1.1 “Authorized User”

“Authorized User” means Customer's employees, consultants, contractors, and agents: (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement; and (ii) for whom access to the Services has been purchased hereunder.

1.2 “Customer Data”

“Customer Data” means, other than Usage Data, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User to or through the Services.

1.3 “Documentation”

“Documentation” means Simbian's user manuals, handbooks, guides, technical specifications, and other similar materials relating to the Services provided by Simbian to Customer.

1.4 “Order Form”

“Order Form” means the Order Form (including attachments thereto) which are provided by Simbian to Customer pursuant to this Agreement and executed by the Parties, as such may be amended in writing from time to time by the Parties. All Order Forms are incorporated into this Agreement by reference.

1.5 “Professional Services”

“Professional Services” means any professional consulting, installation, or configuration services provided by Simbian identified in a separate SOW.

1.6 “Services”

“Services” means the Simbian software-as-a-service offering described in an Order Form, including any updates that Simbian may, in its sole discretion, make to the Services from time-to-time. Any updates will not materially diminish the functionality of the Services during an Order Form term.

1.7 “Simbian IP”

“Simbian IP” means the Services, the Documentation, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, Simbian IP includes Usage Data and any information, data, or other content derived from Simbian's monitoring of Customer's access to or use of the Services, but does not include Customer Data itself.

1.8 “SOW”

“SOW” means a document that describes specific Professional Services to be provided by Simbian to Customer.

1.9 “Third-Party Products”

“Third-Party Products” means any third-party products provided with or incorporated into the Services.

1.10 “Usage Data”

“Usage Data” means data and information related to Customer's use of the Services that is used by Simbian in aggregated and anonymized form, including to compile statistical and performance information related to the provision and operation of the Services.

2.1 Provision of Access.

Subject to and conditioned on Customer's payment of Fees and compliance with all the terms and conditions of this Agreement, Simbian hereby grants Customer a non-exclusive, limited, non-transferable (except in compliance with Section 12.7), royalty free, worldwide right to access and use the Services during the applicable Order Form term for its internal business purposes. Customer may permit Authorized Users to use the Services in accordance with the terms and conditions herein. Customer is granted a perpetual, irrevocable license to use any data, reports, analysis, or other content that result from Customer's use of the Services. Customer will use the Services in accordance with applicable laws and regulations.

2.2 Use Restrictions.

Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Without limiting the generality of the foregoing, Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; (vi) conduct any benchmarking of the Services against any competing products or services; or (vii) use the Services and/or Documentation for the purpose of developing a product or service that may be competitive with the Services.

2.3 Reservation of Rights.

Except for the limited rights and licenses expressly granted to Customer in this Agreement, nothing in this Agreement grants to Customer, by implication, waiver, estoppel, or otherwise, any right, title, or interest in or to any intellectual property rights, including in any software, the Services, Documentation, or any other Simbian IP. Simbian reserves all rights not expressly granted to Customer under this Agreement.

2.4 Suspension.

Simbian may temporarily suspend Customer's or any Authorized User's access to the Services if: (i) Simbian reasonably determines that: (a) there is a threat or attack on its systems; (b) Customer's or an Authorized User's use of the Services poses a security risk or disrupts Simbian's systems or other customers; (c) Customer or an Authorized User is using the Services for fraudulent or illegal activities; or (d) providing the Services to Customer is prohibited by law; or (ii) Simbian's access to third-party services required for Customer's use of the Services has been suspended or terminated. Simbian will use commercially reasonable efforts to notify Customer of any suspension and to restore access as soon as the issue is resolved. Simbian is not liable for any damages, losses (including data or profits), or other consequences resulting from a Service suspension.

2.5 Usage Data.

Notwithstanding anything to the contrary in this Agreement, Simbian may monitor Customer's use of the Services and collect and compile Usage Data. As between Simbian and Customer, all right, title, and interest in Usage Data, and all intellectual property rights therein, belong to and are retained solely by Simbian. Customer acknowledges that Simbian may compile Usage Data based on Customer Data input into the Services. Customer agrees that Simbian may: (i) make Usage Data publicly available in compliance with applicable law; and (ii) use Usage Data to the extent and in the manner permitted under applicable law, provided that such Usage Data does not identify Customer, its Authorized Users, or disclose Customer Data or Customer's Confidential Information.

3.1 General.

Customer is responsible and liable for all uses of the Services and Documentation resulting from any access whatsoever provided to Simbian by Customer, directly or indirectly. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall make all Authorized Users aware of this Agreement's provisions that are applicable to such Authorized User's use of the Services and shall cause Authorized Users to comply with such provisions. Customer shall use reasonable efforts to secure its passwords and credentials and will promptly notify Simbian of unauthorized account use of which it becomes aware.

3.2 Third-Party Products.

Simbian may from time to time make Third-Party Products available to Customer. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions.

4.1 Support.

Subject to payment of the corresponding Fees, Simbian will provide the support services described at https://simbian.ai/legal/sla, as such policy may be updated from time-to-time by Simbian in its sole discretion.

4.2 Professional Services.

Simbian will provide the Professional Services set forth in the applicable Order Form. Professional Services may be ordered by Customer pursuant to an Order Form or SOW describing the work to be performed, ownership, fees and any applicable milestones, dependencies and other technical specifications or related information. Each Order Form or SOW must be signed by both parties before Simbian will commence work under such Order Form or SOW.

4.3 Information Security.

At all times during the term of this Agreement, Simbian shall implement and maintain appropriate administrative, physical, technical, and organizational safeguards and security measures, including policies, processes, and controls, designed to protect against anticipated threats to the security, confidentiality, or integrity of Customer Data and Confidential Information. Simbian will also comply with the terms of the Data Processing Addendum Agreement located at https://simbian.ai/legal/dpa, which governs the processing of any personal data and the Privacy Policy located at https://simbian.ai/legal/privacy-policy. Simbian shall, at Customer's request and no more than once per year, provide Customer with a copy of its SOC-2 report (or any successor report). Additionally, Simbian shall accommodate any reasonable request by a regulator or self-regulatory organization with jurisdiction over Customer or Customer's affiliates to access Simbian's premises during regular business hours, provided Customer has given Simbian prior written notice.

5.1 Fees.

Customer shall pay Simbian the fees (“Fees”) as set forth in the applicable Order Form without offset or deduction. All Fees will be due and payable within thirty (30) calendar days of Customer's receipt of Simbian's invoice. All Order Forms are non-cancelable, and all Fees are non-refundable, unless otherwise agreed to by the Parties. If Customer fails to make any payment when due, without limiting Simbian's other rights and remedies: (i) Simbian may charge interest on the past due amount at the rate of 3% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse Simbian for all costs incurred by Simbian in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (iii) if such failure continues for thirty (30) calendar days or more, Simbian may suspend Customer's and its Authorized Users' access to any portion or all of the Services until such amounts are paid in full.

5.2 Taxes.

All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Simbian's income.

5.3 Auditing Rights and Required Records.

Customer agrees to maintain complete and accurate records in accordance with generally accepted accounting principles during the Term and for a period of two (2) years after the termination or expiration of this Agreement with respect to matters necessary for accurately determining amounts due hereunder. Simbian may, at its own expense, on reasonable prior notice, periodically inspect and audit Customer's records to evaluate Customer's compliance with this Agreement, including without limitation Customer's payment of all amounts due hereunder. If such inspection and audit reveals that Customer has underpaid Simbian with respect to any amounts due and payable during the Term, Customer shall promptly pay the amounts necessary to rectify such underpayment, together with interest in accordance with Section 5.1. Customer shall pay for the costs of the audit if the audit determines that Customer's underpayment equals or exceeds five percent (5%) for any quarter or if the audit discovers a material breach of this Agreement. Such inspection and auditing rights will extend throughout the Term of this Agreement and for a period of two (2) years after the termination or expiration of this Agreement.

6.1 Definition.

Confidential Information is information that one Party provides to the other in connection with this Agreement, orally or in writing, that is designated as confidential or that reasonably should be considered confidential given its nature or the circumstances of disclosure. Confidential Information of Customer includes, without limitation, Customer Data, and Confidential Information of Simbian includes, without limitation, Simbian IP. Confidential Information does not include information that was, at the date of disclosure, or subsequently becomes, (i) generally known or available to the public through no act or failure to act by the receiving Party; (ii) was rightfully known, without restrictions, by the receiving Party prior to receiving such information; (iii) was rightfully acquired by the receiving Party, without restrictions, from a third party who has the right to disclose such information; or (iv) was independently developed by or for the receiving Party without use of or reference to any Confidential Information of the disclosing Party. The receiving Party may disclose Confidential Information if it is required to be disclosed pursuant to a valid order by a court or other government entity with jurisdiction, provided that the receiving Party provides the disclosing Party with prompt written notice of such order in order to permit the disclosing Party to challenge such disclosure.

6.2 Confidentiality Obligations.

Each Party agrees to maintain the confidentiality of Confidential Information received during or prior to entering into this Agreement using the degree of care that it uses to protect its own Confidential Information of a similar kind, but in no event less than reasonable care.

6.3 Permitted Disclosures.

The terms of this Agreement and other Confidential Information may be disclosed confidentially to advisors, attorneys, bona fide potential acquirers, investors, or other funding sources for due diligence or by either Party to a government or regulatory authority with jurisdiction over it or its affiliates or its or their representatives in connection with an examination in the course of such authority's regulatory oversight of such Party or its affiliates. Furthermore, the receiving Party may disclose Confidential Information to its employees, representatives, and other agents (“Representatives”) who have a need to know the Confidential Information for purposes of this Agreement, and who are required to protect the Confidential Information under the terms of a written agreement with restrictions at least as protective as those herein.

6.4 Return or Destruction.

Upon termination or expiration of this Agreement or any Order Form, the receiving Party will return or destroy the disclosing Party's Confidential Information in its possession or control, including permanent removal from any storage devices or other hosting environments in receiving Party's possession or control, and, at the request of the disclosing Party, certify in writing that such Confidential Information has been returned, destroyed, or deleted, except that the receiving Party shall not be required to destroy or deliver to the disclosing Party Confidential Information to the extent retention is required by law, regulation, rule, legal or judicial process or audit requirements, inquiries by a regulator, examiner or self-regulatory organization, document retention or other internal compliance policy, or automated backup or archiving procedures; provided that all such retained Confidential Information will be held subject to the terms of this Section 6.

7.1 Simbian IP.

Customer acknowledges that, as between Customer and Simbian, Simbian owns all right, title, and interest, including all intellectual property rights, in and to the Simbian IP and, with respect to Third-Party Products, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products. Simbian retains the right to use and disclose general know-how, experience, concepts, and ideas, including methodologies for identifying and discovering vulnerabilities or weaknesses, that are acquired in connection with performing its obligations hereunder.

7.2 Customer Data.

Simbian acknowledges that, as between Simbian and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to Customer Data. Customer is solely responsible for the accuracy and legality of, and the means by which Customer acquires, Customer Data. Customer hereby grants, and hereby represents, warrants, and covenants that it has all rights necessary to grant to Simbian, a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display Customer Data and perform all acts with respect to Customer Data as may be necessary for Simbian to provide the Services to Customer, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data to generate Usage Data.

7.3 Feedback.

If Customer or any of its Authorized Users suggest or recommend changes to the Simbian IP, including, without limitation, new features or functionality relating thereto, or provide any comments, questions, suggestions, or the like related to Simbian's business or offerings (“Feedback”), Customer agrees that Simbian owns and is free to use such Feedback for any purpose, without any attribution or compensation to Customer or its Authorized Users. Simbian is not required to use any Feedback.

8.1 Mutual Warranties.

Each Party warrants to the other that: (i) it has the authority and capability to enter into this Agreement and to perform its obligations hereunder, including, with respect to Customer, authorizing internal and external penetration testing on assets defined by Customer; (ii) the execution, delivery, and performance of this Agreement by such Party have been duly authorized and will not violate any applicable laws, regulations, or contractual obligations; (iii) it has obtained all necessary consents, licenses, and approvals required for the performance of its obligations under this Agreement; (iv) this Agreement constitutes a valid and binding obligation, enforceable in accordance with its terms; and (v) it will comply with all applicable laws, regulations, and industry standards in connection with this Agreement.

8.2 Customer Warranties.

Customer warrants that it has the authority to permit Simbian to perform the Services on the data, software, hardware, networks, and other systems to which Customer grants access in connection with this Agreement. Additionally, Customer warrants that Simbian's use, collection, storage, disclosure, and processing of Customer data, including personal data, in connection with the Services will not infringe any third-party rights or violate any applicable laws, policies, rules, or regulations, including those related to privacy and cybersecurity.

8.3 Performance Warranty.

During the term of this Agreement, Simbian hereby warrants that the Services will conform in all material respects to the then-current Documentation. Customer will have thirty (30) days following the initial provision of the Services to notify Simbian of a breach of the foregoing warranty, in which event, Simbian's entire liability and Customer's sole and exclusive remedy will be for Simbian to reperform, modify, or replace the Services so that they conform to such warranty. Any remedy provided by Simbian will not extend the initial provision of the Services or any applicable update thereto. Simbian will have no obligation under this Agreement to correct, and Simbian makes no warranty with respect to, errors caused by or relating to: (i) use of the Services in a manner inconsistent with the Documentation or this Agreement; or (ii) third party hardware or software, including misuse, modification, or malfunction of either of the foregoing.

8.4 Artificial Intelligence.

Simbian warrants and represents that any use of artificial intelligence technologies shall be in accordance with the terms of the Artificial Intelligence Schedule as set forth in Exhibit A.

8.5 Disclaimer.

9.1 Simbian Indemnification.

Simbian shall defend Customer from and against any third-party claim, suit, action, or proceeding (“Third-Party Claim”) alleging that the Services infringe such third-party's U.S. intellectual property rights and shall pay all amounts finally awarded by a court of competent jurisdiction or agreed to in settlement; provided that the foregoing obligation shall not apply with respect to any Third-Party Claim based in whole or in part upon: (i) Simbian's compliance with Customer's specifications; (ii) Customer's use of the Services in combination with data, software, hardware, equipment, or technology not provided or expressly authorized by Simbian in writing. If the Services or any component thereof become, or in the opinion of Simbian, are likely to become, the subject of a Third-Party Claim (each an “Allegedly Infringing Item”), then Simbian will use reasonable efforts, at its cost and expense, to: (a) procure for Customer the right to continue using the Allegedly Infringing Item at no additional cost to Customer; (b) replace or modify, in whole or in part, the Allegedly Infringing Item to make the Services no longer infringing; or (c) if neither (a) nor (b) are reasonably commercially available to Simbian and the Allegedly Infringing Item is a material part of the Services, either Party may terminate this Agreement, effective immediately on written notice, and Simbian will provide to Customer a refund of unused, prepaid Fees for the remainder of the then-current Order Form term.

9.2 Customer Indemnification.

Customer shall defend Simbian and its affiliates, and its and their respective employees, contractors, agents, representatives, successors, and assigns from and against any Third-Party Claim (and pay all amounts finally awarded by a court of competent jurisdiction or agreed to in settlement): (i) alleging that Customer Data, or any use of Customer Data in accordance with this Agreement, infringes or misappropriates such third party's rights; (ii) related to Customer's or any Authorized User's (a) gross negligence or willful misconduct; (b) use of the Services in a manner not authorized by this Agreement; or (c) use of the Services in combination with data, software, hardware, equipment, or technology not provided or expressly authorized by Simbian in writing.

9.3 Indemnity Procedures.

The Party seeking indemnification (the “Indemnified Party”) will provide the Party from whom indemnification is sought (the “Indemnifying Party”): (i) prompt written notice of any Third-Party Claim (provided that the Indemnified Party's failure to provide such notice will not relieve the Indemnifying Party of its obligations hereunder except to the extent material prejudice results from such failure); (ii) sole control over the defense and settlement of the Third-Party Claim as described above (provided that the Indemnifying Party may not settle any Third-Party Claim in a manner that imposes any obligation of any kind on the part of the Indemnified Party, other than a monetary obligation, without the Indemnified Party's prior written consent, not to be unreasonably withheld, conditioned, or delayed); and (iii) all reasonable cooperation, at the Indemnifying Party's request and expense, in the defense and settlement of the Third-Party Claim. The Indemnified Party may participate in the defense or settlement of any such claim at its own expense and with its own choice of counsel or, if the Indemnifying Party refuses to fulfill its obligation of defense, the Indemnified Party may defend itself and seek reimbursement from the Indemnifying Party.

9.4 Sole Remedy for IP Infringement.

11.1 Term of Agreement; Order Form Term.

This Agreement commences on the Effective Date and continues until all Order Forms have expired or been terminated. Subscriptions to the Services commence on the Order Form Start Date and continue for the Order Form term, both as specified in the applicable Order Form. Following the initial Order Form term, and unless otherwise agreed to by the Parties, the Order Form will automatically renew for additional one (1) year terms, unless either Party gives the other Party written notice (email acceptable) of non-renewal at least thirty (30) days prior to the end of the then-current term. Any pricing changes for renewal terms will be reflected on the renewal invoices.

11.2 Termination for Cause.

A Party may terminate this Agreement or an Order Form: (i) upon thirty (30) days' written notice to the other Party of a material breach of this Agreement if such breach remains uncured at the expiration of such period, or (ii) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

11.3 Effect of Expiration or Termination.

Upon expiration or earlier termination of this Agreement (or an Order Form), Customer shall immediately discontinue use of the Simbian IP and, without limiting Customer's obligations under Section 6, Customer shall delete, destroy, or return all copies of the Documentation and, as applicable, other Simbian IP. No expiration or termination will affect Customer's obligation to pay all Fees that may have become due before such expiration or termination. In the event of Customer termination for cause pursuant to Section 11.2, Simbian will provide a refund of any unused, prepaid Fees for the remainder of the then-current Order Form term.

11.4 Survival.

Any provisions of this Agreement that, by their nature, should survive expiration or termination hereof, shall survive, including but not limited to provisions regarding confidentiality, intellectual property rights, indemnification, limitations of liability, dispute resolution, and any payment obligations accrued prior to expiration or termination.

12.1 Entire Agreement.

This Agreement, together with any other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.

12.2 Notices.

All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and addressed to the Parties at the addresses set forth in the applicable Order Form or to such other address that may be designated by the Party giving Notice, from time to time, in accordance with this Section. All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), email (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section.

12.3 Force Majeure.

In no event shall Simbian be liable to Customer, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond Simbian's reasonable control, including, but not limited to, acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

12.4 Amendment and Modification; Waiver.

No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement: (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

12.5 Severability.

If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible.

12.6 Governing Law; Submission to Jurisdiction.

This Agreement is governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of California. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of California in each case located in San Mateo County, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

12.7 Assignment.

Neither Party may assign any of its rights or delegate any of its obligations under this Agreement, whether voluntarily, involuntarily, by operation of law, or otherwise, without the prior written consent of the other Party. However, Simbian may assign this Agreement without restriction in connection with a merger, acquisition, or other change of control or in connection with a company reorganization. Any purported assignment or delegation in violation of this Section will be null and void. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.

12.8 Export Regulation; Export Control.

Customer acknowledges that the Services and any other Simbian IP provided under this Agreement may be subject to the export control laws and regulations of the United States and other jurisdictions. Customer agrees to comply fully with all applicable export and import laws, regulations, and restrictions, including, but not limited to, the U.S. Export Administration Regulations (EAR), the International Traffic in Arms Regulations (ITAR), and sanctions administered by the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC). Customer shall not export, re-export, transfer, or otherwise make available Simbian IP to any country, individual, or entity prohibited under such laws, nor shall Customer sell or distribute Simbian IP to any party or for any use that may violate these laws. Customer further agrees to provide all necessary information and cooperation to assist in complying with such requirements.

12.9 U.S. Government Rights.

The Documentation and software components that constitute the Services are “commercial items” as defined in 48 C.F.R. § 2.101 and consist of “commercial computer software” and “commercial computer software documentation” as those terms are used in 48 C.F.R. § 12.212. Therefore, if Customer is an agency of the U.S. Government or a contractor thereof, Customer acquires only those rights in the Services and Documentation that are granted to all other end users, in accordance with (i) 48 C.F.R. §§ 227.7201-227.7204, for Department of Defense agencies and their contractors, or (ii) 48 C.F.R. § 12.212, for all other U.S. Government agencies and their contractors.

12.10 Equitable Relief.

Customer acknowledges and agrees that a breach or threatened breach of any of its obligations under Section 2.2 or Section 6, may cause Simbian irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, Simbian will be entitled to seek equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.

12.11 Anticorruption Laws.

Customer acknowledges that it is familiar with and understands the provisions of the U.S. Foreign Corrupt Practices Act (the “FCPA”) and the U.K. Bribery Act of 2010 (the “UKBA”), and agrees to comply with their terms, as well as any applicable local laws related to anticorruption. Customer further acknowledges the prohibitions under the FCPA and UKBA against offering, giving, or authorizing the provision of anything of value, including but not limited to payments, gifts, travel, entertainment, or meals, either directly or indirectly, to any foreign government official, political party, or candidate, with the intent to influence an act or decision in their official capacity or to induce them to use their influence to assist in obtaining or retaining business related to the Services. Customer agrees not to violate or knowingly allow any violation of the FCPA, UKBA, or any other applicable anticorruption or antibribery laws, and confirms that no payment it makes will constitute a bribe, kickback, influence payment, rebate, or any other form of improper payment prohibited by such laws.

12.12 Logo.

Customer grants Simbian the right to use its name and logo in marketing materials, including on its website, case studies, presentations, and other promotional content, to identify Customer as a user of the Services.

12.13 Relationship of Parties.

The Parties are independent contractors, and nothing in this Agreement creates a partnership, joint venture, or employment relationship. Neither Party has the authority to bind the other or act on the other's behalf without the other Party's express written consent.

12.14 No Third-Party Beneficiaries.

This Agreement is for the sole benefit of the Parties hereto and their permitted successors and assigns. Nothing in this Agreement, express or implied, is intended to or shall confer any rights, benefits, or remedies upon any person or entity other than the Parties to this Agreement.

12.15 Insurance.

Simbian will maintain general commercial liability, workers compensation and any other insurance required by law or appropriate to operation of its business. All insurance will be rated A-VII or higher and will have adequate limits commensurate with industry practices. Simbian will provide certificates of insurance and add Customer as an additional insured upon request.

12.16 Counterparts; Signatures.

This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together constitute one and the same agreement. Signatures exchanged electronically, including via e-signature platforms, shall have the same legal effect as original signatures.