Master Subscription Agreement

Last updated JUNE 28, 2025

THIS MASTER SUBSCRIPTION AGREEMENT (the “Agreement”) takes effect as of the date (the "Effective Date") any customer ("Customer") enters into an Order (as defined below) with Single Thread Solutions, Inc., a Delaware corporation (“SFIS”), with offices located at 1777 Yosemite Ave, #235 San Francisco, CA 94124.

WHEREAS Customer desires to enter into a Subscription Agreement whereby Customer will have access to certain services and SFIS software on the terms and conditions herein.

AND WHEREAS, this Agreement contains terms and conditions that govern the Customer’s purchase and use of the Services (as defined below) and is a contract between SFIS and you or the entity or organization that you represent. This Agreement takes effect when Customer enters into an Order (as defined below) with SFIS (the “Effective Date”). The terms of this Agreement will become immediately effective and binding on the Customer when they enter into an Order, irrespective of whether they ever independently sign this Agreement, as any use of the Services made by the Customer as well as all Orders will automatically incorporate by reference the terms of this Agreement.

AND WHEREAS, to the extent any Customer is an individual using the Services for their own purposes: (1) all references to “Customer” are to the Customer, and (2) Customer represents that they are authorized and have the legal authority to enter into this Agreement.

If the Customer is using the Services on behalf of an entity or organization: (1) all references to “Customer” are to that entity or organization, and (2) by signing an Order or otherwise using the Services, the Customer represents that they are authorized and have the legal authority to enter into this Agreement on behalf of any customer using the Services.

NOW, THEREFORE, in consideration of the promises and the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Application, Access and Use

1.1. Use of the Services.

Subject to the terms of the applicable Order and this Agreement (the “Conditions”), SFIS hereby grants to Customer the right to access and use the Services in accordance with the Documentation during the Order Term for Customer’s Environment. Customer acknowledges that use of the Services by Customer for the benefit of third parties requires Customer’s acceptance into and participation in the SFIS Partner Network and will be subject to the terms available therein for the applicable partner program. For clarity, this limitation does not prevent Customer from sharing reports containing Customer Data that have been generated by the Services with individuals or entities outside of its organization. These Conditions shall govern the relationship between SFIS and the Customer, and shall prevail over any terms or conditions (whether or not inconsistent with these Conditions) contained or referred to in any correspondence, order, proposal, documentation submitted by the Customer, SFIS or elsewhere or implied by custom, practice or course of dealing. If (and to the extent that) the provisions of these Conditions and a separate project summary mutually agreed to between the parties which specifically references and supersedes any part of the Conditions (a Project Summary”) conflict or are inconsistent, they shall prevail and control in the following order; (1) The Project Summary (solely with respect to the schedule, fee amounts, and identification of the Deliverables) and (2) these Conditions.

1.2. Incorporation of Services.

As between the Parties, Customer controls Customer’s Environment and its individual components (each, a “Customer Component”) and Customer is solely responsible for choosing, integrating, activating, deactivating, and setting up the connections between the Customer Components and the Services (the “Connections”) and configuring the Services, including with respect to how they interoperate with the Customer Components. By connecting a Customer Component with the Services, Customer hereby grants SFIS the right, and is expressly instructing SFIS, to access and interoperate with that Customer Component for the sole purpose of providing and supporting the Services. Customer is responsible for ensuring that the access, use, and interoperation of Customer Components with the Services complies with all terms, policies and licenses applicable to the Customer Components and associated data and the Connections (collectively, “Customer Component Terms”).

1.3. Data.

Through Customer’s setup and use of the Services, Customer has control over the types and amounts of data from Customer’s Environment that are submitted to the Services or that are otherwise uploaded to the Services (collectively, but excluding Account Data, “Customer Data”). By submitting Customer Data to the Services, Customer hereby grants to SFIS, its Affiliates, and contractors the right, and is expressly instructing SFIS, its Affiliates, and contractors, to Process Customer Data in order to provide and support the Services as described in the Documentation, this Agreement, and the Data Processing Addendum. SFIS agrees that it will be liable for the authorized actions and omissions of its Affiliates and contractors undertaken in connection with SFIS’s performance under this Agreement to the same extent that SFIS would be liable if performing the Services directly. Customer authorizes SFIS to use information about Customer’s setup and use of the Services (“Usage Data”), Customer Data and Account Data to: (a) manage Customer’s account, including to calculate Fees (as defined in Section 5.1) and usage towards quotas and limits; (b) provide and improve the Services and Support (as defined in Section 3); and (c) provide insights, service and feature announcements, and other reporting. Customer agrees that SFIS may use aggregated or anonymized Customer Data and Usage Data for any legitimate business purpose during or after the term of this Agreement, including without limitation to develop and improve SFIS products and services and to create and distribute insights, reports and other materials, subject to SFIS compliance with Section 1.5. SFIS’s Processing of Usage Data and Customer Data shall at all times be subject to SFIS’s obligations under this Agreement, including those of security under Section 4.1 and confidentiality under Section 7; the Data Processing Addendum (as defined in Section 22), if applicable; and, with respect to Account Data, the Privacy Policy.

1.4. Limited Grant of Intellectual and other Property Rights.

As between the Parties: (a) Customer owns all right, title and interest in and to Customer’s Environment and Customer Data, including in each case all associated Intellectual Property Rights, and (b) SFIS owns all right, title and interest in and to the Services, Documentation, SFIS Operations Data, and Feedback including in each case all associated Intellectual Property Rights and any developments with respect to its Services provided by SFIS based on the use of aggregated or anonymized Customer Data and Usage Data as otherwise set forth in Section 1.3, subject to Section 1.5. Both Parties have the right to make use of Threat Actor Data for the purpose of neutralizing the threat, including for third parties. Except for the rights expressly granted by one Party to the other in this Agreement, the granting Party reserves all rights. All rights granted by each Party to the other under this Section 1 are limited, nonexclusive and, except as otherwise provided in this Agreement, non-transferable.

2. Availability

SFIS commits to make the Services Available at least 99.0% of the time, exclusive of any time the Services are not Available as a result of one or more Exceptions (the “Availability Standard”). If the actual Availability of the applicable Core Service is less than the Availability Standard in any two consecutive months, Customer may terminate the applicable Order commitments for such Core Service in the calendar month following such two-month period upon written notice to SFIS. In the event of such termination, SFIS will issue a Pro-Rated Refund (as defined in Section 11.4) for such Core Service.

3. Support

During the Order Term, SFIS will provide support to Authorized Users as mutually agreed and set forth in the applicable Order (“Support”). Without limiting any of Customer’s remedies under this Agreement in connection with the Services themselves, Customer’s sole and exclusive remedy for any alleged failure by SFIS to provide Support on a timely basis with reasonable skill and care and shall be re-performance of the obligated Support.

4. Security and Privacy

Both parties acknowledge and agree that in light of the nature, purpose, and risks of Processing Personal Data in connection with the Services, they will comply with the security and privacy terms set forth herein.

4.1. Security.

SFIS will implement and maintain reasonable technical and organizational measures consistent with industry standards to protect Customer Data and Account Data from accidental loss and from unauthorized access, use, alteration, or disclosure (the “Security Measures”). Customer shall be responsible for properly configuring the Services in accordance with the Documentation, enabling single sign-on for Customer’s accounts, and securing access passwords, keys, tokens or other credentials used by Customer in connection with the Services (collectively, “Customer Credentials”). Customer agrees to use reasonable efforts to prevent unauthorized access or use of the Services and to promptly notify SFIS if at any time Customer believes (a) any Customer Credentials have been lost, stolen, compromised, or made available to an unauthorized third party or (b) an unauthorized third party has accessed the Services or Customer Data.

4.2. Privacy.

The Parties agree to comply with the Data Processing Addendum as amended, which is incorporated into this Agreement. Customer agrees that it will only forward or otherwise make available to SFIS that Personal Data necessary for Customer to access and make use of the Services subject to and in compliance with all applicable Data Protection Laws given the nature of the Personal Data and the specifics of the Services and the terms of this Agreement. Except as may otherwise be expressly provided in applicable in the Documentation, or otherwise agreed by the Parties in writing, Customer shall not use the Services to Process any Sensitive Information and shall use reasonable efforts to restrict the inclusion of other Personal Data in Customer Data, including by applying filters, masking, and other tools and configurations described in the Documentation, including at https://docs.sfis.io/data-security/.

5. Pricing and Fees

5.1. Payment for Services.

Except as provided in Section 5.2 with respect to good faith disputes, Customer agrees to pay all fees charged by SFIS for Customer’s use of Services in accordance with this Agreement and applicable Order(s) and Service Plan(s) (collectively, “Fees”). Except as otherwise provided in an Order or some other written agreement between the Parties, (a) the Fees, payable in US dollars, for both minimum and additional Services will be at SFIS’s then current rates unless otherwise set forth on the Order (b) Customer will pay the first month Fee for Services upon execution of the Order and SFIS will issue monthly invoices thereafter which will state the monthly minimum Service fee for the upcoming month and any excess Fees due for additional Services and/or excess usage for any concluded prior month. By way of example, during the first month Services are rendered, SFIS will issue an invoice for the next month of basic Services, and any invoice issued after the end of the first month, will also include any applicable Fee for additional Services, amounts charged by the SFIS Partner Network, and/or excess usage for the prior completed month; (c) all invoices will be due and payable upon the later of twenty days of date of invoice or the last day of the month in which the invoice was issued; and (d) Fees for Services include standard Support, as set forth in the Order, at no additional charge. The criteria for calculating usage vary by Service type and feature as specified in the applicable Service Plan as set forth in the Order. Should any payment not be paid within ten (10) days of its due date, or should more than one payment be late during any six (6) month period, all future invoices will be due and payable upon ten (10) days of receipt.

5.2. Payment Disputes.

Customer must assert any good faith dispute with regard to Fees in writing within 15 days of receipt of the invoice giving rise to the dispute. Except in the event of a good faith dispute, if Customer fails to make payment when due, without limiting SFIS’s other rights and remedies: (a) SFIS may charge interest on the past due amount at the lesser of rate of 1.0% per month or the maximum rate permitted under Applicable Law; and (b); if such failure continues for ten (10) days or more, SFIS may suspend Customer’s and its Authorized Users’ access to the Services until such amounts are paid in full. SFIS will not exercise its suspension or termination rights or apply interest on late Fees if Customer disputes the applicable charges on a timely basis, reasonably and in good faith, and provides reasonable cooperation to resolve the dispute. More specifically, to avoid suspension or termination, any good faith dispute will require the Customer to deliver to SFIS in writing on or before any payment date the reasons for the dispute and what the Customer reasonably expects from SFIS to resolve the dispute.

5.3. Payment Methods.

If Customer is paying Fees using an approved credit card or any digital payment method supported by SFIS, Customer authorizes SFIS to charge Customer’s account for the Services using that payment method. Customer must keep all information in its billing account current to ensure that all Fees are charged to the appropriate account and are paid timely. If Customer notifies SFIS to stop using a previously designated payment method and fails to designate an alternative, SFIS may immediately suspend use and access to the Services. Any notice from Customer changing its billing account will not affect charges SFIS submits to Customer’s billing account before SFIS can reasonably act on Customer’s request. SFIS uses a third-party intermediary to manage credit card processing, and this intermediary is not permitted to use Customer’s credit card information except in connection with Customer’s authorized purchases. Notice (including email) from SFIS’s third-party credit card processor declining Customer’s credit card or otherwise relating to Customer’s account will be deemed valid notice of default from SFIS pursuant to Section 11.2. To the extent Customer’s use of any credit card for purposes of payment results in SFIS receiving less than the full amount of its applicable invoice, SFIS may charge Customer for the amount of that reduced payment.

5.4. Taxes.

All Fees are exclusive of taxes, levies, duties or charges imposed by government authorities (collectively, “Taxes”). Except for Taxes on SFIS’s income, revenues, gross receipts, personnel or assets, Customer shall be solely responsible for all sales, service, value-added, use, excise, consumption and any other Taxes on amounts payable by Customer under the Orders and this Agreement. Without limiting the foregoing, if Customer is required to deduct or withhold any Taxes under Applicable Laws outside the United States, Customer is responsible for remitting such Taxes in a timely manner and in accordance with those Applicable Laws and Customer agrees not to offset any Fees payable to SFIS for any such remittances.

6. Order Renewal

6.1. Auto-Renewal.

Unless otherwise stated in the applicable Order, and absent either Party electing a non-renewal action as described in Section 6.3, Orders will automatically renew as a new Order for additional periods of the same duration as the expiring Order Term (each, a “Renewal Order Term”). For Orders that have a 12-month or longer duration, SFIS will give Customer Administrator notice of any auto renewal by email on or around 30 days prior to the start of the Renewal Order Term. Such notice will include notice of pricing adjustments, if any, pursuant to Section 6.2 below. For Orders that have a duration of less than 12-months, SFIS will give Customer Administrator notice by email on or around 15 days prior to the start of the Renewal Order Term solely in connection with pricing adjustments (as described in Section 6.2) or other Order changes. Failure of Customer to take a non-renewal action in a timely manner in response to any notice shall be deemed to constitute a binding consent to the renewal term and applicable fee increase.

6.2. Auto-Renewal Pricing Adjustments.

In connection with any auto-renewal for Orders, SFIS may increase the pricing in effect at the end of the applicable Order Term for the Services as set forth in the prior notice of Auto Renewal set forth in Section 6.1. Unless explicitly provided otherwise on the applicable Order: (i) credits do not renew and promotional or one-time pricing for any Services under the Order will not be extended to any renewal; (ii) any renewal for Orders that have a duration of less than 12-months will be renewed at the same length as the original term subject to re-pricing; and (iii) any changes to any pre-existing Order where Customer seeks a reduction or increase in the subscription quantity and/or the Order Term will result in re-pricing by SFIS at the effective date of the change in the scope of the existing Order.

6.3. Non-Renewal Action.

If Customer does not want to auto-renew, Customer must submit a request to their SFIS Customer Success Manager at least 15 days before the expiration of the then current Order Term. If Customer does not want to continue to use SFIS Services following the expiration of the pending Order Term, Customer can prevent incurring further expenses by submitting a Support request for disablement of Customer’s account including the desired disablement date. If Customer continues to use the Services following expiration of the then current Order Term (other than as permitted under Section 11.5) without a new Order in place, such Services will be subject to SFIS’s then current standard terms and pricing. No such continued use permitted beyond expiration of an Order shall be construed to extend the Order Term nor preclude SFIS from suspending or terminating Customer’s access to the Services at any time following expiration of the Order. SFIS reserves the right to provide notice of non-renewal 15 days before the end of any Order Term as well as any time after expiration of an Order Term upon ten (10) days’ written notice, absent some other understanding being reached between the parties, memorialized in writing.

7. Confidentiality

7.1. Confidential Information.

“Confidential Information” means any information disclosed by one Party, its Affiliates, business partners or their respective employees, agents or contractors (collectively, the “Disclosing Party”) that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information includes, but is not limited to: (a) Customer Data; (b) either Discloser’s Intellectual Property and other Property rights as set forth herein, as well as any other information relating to the Disclosing Party’s or its Affiliates’ technology, customers, business plans, promotional and marketing activities, finances, pricing, and other business affairs; and (c) any third-party information that the Disclosing Party is obligated to keep confidential. Confidential Information will not include, however, any information that the Receiving Party can establish: (i) was previously known to the Party that receives any Confidential Information (the “Recipient”) without restriction as to use or disclosure; (ii) is independently developed by the Recipient without reference to or use of the Discloser’s Confidential Information; (iii) is acquired by the Recipient from another source whose legal possession is without restriction as to use or disclosure ; (iv) is or becomes publicly available through no improper action of the Recipient; or (v) is required by law to be disclosed by the receiving Party, provided that the receiving Party gives the disclosing Party prompt written notice of such requirement prior to such disclosure, unless legally prohibited from doing so, and, to the extent requested, provides reasonable assistance in obtaining an order protecting the information from public disclosure.

7.2. Restrictions on Use and Disclosure.

The Parties agree to forever keep secret, confidential, inviolate and never disclose to others, publish, disseminate, or divulge the Discloser’s Confidential Information in any manner or for any purpose except as necessary for SFIS to perform the Services in accordance with the terms of this Agreement, or as otherwise permitted in Section 1. The Recipient shall use at least the same degree of care that it uses to protect its own similar confidential information (but not less than reasonable care) to: (a) use the Discloser’s Confidential Information only as permitted under this Agreement, unless Discloser has provided prior written consent for other uses, and (b) only disclose the Discloser’s Confidential Information to Recipient’s, or its Affiliates’, employees, partners, contractors (including legal counsel and accountants), and service providers (“Representatives”) who (i) are bound by non-use and non-disclosure obligations at least as protective as those contained in this Agreement and (ii) have a need to know the Confidential Information for the Recipient to exercise its rights or perform its obligations under this Agreement. In the event of any breach or threatened breach by the Recipient of its obligations under this Section 7.2, the Discloser will be entitled to seek injunctive and other equitable relief in any court of competent jurisdiction to enforce such obligations. Recipient shall be responsible for any breach of these obligations by its Representatives to the same extent it is responsible for its own breaches. The Parties also agree to take all action reasonably necessary and satisfactory to protect the confidentiality of the Discloser’s Confidential Information including, without limitation, requiring its employees and service providers (if any) to enter into an agreement containing terms and restrictions similar to those set forth in this Agreement, and implementing and enforcing operating procedures to minimize the possibility of unauthorized use or copying of the Customer Confidential Information.

7.3 No Rights Granted.

Except as described and permitted in Section 1, nothing in this Agreement shall be construed as granting any rights under any patent, copyright or other Intellectual Property Rights of Discloser, nor shall this Agreement grant Recipient any rights in or to Discloser’s Confidential Information other than the limited rights to perform the purpose of this Agreement (as described in Section 1) and any related Orders.

8. Customer Responsibilities and Restrictions

8.1. Customer Responsibilities.

Customer will be solely responsible for: (a) Customer’s Environment, including as necessary to enable Authorized Users’ access and use of the Services; (b) Account Data, Customer Data and Customer Credentials (including activities conducted with Customer Credentials), subject to SFIS’s obligations under this Agreement; (c) providing any required notices to, and receiving any required consents and authorizations from, Customer Component providers, Authorized Users and persons whose Personal Data may be included in Account Data, Customer Data or Customer Credentials; and (d) ensuring use of the Services is only for Customer’s Environment and in accordance with the Documentation and applicable Customer Component Terms.

8.2. Customer Restrictions.

No provision of this Agreement includes the right to, and Customer shall not, directly or indirectly: (a) enable any person or entity other than Authorized Users to access and use the Services; (b) attempt to gain unauthorized access to any Service or its related systems or networks; (c) use any Service to access SFIS Intellectual Property Rights except as permitted under this Agreement; (d) modify, copy or create any derivative work based upon a Service or any portion, feature or function of a Service; (e) resell, distribute or otherwise make available any Service to any third party, including as part of a managed services offering; (f) except to the extent limited by Applicable Law, reverse engineer, disassemble or decompile all or any portion of, or attempt to access, discover or recreate the source code for, the Services; (g) access or use the Services or Documentation for the purpose of competing (or enabling others to compete) with SFIS, including: copying ideas, features, functions or graphics, developing competing products or services, or performing competitive analyses; (h) remove, obscure or alter any proprietary notice related to the Services; (i) use the Services to send or store Malicious Code; (j) use or permit others to use the Services in violation of any applicable laws; or (k) use or permit others to use the Services other than for Customer’s operations and as described in the applicable Order, Documentation and this Agreement.

8.3. SFIS Remedies.

In the event SFIS reasonably believes a violation of Section 8.2 has occurred, in addition to any other remedies available at law or in equity (including termination pursuant to Section 11.2), SFIS will have the right to investigate the suspected violation and suspend the Services, including, but not limited to, any individually identified Authorized User(s) who are suspected of the violation from accessing the Services for so long as is reasonably necessary to address the potential violation. SFIS will notify Customer in writing of any suspected breach of Section 8.2 any such suspension (each, a “Suspension Notice”) and work with Customer in good faith to resolve the potential violation. Such Suspension Notice will be provided in advance, unless SFIS reasonably believes the suspected violation creates an urgent or emergency situation where a failure to take immediate action may put SFIS, Customer, or other SFIS customers at risk of imminent harm. For clarity, SFIS reserves the right, but does not assume any obligation to Customer to take any of the actions described in this Section 8.3.

9. Warranty and Disclaimers

9.1. SFIS Warranties.

SFIS warrants that, absent a written agreement signed by both SFIS and the Customer that provides otherwise, during the applicable Order Term: (a) SFIS will not materially decrease the overall security of the Services; (b) the Services will perform in accordance with the Documentation in all material respects; and (c) SFIS will not materially decrease the overall functionality of the Services without providing prior knowledge to the Customer. SFIS further represents that upon execution of any Order it has no actual knowledge of any of the Services infringing on any third party intellectual property rights.

9.2. NO IMPLIED WARRANTIES.

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY OR GUARANTEE OF ANY KIND, WHETHER IMPLIED, STATUTORY, OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

9.3. AS-IS.

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ALL SERVICES, SUPPORT AND ANY OTHER MATERIAL ARE PROVIDED BY SFIS ON AN “AS IS” AND “AS AVAILABLE” BASIS. SFIS MAKES NO REPRESENTATION OR WARRANTY, AND HAS NO SUPPORT OBLIGATIONS OR LIABILITY, EXCEPT WITH RESPECT TO THE SERVICES AND SOLELY TO THE EXTENT SET FORTH UNDER THIS AGREEMENT. WITHOUT LIMITING THE OTHER PROVISIONS OF THIS SECTION 9, SFIS MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, DOCUMENTATION, OR ANY OTHER MATERIAL, OR RESULTS OF THE USE THEREOF, WILL: (a) MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS; (b) OPERATE WITHOUT INTERRUPTION; (c) ACHIEVE ANY INTENDED RESULT; (d) BE ERROR FREE OR (e) BE COMPATIBLE, WORK WITH OR CONTINUE TO WORK WITH CUSTOMER COMPONENTS. ANY CHANGES TO CUSTOMER ENVIRONMENT, CUSTOMER COMPONENTS, OR CONNECTIONS (INCLUDING THEIR UNAVAILABILITY) OR CUSTOMER COMPONENT TERMS DURING AN ORDER TERM DO NOT AFFECT CUSTOMER’S OBLIGATIONS UNDER THE APPLICABLE ORDER OR THIS AGREEMENT.

10. Compliance with Applicable Laws

Each Party agrees to comply with all Applicable Laws with respect to its performance of its obligations in the jurisdiction they are being performed and exercise of its rights under this Agreement. Without limiting the foregoing:

10.1. Anti-Bribery and Anti-Corruption.

Each Party shall comply with Applicable Laws concerning anti-bribery and anti-corruption, which may include the U.S. Foreign Corrupt Practices Act of 1977 and the UK Bribery Act 2010. As of the Effective Date and the date of each Order, each Party represents that it has neither received nor been offered any illegal or improper bribe, kickback, payment, gift or thing of value from any employee, agent or representative of the other Party or its Affiliates in connection with this Agreement. Each Party agrees to promptly notify the other Party if it learns of any violation of the foregoing. This representation is not intended to include customary and reasonable gifts and entertainment provided in the ordinary course of business, to the extent Applicable Law permits such gifts and entertainment.

10.2. Export Controls and Economic Sanctions.

(a) Export.

Each Party shall comply with the U.S. Export Administration Regulations, the International Traffic in Arms Regulations, the sanctions regulations administered by the Office of Foreign Assets Control, and any other applicable export laws, restrictions, and regulations (collectively, “Export Controls”) to ensure that no software, Services or technology or technical data related thereto in its custody or control are (a) exported, re-exported, or transferred in-country directly or indirectly in violation of Export Controls or (b) used by any person and/or for any purposes prohibited by Export Controls. Customer agrees not to include any technology or technical data (with the exception of technology designated EAR99 on the Commerce Control List of the Export Administration Regulations) subject to Export Control restrictions in the Customer Data. Compliance with this Section 10.2(a) may require a Party to obtain one or more export licenses or other required approvals depending on factors such as the destination, end-users, and end-uses.

(b) Sanctions.

Neither Party will, directly or indirectly, deliver SFIS software, Services, technology, or technical data related thereto to (i) an individual, entity, country, or region identified on the Consolidated Screening List, available at https://www.trade.gov/consolidated-screening-list, (ii) an individual or entity in Russia or Belarus ((i) and (ii) collectively, “Sanctions Target”), or (iii) to any party that is 50% owned by one or more Sanctions Target. Each Party represents that (a) it is not a Sanctions Target; and (b) it is not otherwise prohibited (based on 50% ownership, location for operations or use or other legally relevant factors) from providing or receiving Services, as applicable, without a license or other approval under Export Controls.

11. Term and Termination

11.1. Term.

The term of this Agreement will be set forth in the Order, subject to modification as mutually agreed to in writing or as otherwise set forth herein.

11.2. Termination for Cause.

SFIS may suspend services on any Order upon written notice to Customer if Customer fails to pay any amount due under the Order that is not disputed in good faith in accordance with Section 5.2, and such failure continues more than ten (10) days after SFIS’s delivery of written notice. Either Party may terminate all Orders and this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach remains uncured 30 days after the non-breaching Party provides the breaching Party with written notice of such breach. No notice to cure period will be required for those breaches not subject to cure. In addition, either Party may terminate all Orders and this Agreement, effective on written notice to the other Party, in the event that the other Party (i) becomes insolvent, enters into bankruptcy or any similar financial reorganization or legally binds itself to any such reorganization or (ii) makes any assignment of its rights or assets for the benefit of its creditors.

11.3. Effect of Termination.

Upon expiration or earlier termination of an Order: (a) subject to Section 11.5, all rights granted to Customer with respect to Services under such Order will terminate effective as of the effective date of termination; (b) subject to Section 11.5, SFIS will have no obligation to provide the applicable Services to Customer or Authorized Users after the effective date of the termination; and (c) subject to Section 5.2 (Payment Disputes), the Parties will make any payments required under Section 11.4. Nothing contained herein shall preclude SFIS from exercising its remedies upon default as otherwise set forth in Section 5.2.

11.4. Payments at Termination.

If an Order is terminated early by Customer for Cause pursuant to Section 2 or 11.2, or by SFIS without Cause: (a) Customer shall not be obligated to pay any amounts specified in the Order for Services not yet provided and (b) SFIS will refund to Customer a pro rata share of any unused amounts prepaid by Customer under the applicable Order for the Services (a “Pro-Rated Refund”). In all other cases, and regardless of whether Customer uses the Services at the levels reflected in the Orders or otherwise, Customer will not be entitled to a refund of Fees paid and any obligation to pay Fees for the full term of the Order(s),and any Fees accrued beyond any committed Fees based on Customer’s use of the Services prior to termination will become immediately due and payable.

11.5. Post-Termination.

Customer Data post-termination will be deleted in the ordinary course, but will not be retained for any substantial period beyond the applicable Service Plan retention period. Customer may request earlier deletion of Customer Data by submitting an organization deletion request to support@sfis.io. To the extent Customer requests SFIS’s assistance in the return of Customer Data, upon the request of SFIS, Customer will pay SFIS in advance for any out of pocket expenses which will be incurred in providing said assistance.

11.6. Survival.

The provisions set forth in the following Sections, and any other right or obligation of the Parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement: 1.3 (Data), 1.5 (Right to Use Anonymized and Aggregated Customer Data),5 (Pricing and Fees), 7 (Confidentiality), 8.2 (Customer Restrictions), 11 (Term and Termination), 12 (Indemnification), 13 (Limitations of Liability), 15 (Notices), 20 (Governing Law; Venue), and 21 (Miscellaneous).

12. Indemnification

12.1. Party Indemnification Obligations.

12.1.1 By SFIS:

Subject to the limitations otherwise set forth in this Agreement, SFIS agrees to indemnify and hold harmless Customer, its officers, directors, employees and agents, (each of the foregoing being hereinafter referred to individually as “Customer Indemnified Party”) against all fines, penalties, judgments, or other liability including attorneys' fees (except to the extent such liability is the fault of the Customer Indemnified Party or third parties) which are final and not subject to appeal directly caused by SFIS’s breach of warranty, gross negligence, SFIS’s unauthorized use of the Customer’s Confidential Information, SFIS’s actual infringement of a third party’s Intellectual Property Rights (an “Infringement Claim”) or SFIS’s intentional misconduct in providing the Services. If the Services become, or in SFIS’s opinion are likely to become, the subject of a proper Infringement Claim, SFIS may in its discretion and at its own expense: (a) obtain for Customer the right to continue using the Services; (b) modify the Services so that they no longer infringe or misappropriate, with no material decrease in functionality; or, if neither (a) or (b) are commercially reasonable, and/or (c) terminate the Order solely with respect to the specific Services affected and issue a Pro-Rated Refund for amounts connected to the affected Services.

SFIS will have no obligation to indemnify Customer Indemnitees for any indemnification claim to the extent an Action arises from any of the following (collectively, “Customer-Controlled Matters”): (i) Customer’s Environment; (ii) Account Data, Customer Data or Customer Credentials (including activities conducted with Customer Credentials), subject to SFIS’s processing obligations under this Agreement; or (iii) use of the Services by Customer or an Authorized User in a manner beyond what is authorized in an Order, Service Plan or this Agreement.

SFIS’S OBLIGATIONS IN SECTIONS 12.1 STATE CUSTOMER’S EXCLUSIVE REMEDIES AND SFIS’S ENTIRE LIABILITY FOR ANY INDEMNIFICATION CLAIM. SFIS shall have no indemnification obligation for any third party claims based on the Customer’s use of any SFIS work product generated by SFIS in performing the Services (“SFIS Work Product”) in a manner not originally disclosed to SFIS prior to performing the Services if the originally disclosed use would not have provided a basis for the third party claim being made.

SFIS’s obligation to indemnify any Customer Indemnified Party will survive the expiration or termination of this Agreement by either party for any reason, but will expire two years after the completion or earlier termination of the Order on which any claim is based. Absent gross negligence, intentional misconduct, or fraud, in no event shall any SFIS indemnification obligation exceed the greater of the amount actually paid or due and payable to SFIS over the twelve-month period prior to the event causing the claim for indemnification or SFIS’s actual insurance coverage for said claim.

12.1.2 By Customer:

Subject to the limitations otherwise set forth in this Agreement, Customer agrees to indemnify and hold harmless SFIS, its officers, directors, shareholders, subsidiaries, affiliates, employees, subcontractors, consultants, and agents, (each of the foregoing being hereinafter referred to individually as “SFIS Indemnified Party”) against all claims, demands, causes of action, fines, penalties, actions, judgments, or other liability including attorneys' fees arising out of, resulting from any third party claims involving the Services performed on behalf of the Customer unless SFIS is obligated to indemnify the Customer with respect to such claims pursuant to Section 12 1.1. of this Agreement. Customer’s obligation to indemnify any SFIS Indemnified Party will survive the expiration or termination of this Agreement by either party for any reason.

12.2 Indemnification Procedure.

The indemnity rights set forth in this Section 12 are conditional on the following: (a) the party seeking indemnity (each as “Indemnified Party”) shall provide prompt written notice of any claim as to which indemnity is sought to the party from whom indemnity is sought (the “Indemnifying Party”), provided, however, that failure to give such notice shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that it is materially prejudiced thereby; (b) all Parties shall reasonably cooperate with the Indemnifying Party and any Indemnifying Party in the defense and settlement of the underlying claim; and (c) the Indemnifying Party shall have the option, but not the obligation, to assume full and exclusive authority to defend or settle the underlying claim, provided that the Indemnifying Party shall not enter into any settlement that includes an admission of liability by, or injunction against, any Indemnified Party, or a payment or performance obligation not satisfied in full by the Indemnifying Party, without the prior written consent of such Indemnified Party, such consent not to be unreasonably withheld or delayed, and provided further that each Indemnified Party shall have the right to participate in such claim with counsel of its own selection at its own expense.

13. Limitations of Liabilities

13.1. EXCLUSIONS AND LIMITATIONS.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT AS OTHERWISE PROVIDED IN SECTION 13.2: (A) IN NO EVENT SHALL EITHER PARTY, ITS AFFILIATES OR THEIR EMPLOYEES, AGENTS, CONTRACTORS, OFFICERS OR DIRECTORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR FOR DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR RELATING TO THIS AGREEMENT; (B) IN NO EVENT SHALL SFIS, ITS AFFILIATES OR THEIR EMPLOYEES, AGENTS, CONTRACTORS, OFFICERS OR DIRECTORS BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH THE CUSTOMER’S INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY PERMITTED TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER’S USE OF OR ACCESS TO THE SERVICES; OR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES; AND (C) IN NO EVENT SHALL SFIS’S CUMULATIVE AND AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE FEES PAID TO SFIS BY OR ON BEHALF OF CUSTOMER FOR THE SERVICES GIVING RISE TO THE LIABILITY UNDER THE APPLICABLE ORDER(S), INCLUDING PRIOR ORDERS FOR THE SAME SERVICES, IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF THE NON-BREACHING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE PROVISIONS OF THIS SECTION 13 ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THE EXCLUSIONS IN DETERMINING TO ENTER INTO THIS AGREEMENT AND THE PRICING FOR THE SERVICES.

13.2. Exceptions.

The exclusions and limitations in 13.1 shall not apply to: (i) a Party’s gross negligence, willful misconduct, or fraud in relation to this Agreement; (ii) Customer’s breach of Section 8; or (iii) Customer’s payment obligations to SFIS under this Agreement.

14. Publicity

Neither Party shall, except as otherwise required by Applicable Law or stock exchange requirements, issue or release any announcement, statement, press release or other publicity or marketing materials relating to this Agreement or otherwise use the other Party’s marks or logos without the prior written consent of the other Party. Provided, however, SFIS may include Customer’s name and logo in its lists of SFIS customers, its public website and other promotional material, in each case in accordance with any reasonable Customer brand guidelines to the extent provided to SFIS in writing prior to execution of any Order. Any use outside of that authorized in the prior sentence will be subject to Customer’s approval.

15. Notices

15.1 Notices between the Parties.

All notices required or permitted to be given hereunder shall be in writing and may be delivered by hand, by facsimile, by nationally recognized private courier, or by United States mail. Notices delivered by mail shall be deemed given three (3) Working Days after being deposited in the United States mail, postage prepaid, registered or certified mail. Notices delivered by hand, by facsimile, or by nationally recognized private carrier shall be deemed given on the first Working Day following delivery; provided, however, that a notice delivered by facsimile shall only be effective if such notice is also delivered by hand, or deposited in the United States mail, postage prepaid, registered or certified mail, on or before two (2) Working Days following its delivery by facsimile. All notices shall be addressed as follows:

If to Customer:
As set forth in the Order or other recent communications to SFIS

If to SFIS, addressed to:
Single Thread Solutions, Inc.
Attn: Legal
1777 Yosemite Ave, #235
San Francisco, CA 94124
E-mail: legal@sfis.io

With a copy to (which shall not constitute notice):
Finck & Miller LLP
Attn: Kevin W. Finck

21 Orinda Way, Suite C-382
Orinda, CA 94563
Phone : 415-420-4486
E-mail : Kevin@fmcalaw.com

16. Free and Beta Services

The following applies to any use of (i) Services that SFIS makes available to Customer without charging a fee (“Free Services”) and (ii) services or functionality that SFIS makes available to Customer and that is not generally made available to SFIS customers and/or is designated as beta, pilot, preview, or similar designation (“Beta Services”). Unless otherwise set forth in an Order : (a) Free Services and Beta Services offered at no charge will be subject to the Fees on any Order upon expiration of any free period term set forth in an applicable Order or if there is no term in an Order, upon 15 days’ notice by SFIS; (b) any free trials for new Customers have a 14-day term and SFIS’s right to use customer name and logo under Section 14 will not be in effect during the free trial period; (c) SFIS reserves the right to discontinue or modify the provision of any Beta Services at any time with or without notice; (d) Section 2 (Availability), Section 3 (Support), and Section 9.1 (SFIS Warranties) do not apply to Free Services and Beta Services, (e) the Security Measures do not encompass the Beta Services, except to the extent they apply to the underlying Services; and (f) the SFIS indemnity for Losses under Section 12.1 to Customers receiving Free Services or Beta Services will be subject to a cumulative and aggregate cap which will in no event exceed $5,000.

17. Third Party Access Terms

To the extent that any service provider or SFIS-authorized partner (each a “Service Provider”) accesses or uses the Services in connection with its provision of services to Customer, each Service Provider user shall be deemed an Authorized User and SFIS shall have the right to enforce the following sections of this Agreement with respect to the Service Provider’s activities: 1 (Access and Use), 4 (Security and Privacy), 7 (Confidentiality), 8 (Customer Responsibilities and Restrictions), 10 (Compliance with Applicable Laws), and 12 (Indemnity). As between SFIS and Service Provider, references to Customer in those Sections shall be deemed references to Service Provider, except with respect to the defined terms of Customer Environment and Customer Data. For the avoidance of doubt, Service Provider is not a beneficiary of this Agreement.

18. Assignment

Either Party may assign this Agreement and all Orders to an Affiliate or in connection with any merger, consolidation or reorganization, or a sale of all or substantially all of such Party’s business or assets relating to this Agreement to an unaffiliated third party, so long as notice is provided within 60 days of such assignment and the assignee agrees in writing to accept all obligations and responsibilities under this Agreement, including, in the case of Customer, all outstanding Fees. Subject to the foregoing, neither Party may assign any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without the other Party’s prior written consent. Any purported assignment in violation of this Section is void. This Agreement is binding upon and inures to the benefit of the Parties hereto and their respective permitted successors and assigns.

19. Force Majeure

Non-event: Neither party shall be liable to the other for a failure or delay in its performance of any of its obligations under this Agreement (except for the payment of amounts due hereunder) to the extent that such failure or delay is caused by circumstances beyond its reasonable control or by events such as fire, riot, flood, strikes, labor disputes, natural disaster, government regulation or advisory, outbreak or threat of an outbreak of pandemic or epidemic disease or illness, quarantine, internet or telecommunications failures, terrorist acts, or other situations or emergencies of comparable nature beyond such party's reasonable control, that in each case make it unsafe or has a potential to make it unsafe, illegal or impossible to perform its obligations under this Agreement, including but not limited to situations that could reasonably put increased risk of personal, physical or economic harm on the non-performing party, provided that it gives notice of such condition and continues or resumes its performance of such affected obligation to the maximum extent and as soon as reasonably possible, and provided further, that either party may terminate this Agreement upon delivery of written notice to the other party if such condition continues for a period in excess of sixty (60) days.

Event: If a party’s performance under this Agreement is subject to: (i) Federal, state or local government regulation, government order or government advisory, including travel advisory warnings; (ii) Acts of God, war, natural or man-made disaster, actual or threatened epidemic, pandemic or other disease outbreak, quarantine, or actual or threatened acts of terrorism; (iii) strikes, civil disorder, material curtailment of transportation or communication facilities or services; or (iv) any other situation or emergency of a comparable nature beyond a party’s control; which make(s) it, or has a potential to make it, unsafe, illegal (or otherwise prohibited by governing authority) or effectively impossible to perform its obligations under this Agreement, including but not limited to situations that could reasonably put attendees or personnel at increased risk of personal, physical or economic harm, this Agreement may be terminated immediately by either party without liability upon written notice. In the event of termination by either party under this Section, SFIS shall refund all deposits, payments and/or prepayments made by Customer not otherwise due for Services previously rendered within thirty (30) days of receipt of the notice of termination.

20. Governing Law; Venue

Except to the extent the issue arising under this Agreement is governed by United States federal law, this Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California without giving effect to the choice of law rules of that state. Any legal action or proceeding arising under or relating to this Agreement shall be brought exclusively in the state or federal courts located in San Francisco, California, USA, and the Parties expressly consent to personal jurisdiction and venue in those courts. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement.

21. Miscellaneous

21.1. Entire Agreement.

This Agreement together with all Orders, and, as and if applicable, the Supplemental Terms, or Exhibits, represents the entire agreement of the parties hereto related to the subject matter hereof, and any prior agreements, promises, negotiations, or representations, whether oral or written, not expressly set forth in this Agreement are superseded and of no force or effect. This Agreement may be modified only in writing, signed by authorized representatives of both parties. There are no oral or written collateral representations, agreements, or understandings except as provided herein. Each party acknowledges that it is not entering into this Agreement on the basis of any representations not expressly contained in this Agreement. Any terms and conditions of any other instrument issued by Customer in connection with this Agreement which are in addition to, inconsistent with or different from the terms and conditions of this Agreement shall be of no force or effect.

21.2. U.S. Government Customers.

The Services and Documentation are provided to the U.S. Government as “commercial items,” “commercial computer software,” “commercial computer software documentation,” and “technical data” with the same rights and restrictions generally applicable to the Services and Documentation. If Customer or any Authorized User is using Services and Documentation on behalf of the U.S. Government and these terms fail to meet the U.S. Government’s needs or are inconsistent in any respect with federal law, Customer and Customer’s Authorized Users must immediately discontinue use of the Services and Documentation. The terms listed above are defined in the Federal Acquisition Regulation and the Defense Federal Acquisition Regulation Supplement.

21.3. Independent Parties; No Third-Party Beneficiaries.

The Parties expressly understand and agree that their relationship is that of independent contractors. Nothing in this Agreement shall constitute one Party as an employee, agent, joint venture partner or servant of another. This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

21.4. Amendment.

Except as otherwise provided in Section 21.8, this Agreement may be modified only by a written instrument duly executed by authorized representatives of the Parties.

21.5. No Waiver.

All waivers hereunder must be made in writing and signed by the party to be charged. The failure at any time to require the other party's performance of any obligation under this Agreement shall not affect the right subsequently to require performance of such obligation Any waiver by either Party of any condition, term or provision of this Agreement shall not be construed as a waiver of any other condition, term or provision.

21.6. Severability.

If any term or provision of this Agreement is found by a court of competent jurisdiction to be illegal, invalid, or otherwise unenforceable, such term or provision shall not affect the Agreement’s other terms or provisions, or the whole of this Agreement, but such term or provision shall be deemed modified to the extent necessary in the court’s opinion to render such term or provision enforceable, and the rights and obligations of the parties shall be construed and enforced accordingly, preserving to the fullest permissible extent the intent and the agreements of the parties.

21.7. Headings.

The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement. For purposes of this Agreement, the words “include,” “includes” and “including” are deemed to be followed by the words “without limitation;” the word “or” is not exclusive; and the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole.

21.8. Changes to this Agreement.

Any Order is subject to the version of the Agreement in effect at the time of any Order. SFIS may modify this Agreement at any time, however, by posting a revised version at https://docs.sfis.io/legal/msa, which modifications will become effective upon the start of the next Renewal Order Term. If Customer objects to the updated Agreement, as its sole and exclusive remedy, Customer may choose not to renew in accordance with Section 6.3.

21.9 Conflict.

In the event of any irreconcilable conflict between this Agreement and any Order, this Agreement will control unless the Order is signed by an authorized representative of SFIS and specifically identifies the conflicting language in this Agreement states that the Order language controls over the identified conflicting language in this Agreement.

21.10 Additional Assurances.

The Parties agree to execute and deliver such additional documents or instruments as may be necessary or appropriate to carry out the terms of this Agreement.

21.11 Survival.

The terms of sections of this Agreement which by their nature are intended to extend beyond termination shall survive termination of this Agreement for any reason.

22. Definitions

Capitalized terms not otherwise defined in this Agreement shall have the respective meanings assigned to them in this Section 22.

“Account Data” means information about Customer that Customer provides to SFIS in connection with the creation or administration of its SFIS accounts, such as first and last name, username and email address of an Authorized User or Customer’s billing contact. Customer shall ensure that all Account Data is current and accurate at all times during the applicable Order Term, and shall in no event include Sensitive Information in Account Data.

“Affiliate” means, with respect to a Party, a business entity that directly or indirectly controls, is controlled by or is under common control with, such Party, where “control” means the direct or indirect ownership of more than 50% of the voting securities of a business entity.

“Applicable Laws” means any and all governmental laws, rules, directives, regulations or orders that are applicable to a particular Party’s performance under this Agreement.

“Authorized User” means an individual employee, agent, contractor, or service provider (subject to Section 18 (Third Party Access Terms)) of Customer or a Customer Affiliate who has been supplied user credentials for the Services by Customer (or by SFIS at Customer’s request).

“Available” means with respect to each Core Service, that the Core Service being used by Customer is available for access; “Availability” has a correlative meaning. Availability is assessed from the point where the Core Service is made available from SFIS’s hosting provider and measured in minutes over the course of each calendar month during the Order Term. Customer may request Availability information by submitting a Support request.

“Core Service” means each Service/feature on the Order (excluding any beta product) that is available on the SFIS platform and for which there is committed spend in the affected month.

“Customer Administrator” means the individual(s) identified in the Account Data as admin users.

“Customer Environment” means the systems, platforms, services, software, devices, sites and/or networks that Customer uses for its operations (exclusive of the subscribed Services).

“Data Processing Addendum” means the Data Processing Addendum or, if the Parties have a separately executed agreement in effect that covers the same subject matter, the separately executed agreement.

“Data Protection Laws” means Applicable Laws concerning the privacy and protection of Personal Data.

“SFIS Customer Success Manager” means the SFIS representative assigned to facilitate your relationship with SFIS. You may email support@sfis.io, if you are unsure of the contact information for your SFIS Customer Success Manager.

“SFIS Operations Data” means data pertaining to, or used in, the operations, use and testing of the Services including data arising from SFIS’s customers’ use of the Services, aggregated data on third party components, aggregated and/or anonymized data as described in Section 1.3, and other data and information that informs the Services.

“SFIS Partner Network” means SFIS’s partner network as described at https://www.sfis.io/partner/.

“Documentation” means SFIS’s standard user documentation for the Services, currently available at https://docs.sfis.io/.

“Exceptions” means any of: (a) Customer’s breach of this Agreement, or an Order ; (b) Customer’s failure to configure and use the Services in accordance with the Documentation; (c) failures of, or issues with, Customer’s Environment; (d) Force Majeure Events; (e) SFIS’s suspension of Authorized Users’ access to the Services pursuant to Section 5.2 or 8.3; or (f) maintenance during a window for which SFIS provides notice to Customer Administrator by email or through the Services in advance.

“Feedback” means bug reports, suggestions or other feedback with respect to the Services or Documentation provided by or on behalf of Customer to SFIS, including the use of Data as set forth in 1.3, exclusive of any Customer Confidential Information therein.

“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs, and Trojan horses.

“Order” means the (1) the Customer’s entering into a subscription or other Agreement whereby SFIS will provide Services either in writing, or by way of the Customer entering into an order by way of the SFIS website , or (2) the actual use by the Customer of the Services without entering into an Order or other agreement with SFIS which will be billable on a pay-as-you-go basis at SFIS’s then current rates.

“Order Term” means, with respect to each Order, the subscription term for the Services specified in the applicable Order (unless the Order is otherwise terminated earlier in accordance with this Agreement or the Order) or, for pay-as-you-go, each day during which you use the Services.

“Party” means each of SFIS and Customer.

“Personal Data” means any information relating to an identified or identifiable natural person.

“Process” means to perform an operation or set of operations on data, content or information, including to submit, transmit, post, transfer, disclose, collect, record, organize, structure, store, adapt or alter; “Processing” has a correlative meaning.

“Sensitive Information” means (a) government-issued identification numbers, including Social Security numbers; (b) financial information; (c) special categories of personal data subject to Article 9 of the GDPR; (d) personal data relating to criminal convictions and offenses subject to Article 10 of the GDPR; (e) protected health information subject to the Health Insurance Portability and Accountability Act of 1996, as amended; and (f) any other information that is subject to specific or heightened requirements under Applicable Law or industry standards.

“GDPR” means the General Data Protection Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the Processing of personal data and on the free movement of such data, and repealing of Directive 95/46/EC.

“Service Plan” means the packaged plan and associated features, as detailed at the Order, for the hosted SFIS service to which Customer subscribes.

“Services” means the hosted services that SFIS makes available on a fee-based basis memorialized in an Order. “Services” does not include (a) any services provided without charge or any alpha, beta or other pre-commercial releases of a SFIS product or service (or feature of functionality of a Service); and (b) any tools or other services, which are not individually essential for the functioning of the Services, that SFIS makes available pursuant to separate license terms, including those listed on the SFIS Marketplace.

“Threat Actor Data” means any data related to unauthorized third party bad actors and associated Malicious Code or other information or data relating to the third party bad actor or their actions that is collected or discovered through or during the use of the Services by SFIS customers, excluding any such information or data that identifies Authorized Users or Customer.