Arqdia Master Service Agreement

This Master Services Agreement (“MSA”), together with all exhibits and documents incorporated by reference herein, including any applicable Data Processing Agreement and Order Forms (as defined below) (collectively, the “Agreement”), constitutes a legally binding agreement between Arqdia Intelligence Ltd. (“Arqdia”) and the customer identified in the applicable Order Form or otherwise accepting this Agreement, whether on its own behalf or on behalf of a legal entity it is authorized to bind (“Customer” or “you”), and governs Customer’s and its Authorized Users’ (as defined below) access to and use of the Services (as defined below), including through Arqdia’s web-based platform and any mobile or other application made available by Arqdia as part of the Services. Arqdia and Customer may be referred to herein collectively as the “Parties” and individually as a “Party”.

This Agreement becomes effective on the earliest of: (i) the date Customer clicks a button or checks a box indicating its acceptance of this Agreement; (ii) the date Customer executes an Order Form or other ordering document that references or incorporates this Agreement; or (iii) the date Customer first accesses or uses the Services (“Effective Date”).

If you are accepting this Agreement on behalf of your employer or another entity, you agree that: (i) you have full legal authority to bind your employer or such entity to this Agreement; and (ii) you agree to this Agreement on behalf of your employer or such entity. If you are accepting this Agreement using an email address from your employer or another entity, then: (i) you will be deemed to represent that party; (ii) your acceptance of this Agreement will bind your employer or that entity to these terms; and (iii) the word “Customer” or “you” in this Agreement will refer to your employer or that entity.

If an Order Form includes terms and conditions that conflict with this MSA, the terms of the Order Form will control solely to the extent of the conflict.

1. DEFINITIONS

1.1.“Affiliates” means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with the subject entity. “Control” means direct or indirect ownership or control of more than fifty percent (50%) of the voting interests of the subject entity, or the power to direct or cause the direction of the management and policies of such entity, whether through ownership, contract, or otherwise.

1.2.“Aggregated Data” means data and information derived from Customer Data, Usage Data, or use of the Services that has been aggregated, de-identified, and/or anonymized so that it does not identify, and cannot reasonably be used to identify, Customer, any Authorized User, any guest, or any other identifiable natural person.

1.3.“Arqdia Data” means Arqdia’s proprietary data, models, methodologies, know-how, databases, and other data or information owned, developed, licensed, or otherwise obtained by or for Arqdia independently of Customer Data.

1.4.“Arqdia IP” means all worldwide intellectual property rights in and to the Platform, Services, Documentation, Service Materials, Arqdia Data, Usage Data, Aggregated Data, and any and all software, technology, tools, algorithms, models, workflows, improvements, modifications, enhancements, updates, derivatives, and other materials related thereto, in each case excluding Customer Data.

1.5.“Authorized User” means any individual authorized by Customer, including through Customer’s account administrative settings, to access and use the Services on Customer’s behalf. Authorized Users may include Customer’s and its Affiliates’ employees, personnel, contractors and consultants.

1.6.“Customer Data” means all data, content, materials, records, communications, documents, files, prompts, and other information submitted to, made available to, transmitted through, accessed by, or otherwise processed by the Services on behalf of Customer or its Authorized Users. Customer Data does not include Arqdia IP, Usage Data, or Aggregated Data.

1.7.“Credits” means the usage units purchased by Customer that are consumed when Customer uses certain Services, features, functionalities, or interactions, as further described in the Fees and Payment Section below.

1.8.“Documentation” means Arqdia’s then-current user guides, technical documentation, product descriptions, specifications, policies, and instructions made available by Arqdia for the Services.

1.9.“Insights” means analytics summaries, recommendations, reports, classifications, scores, outputs, or other informational results generated or made available by or through the Services for Customer.

1.10.“Order Form” means any ordering document, including any online order accepted by the Parties, that references this Agreement and sets out the Services purchased, Subscription Term, pricing, and other applicable commercial terms.

1.11.“Platform” means Arqdia’s hosted software platform through which the Services are made available, including its web-based platform, any mobile or other application, user interface, dashboards, APIs, and related technical infrastructure.

1.12.“Services” means Arqdia’s hosted software-as-a-service offering for property management companies, property owners, operators, and related real estate stakeholders, including the Platform, related applications, APIs, automations, AI-enabled features, communication tools, agents, analytics and support, whether accessed or used through the web-based platform, any mobile application, or any other interface made available by Arqdia.

1.13.“Service Materials” means any materials, content, data, software, interfaces, displays, text, graphics, reports, logs, Documentation, and other information or materials that are provided, displayed, or otherwise made available by Arqdia through or in connection with the Services, excluding Customer Data.

1.14.“Subscription Term” means the initial subscription term set forth in the applicable Order Form or online order, together with any renewal term.

1.15.“Third-Party Services” means third-party platforms, products, services, applications, models, communication channels, property management systems, booking platforms, pricing tools, channel managers, maintenance systems, productivity tools, and other external systems or services that interoperate with or are used in connection with the Services.

1.16.“Usage Data” means technical, operational, statistical, analytical, and usage-related information regarding the performance, operation, and use of the Services, including logs, telemetry, metadata, service analytics, and similar information. Usage Data does not include Customer Data in identifiable form.

1.17.“User Account” means a unique account registered for an Authorized User under Customer’s account to enable access to and use of the Services.

2. ACCESS TO AND USE OF THE SERVICES

2.1.Subject to Customer’s full compliance with this Agreement and the applicable Order Form or online order, checkout flow, or other ordering interface governed by this Agreement, Arqdia grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable Subscription Term to access and use, and to permit its Authorized Users to access and use, the Services solely for Customer’s internal business purposes in connection with Customer’s business operations and managed properties, in each case in accordance with this Agreement, the applicable Order Form or online order, and the Documentation.

2.2.Except for the limited rights expressly granted in this Agreement, Customer receives no other rights in or to the Services, Platform, Service Materials, or Arqdia IP.

2.3.Arqdia may update, modify, improve, enhance, replace, or discontinue aspects of the Services from time to time, provided that Arqdia does not materially diminish the core functionality of the Services purchased by Customer during the applicable Subscription Term. Customer acknowledges and agrees that Customer’s subscription and the fees paid thereunder apply only to the Services, features, functionalities, tools, modules, integrations, AI-enabled capabilities, and components expressly included in the applicable Order Form, online order, or pricing page at the time of purchase. Arqdia may, from time to time, develop, introduce, and offer new or additional features, functionalities, tools, modules, integrations, AI-enabled capabilities, service components, or other offerings, and unless expressly stated otherwise in the applicable Order Form, online order, or pricing page, any such new or additional offerings will not be included in Customer’s existing subscription and may be made available subject to separate fees, usage limits, and/or additional terms.

2.4.Arqdia may suspend Customer's or any Authorized User's access to the Services to the extent reasonably necessary to: (i) prevent a security incident or harm to the Services or other customers; (ii) respond to actual or suspected misuse of the Services; (iii) comply with law or a binding governmental request; or (iv) address Customer's material breach of this Agreement. Arqdia will use reasonable efforts to provide notice and limit any suspension to the minimum scope and duration reasonably necessary under the circumstances.

3. ADMINISTRATOR; USER ACCOUNTS

3.1.Customer retains administrative control over the Authorized Users it permits to access and use the Services under this Agreement and the applicable Order Form or online order. Customer may designate one or more Authorized Users as administrators of Customer’s account (each, an “Administrator”). Arqdia may rely on instructions, requests, approvals, and other communications from Customer’s Administrators in connection with the administration, configuration, and support of Customer’s account.

3.2.Customer is responsible for ensuring that all account and contact information it provides to Arqdia is accurate, current, and complete, and for maintaining and promptly updating such information as necessary. Arqdia may rely on such information for account administration and for billing, invoicing, tax, notice, and other contractual purposes, as applicable.

3.3.Customer will, and will cause its Authorized Users to, maintain the confidentiality and security of all User Accounts and login credentials and will not permit any unauthorized person to access or use the Services. Customer is responsible for assigning and managing access rights and permissions for its Authorized Users.

3.4.Customer is responsible for all access to and use of the Services under its account, including by its Authorized Users, and for all acts and omissions occurring through its User Accounts or through the use of Customer’s or its Authorized Users’ credentials, except to the extent caused by Arqdia’s breach of this Agreement. Customer will ensure that all Authorized Users comply with this Agreement and will be liable for any breach of this Agreement by an Authorized User as if committed by Customer.

3.5.Customer will promptly notify Arqdia upon becoming aware of any known or suspected unauthorized access to or use of the Services, any User Account, or any login credentials associated with Customer’s account.

4. ACCEPTABLE USE

4.1.Customer will not, and will not permit any Authorized User or third party to: (a) copy, modify, adapt, translate, or create derivative works of the Services, Platform, Documentation, or Service Materials, except as expressly permitted under this Agreement; (b) reverse engineer, decompile, disassemble, decode, or otherwise attempt to derive or gain access to any source code or non-public components of the Services, except to the limited extent such restriction is prohibited by applicable law; (c) sell, resell, license, sublicense, distribute, make available, lease, rent, timeshare, or otherwise provide access to the Services to any third party other than Authorized Users as expressly permitted under this Agreement; (d) use the Services to develop or support a competing product or service, or for benchmarking or competitive analysis purposes, except with Arqdia’s prior written consent; (e) remove, alter, or obscure any proprietary notices contained in or on the Services, Documentation, or Service Materials; (f) access or use the Services in violation of applicable law, third-party rights, or this Agreement; (g) interfere with or disrupt the integrity, security, performance, or operation of the Services or any related systems or networks; (h) circumvent or attempt to circumvent any usage limits, account controls, security mechanisms, or access restrictions of the Services; or (i) use the Services with any data, content, or materials for which Customer does not have all necessary rights, notices, permissions, and lawful bases required for such use.

4.2.Customer will not use the Services to generate, facilitate, or send any communications or content that are unlawful, deceptive, fraudulent, harassing, discriminatory, defamatory, infringing, or materially misleading, including through automations, AI Features (as defined below), or integrations with Third-Party Services.

4.3.Customer remains solely responsible for all Customer Data, prompts, instructions, configurations, automations, outbound communications, and business rules submitted to, configured in, or initiated through the Services by or on behalf of Customer or its Authorized Users, and for ensuring that such use complies with this Agreement and applicable law.

5. AI Features

5.1.The Services may include AI-enabled features, functionalities, workflows, or tools, such as automated classification, prioritization, summarization, drafting, recommendations, and guest or user-facing communication tools (collectively, “AI Features”). AI Features may include automated or semi-automated capabilities that operate based on Customer’s or its Authorized Users’ prompts, instructions, rules, or other inputs.

5.2.Customer acknowledges that AI Features may generate outputs that are incomplete, inaccurate, outdated, or inappropriate, and Customer is responsible for reviewing, evaluating, and determining whether human review, approval, intervention, monitoring, or escalation is appropriate before relying on, implementing, publishing, acting upon, or communicating any such outputs. Customer is solely responsible for its decisions, actions, communications, and operations based on outputs generated through the Services, including AI Features, and any outputs, automated communications, or actions initiated through the Services based on Customer-defined settings or configurations will be deemed made on Customer’s behalf. Customer is also responsible for ensuring that its use of AI Features, including any automated or guest-facing communications, complies with applicable law, applicable third-party platform rules, and Customer’s internal policies and business requirements, and includes any required disclosures, notices, consents, or other controls, including where an end user, guest, or other individual interacts with an AI system, automated agent, or AI-assisted workflow.

5.3.Customer will use AI Features only in connection with its permitted use of the Services under this Agreement and will not use AI Features in a manner that: (i) violates applicable law; (ii) infringes, misappropriates, or otherwise violates third-party rights; (iii) constitutes spam, unlawful automated messaging, or deceptive or misleading impersonation; (iv) is discriminatory, harassing, defamatory, fraudulent, or otherwise unlawful; or (v) makes, supports, or automates decisions or recommendations in circumstances where applicable law requires specific notice, consent, human review, or other safeguards, unless Customer has implemented such requirements.

5.4.Arqdia may use third-party service providers, including third-party AI, cloud, or infrastructure providers, in connection with the provision of AI Features as part of the Services. Arqdia may also implement reasonable operational safeguards, filters, thresholds, rate limits, review controls, and other guardrails for AI Features in order to promote safety, compliance, service reliability, security, and responsible use of the Services.

5.5.Arqdia may suspend, limit, modify, or restrict Customer's access to specific AI Features to the extent Arqdia reasonably determines that: (i) Customer’s use of such AI Features creates a material legal, compliance, security, reputational, or operational risk; (ii) such use violates this Agreement, applicable law, or applicable third-party provider requirements; or (iii) such action is reasonably necessary to protect the Services, Arqdia, its other customers, or third parties.

6. THIRD-PARTY SERVICES AND INTEGRATIONS

6.1.Customer may choose to enable or use Third-Party Services in connection with the Services. Customer is solely responsible for obtaining and maintaining any rights, consents, permissions, configurations, accounts, and, if required for any integration, any applicable API keys, access tokens, credentials, or other connection information necessary to enable the interoperation of any Third-Party Services with the Services, and for providing the same to Arqdia as needed to facilitate such interoperation. By enabling a Third-Party Service, Customer instructs Arqdia to access, receive, process, and transmit Customer Data as necessary to facilitate the applicable integration and provide the Services.

6.2.Customer acknowledges that Third-Party Services are provided by third parties and are subject to the terms, conditions, and privacy practices of the applicable third-party providers. Arqdia does not control and is not responsible for any Third-Party Services. Customer is solely responsible for any actions performed by Arqdia in connection with such Third-Party Services on Customer's behalf or at Customer's direction, and for ensuring that such actions comply with the applicable terms and conditions of the relevant third-party providers.

6.3.To the extent Customer authorizes the access to or transmission of Customer Data through any Third-Party Service, Customer acknowledges that such third-party provider may access, use, modify, or disclose Customer Data in accordance with the applicable third-party terms, and Arqdia will not be responsible for any such access, use, modification, disclosure, or deletion by or through the Third-Party Service.

6.4.Arqdia is not responsible for errors, delays, failures, or other issues caused by Third-Party Services or Customer’s configuration or use thereof, including any impact on the Services or Support Services resulting from such Third-Party Services.

7. INTELLECTUAL PROPERTY RIGHTS

7.1.As between the Parties, Customer retains all right, title, and interest in and to Customer Data. Customer acknowledges that Insights are generated through the Services using Customer Data, Arqdia IP, and other Service Materials, and, subject to this Agreement, Customer may access and use Insights only during the applicable Subscription Term.

7.2.As between the Parties, Arqdia and its licensors retain all right, title, and interest in and to the Arqdia IP. Except for the limited rights expressly granted to Customer under this Agreement, no rights are granted to Customer by implication or otherwise.

7.3.Customer may, from time to time, voluntarily provide Arqdia with feedback, comments, suggestions, ideas, feature requests, or other input regarding the Services (“Feedback”). Arqdia may use, disclose, reproduce, license, distribute, and otherwise exploit Feedback for any purpose without restriction or obligation.

7.4.Customer grants Arqdia a non-exclusive, worldwide, royalty-free right during the applicable Subscription Term to access, use, process, store, transmit, reproduce, modify, and display Customer Data solely as necessary to provide, support, secure, maintain, and improve the Services for Customer, to perform Arqdia’s obligations under this Agreement, to prevent or address technical, fraud, or security issues, and to comply with applicable law.

7.5.Arqdia may collect and use Usage Data for its internal business purposes, including operating, securing, monitoring, supporting, analyzing, maintaining, and improving the Services. Arqdia may also create and use Aggregated Data for any purpose and without restrictions, provided that such Aggregated Data does not identify, and cannot reasonably be used to identify, Customer, any Authorized User, or any other identifiable individual.

8. CONFIDENTIALITY

8.1.Each Party or its Affiliates (“Disclosing Party”) may disclose or make available Confidential Information to the other Party or its Affiliates (“Receiving Party”) in connection with this Agreement. The Receiving Party will: (i) use the Disclosing Party’s Confidential Information only as necessary to exercise its rights or perform its obligations under this Agreement; (ii) protect such Confidential Information using at least a reasonable degree of care, and no less than the degree of care it uses to protect its own similar confidential information; and (iii) not disclose such Confidential Information to any third party except to its Affiliates and its and their employees, contractors, advisors, and service providers who have a need to know such information for purposes of this Agreement and who are bound by confidentiality obligations at least as protective as those set forth herein. The Receiving Party remains responsible for any breach of this Section by any person to whom it discloses Confidential Information.

8.2.If the Receiving Party is required by applicable law, regulation, or valid legal process to disclose Confidential Information of the Disclosing Party, it may do so only to the extent legally required, provided that, unless prohibited by law, the Receiving Party gives the Disclosing Party prompt notice and reasonable cooperation, at the Disclosing Party’s expense, to seek confidential treatment or other appropriate relief.

8.3.Upon expiration or termination of this Agreement, or earlier upon the Disclosing Party’s written request, the Receiving Party will return or destroy the Disclosing Party’s Confidential Information in its possession or control, except that the Receiving Party may retain copies as required by applicable law or pursuant to standard backup, archival, legal, compliance, or record retention practices, provided that any retained Confidential Information remains subject to this Section for so long as it is retained.

8.4.The obligations in this Section will continue during the Subscription Term and for three (3) years thereafter, except that trade secrets will be protected for so long as they remain trade secrets under applicable law.

9. SECURITY & DATA PROTECTION

9.1.To the extent Arqdia processes personal data on behalf of Customer in connection with the Services, the Parties acknowledge that Customer acts as the controller and Arqdia acts as the processor with respect to such processing, except to the extent Arqdia processes personal data as an independent controller under applicable law. Such processing will be governed by the Data Processing Agreement between the Parties, which is incorporated into this Agreement by reference or otherwise executed between the Parties.

9.2.Customer is responsible for providing all notices and obtaining and maintaining all rights, consents, permissions, and other lawful bases required under applicable law for the collection, use, disclosure, transfer, and other processing of Customer Data, including any personal data, through the Services and any Third-Party Services enabled by Customer.

9.3.Arqdia will implement and maintain reasonable administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, use, alteration, and disclosure.

9.4.Customer is responsible for properly configuring and using the Services, including managing Authorized User access, protecting login credentials, configuring any Third-Party Services enabled by Customer, and maintaining appropriate backup and business continuity measures for Customer Data to the extent required for Customer’s business needs. Unless expressly stated otherwise in this Agreement or an applicable Order Form, the Services are not a data backup or archival service, and Customer remains responsible for preserving its own backup copies of Customer Data.

10. REPRESENTATIONS AND WARRANTIES

10.1.Each Party represents and warrants that: (i) it has the full right, power, and authority to enter into this Agreement and perform its obligations hereunder; (ii) this Agreement constitutes a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms; and (iii) it will comply with applicable law in connection with its performance under this Agreement.

10.2.Arqdia warrants that, during the applicable Subscription Term, the Services, when used in accordance with this Agreement, the applicable Order Form or online order, and the Documentation, will perform in all material respects in accordance with the Documentation. This warranty will not apply to any nonconformity resulting from: (i) use of the Services in a manner not authorized by this Agreement, the applicable Order Form or online order, or the Documentation; (ii) Customer Data, Third-Party Services, or other products, services, or materials not provided by Arqdia; or (iii) modifications to the Services not made by Arqdia.

10.3.Customer represents and warrants that: (i) it has and will maintain all rights, licenses, consents, permissions, and lawful bases necessary for Arqdia to access, use, process, and otherwise handle Customer Data as contemplated by this Agreement; (ii) Customer Data, and Customer’s and its Authorized Users’ use of the Services, will not violate applicable law or infringe, misappropriate, or otherwise violate any third-party rights; and (iii) Customer will use the Services only in accordance with this Agreement, the applicable Order Form or online order, and the Documentation.

11. DISCLAIMER

11.1.EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES, AI FEATURES, INSIGHTS, PLATFORM, DOCUMENTATION, AND ALL RELATED SERVICE MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. ARQDIA AND ITS AFFILIATES DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT THERETO, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, NON-INFRINGEMENT, TITLE, COMPATIBILITY, PERFORMANCE, SECURITY, ACCURACY, AND AVAILABILITY.

11.2.WITHOUT LIMITING THE FOREGOING, ARQDIA DOES NOT WARRANT THAT THE SERVICES OR ANY OUTPUTS, INCLUDING INSIGHTS OR OUTPUTS GENERATED BY AI FEATURES, WILL BE ACCURATE, COMPLETE, RELIABLE, ERROR-FREE, SECURE, OR UNINTERRUPTED, OR THAT CUSTOMER’S USE OF THE SERVICES WILL ACHIEVE ANY PARTICULAR RESULT, EXPECTED BENEFIT, OR ENHANCED GOODWILL.

11.3.ARQDIA WILL NOT BE RESPONSIBLE FOR ANY DELAYS, FAILURES, LOSSES, OR DAMAGES RESULTING FROM CAUSES BEYOND ITS REASONABLE CONTROL, INCLUDING FAILURES OF THE INTERNET OR OTHER NETWORKS, ELECTRONIC COMMUNICATION FAILURES, FAILURES OR CHANGES IN THIRD-PARTY SERVICES, OR OTHER EXTERNAL SYSTEMS OR EVENTS BEYOND ARQDIA’S REASONABLE CONTROL.

12. LIMITATION OF LIABILITY

12.1.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ARQDIA, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND PERSONNEL WILL NOT BE LIABLE TO CUSTOMER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITIES, BUSINESS INTERRUPTION, OR LOSS, CORRUPTION, DISCLOSURE, OR DELETION OF DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES, CUSTOMER’S OR ANY AUTHORIZED USER’S USE OF OR INABILITY TO USE THE SERVICES, CUSTOMER’S ACCOUNT, ANY THIRD-PARTY SERVICES OR SERVICE PROVIDERS, CUSTOMER’S RELIANCE ON THE SERVICES OR ANY EXPECTED RESULTS OR BENEFITS FROM THE SERVICES, ANY FAILURE, ERROR, OR INTERRUPTION OF THE SERVICES, OR ANY MATTERS DISCLAIMED UNDER THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ARQDIA’S AND ITS AFFILIATES’ TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ALL ORDER FORMS WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO ARQDIA UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY; PROVIDED, HOWEVER, THAT THIS LIMITATION WILL NOT APPLY TO LIABILITY RESULTING FROM ARQDIA’S WILLFUL MISCONDUCT.

13. INDEMNIFICATION

13.1.To the maximum extent permitted by applicable law, Customer will defend, indemnify, and hold harmless Arqdia and its Affiliates, and their respective officers, directors, employees, and personnel, at Customer’s sole expense and promptly upon written notice, from and against any and all third-party claims, actions, proceedings, allegations, demands, damages, losses, liabilities, costs, and expenses, including reasonable attorneys’ fees and legal expenses, arising out of or relating to: (i) Customer Data; (ii) Customer’s or any Authorized User’s access to or use of the Services, including any communications, content, or actions made, generated, or initiated through the Services; (iii) Customer’s or any Authorized User’s breach of this Agreement, the applicable Order Form or online order, the Documentation, or applicable law; or (iv) Customer’s or any Authorized User’s negligence, willful misconduct, or infringement, misappropriation, or other violation of any third-party rights.

13.2.To the maximum extent permitted by applicable law, Arqdia will defend, indemnify, and hold harmless Customer and its Affiliates, and their respective officers, directors, employees, and personnel, at Arqdia’s sole expense and promptly upon written notice, from and against any and all third-party claims, actions, proceedings, allegations, demands, damages, losses, liabilities, costs, and expenses, including reasonable attorneys’ fees and legal expenses, arising out of or relating to: (i) any claim that the Platform or Services infringe, misappropriate, or otherwise violate any third-party intellectual property rights; or (ii) Arqdia’s negligence, willful misconduct, or fraud.

14. FEES AND PAYMENT

14.1.The Services may be offered on a subscription-based recurring fee model, minimum fixed commitments, a Credit-based usage model, or any combination thereof, as set forth in the applicable Order Form or pricing page, depending on how Customer purchases the Services. Subscription fees apply only during the applicable Subscription Term specified in the applicable Order Form or pricing page. Credits will be consumed based on Customer’s use of the applicable Services and their related features, functionalities, tools, components, or interactions, and different Services or uses may consume different amounts of Credits, as specified in the applicable Order Form or pricing page. Unless expressly stated otherwise in the applicable Order Form or pricing page, the fees paid by Customer cover only the Services and related features, functionalities, tools, and components expressly included at the time of purchase, and do not include any new or additional offerings that Arqdia may introduce in the future, which may be made available subject to additional fees, Credit consumption, or separate pricing. Arqdia may update Credit consumption rates upon at least thirty (30) days’ prior written notice to Customer. Unless otherwise specified in the applicable Order Form or pricing page, fees will be invoiced monthly in advance and payable within thirty (30) days after the invoice date. If specified in the applicable Order Form or pricing page, Customer may purchase an annual subscription plan, in which case fees for the applicable annual Subscription Term will be invoiced and payable annually in advance. All fees are stated and payable in U.S. dollars unless otherwise specified in the applicable Order Form or pricing page.

14.2.Credits will be allocated to Customer’s account after Arqdia receives payment therefor. To the extent Arqdia makes such functionality available, Customer may monitor Credit usage and balance through the Services. Customer is responsible for maintaining accurate and up-to-date account and contact information in order to receive notices relating to Credit usage, billing, and account status. Payments will be made using the payment method specified in the applicable Order Form, online order, or pricing page.

14.3.Except as expressly provided in this Agreement or required by applicable law, all fees and all purchases of subscriptions and Credits are final, non-cancelable, and non-refundable, whether or not the Services are actually used. Quantities, commitments, and purchased amounts under an Order Form, online order, or pricing page may not be decreased during the applicable Subscription Term. Customer may purchase additional Credits during the Subscription Term at Arqdia’s then-current rates.

14.4.If Customer’s Credit balance is insufficient to enable or complete any requested use of the Services, Arqdia may suspend, limit, or restrict access to the applicable Services or functionality until additional Credits are purchased or otherwise made available. Arqdia may use reasonable efforts to notify Customer when its Credit balance falls below a designated threshold, but Arqdia will not be liable for any interruption, limitation, unavailability, or degradation of the Services resulting from Customer’s insufficient Credit balance.

14.5.Credits have no cash value and may not be redeemed or exchanged for cash or other consideration. Credits are non-transferable and may be used only by Customer and its Authorized Users under the account for which such Credits were purchased. Credits may not be sold, transferred, assigned, or shared with any third party or between Customer accounts without Arqdia’s prior written consent.

14.6.Fees and Credits under this Agreement are exclusive of all sales, use, value-added, withholding, and other similar taxes, duties, or levies, other than taxes based on Arqdia’s net income, and Customer is responsible for all such taxes associated with its purchases under this Agreement.

14.7.If Customer fails to pay any undisputed amount when due, then, without limiting Arqdia’s other rights and remedies, such overdue amount may accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, from the date due until the date paid in full. Customer will also reimburse Arqdia for its reasonable costs of collection incurred in collecting overdue undisputed amounts, including reasonable attorneys’ fees and court costs.

15. TERM AND TERMINATION

15.1.This Agreement begins on the Effective Date and continues until all Order Forms and online orders have expired or been terminated in accordance with this Agreement. Each Order Form or online order will remain in effect for the initial Subscription Term stated therein or presented in the applicable online order, unless earlier terminated in accordance with this Agreement.

15.2.Unless otherwise specified in the applicable Order Form or online order, each will automatically renew for successive renewal terms equal to the expiring Subscription Term unless either Party gives written notice of non-renewal at least sixty (60) days before the end of the then-current Subscription Term.

15.3.Either Party may terminate this Agreement or any applicable Order Form or online order if the other Party materially breaches this Agreement or the applicable Order Form or online order and fails to cure such breach within fourteen (14) days after receiving written notice thereof. Either Party may also terminate this Agreement or any applicable Order Form or online order immediately upon written notice if the other Party ceases its business operations or becomes subject to insolvency, receivership, liquidation, or similar proceedings, and such proceedings are not dismissed within sixty (60) days. Notwithstanding the foregoing, Arqdia may suspend Customer’s access to the Services or terminate this Agreement or any applicable Order Form or online order upon written notice if: (a) any undisputed amounts owed by Customer remain unpaid for seven (7) business days after Customer receives written notice of such overdue amounts; (b) Customer uses the Services in violation of applicable law; or (c) Customer makes unauthorized use of the Services in a manner that Arqdia reasonably believes creates a material security risk, may give rise to liability for Arqdia, or may disrupt the Services or other customers’ use of the Services. For the avoidance of doubt, any suspension will not relieve Customer of its obligation to pay amounts due under this Agreement.

15.4.Upon expiration or termination of this Agreement or any applicable Order Form or online order: (i) Customer’s rights to access and use the affected Services will cease; (ii) Customer will pay all accrued and unpaid fees and other amounts due for the affected Services through the effective date of expiration or termination; (iii) any unused Credits will expire as of the effective date of such expiration or termination, will have no cash value, and will not be refundable; and (iv) each Party will comply with its obligations under Section 8 regarding return or destruction of Confidential Information. Customer acknowledges that, following expiration or termination of the applicable Subscription Term, Customer will no longer have access to the affected Services or related Insights unless otherwise expressly agreed in writing. Sections that by their nature should survive will survive, including Sections relating to intellectual property, confidentiality, disclaimers, indemnification, limitation of liability, accrued payment obligations, and miscellaneous provisions.

16. PUBLICITY

16.1.Neither Party may publicly use the other Party’s name, trade name, trademarks, service marks, or logos, or issue any press release or public announcement regarding this Agreement or the relationship between the Parties, without the other Party’s prior written consent, except that Arqdia may identify Customer by name and logo as a customer in its customer lists and marketing materials.

17. MISCELLANEOUS

17.1.Arqdia may revise this Agreement, in whole or in part, from time to time. Any such revision will become effective on the effective date stated in the updated version, and Customer’s continued access to or use of the Services after such effective date will constitute Customer’s acceptance of the revised Agreement. Notwithstanding the foregoing, any amendment to the commercial terms of an executed Order Form or online order, or any change that materially diminishes Customer’s rights or materially increases Customer’s obligations during the applicable Subscription Term, will require the mutual written agreement of the Parties, unless such change is required by applicable law.

17.2.This Agreement, together with all Order Forms, online orders, pricing pages, and any exhibits or documents incorporated by reference, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, negotiations, understandings, and communications.

17.3.Customer agrees to receive notices under this Agreement electronically. Arqdia may provide notices to Customer through the Services, including through Customer’s account, or by email to Customer’s designated contact or Administrator, and such notices will have the same legal effect as written physical notices. Unless otherwise expressly provided in this Agreement, such notices will be deemed received on the next business day after transmission.

17.4.Neither Party may assign this Agreement, in whole or in part, without the other Party’s prior written consent, except that either Party may assign this Agreement without such consent to an Affiliate or in connection with a merger, reorganization, or sale of all or substantially all of its assets or equity relating to this Agreement, provided that the assignee agrees in writing to be bound by this Agreement. Any attempted assignment in violation of the foregoing will be void.

17.5.The Parties are independent contractors, and nothing in this Agreement creates any partnership, joint venture, agency, fiduciary, or employment relationship between the Parties.

17.6.If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions of this Agreement will remain in full force and effect.

17.7.This Agreement will be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. The state and federal courts located in New York, New York will have exclusive jurisdiction over any claim arising out of or relating to this Agreement, and each Party irrevocably submits to the personal jurisdiction and venue of such courts.