknowledge that, as between the Parties, you own all worldwide right, title and interest in and to all Customer Content and we will not obtain any ownership rights in such data. You hereby grant us a royalty free, non-exclusive, revocable license during an applicable Subscription Term to use the Customer Content (i) to provide the Services and Technical Support Services to you; and (ii) to improve the Services, provided that any resulting improvements to the Services are aggregated and anonymized such that you cannot be reasonably identified as the source of such improvement.
   3. Services Analytics. You acknowledge and agree that we may collect technical information relating to the operation, provision, access and use of the Services. This includes, but is not limited to: (a) system log files; (b) metrics on the performance and stability of the Services; (c) configuration, feature usage, patterns, frequencies and number of active accounts, monitored vendors and similar setup selections; and (d) statistical data regarding service utilization (“Services Analytics”). Services Analytics is and will remain our sole and exclusive property and we may use the Services Analytics for our business purposes, including, without limitation, to improve and market our products and services provided that such data is not distributed or otherwise conveyed to any third parties (except subcontractors) in a context that could reasonably identify you as its source. For clarity, Services Analytics does not contain Customer Content.
   4. Suggestions. From time to time we may request and/or you may provide suggestions, comments, feedback or similar relating to the Services (“Suggestions”). You hereby grant to us a royalty free, non-exclusive, irrevocable, worldwide license to use any Suggestions for our business purposes, provided that any such use cannot be reasonably attributed to you, unless otherwise agreed upon in writing.
9. TERM AND TERMINATION
   1. Term. The Term of this Agreement will commence upon the Effective Date of this HSA and will continue in effect for the Subscription Term set forth in each Order Form, unless earlier terminated pursuant to this Section 9.
   2. Termination for Cause. Either Party may terminate this Agreement or an applicable Order Form upon written notice if the other Party materially breaches the Agreement and fails to correct such breach within thirty (30) days following written notice specifying the breach; provided that the cure period for any breach with respect to payment of an undisputed invoice will be fifteen (15) business days. If you validly terminate the Agreement or an applicable Order Form in accordance with this Section 9.2, we will promptly refund any pre-paid, unused subscription Fees in an amount reflecting the time remaining on an impacted Order Form.
   3. Termination for Convenience. You may terminate the Agreement or an applicable Order Form upon written notice to us for any or no reason. For the avoidance of doubt, unless otherwise stated in an applicable Order Form, you will not be entitled to any refund of prepaid Fees as a result of exercising your rights under this Section 9.3, and any unpaid Fees for then-current Order Forms will become immediately due and payable upon such termination.
   4. Rights and Obligations Upon Expiration or Termination. Upon expiration or termination of the Agreement: (i) your and your Authorized Users’ right to access and use the Services will immediately terminate; (ii) you and your Authorized Users will immediately cease all use of the Services; (iii) we will not be obligated to provide any Technical Support Services; and (iv) upon written request each Party will delete (except for an archival copy for legal record keeping purposes) and make no further use of any Confidential Information, materials, or other items (and all copies thereof) belonging to the other Party.
10. WARRANTY
    1. Warranties by both Parties. Each Party warrants that it has full power and authority to enter into and perform its obligations under the Agreement, and the person entering into the Agreement on such Party’s behalf has been duly authorized and empowered to enter into the Agreement.
    2. Service Warranty. We warrant that (i) the Services will perform under normal use in all material respects with the Documentation; and (ii) the Technical Support Services will be performed in a professional, workmanlike manner in accordance with industry standards. Our sole obligation under the limited warranty set forth in this Section 10.2 is to use our reasonable efforts to correct or replace any non-conforming Services or, at our sole discretion, to terminate the Agreement or applicable Order Form and promptly refund any prepaid Fees on a pro-rata basis from the date of termination of the Agreement or applicable Order Form.
    3. Exclusions. The warranties under Section 10.2 do not apply to any: (a) use of the Services not in accordance with the Agreement, including your operation or use of the Services other than in accordance with applicable Documentation; (b) your or a third party’s modification, damage, misuse or other unauthorized action or; (c) combination of the Services with any goods, services or other items by you or a third-party, except as required by us in the Documentation.
    4. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 10.2, WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THE AGREEMENT OR THE SERVICES. WITHOUT LIMITING THE FOREGOING, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 10.2, WE DISCLAIM ANY WARRANTY THAT THE SERVICES WILL BE ERROR FREE OR UNINTERRUPTED OR THAT ALL ERRORS WILL BE CORRECTED. WE FURTHER DISCLAIM ANY AND ALL WARRANTIES WITH RESPECT TO SERVICES AS TO MERCHANTABILITY, ACCURACY OF ANY INFORMATION PROVIDED, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE FURTHER DISCLAIM ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM US, THE SERVICES, OR ELSEWHERE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
11. INDEMNIFICATION
    1. UpGuard Indemnification. We will defend you, your officers, directors and employees (collectively, “Customer Indemnitees”), from and against any action or suit brought against a Customer Indemnitee the extent that it is based upon a third-party claim that the Services, as provided by us to you pursuant to the Agreement, infringes any Intellectual Property Right or misappropriates any trade secret, and we will indemnify and hold you harmless from any costs, damages and reasonable attorneys’ fees attributable to the defense of such claim and that are awarded in final judgment or agreed in settlement. Our obligations under this Section 11.1 are contingent upon: (a) you providing us with prompt written notice of such claim; (b) you providing reasonable cooperation to us in the defense and settlement of such claim; and (c) us having sole authority to defend or settle such claim.
    2. Enjoinment. If your use of the Services is, or in our opinion is likely to be, enjoined due to the type of claim specified in Section 11.1, then we may at our sole option and expense: (i) replace or modify the Services to make it non-infringing and of equivalent functionality; (ii) procure for you the right to continue using the Services under the terms of the Agreement; or (iii) if we are unable to accomplish either (i) or (ii) despite using our reasonable efforts, terminate the Agreement or impacted Order Form and promptly refund any prepaid Fees on a pro-rata basis from the date of termination of the Agreement or applicable Order Form..
    3. Exclusions. Notwithstanding the terms of Section 11.1, we will have no liability for any infringement or misappropriation claim of any kind to the extent that it results from: (a) use of the Services not in accordance with this Agreement, including your operation or use of the Services other than in accordance with applicable Documentation; (b) modification, damage, misuse or other action by you or a third-party, except as required by us in the Documentation; or (c) combination of the Services with any goods, services or other items provided by you or any third party, except as required by us in the Documentation.
    4. Customer Indemnification. You will defend us, our officers, directors and employees (collectively, “UpGuard Indemnitees”), from and against any action or suit brought against an UpGuard Indemnitee by a third party in connection with a claim that Customer Content infringes, misappropriates or violates any Intellectual Property Rights or other legal right of a third party, and will indemnify and and hold us harmless from any costs, damages and reasonable attorneys’ fees attributable to the defense of such claim and that are awarded in final judgment against or paid in settlement. Customer’s obligations under this Section 11.4 are contingent upon: (a) us providing you with prompt written notice of such claim; (b) us providing reasonable cooperation to you, at your expense, in the defense and settlement of such claim; and (c) you having sole authority to defend or settle such claim.
    5. Sole Remedy. THE FOREGOING STATES THE ENTIRE OBLIGATION OF THE PARTIES WITH RESPECT TO ANY ALLEGED OR ACTUAL INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY.
12. LIMITATION OF LIABILITY. EXCEPT FOR LIABILITY ARISING FROM A BREACH OF SECTION 2.2 OR SECTION 6, AND FOR A PARTY’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES FOR LOSS OF INCOME, DATA, PROFITS OR REVENUE, BUSINESS INTERRUPTION, COST OF SUBSTITUTE SERVICES, OR OTHER ECONOMIC LOSS, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER ANY CLAIM FOR RECOVERY IS BASED ON THEORIES OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE.
    
    NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT, EXCEPT FOR LIABILITY ARISING FROM A BREACH OF SECTION 2.2 OR SECTION 6, AND FOR THE PARTIES INDEMNIFICATION OBLIGATIONS, IN NO EVENT WILL A PARTY’S AGGREGATE LIABILITY TO THE OTHER PARTY AND ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT OR YOUR ACCESS TO AND USE OF THE SERVICES EXCEED THE TOTAL FEES PAID OR PAYABLE BY YOU UNDER AN APPLICABLE ORDER FORM IN THE 12 MONTHS PRECEDING THE EVENT THAT GAVE RISE TO THE CLAIM, REGARDLESS OF THE FORM OR THEORY OF THE CLAIM OR ACTION
    
    
13. ACKNOWLEDGEMENT.
    
    1. The Parties acknowledge that the limitations and exclusions contained in Sections 11 and 12 and elsewhere in the Agreement have been the subject of negotiation between the Parties and represent the Parties’ agreement based upon the perceived level of risk associated with their respective obligations under the Agreement, and the payments made hereunder. Without limiting the generality of the foregoing, the Parties acknowledge and agree that: (a) the provisions hereof that limit liability, disclaim warranties or exclude consequential damages or other damages or remedies will be severable and independent of any other provisions and will be enforced as such, regardless of any breach hereunder, and (b) all limitations of liability, disclaimers of warranties, and exclusions of consequential damages or other damages or remedies will remain fully valid, effective and enforceable in accordance with their respective terms, even under circumstances that cause an exclusive remedy to fail of its essential purpose.
14. GENERAL
    1. Survival. The rights and obligations of UpGuard and Customer contained in Sections 4 (Orders and Payment Terms), 6 (Confidentiality), 8 (Ownership), 9.4 (Rights and Obligations Upon Expiration or Termination), 11 (Indemnification), 12 (Limitation of Liability), 13 (Acknowledgement), and 14 (General) will survive any expiration or termination of the Agreement.
    2. Governing Law. If you are domiciled in (i) Europe, the Middle East, or Africa, the Agreement is governed by the laws of England and Wales, with the jurisdiction and venue for actions related to or arising out of the Agreement in the courts of London, England; or (ii) Australia or any other Asia Pacific Region (“APAC”), the Agreement is governed by the laws of the State of New South Wales, with jurisdiction and venue for actions related to or arising out of the Agreement in the courts of New South Wales; or (iii) India, the Agreement is governed by the laws of Singapore, with jurisdiction and venue for actions related to or arising out of the Agreement in the courts of Singapore; or (iv) in North America, South America, or any country other than those in Europe, the Middle East, Africa, APAC or India, the Agreement is governed by the laws of the State of California, with the jurisdiction and venue for actions related to or arising out of the Agreement in the courts located in the North District of California in San Francisco County. The Agreement will be governed by such laws without regard to conflicts of laws provisions, and both parties submit to the personal jurisdiction of the applicable courts. The United Nations Convention on the International Sale of Goods does not apply to this Agreement.
    3. Waiver. The waiver by either Party of any default or breach of the Agreement will not constitute a waiver of any other or subsequent default or breach.
    4. Notices. All notices, including notices of address change, required under the Agreement will be in writing (email being sufficient) and will be sent: (i) via email to us at legal@upguard.com or to finance@upguard.com, as applicable; and if to you to the email address on an applicable Order Form or as otherwise provided in writing (ii) to the addresses set forth above with proof of delivery; or (iii) delivered in person with proof of delivery. The notices will be deemed to have been given or received, as applicable, upon: (a) the date actually delivered in person; (b) if sent by mail upon proof of delivery; or (c) on the date it was sent via email, absent an automated failure-to-deliver notification to the contrary, as applicable. Notices sent via mail must be confirmed by email sent to the foregoing email addresses.
    5. Severability. In the event any provision of the Agreement is held to be invalid or unenforceable, the remaining provisions of the Agreement will remain in full force and effect.
    6. Code of Conduct. We maintain an industry-appropriate Code of Conduct that details our standard of conduct in areas of integrity, ethics and conduct, conflict of interest, corporate governance, labour and human rights, health and safety and environmental management. Our operations are grounded in ethical fundamentals and aligned with an emerging global consensus on basic standards of corporate behavior with a commitment to observe the law, protect the environment, avoid bribery, and conduct business in a truthful manner. Upon request, we will make available a copy of our Code of Conduct.
    7. Insurance. During the Term of this Agreement, we will maintain, at our own cost, insurance coverage in amounts and types that are reasonable and appropriate for our business and our obligations under this Agreement. All such insurance will be placed with reputable and financially sound carriers. Once annually, upon reasonable written request, we will make available a certificate of insurance to evidence such coverage.
    8. Force Majeure. Neither Party will be liable hereunder by reason of any failure or delay in the performance of its obligations under the Agreement on account of events beyond the reasonable control of such Party, which may include without limitation: denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, service provider defaults and material shortages (each a “Force Majeure Event”). Upon the occurrence of a Force Majeure Event, the non-performing Party will be excused from any further performance of its obligations affected by the Force Majeure Event for so long as the event continues and such Party continues to use commercially reasonable efforts to resume performance. For the avoidance of doubt, a Force Majeure Event will excuse your payment obligations solely to the extent payment is rendered impossible by a Force Majeure Event directly impacting the general operation of banking and payment systems necessary to make such payment, in which case such payment will be suspended only for the duration of such impossibility, and you will take all reasonable steps, including but not limited to making alternative payment arrangements, to resume performance.
    9. Compliance with Laws. Each Party agrees to comply with all applicable laws and regulations with respect to its activities under the Agreement, including, but not limited to, any export laws and regulations of the United States.
    10. Relationship Between the Parties. Nothing in this Agreement will be construed to create a partnership, joint venture or agency relationship between the Parties. Neither Party will have the power to bind the other or to incur obligations on the other’s behalf without such other Party’s prior written consent.
    11. Assignment. You may not assign or transfer this Agreement, in whole or in part, without our prior written consent. We may freely assign or transfer the Agreement or an applicable Order Form, in whole or in part, by operation of law or otherwise. Any attempted assignment or transfer in violation of this Section 14.11 will be null and void. Subject to the foregoing restrictions, the Agreement will inure to the benefit of the successors and permitted assigns of the Parties.
    12. Entire Agreement. This HSA, the Order Form(s), any applicable Product Terms and any addendum or exhibit incorporated herein by reference constitutes the complete and exclusive agreement between the Parties concerning its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, concerning the subject matter of the Agreement, including for the avoidance of doubt, any prior non-disclosure agreements executed by the Parties. The Agreement may be modified at any time by posting a revised version here; or as otherwise agreed upon in writing between the Parties. By continuing to use the Services after the effective date of any modifications to this Agreement, you agree to be bound by the modified terms. It is your responsibility to check the UpGuard website regularly for modifications to the Agreement. We last modified the Agreement on the date listed at the end of the Agreement.
    13. Order of Precedence. Unless an Order Form expressly states a term takes precedence over the HSA, any ambiguity, conflict or inconsistency between the documents comprising this contract will be resolved according to the following order of precedence: (i) the HSA; (ii) any applicable exhibits, including any Product Terms (provided that the applicable exhibit or Product Terms will control with respect to their specific subject matter); and (iii) any Order Forms. For the avoidance of doubt, in no event will any terms contained on a purchase order, invoice, or other similar documentation provided by you apply to the relationship between the Parties, even if signed by the Parties.
    14. Non-Exclusive Remedies. Except as set forth in Sections 10.2, 10.3 and 11.5, the exercise by either Party of any remedy under the Agreement will be without prejudice to its other remedies under this Agreement or otherwise.
    15. Equitable Relief. Each Party acknowledges that a breach by the other Party of any confidentiality or proprietary rights provision of the Agreement may cause the non-breaching Party irreparable damage, for which the award of damages would not be adequate compensation. Consequently, the non-breaching Party may institute an action to enjoin the breaching Party from any and all acts in violation of those provisions, which remedy will be cumulative and not exclusive, and a Party may seek the entry of an injunction enjoining any breach or threatened breach of those provisions, in addition to any other relief to which the non-breaching Party may be entitled at law or in equity.
    16. No Third-Party Beneficiaries. This Agreement is intended for the sole and exclusive benefit of the signatories and is not intended to benefit any third party. Only the Parties to this Agreement may enforce it.
    17. Trade Compliance. Each Party will comply fully with all applicable export control and sanctions laws and regulations of the U.S. and any country having competent jurisdiction, including restrictions on dealing with prohibited parties, embargoed regions, and restricted end use activities. If we determine that you have breached your obligations under this section, become subject to sanctions or an export denial, or there is a change in applicable laws that make performance of the Agreement impermissible, we will have the right to terminate the Agreement immediately without notice or remedy.
    18. Counterparts. This HSA may be executed in counterparts, each of which will constitute an original, and all of which will constitute one and the same instrument.
    19. Headings. The headings in this HSA are for the convenience of reference only and have no legal effect.

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