This Master Subscription Agreement (“MSA”) dated May 1, 2026 (the “MSA Effective Date”) is made between DIGITAL BODYGUARD LLC, a Delaware limited liability company, with a business address located at 10455 Olympic Drive, Dallas, Texas 75220 and an email address at: sales @digitalbodyguard.ai (“DB” or “Digital Bodyguard”) and each customer delivering an Order Form (as defined below) which is accepted by DB, with a mailing address and an email address as set forth in the applicable Order Form (“Customer”). DB’s acceptance of an Order Form may be by any means, including, without limitation, providing the Products and/or Services to a Customer.

The parties agree as follows:

1. Scope
   1. Agreement. The provision and use of Products and Services is subject to and governed by the terms of this MSA, as it exists from time to time, and the applicable Order Form(s) (together, the “Agreement”). This MSA also includes and incorporates the End User License Agreement, as it exists from time to time, which sets forth the specific terms for use of the DB Technology, and any Service Level Agreement, as it exists from time to time, and the term “Agreement” includes such End User License Agreement, as it may be modified from time to time and any such Service Level Agreement, as it may be modified from time to time. Customer’s and End User’s access to and use of the Products and Services is conditioned on its acceptance of and compliance with the Agreement, as well as the End User Agreement and the Service Level Agreement, as applicable. By accessing or using the Products and/or Services, the Customer and End User each agrees to be bound by the Agreement, as well as the End User Agreement and the Service Level Agreement, as applicable. As of May 1, 2026 DB has not adopted a Privacy Policy or a Service Level Agreement.
   2. Term of MSA. This MSA will remain in effect for a period of three (3) years from the date that DB accepts an Order Form from a Customer, unless terminated earlier in accordance with the termination provisions in this MSA. Unless otherwise agreed by the parties in writing, Product subscriptions and Services acquired or renewed after expiration of this MSA will be governed by DB’s terms for such Products and Services in effect at that time.
   3. Relationship of the Parties. DB will provide Products and Services as an independent contractor, and not a partner or agent of Customer. This Agreement will not be interpreted or construed as creating or evidencing any partnership or agency between the parties or as imposing any partnership or agency obligations on DB. DB reserves the right to promote, market and solicit sales, licenses, and other offerings of the DB Technology without restriction, either directly or through others, at any time during or after the termination or expiration of the term of this Agreement.
2. Definitions
   1. “Content” refers to content such as text, images or other information that can be posted, uploaded, linked to or otherwise made available by the Customer or the End User, regardless of the form of that content”.
   2. “Credits” refers to the processing credits any End User must have in their DB End User account in order to process data within certain features of the Products.
   3. “Customer Data” means any data, information or other material which Customer and its End Users upload, enter, and store in the Products through inclusion in the Order Form. Customer Data does not include any data or information created or developed through the use of the Products, including, without limitation, scans and biometric information and does not include any deliverables provided by DB in connection with the Services.
   4. “Customer Systems” means Customer’s own systems, infrastructure and personnel used to access and operate the Products, including, but not limited to, Customer’s servers, hardware, devices, data systems, internet connectivity, electric power, operating software, and software applications (other than the Products).
   5. “Documentation” means the user and technical help documentation for the Products which may be made available by DB through a secure area of the DB Website.
   6. “End User” means a specific individual authorized by Customer to access and use the Products on behalf of Customer, and for whom Customer has paid the applicable subscription fees. End Users must agree to the End User License Agreement prior to accessing or using the Products.
   7. “Order Form” means the ordering document and/or invoice issued to Customer by DB for purchase of Product subscriptions and Services, or such other ordering document agreed and accepted by both parties. The term “Order Form” includes any statement(s) of work signed by both parties.
   8. “Products” means the Digital Bodyguard software and services (the “DB Technology”), as further described in the applicable Order Form(s) and including all applicable Documentation and the Website.
   9. “Services” means installation, consulting, and training services purchased by Customer under an Order Form.
   10. “Website” refers to www.digitalbodyguard.ai
3. Purchase Terms
   1. Purchase. Customer may purchase Product subscriptions and Services by entering into an Order Form. The following terms will be addressed in the Order Form and not in this MSA: (a) the type and quantity of Product subscriptions and Services being purchased, including without limitation usage Credits and related limits for the End User; (b) the subscription term; (c) pricing and applicable fees; and (d) payment terms.
   2. Taxes. Unless otherwise specified in the Order Form, fees do not include applicable taxes. Customer will pay all applicable sales, use, withholding, and excise taxes, as well as any other taxes, duties, or charges resulting from this Agreement (excluding DB’s income taxes). Applicable taxes will be charged to and payable by Customer based on the address specified in the Order Form.
   3. Late Payment. If any fees remain unpaid more than thirty (30) days past their due date, DB may, without limiting its other rights and remedies, suspend Customer’s access to the related Products or Services until such amounts are paid in full. DB will provide at least seven (7) days’ prior notice that fees are overdue before any such suspension. DB will not exercise its suspension right if Customer is disputing the applicable fees reasonably and in good faith, and is cooperating diligently to resolve the dispute. Unless otherwise specified in the Order Form, interest at a rate of 2% per month (24 percent per annum), or at an interest rate equal to the maximum rate permitted by the applicable law, whichever is less, may be charged on overdue amounts.
   4. Refunds or Payment on Termination. If Customer terminates this Agreement in accordance with the termination provisions set forth in Section 9.1 below, DB will refund any prepaid fees for the remaining unused portion of the subscription term and any fees pre-paid for Services not actually performed. If DB terminates this Agreement, Customer will remain liable for any unpaid fees for the remaining portion of the current subscription term.
4. Products
   1. Rights Granted. Subject to the terms and conditions of this Agreement and the End User License Agreement, DB will make the Products and Services available to Customer’s End Users for the subscription type(s), quantity and subscription term purchased by Customer as set out in an Order Form. DB grants Customer a non-exclusive, non-transferable right and license (the “Customer License”) to access, use and, where applicable, download the Products and Documentation during such subscription term for Customer’s internal business purposes. Products are accessed and delivered electronically through a secure area of the internet, and are deemed delivered when they are made available for access or download by Customer, as applicable. Generally, the Products provide information that is transmitted via the internet, as opposed to being downloaded.
   2. Service Levels. DB will make the Products and Services available in accordance with the service levels set out in the applicable Service Level Agreement. Customer is responsible for providing and maintaining the Customer Systems. DB will not be liable for any failures or other service-related issues arising from or relating to the Customer Systems.
   3. Customer Support. During the Product subscription term, Customer will have access to certain DB support resources to assist Customer with its use of the Products and in connection with provision of the Services. Support services are available via email and telephone.
5. Use of Products and Services
   1. End Users. The Products and Services may be accessed and used by up to the maximum number of End Users included in the Customer License. All End Users must represent and warrant that they are at least 18 years of age, and must sign an End User Agreement in connection with accessing the Products and Services; DB does not permit individuals under the age of 18 to use the Products and/or Services. Customer will not make the Products or Documentation available to anyone other than its End Users. Sharing or pooling an End User’s access among multiple individuals to allow for temporary use by multiple users is strictly prohibited. Customer may, however, permanently replace an End User with another individual as long as the number of End Users does not exceed the number of End Users contemplated in the subscription. If Customer exceeds, or wishes to increase, the number of End Users using a Product, additional fees will apply.
   2. Accounts. Customer will provide accurate, current, and complete information when activating its Product subscription and End User accounts, and Customer’s failure to do so will constitute a breach of this Agreement. Customer will keep all End User access credentials (e.g., user name, login, and passwords) and other account information confidential and will follow best practices for maintaining the security of its passwords and account credentials. Customer is responsible for all activities and/or actions, or omissions) that occur under its, or its End Users’ passwords and/or accounts (or account credentials. Customer must notify DB immediately upon becoming aware of any breach of its obligations under this Section 5.2 or any unauthorized use of its Product subscription and/or End User accounts, including without limitation, as referenced below in Section 5.4.
   3. Acceptable Use Policy. Customer will, and will cause its End Users to, use the Products solely as contemplated by this Agreement and the applicable Documentation, and abide by any posted guidelines or policies related to acceptable use and conduct when accessing or using the Products. Customer will not, and will not permit or assist anyone else to: (a) use the Product to send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (b) knowingly send or store infringing, threatening, libelous, or otherwise unlawful or tortious material, including material which violates any individual’s privacy rights; (c) post or transmit any file which contains viruses, worms, Trojan horses, or any other malware, or otherwise interfere with or disrupt the integrity or performance of the Products or the data contained in the Products; (d) attempt to gain unauthorized access to the Products or related systems or networks, or circumvent or remove any security or use protection mechanisms; (e) frame or mirror any part of the Products on any server or wireless or internet-based device, other than on Customer’s own intranets or otherwise for its own internal business purposes or as permitted in the Documentation; or (f) conduct any tests or analysis on the security or performance of the Products, including any benchmark tests, without DB’s prior written consent, nor shall Customer disclose the results of any such DB-authorized tests or analysis other than to DB. In addition, in connection with its use of the Products, Customer and its End Users may not use as a username the name of another person or entity or a name that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than Customer and/or its End Users without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.
   4. Security. Customer is responsible for the security of its Customer Systems and for the End User security and access controls for its Product environment. Customer will take industry-standard security precautions in connection with its use of the Products. Customer will notify DB immediately if it becomes aware of any unauthorized use of its subscription accounts or any user ID and password, or if Customer becomes aware of any other known or suspected breach of security related to its use of the Products.
   5. Suspension. DB may, without limiting any other rights or remedies available to it, suspend Customer’s or End User’s use of the Products, or take other appropriate remedial action, to address any violation or suspected violation of this Agreement.
   6. DB will determine, at its own discretion, whether there has been a breach of the acceptable use policy, as set forth above in Section 5.3, or otherwise of the terms and provisions of this MSA by either Customer or its End Users. When such a breach has occurred, any such breach shall constitute a breach of the terms upon which an End User is permitted to use the Website, and in such event DB may take such action as deemed appropriate by DB, including without limitation, all or any of the following actions: •(i) Immediate, temporary or permanent withdrawal of Customer’s or End User’s right to use the Products or Services; (ii) Immediate, temporary or permanent removal of any posting or material uploaded by an End User to the Website; (iii) issuance of a warning to the Customer or to the End User regarding the breach; (iv) the institution of legal proceedings against Customer or an End User for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach; (v) further legal action against the Customer or an End User; (vi) disclosure of such information to law enforcement authorities as DB reasonably deems necessary; and (vii) DB excludes liability for actions taken in response to such breaches, including without limitation, to the Section 5.3 acceptable use policy. The responses described above in this Section 5.6 are not meant to be an exhaustive list, and accordingly, DB may take any other responsive actions to such breach as it deems reasonably appropriate.
   7. Copyright Policy. DB respects the intellectual property rights of others. It is the policy of DB to respond to any claim that Content posted on the Website infringes a copyright or otherwise results in the intellectual property infringement of any person or entity. If Customer or any End User are a copyright owner, or authorized on behalf of one, and Customer or any End User believes that the copyrighted work has been copied in a way that constitutes copyright infringement that is taking place through the Website and/or in connection with the Products and/or Services, Customer or End User should submit notice of such infringement in writing to the attention of DB’s copyright agent (the “DB Copyright Agent”) via email at compliance@digitalbodyguard.ai. Customer or End User should include a detailed description of the alleged infringement in the applicable notice. Customer or End User may be held accountable for damages (including costs and attorney’s fees) for misrepresenting that any Content is infringing its copyright.
   8. DMCA Notice and DMCA Procedure for Copyright Infringement Claims. Customer or End User, as a “claimant”, may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing the DB Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail): (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright’s interest; (ii) a description of the copyrighted work that the claimant claims has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work; (iii) identification of the URL or other specific location on the Website where the material that the claimant claims is infringing is located; (iv) the claimant’s address, telephone number, and email address; (v) a statement by the claimant that it has a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (vi) a statement by claimant, made under penalty of perjury, that the above information in claimant’s notice is accurate and that claimant is the copyright owner or authorized to act on the copyright owner’s behalf. Claimant can contact the DB Copyright Agent via email at compliance@digitalbodyguard.ai. Upon receipt of a notification, DB will take whatever action, in its sole discretion, it deems appropriate, including without limitation removal of the challenged content from the Website.
6. Services
   1. Services. DB will provide Customer and/or End Users with the Services set forth in an Order Form. If Customer has purchased an annual allotment of scans, such allotment may be used and drawn down throughout Customer’s or End User’s annual subscription term. Each allotment of scans is non-transferable and will expire at the end of each subscription term if not used. Unused scans will not carry over to the following subscription term. If Customer cancels its subscription to the applicable Products, all remaining scans will be forfeited at the time of cancellation.
   2. Customer Policies. If Services are to be performed by DB personnel on Customer’s premises or require access to Customer Systems, DB will adhere to Customer’s applicable information security and safety policies that Customer provides to DB in writing. Customer will not impose any background check or other security requirement that would violate, or may cause DB to violate, applicable laws in the jurisdiction where DB and its personnel are located.
   3. Services Deliverables. As further set forth below in Section 10.1 (Ownership), DB owns all right, title and interest in and to any reports, documents, or other materials created by DB specifically for Customer as part of the Services and provided as a deliverable under the applicable statement(s) of work. To the extent a deliverable includes any DB Property (as defined below), upon payment of the fees for the applicable deliverable, DB grants Customer, during Customer’s subscription term for the Products, a non-exclusive, non-transferrable, royalty-free license to use such DB Property in conjunction with the applicable deliverable. Unless otherwise specified in the applicable statement(s) of work, DB is not required to maintain, support, or otherwise repair any deliverable or DB Property after its delivery to Customer.
   4. Independent Contractor. DB will perform Services as an independent contractor and will not act, hold itself out as, or be an agent of Customer. DB personnel are not, and will not be construed as, Customer’s employees in connection with DB’s performance hereunder. DB is responsible for complying with applicable laws, rules, and regulations relating to its employees and personnel including, but not limited to, those related to immigration, taxation, and workers’ compensation.
7. Customer Data
   1. Ownership of Customer Data. Customer owns all right, title and interest in and to all Customer Data and Customer Systems; provided, however, that notwithstanding any provisions of this Section 7 (including without this Section 7.1), DB owns all right, title and interest to the Services deliverables, as further set forth above in Section 6.3, and regardless of whether or not any Customer Data or Customer Systems-related information is contained within said Services deliverables. Customer grants DB a non-exclusive, royalty-free license to use Customer Data to perform DB’s obligations under and in accordance with this Agreement. Customer warrants that it has all rights necessary to grant such license, and that its collection and use of Customer Data complies with all applicable laws, including laws related to the privacy and/or security of personal data.
   2. Control and Access. Customer determines what Customer Data it uses and retains control over the access to and use of its Customer Data. DB will access Customer Data as instructed and/or authorized by Customer, including as necessary to prevent or address service or technical problems affecting Customer, and as necessary or appropriate to comply with law or legal process. DB is not responsible or liable for the deletion, damage, loss, corruption of, or unauthorized access to, any Customer Data, except to the extent caused by DB’s failure to meet its obligations under this Agreement.
8. Renewal and Cancellation
   1. Renewal. At least [thirty (30) days prior to expiration of each Product or Services subscription, Customer shall notify DB in writing as to whether Customer intends to cancel or renew its subscription. Customer may renew its subscription prior to expiration by: (a) executing a renewal Order Form; (b) issuing a purchase order for the renewal; or (c) requesting or confirming renewal through the Product’s or Services’ online renewal process. If no cancellation notice or renewal has occurred at least thirty (30) days’ prior to expiration of the current subscription term, Customer will be deemed to have renewed its subscription on the terms set forth in the applicable Order Form(s) or on the terms set forth in a notice of renewal sent by DB to Customer.
   2. Cancellation. Customer may cancel a Product subscription by providing DB with notice of cancellation at least thirty (30) days prior to expiration of the current subscription term. DB may cancel a Product or Services subscription by providing Customer with notice of cancellation at least thirty (30) days prior to expiration of the current subscription term. A Product or Services subscription which has been cancelled will expire and terminate at the end of its current subscription term and will not be renewed.
   3. DB, at its sole discretion may modify the fees charged in connection with any Product or Services subscription and any related usage fees. Any Product or Services subscription and usage fee change will become effective at the end of the then-current subscription period. DB will provide Customer with reasonable prior notice (e.g. no less than sixty (60) days prior to the end of the then-current subscription term, of any change in subscription and usage fees so as to provide Customer with an opportunity to terminate its subscription before such change becomes effective. Customer’s continued use of the Products or Services after such pricing change comes into effect constitutes Customer’s agreement to pay the modified subscription and usage fee amount.
9. Termination
   1. Termination for Cause. Either party may terminate this Agreement for cause if the other party: (a) is in material breach of this Agreement (including, a failure to pay fees when due) and does not remedy such breach within thirty (30) days after receiving written notice of the breach from the non-breaching party; or (b) becomes insolvent or bankrupt, becomes the subject of any proceedings under bankruptcy, insolvency or debtors’ relief law, has a receiver, manager, or receiver-manager appointed, makes an assignment for the benefit of its creditors (in accordance with this Agreement) or takes the benefit of any applicable law or statute in force for the winding up or liquidation of corporations.
   2. Effect of Expiration or Termination. Subject to Section 9.3 (Data Retention Policy), upon expiration or termination of this Agreement, or of any Product or Services subscription, Customer’s access to and use of such Products or Services will be terminated. Each party will immediately return to the other party all Confidential Information of the other party in its possession or control. If the Product includes software, Customer will destroy the original and all copies of such software in its possession or control, and will certify in writing that this has been done within thirty (30) days of a written request from DB.
   3. Data Retention Policy. Customer is responsible for determining its own data retention controls for Customer Data and for deleting its Customer Data from the Products. Customer will have a period of thirty (30) days following expiration or termination of Customer’s subscription to remove or delete its Customer Data. Upon Customer’s written request, except in the event that at the time of said request Customer is then in breach of its obligations under the Agreement, DB will provide reasonable non-monetary assistance to Customer with regard to the deletion of its Customer Data and may, at the sole discretion of DB, extend the period for removing and deleting Customer Data; provided, however, that notwithstanding any provisions of this Section 9.3, DB shall have the right to retain one or more copies of any Customer Data, as contained in the Products, in the Services deliverables as referenced above in Section 7.1 or in any other documentation created by DB in connection with its provision of Products or Services for the Customer for either archival (e.g. back-up) purposes or for other legal or compliance-related purposes, as determined by DB in its sole discretion.
   4. Survival. The termination of this Agreement will not constitute a waiver of any fees or amounts due by Customer, nor will termination in any way reduce or compromise any other rights of either party pursuant to this Agreement. All terms that by their nature should survive termination of this Agreement will survive.
10. Intellectual Property Rights
    1. Ownership. DB and its licensors own their respective rights, title and interests in and to: (a) the Products, Services, Documentation, and all related materials and technology used to provide them including without limitation any deliverables relating to the Services; (b) information created or developed through the use of the Products, including, without limitation, scans and biometric information; (c) all scripts, analytics, compliance maps, frameworks, configurations, enhancements, and derivative works of the Products which are developed by DB either separate from or as part of the Services; and (c) all methodologies, concepts, know-how, and intellectual property and proprietary rights related to any of the foregoing (collectively, the “DB Property”). Except for the limited rights expressly granted to Customer in this Agreement, DB and its licensors reserve all of their right, title, and interest in and to the above. The DB Property is protected by copyright, trademark, and other laws of both the United States of America (the “US”) and of non-US/foreign countries. The trademarks and trade dress of DB may not be used in connection with any Product or Service, or any other product or service of DB, without the prior written consent of DB.
    2. IP Restrictions. Except as expressly permitted in this Agreement, Customer will not: (a) modify, adapt, or translate any Products or Documentation; (b) create derivative works from the Products, Documentation, or DB Property; (c) sell, lease, rent, assign, sub-license, or distribute any Products, Documentation, or DB Property to any third party; (d) except as permitted by applicable law, de-compile, reverse engineer, or disassemble any Products, Documentation, or DB Property, or otherwise reduce any object code to source code; (e) use or include any Products, Documentation, or DB Property in any service offering or fee generating service offered to third parties; or (f) use any Products, Documentation, or DB Property to create works which are competitive to the Products or which use similar features, functions, or graphics.
    3. Feedback. Customers and any End Users assign all rights, title and interest in any feedback or suggestions regarding the Products, Services, and/or Documentation that they each provide to DB (the “Feedback”). If for any reason such assignment is ineffective, the Customer and any End User agree to grant DB a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use, reproduce, disclose, sub-license, distribute, modify and exploit such Feedback without restriction, including incorporating such suggestions or feedback into any Products, Services, Documentation, or DB Property.
    4. Viruses, Hacking and Other Offenses. Customer and any End Users must not misuse the DB websites by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. Customer and any End Users must not attempt to gain unauthorized access to DB’s website, the server on which DB’s website is stored or any server, computer or database connected to DB’s website. Customer and End User must not attack DB’s websites via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, Customer and its End Users would commit a criminal offence under the laws of the US; DB will report any such breach to the relevant law enforcement authorities, and will co-operate with those authorities by disclosing Customer’s and any End User’s identity to them. Notwithstanding any other provisions of this Agreement, in the event of such a breach, Customer’s (and any End User’s) right to use DB’s website will cease immediately. DB will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect Customer’s or End User’s computer equipment, computer programs, data or other proprietary material due to Customer or End User’s use of DB’s site or to Customer or End User’s downloading of any material posted on DB’s website or on any website linked to it.
11. Confidentiality
    1. Confidential Information. For the purposes of this Agreement, “Confidential Information” means any oral, written or electronic information, documents, materials or data provided or disclosed by a party to the other party which is proprietary in nature and is not readily available to the public, or which any other party reasonably deems to be proprietary or confidential under the circumstances. Confidential Information includes, without limitation: (a) the Products and Services; (b) Customer Data; (c) the terms and pricing of Customer’s subscription; (d) a party’s financial information, product plans, product roadmaps, business methods and trade secrets; (e) non-public information regarding a party’s customers, employees suppliers, vendors (such as non-public information provided third parties to a party); and (f) information which, given its nature or the circumstances surrounding its disclosure, the receiving party reasonably knows or ought to know is confidential.
    2. Exclusions. Confidential Information does not include information that: (a) is or becomes a part of the public domain through no act or omission of the receiving party; (b) was in the receiving party’s lawful possession prior to the disclosure and had not been obtained by the receiving party either directly or indirectly from the disclosing party; (c) was lawfully disclosed to the receiving party by a third party without restriction on disclosure; or (d) is independently developed by the receiving party without the use or benefit of the disclosing party’s Confidential Information.
    3. Obligations. The receiving party agrees to keep the disclosing party’s Confidential Information in confidence and to use such Confidential Information solely for the purposes of exercising its rights and fulfilling its obligations under this Agreement. Subject to Section 11.411.4 (Compelled Disclosure), the receiving party will not disclose the disclosing party’s Confidential Information to any third party, except to those of its employees, contractors, service providers, advisors, attorneys and auditors who need to know and who have agreed in writing to maintain the confidentiality of such Confidential Information. Customer Confidential Information which is stored in the Products will be governed by the terms of Section 7 (Customer Data) instead of this Section 11.3 (Obligations).
    4. Compelled Disclosure. If the receiving party is requested or required by applicable law or legal process to disclose any of the disclosing party’s Confidential Information, the receiving party will provide the disclosing party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the disclosing party’s cost, if the disclosing party wishes to contest the disclosure. Any such disclosure will be limited to only what is required and will be subject to confidentiality protections to the extent reasonably practicable. Any disclosure of Confidential Information that is required by applicable law or legal process will not be a breach of this Agreement.
12. No Warranty /”AS IS” and “AS AVAILABLE” Disclaimer. The Products and Services are provided to Customer “AS IS” and “AS AVAILABLE” and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, Customer, on its own behalf and on behalf of its End Users expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Services, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, DB provides no warranty or undertaking, and makes no representation of any kind that the Services will meet your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected. DB reserves the right to modify and/or change system components and products at DB’s sole discretion without notice. Without limiting the foregoing, neither DB nor any of DB’s providers makes any representation or warranty of any kind, express or implied: i. as to the operation or availability of the Products or Services, or the information, content, and materials or products included thereon, ii. that the Products or Service will be uninterrupted or error-free, iii. as to the accuracy, reliability, or currency of any information or content provided through the Products or Services, or iv. that the Products, Services, DB’s servers, the content, or e-mails sent from or on behalf of DB are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components. Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to Customer or Customer’s End Users. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.
13. Indemnity
    1. Customer Indemnity. Customer will indemnify defend, at its cost, and hold harmless DB against any claim made against DB by a third party: (a) which asserts that Customer’s collection and use of Customer Data infringes such third party’s rights or otherwise violates applicable law or regulation; or (b) which otherwise results from Customer’s breach of this Agreement or the End User License Agreement. Customer will indemnify DB from actual damages and costs (including reasonable legal fees) finally awarded against DB in respect of any such claim, or settlement amount agreed to be paid in settlement of any such claims.
14. Limitation of Liability
    1. Limitation of Liability. SUBJECT TO THE EXCLUSIONS SET FORTH BELOW IN SECTION 14.3 AND NOTWITHSTANDING ANY DAMAGES THAT CUSTOMER OR AN END USER MIGHT INCUR, DB’S AGGREGATE CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LIMITED TO THE FEES PAYABLE BY CUSTOMER FOR THE PRODUCTS AND SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, OR $100.00 IF CUSTOMER OR AN END USER HAS NOT PURCHASED ANY SUCH PRODUCTS OR SERVICES. THIS LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT (INCLUDING NEGLIGENCE) AND REGARDLESS OF THE THEORY OF LIABILITY. THIS LIMITATION WILL NOT APPLY TO LIMIT CUSTOMER’S OBLIGATION TO PAY FEES IN ACCORDANCE WITH THIS AGREEMENT.
    2. No Liability. SUBJECT TO THE EXCLUSIONS SET FORTH BELOW IN SECTION 14.3, DB WILL NOT HAVE ANY LIABILITY FOR ANY OF THE FOLLOWING DAMAGES OR LOSSES (EVEN IF SUCH DAMAGES OR LOSSES WERE FORESEEABLE OR IF DB OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF THE REMEDY FAILS OF ITS ESSENTIAL PURPOSE): (A) LOST PROFITS, LOST REVENUE, BUSINESS INTERRUPTION, LOSS OF DATA OR OTHER INFORMATION, LOSS OF GOODWILL, LOSS OF REPUTATION, COSTS OF SUBSTITUTE GOODS, FOR PERSONAL INJURY, LOSS OF PRIVACY ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OR INABILITY TO USE THE PRODUCTS OR SERVICES, THIRD-PARTY SOFTWARE AND/OR THIR-PARTY HARDWARE USED WITH THE PRODUCTS OR SERVICES, OTHERWISE IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT; OR (B) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR LOSSES (IN CONTRACT, TORT, OR OTHERWISE).
    3. Exclusions. The limitations and exclusions of liability in this Section will not apply to any damages or liabilities that cannot be limited or excluded under applicable law, including (a) those arising out of DB’s gross negligence, willful misconduct, deceit or fraud, or (b) liability for death or personal injury directly caused by DB’s negligence. In addition, some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some or all of the limitations as set forth above in Sections 14.1 and/or 14.2 may not apply; provided, however, in these states, each party’s liability will be limited to the greatest extent permitted by law. DB is not responsible for any applicable laws, regulations, or policies involving the use of its technology. DB recommends that the Customer and/or End Users research each geography where the Products and Services will be used for any possible laws regarding the use of DB’s Products and Services, and more generally, DB’s technology.
15. Governing Law and Dispute Resolution
    1. Governing Law. This Agreement, including without limitation Customer’s use of the Products and Services, is governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Delaware. Customer’s use of the Products and Services, and otherwise with regard to the parties’ performance hereunder may also be subject to other local, state national or international laws.
    2. Dispute Resolution. Subject to and without restricting the rights of a party to injunctive relief or other interim measures of relief, the parties will attempt to resolve any controversy or claim relating to this Agreement through consultation and negotiation in good faith. By mutual agreement, the parties may agree to use some form of non-binding alternative dispute resolution, such as mediation. The use of any alternative dispute resolution procedure will not be construed as a waiver or estoppel to affect adversely the rights of either party. Any dispute which the parties cannot resolve between themselves within sixty (60) days after the claim or controversy first arose will be referred to, finally settled and determined by binding arbitration administered by JAMS in accordance with this Section 15.2. Except as the applicable rules are modified by this Agreement, JAMS’ Comprehensive Arbitration Rules and Procedures (the “Rules”) in effect on the date hereof, and shall apply to the resolution of all such disputes. As a minimum set of rules in the arbitration, the parties agree as follows:
       1. The arbitration shall be held in Dallas, Texas, before one (1) arbitrator reasonably agreed to and selected by the parties involved in the dispute pursuant to the Rules.
       2. The arbitrator shall have the authority to award to the prevailing party in any dispute attorneys’ fees and disbursements, expert witness fees and disbursements and other costs of the arbitration.
       3. The arbitrator shall specify the basis for his/her decision, the basis for the damages award and a breakdown of the damages awarded, and the basis of any other remedy. The arbitrator’s decision shall be considered as a final and binding resolution of the disagreement, shall not be subject to appeal and may be entered as an order in any court of competent jurisdiction in the United States. Each party agrees to submit to the jurisdiction of any such court for purposes of the enforcement of any such order. No party shall sue the other except for enforcement of the arbitrator’s decision if the other party is not performing in accordance with the arbitrator’s decision. The provisions of this Agreement shall be binding upon the arbitrator.
       4. Any arbitration proceeding shall be conducted on a confidential basis.
       5. The arbitrator’s discretion to fashion remedies hereunder shall be no broader or narrower than the legal and equitable remedies available to a court, unless the parties expressly state elsewhere in this Agreement that parties shall be subject to broader or narrower legal and equitable remedies than would be available under the Law governing this Agreement.
    3. For European Union (EU) Users. If Customer is a European Union consumer, Customer will benefit from any mandatory provisions of the law of the country in which Customer is a resident in.
    4. United States Federal Government End Use Provisions. If Customer is a U.S. federal government end user, the Products and Services sold hereunder are a “Commercial Item” as that term is defined at 48 C.F.R. §2.101.
    5. United States Legal Compliance. Customer represents and warrants that: i. Neither Customer nor any End User is located in a country that is subject to a United States government embargo or that has been designated by the United States government as a “terrorist supporting” country; and ii. Neither Customer nor any End User is listed on any United States government list of prohibited or restricted parties.
16. General
    1. Complete Agreement. This Agreement, together with any attachments hereto, and any purchase orders or other documentation referenced to be entered into and/or delivered by the parties hereto in connection with their performance hereunder, is the complete and exclusive statement of the agreement between the parties with respect to its subject matter. This Agreement supersedes and merges all prior representations, proposals, understandings, discussions or other agreements between the parties (whether oral, written, expressed or implied) relating to the matters contained in this Agreement. DB reserves the right, at the sole discretion of DB, to modify or amend this MSA at any time. If a revision is material, DB will make reasonable efforts to provide at least 30 days’ notice to Customer prior to any new terms taking effect. What constitutes a material change will be determined at the sole discretion of DB. By continuing to access or use the Products or Services after those revisions become effective, Customer, as well as any End Users, agree to be bound by the revised terms, and if Customer or any End Users do not agree to the new terms and conditions, in whole or in part, Customer and/or any End Users should stop using the Website, Product and/or Services.
    2. Assignment. Neither party may assign this Agreement without the other party’s prior written consent (not to be unreasonably withheld), except in connection with a merger, acquisition, corporate reorganization or sale of all or substantially all of its assets; provided that with respect to a Customer, DB shall have the right in its sole discretion to determine whether to accept any such assignee of Customer as an assignee. A permitted assignment will not be effective unless the assigning party notifies the other party of the assignment and has obtained the assignee’s written agreement to be bound by all of the terms of this Agreement. Subject to the foregoing, this Agreement will inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.
    3. Notices. Any notice that either party is required or permitted to give to the other party under this Agreement will be in writing and will be delivered to DB at its address or email address set out on page 1 of this Agreement (Attention: Legal Department) and to Customer at the address or email address provided on the most recent Order Form. Either party may change their address for notice by providing written notice of the change to the other party. Delivery will be deemed effective upon receipt (provided that, for delivery by email, no automated or other response is received indicating non-delivery or the absence of the recipient).
    4. Waiver and Severability. The waiver of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other breach or any subsequent breach. If any provision of this Agreement is unenforceable, that provision will be construed, limited, modified or, if necessary, severed to the extent necessary to eliminate its unenforceability and the other provisions of this Agreement will remain in full force. Except as provided herein, the failure to exercise a right or to require performance of an obligation under this MSA shall not affect a party’s ability to exercise such right or require such performance at any time thereafter, nor shall a waiver of a breach constitute a waiver of any subsequent breach.
    5. Verification. DB may, upon reasonable notice to Customer, request information to verify that Customer’s use of the Products or Services complies with the terms of this Agreement. If DB reasonably believes that such information does not correctly disclose Customer’s Product or Service usage, DB, or a third party appointed by DB, may conduct an audit to verify that Customer’s use of the Products or Services complies with this Agreement. If the audit shows that Customer is in violation of this Agreement, then notwithstanding any other terms of this Agreement, (a) DB may terminate the Agreement with no further obligation to Customer, and (b) Customer will reimburse DB for its reasonable expenses related to the audit and will pay any associated additional fees.
    6. Product Research and Development. Customer acknowledges that DB may use data deriving from and/or regarding Customer’s use of the Products or Services for DB’s internal business purposes, such as research, development, and Product improvement.
    7. Subcontractors. DB may use subcontractors in its performance of this Agreement. Such subcontractors will have the skills and experience necessary to perform the work assigned to them. DB will remain responsible for the work performed by its subcontractors to the same degree as if the work had been performed by DB itself.
    8. Force Majeure. Neither party will be liable or responsible for any delay or failure in performance caused by a force majeure event, such as fire, flood, strike, government or military authority, earthquake, act of terrorism, internet or telecommunications failure, or any other cause beyond its reasonable control.
    9. No Third Party Beneficiaries. Except as expressly provided in this Agreement, no person, other than a party to this MSA, will be entitled to enforce any term of this Agreement.
    10. Translation Interpretation. This MSA may have been translated if DB has made the same available to Customer or an End User in connection with its use of the Products or Services; Customer and/or End User each agree that the original English text shall prevail in the case of a dispute between the parties.
    11. Attorney Fees. In the event of a dispute between the parties hereunder with respect to this Agreement is resolved by litigation or other proceeding, the prevailing party shall be entitled to receive reimbursement for all associated reasonable attorney’s fees and costs from the other party