Datawiza Master Subscription Agreement

1.1 Orders and Subscription Rights

An “Order” means a mutually accepted order form, quote, proposal, online order, or order submitted through an approved reseller or marketplace that references this Agreement, identifies Customer, and specifies the applicable Services, subscription term, fees, and Usage Limits.

Subject to Customer’s ongoing compliance with this Agreement, including timely payment of applicable fees, Datawiza grants Customer, during the applicable subscription term, a non-exclusive, non-transferable right to install and deploy, where applicable, and to access and use the Datawiza software, hosted services, support, and professional services identified in the applicable Order (collectively, the “Services”) solely for Customer’s internal business purposes and within the usage limits stated in the Order.

“Usage Limits” may include applications, users, identities, service accounts, agents, workloads, environments, instances, transactions, capacity, support tier, or other usage metrics stated in an Order. Customer may permit its affiliates and contractors to use the Services only to the extent covered by the applicable Order, and Customer remains responsible for their compliance with this Agreement.

1.2 Restrictions

Customer will not, directly or indirectly, and will not authorize any person to: (a) decompile, disassemble, reverse engineer, or attempt to discover source code or underlying elements of the Services, except to the limited extent such restriction is prohibited by applicable law; (b) translate, adapt, modify, or create derivative works of the Services except for configurations expressly permitted by Datawiza; (c) sell, resell, sublicense, rent, lease, distribute, transfer, or provide the Services on a service-bureau or outsourcing basis for the benefit of a third party; (d) access or use the Services to build or support a competing product or service; (e) bypass or defeat security controls or Usage Limits; (f) transmit malicious code or unlawful, infringing, or harmful data through the Services; or (g) otherwise use the Services except as expressly permitted by this Agreement and the applicable Order.

The Services, related documentation, technology, methods, tools, configurations, templates, connectors, improvements, and other materials owned or developed by Datawiza are collectively “Datawiza Technology.”

1.3 Support, Service Levels, and Third-Party Services

Datawiza will provide the support services identified in the applicable Order. A “Service Level Agreement” or “SLA” means Datawiza service-level terms expressly incorporated into an Order. An SLA applies only to the Services identified in that Order. No availability commitment, response target, service credit, or other service-level commitment applies unless an Order expressly incorporates an SLA.

The Services may interoperate with identity providers, applications, cloud platforms, networks, or other products and services not provided by Datawiza. Customer is responsible for obtaining and maintaining the accounts, licenses, permissions, configurations, and infrastructure required for those third-party products and services. Datawiza is not responsible for third-party products or services or for changes to them that impair interoperability, except to the extent expressly stated in an Order.

2.1 Fees

Customer will pay the fees stated in each Order. Except as expressly provided in this Agreement or an Order, Orders are non-cancellable and fees are non-refundable. Fees are stated and payable in U.S. dollars unless the Order states otherwise.

2.2 Invoicing and Payment

Unless an Order states otherwise, subscription fees are invoiced annually or monthly in advance, professional services are invoiced as stated in the applicable Order, and invoices are due within thirty (30) days after the invoice date. Customer will timely pay all undisputed amounts without setoff or deduction except as required by law.

Customer must notify Datawiza in writing of a good-faith invoice dispute within thirty (30) days after the invoice date and identify the disputed amount and basis for the dispute. The Parties will work in good faith to resolve the dispute, and Customer will timely pay all undisputed amounts. Overdue undisputed amounts may accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law. Customer will reimburse Datawiza for reasonable costs of collecting overdue undisputed amounts.

2.3 Taxes and Customer Purchase Orders

Fees exclude sales, use, value-added, withholding, and similar taxes, duties, or governmental assessments. Customer is responsible for those amounts arising from its purchases, excluding taxes based on Datawiza’s net income, property, or employees.

A Customer purchase order or other Customer ordering document is for administrative convenience only. Additional or inconsistent terms in such a document will not modify this Agreement or an Order, even if Datawiza accepts the document, references its number, or does not object to its terms.

3.1 Term

This Agreement begins on the date Customer first accepts an Order governed by this Agreement and continues until all Orders have expired or been terminated. Each Order continues for the subscription term stated in that Order. Unless an Order expressly provides for automatic renewal, renewal requires the Parties’ written or electronic agreement.

3.2 Termination for Cause

Either Party may terminate an affected Order, or this Agreement if the breach affects all Orders, by written notice if the other Party materially breaches this Agreement or the applicable Order and fails to cure the breach within thirty (30) days after receiving written notice describing the breach. Datawiza may terminate an affected Order for nonpayment of undisputed fees if Customer fails to cure the nonpayment within ten (10) days after written notice.

Either Party may terminate this Agreement immediately upon written notice, to the extent permitted by applicable law, if the other Party becomes insolvent, makes an assignment for the benefit of creditors, enters liquidation or receivership, ceases business without a successor, or becomes subject to a bankruptcy proceeding that is not dismissed within sixty (60) days.

3.3 Suspension

Datawiza may suspend affected Services, in whole or in part, if: (a) an undisputed amount remains unpaid ten (10) days after written notice; (b) Customer’s use presents a material security risk to the Services, Datawiza, Customer, or a third party; (c) Customer is using the Services unlawfully or in material violation of Section 1.2; (d) suspension is required by law or a governmental authority; or (e) suspension is reasonably necessary to prevent material harm.

Datawiza will limit a suspension to the extent and duration reasonably necessary, provide advance notice when practicable, and restore the Services promptly after the basis for suspension is resolved. Fees continue to accrue during a suspension caused by Customer.

3.4 Effect of Expiration or Termination

Upon expiration or termination of an Order: (a) Customer’s rights to the affected Services end; (b) Customer will stop using and, upon request, delete or return the affected Software and documentation, except for copies retained in routine backups or as required by law; and (c) Customer will pay all accrued, undisputed fees and taxes.

If Customer terminates an Order because of Datawiza’s uncured material breach under Section 3.2, Datawiza will refund prepaid fees allocable to the unused portion of the terminated subscription term. If Datawiza terminates an Order because of Customer’s uncured material breach under Section 3.2, all unpaid fees committed for the remainder of the then-current subscription term become immediately due and payable.

If Customer submits a written request within thirty (30) days after expiration or termination, Datawiza will make Customer Data then held in Datawiza-hosted systems available for retrieval in a commonly used format, subject to payment of undisputed fees and reasonable technical limitations. After that period, Datawiza may delete Customer Data in accordance with its standard retention practices, except for copies retained in backups, for security or legal purposes, or as required by law. Customer is responsible for Customer Data stored only in Customer-controlled systems.

3.5 Survival

Sections 2, 3.4, 3.5, 4, 5, 6, and 7, together with provisions that by their nature should survive, will survive expiration or termination.

4.1 Confidential Information

“Confidential Information” means information disclosed by or on behalf of one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) that is designated confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure.

Confidential Information does not include information that the Receiving Party can document: (a) is or becomes publicly available without breach of this Agreement; (b) was lawfully known to the Receiving Party without confidentiality restriction before disclosure; (c) is lawfully received from a third party without breach of a confidentiality obligation; or (d) is independently developed without use of the Disclosing Party’s Confidential Information.

Datawiza Technology is Datawiza Confidential Information. Customer Data and Customer-provided materials are Customer Confidential Information. The non-public terms of this Agreement and Orders are each Party’s Confidential Information.

4.2 Use and Protection

The Receiving Party will use the Disclosing Party’s Confidential Information only to exercise rights and perform obligations under this Agreement. The Receiving Party will protect it using at least reasonable care and no less than the care used for its own similar information, and will disclose it only to affiliates, employees, contractors, professional advisers, financing sources, and actual or potential investors or acquirers who have a need to know and are bound by confidentiality obligations.

If the Receiving Party is legally required to disclose Confidential Information, it may disclose only the portion legally required and, when legally permitted, will provide prompt notice and reasonable assistance in seeking protective treatment. These confidentiality obligations continue during the term and for five (5) years after expiration or termination, except that obligations concerning trade secrets continue for so long as the information remains a trade secret under applicable law, and obligations concerning personal data continue as required by applicable law.

4.3 Ownership and Implementation Materials

Except for the limited rights expressly granted in this Agreement, Datawiza retains all right, title, and interest, including all intellectual property rights, in and to the Datawiza Technology and all improvements to it.

Customer retains all right, title, and interest in Customer Data and materials supplied by Customer. Unless an Order expressly identifies a particular deliverable as Customer-owned, Datawiza also retains ownership of all pre-existing, independently developed, generic, or reusable materials, tools, connectors, templates, configurations, scripts, methods, and know-how used or developed in providing professional services. Customer may use deliverables provided under an Order for its internal business purposes with the Services.

4.4 Customer Data, Usage Data, and Feedback

“Customer Data” means non-public data, content, identity attributes, mappings, policies, logs, and other information submitted to, transmitted through, generated by, or processed by the Services specifically for Customer. Customer Data does not include Usage Data or Datawiza Technology.

Customer grants Datawiza, its affiliates, and authorized service providers a non-exclusive, worldwide, royalty-free right during the applicable subscription term and any limited post-termination retention period to host, copy, transmit, process, display, and otherwise use Customer Data solely as necessary to provide, secure, maintain, support, and improve the Services for Customer, comply with law, and follow Customer’s documented instructions. Datawiza acquires no ownership rights in Customer Data.

Datawiza may collect and use operational, telemetry, diagnostic, statistical, and usage information derived from the Services (“Usage Data”) to operate, secure, support, analyze, and improve its products and services, provided Usage Data is aggregated or de-identified so that it does not identify Customer or an individual and does not include the content of Customer Data. Datawiza may retain such aggregated or de-identified Usage Data after termination. Datawiza will not use Customer Data or identifiable Usage Data to train or improve a general-purpose artificial intelligence, machine-learning, or large-language model without Customer’s prior written consent.

If Customer provides suggestions, ideas, enhancement requests, or other feedback regarding Datawiza Technology (“Feedback”), Customer grants Datawiza a perpetual, irrevocable, worldwide, royalty-free right to use and exploit the Feedback without restriction or obligation. Datawiza will not identify Customer as the source of Feedback without Customer’s consent.

4.5 Security

Datawiza will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data in Datawiza-controlled systems against unauthorized access, use, alteration, or disclosure. No security program can guarantee that every security incident will be prevented.

4.6 Customer Responsibilities for Data

Customer is responsible for the accuracy, quality, legality, and means of acquisition of Customer Data and for obtaining all rights, notices, permissions, and consents necessary for Datawiza to process Customer Data as contemplated by this Agreement. Customer will not direct Datawiza to process Customer Data in violation of applicable law or third-party rights.

5.1 By Datawiza

Datawiza will defend, or at its option settle, a third-party claim brought against Customer to the extent the claim alleges that Customer’s authorized use of the paid Services directly infringes a United States patent, copyright, or trademark, or misappropriates a trade secret, and Datawiza will pay damages finally awarded against Customer or amounts in a settlement approved by Datawiza, subject to Sections 5.2, 5.4, and 6.

If such a claim is brought or threatened, Datawiza may, at its option and expense: (a) obtain the right for Customer to continue using the affected Service; (b) modify the affected Service to make it non-infringing; (c) replace the affected Service with substantially similar non-infringing technology; or (d) if the foregoing are not commercially reasonable, terminate the affected Service and refund prepaid fees allocable to the unused portion of the terminated subscription term.

5.2 Exclusions

Datawiza has no obligation under Section 5.1 to the extent a claim arises from: (a) Customer Data, Customer-provided materials, or Customer specifications; (b) modification of the Services by anyone other than Datawiza; (c) use of the Services in combination with products, services, processes, or data not provided or approved by Datawiza, if the claim would not have arisen from the Services alone; (d) use outside the scope of this Agreement, an Order, or Datawiza documentation; or (e) Customer’s continued use after Datawiza provides a non-infringing replacement or notifies Customer to stop using the affected Service because of the claim.

5.3 By Customer

Customer will defend, or at its option settle, a third-party claim brought against Datawiza to the extent the claim alleges that Customer Data, Customer-provided materials, or Customer’s unlawful or unauthorized use of the Services infringes or misappropriates a third party’s rights or violates applicable law. Customer will pay damages finally awarded against Datawiza or amounts in a settlement approved by Customer, subject to Sections 5.4 and 6.

5.4 Procedure

The indemnified Party must: (a) promptly notify the indemnifying Party in writing of the claim, provided that delay relieves the indemnifying Party only to the extent materially prejudiced; (b) give the indemnifying Party sole control of the defense and settlement; and (c) provide reasonable cooperation at the indemnifying Party’s expense. The indemnified Party may participate through its own counsel at its own expense. The indemnifying Party may not settle a claim in a manner that admits wrongdoing by, imposes non-monetary obligations on, or fails to fully release the indemnified Party without the indemnified Party’s prior written consent, not to be unreasonably withheld.

5.5 Exclusive Remedy

Sections 5.1 and 5.2 state Datawiza’s entire liability and Customer’s exclusive remedy for third-party intellectual property infringement or misappropriation claims concerning the Services.

6.1 Limited Warranties and Disclaimer

Datawiza warrants that during the applicable paid subscription term: (a) the paid Services will perform materially in accordance with Datawiza’s then-current applicable documentation; (b) Datawiza will not materially reduce the core functionality of the paid Services; (c) professional services will be performed in a professional and workmanlike manner; and (d) Datawiza has the authority to enter into this Agreement and provide the rights granted under it.

Customer must notify Datawiza of a breach of the foregoing warranties within thirty (30) days after Customer discovers the breach. Datawiza’s obligation, and Customer’s exclusive remedy for breach of these warranties, is for Datawiza to use commercially reasonable efforts to correct the nonconformity or reperform the affected professional services. If Datawiza does not do so within a reasonable period, Customer may terminate the materially affected Services and receive a refund of prepaid fees allocable to the unused portion of the terminated subscription term.

EXCEPT FOR THE EXPRESS WARRANTIES IN THIS SECTION, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, DATAWIZA TECHNOLOGY, PROFESSIONAL SERVICES, AND RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” DATAWIZA AND ITS LICENSORS DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND RESULTS. DATAWIZA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ALL DEFECTS OR VULNERABILITIES WILL BE CORRECTED, THAT THE SERVICES WILL BE COMPATIBLE WITH EVERY CUSTOMER SYSTEM OR THIRD-PARTY SERVICE, OR THAT SECURITY MEASURES WILL PREVENT EVERY UNAUTHORIZED ACCESS OR SECURITY INCIDENT.

6.2 Excluded Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, TREBLE, OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, ANTICIPATED SAVINGS, OR DATA, OR FOR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY. THIS EXCLUSION DOES NOT LIMIT AMOUNTS PAYABLE TO A THIRD PARTY UNDER SECTION 5, BUT THOSE AMOUNTS REMAIN SUBJECT TO THE APPLICABLE LIABILITY CAP.

6.3 Liability Caps

EXCEPT AS PROVIDED BELOW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER FOR THE AFFECTED SERVICES UNDER THE APPLICABLE ORDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. IF THE FIRST EVENT OCCURS BEFORE TWELVE (12) MONTHS HAVE ELAPSED, THE CAP WILL BE THE FEES PAID OR PAYABLE FOR THE FIRST TWELVE (12) MONTHS OF THE APPLICABLE ORDER.

EACH PARTY’S TOTAL AGGREGATE LIABILITY FOR (A) BREACH OF SECTION 4.1 OR 4.2 AND (B) ITS INDEMNIFICATION OBLIGATIONS UNDER SECTION 5 WILL NOT EXCEED TWO (2) TIMES THE CAP CALCULATED IN THE PRECEDING PARAGRAPH.

THE LIABILITY CAPS DO NOT APPLY TO: (A) CUSTOMER’S PAYMENT OBLIGATIONS; (B) A PARTY’S FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, AS FINALLY DETERMINED BY A COURT OR ARBITRATOR; OR (C) LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.

The limitations in this Section apply to all causes of action and theories of liability, in the aggregate, and notwithstanding the failure of the essential purpose of any limited remedy. The Parties agree that the fees reflect this allocation of risk.

7.1 Assignment

Neither Party may assign this Agreement or an Order without the other Party’s prior written consent, except that either Party may assign this Agreement and applicable Orders without consent to an affiliate or in connection with a merger, reorganization, change of control, or sale of all or substantially all assets or business to which this Agreement relates, provided the assignee assumes the assigning Party’s obligations. Any prohibited assignment is void.

7.2 Force Majeure

Except for payment obligations, neither Party will be liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, labor disputes, governmental actions, utility or telecommunications failures, internet or cloud-provider failures, epidemics, pandemics, or widespread cyberattacks. The affected Party will use commercially reasonable efforts to mitigate the impact and resume performance.

7.3 Governing Law and Arbitration

This Agreement is governed by the laws of the State of California, without regard to conflict-of-laws rules. Any dispute, controversy, or claim arising out of or relating to this Agreement, including its formation, interpretation, breach, termination, or enforceability, will be finally resolved by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures in effect when the arbitration begins.

The arbitration will be conducted by one neutral arbitrator. The seat and venue will be San Jose, California, the proceedings will be conducted in English, and the Federal Arbitration Act will govern the arbitration agreement. The arbitrator may award any remedy available at law or in equity consistent with this Agreement, but may not consolidate claims of different parties or conduct class, collective, or representative proceedings without the written consent of all Parties. Judgment on the award may be entered in any court of competent jurisdiction.

Either Party may seek temporary, preliminary, or emergency injunctive relief in the state or federal courts located in Santa Clara County, California to protect Confidential Information or intellectual property or to preserve the status quo pending arbitration, and each Party consents to those courts for that limited purpose.

7.4 Order of Precedence

If documents conflict: (a) the applicable Order controls for transaction-specific business terms, including the Services, Usage Limits, fees, subscription term, implementation scope, and any provision that expressly identifies the section of this Agreement being overridden and states the Parties’ intent to override it; (b) an SLA expressly incorporated into the applicable Order controls solely with respect to support and service-level commitments; and (c) this Agreement controls in all other respects.

If the Parties have executed a separate written master agreement governing the applicable Services, that separate written agreement controls. Customer purchase-order terms do not apply.

7.5 Online Versions and Amendments

Datawiza may publish updated versions of this Agreement. The version identified in an Order will continue to govern that Order during its then-current subscription term and will not be changed merely because Datawiza publishes a later version. A later version applies only to: (a) a new Order that references that version; (b) a renewal Order or other renewal acceptance that expressly references that version; or (c) an existing Order if Customer affirmatively accepts the later version.

Any other amendment must be in a writing or electronic record accepted by authorized representatives of both Parties. A waiver must be in writing and signed by the waiving Party. A waiver on one occasion is not a waiver on another occasion.

7.6 Notices

Notices of material breach, termination, indemnification claims, or legal process must be in writing. Notices to Datawiza must be delivered to Datawiza Technologies Inc., Attn: Legal, 51 E. Campbell Ave., Suite 500H, Campbell, California 95008 USA, with a copy by email to contact@datawiza.com. Notices to Customer must be delivered to the mailing or email address stated in Customer’s most recent Order.

Notices may be delivered by personal delivery, nationally recognized overnight courier, certified or registered mail, or email with confirmation of receipt. Operational notices, support communications, and routine account notices may be delivered electronically to Customer’s designated contacts.

7.7 Miscellaneous

This Agreement, together with each applicable Order and any SLA expressly incorporated into that Order, is the complete agreement between the Parties concerning the Services and supersedes prior or contemporaneous proposals, discussions, representations, and agreements concerning the Services.

If a provision is held invalid or unenforceable, it will be enforced to the maximum extent permitted and modified only to the minimum extent necessary, and the remaining provisions will remain in effect. The Parties are independent contractors, and this Agreement does not create a partnership, joint venture, fiduciary, employment, or agency relationship. Neither Party may bind the other. Each Party will comply with laws applicable to its performance under this Agreement. Customer is responsible for determining whether the Services satisfy laws, regulations, and internal requirements applicable to Customer’s business, systems, users, and intended use, except to the extent an Order or other writing signed by both Parties expressly assigns a compliance obligation to Datawiza. Customer will comply with applicable United States export-control and economic-sanctions laws in its use of the Services.

Headings are for convenience only. “Including” means “including without limitation.” This Agreement may be accepted through electronic signature, click-through acceptance, express email acceptance, or another electronic process that reasonably demonstrates assent. Electronic signatures and acceptance records are binding to the same extent as originals. The English-language version of this Agreement controls.

Datawiza Technologies Inc.

51 E. Campbell Ave., Suite 500-H

Campbell, California 95008 USA

contact@datawiza.com