Master Subscription Agreement

How You Accept This Agreement

You accept this Agreement by any of the following: (a) clicking a box or button indicating acceptance; (b) executing an Ordering Document that references this Agreement; (c) initiating or paying for any Subscription; or (d) accessing or using any Free Services, free trial, or Beta Services.

Authority to Bind

If You are accepting this Agreement on behalf of a company, government entity, or other organization, You represent and warrant that You have the authority to bind that organization and its Affiliates to this Agreement. In that case, “You” and “Your” refer to that organization and its Affiliates. If You do not have that authority, or if You do not agree to this Agreement, You must not accept it and may not access or use the Services. If You accept this Agreement without the authority to bind the organization on whose behalf You purport to act, the terms and conditions of this Agreement will nonetheless be enforced against You personally and against that organization to the fullest extent permitted by law, and You shall indemnify Us for any costs, fees, or damages We incur as a result of Your lack of authority.

Modifications

We may modify this Agreement from time to time. The “last updated” date at the top of this Agreement reflects the most recent change. We will provide notice of material changes through the customer portal, email to Your designated contacts, or other reasonable means. Your continued access to or use of the Services after the effective date of a modification constitutes acceptance of the modified Agreement. If You do not agree to a modification, Your sole remedy is to stop using the Services and, where applicable, exercise any non-renewal right under Section 14.2.

Eligibility, KYC, and Audit

Access to the Services is restricted to parties that satisfy the eligibility, authorization, and Know Your Customer (“KYC”) requirements set forth in Section 2 (Authorized Use and Eligibility) and Section 3 (Know Your Customer). Your use of the Services is subject to the Right to Audit set forth in Section 4. In all cases, Section 8.1 (Fees) and the order of precedence in Section 17.3 will apply for all transactions with Us.

1. Definitions

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Agreement” means this Master Subscription Agreement, together with all Ordering Documents executed hereunder.

“Beta Services” means DigitalStakeout services or functionality made available to You to try at Your option at no additional charge that is clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description.

“Billable Service Ticket” means an online support ticket specifying the Services to be provided hereunder that is entered into between You and Us or any of Our Affiliates, including any addenda and supplements thereto. By entering into a Billable Service Ticket hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.

“Content” means data, information, or intelligence obtained or derived by DigitalStakeout from publicly available sources or third party content providers and made available to You through the Services, Beta Services, or pursuant to an Ordering Document, as more fully described in the Documentation.

“Documentation” means the applicable Service’s documentation, and its usage guides and policies, as updated from time to time, accessible via portal.digitalstakeout.com or login to the applicable Service.

“Free Access Programs” means any access to the Services provided without charge, including free trials, Free Services, demonstrations, evaluations, sandbox access, Beta Services, and any other access designated by Us as non-paid.

“Free Services” means Services that DigitalStakeout makes available to You free of charge, excluding Services offered as a free trial and Purchased Services.

“Government Opportunity” means any U.S. federal, state, local, tribal, territorial, or international government solicitation, request for proposal (RFP), request for information (RFI), request for quotation (RFQ), invitation to bid (ITB), broad agency announcement (BAA), indefinite delivery / indefinite quantity vehicle (IDIQ), governmentwide acquisition contract (GWAC), GSA Schedule, OASIS, SEWP, CIO-SP, blanket purchase agreement, task order, delivery order, teaming agreement, subcontract, or similar instrument.

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

“Order Form” means an ordering document or online order specifying the Services to be provided hereunder that is entered into between You and Us or any of Our Affiliates, including any addenda and supplements thereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.

“Ordering Document” means, individually or collectively as the context requires, any Order Form, Billable Service Ticket, online checkout, self-service Subscription enrollment, or other document or transaction by which You acquire access to a Subscription. Each Ordering Document is governed by this Agreement and, by entering into an Ordering Document, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.

“Partner Agreement” means an executed Authorized Reseller, Premier Partner, or Elite Partner agreement between You and Us authorizing You to resell, sublicense, white-label, or distribute the Services to third parties. Subscribers using the Services to deliver their own services to end customers (Service Delivery Use) are governed by the Tier 2 KYC requirements in Section 3.3 and do not require a Partner Agreement unless they also engage in resale or distribution.

“Purchased Services” means Services that You or Your Affiliate purchase under an Ordering Document, as distinguished from Free Services or those provided pursuant to a free trial.

“Services” means the services or intelligence data that are ordered by You under an Ordering Document or provided to You free of charge (as applicable) or under a free trial, and made available online by Us, including associated DigitalStakeout offline or mobile components, as described in the Documentation. “Services” exclude Content and non-DigitalStakeout Applications.

“Subscription” means a fixed-term, paid right to access and use the applicable Services, as specified in the relevant Ordering Document, subject to the usage limits, pricing, and other terms set forth therein and in this Agreement. Each line item on an Ordering Document will clearly state the applicable Subscription Term and duration, whether the item is a one-time purchase, a monthly subscription, an annual subscription, or a multi-year subscription. Subscriptions are purchased for the full Subscription Term stated in the Ordering Document, are non-cancelable, and all fees paid for Subscriptions are non-refundable, in each case as further described in Section 14.5 (No Refunds; Payment upon Termination). Unless otherwise stated in the Ordering Document, Subscriptions automatically renew for successive renewal terms equal to the expiring term at the then-current renewal rates, unless a party provides written notice of non-renewal within the notice period specified in Section 14.2. All Subscriptions are for the full duration of the Subscription Term, and any early termination (except as expressly permitted in this Agreement) does not relieve the Subscriber of the obligation to pay all fees for the entire term.

“Subscription Term” means the initial period of time during which a Subscription is in effect, as set forth in the applicable Ordering Document, together with any renewal terms as described in Section 14.2. Each Subscription Term is tied to the specific line item purchased and may differ in length from other line items under the same Agreement.

“Term” means the total period during which this Agreement remains in effect, beginning on the Effective Date (the date You first accept or execute this Agreement) and continuing until all Subscriptions under this Agreement have expired or been terminated in accordance with this Agreement. The Term may include one or more Subscription Terms of varying durations, including one-time, monthly, annual, or multi-year terms, as specified in the applicable Ordering Documents.

“User” means, in the case of an individual accepting these terms on his or her own behalf, such individual, or, in the case of an individual accepting this Agreement on behalf of a company or other legal entity, an individual who is authorized by You to use a Service, for whom You have purchased a subscription (or in the case of any Services provided by Us without charge, for whom a Service has been provisioned), and to whom You (or, when applicable, We at Your request) have supplied a user identification and password (for Services utilizing authentication). Users may include, for example, Your employees, consultants, contractors, and agents, and third parties with which You transact business, in each case subject to the eligibility and authorization restrictions in Section 2.

“We,” “Us,” or “Our” means DigitalStakeout Inc. as described in Section 15.

“You” or “Your” means, in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which You are accepting this Agreement, and Affiliates of that company or entity which have entered into Ordering Documents.

“Your Data” means electronic data and information submitted by or for You to the Services, excluding Licensed Content and Non-DigitalStakeout Applications.

2. Authorized Use and Eligibility

2.1 Authorized Subscribers

Access to the Services is conditioned on satisfaction of the KYC requirements set forth in Section 3, at the diligence tier applicable to the relationship type:

(a) Tier 1 — Standard Direct Customers. Access is authorized upon completion of the Tier 1 KYC representations in Section 3.2 and execution of an Ordering Document. No separate written pre-authorization from Us is required for Tier 1 customers, and Tier 1 KYC may be satisfied through online checkout, self-service Subscription enrollment, or other lightweight onboarding flows We make available.

(b) Tier 2 — Service Delivery Customers. Where You intend to use the Services to deliver, perform, or support a service offering for the benefit of third-party end customers (an MSP, MSSP, consultancy, GSOC-as-a-service, or similar use case), access is authorized only upon Our written approval of the Tier 2 KYC submission under Section 3.3. Where You also intend to resell, sublicense, white-label, or distribute the Services, an executed Authorized Reseller, Premier Partner, or Elite Partner agreement is also required, and the diligence under that partner agreement governs the resale relationship.

(c) Tier 3 — Government Bids and Contract Vehicles. Participation in any Government Opportunity is authorized only upon satisfaction of the Tier 3 conditions in Section 3.4, including an executed Partner Agreement and an approved deal registration.

We may, in Our sole and reasonable discretion, refuse to onboard, refuse to renew, condition access on additional diligence, or terminate access for any party that does not satisfy the requirements applicable to its tier. Access remains subject to the continuing eligibility and KYC representations described in this Agreement.

2.2 Authorized Users

The Services may be accessed only by Users. A User must be (a) a named individual to whom You have assigned a unique user identification and authentication credential, (b) employed by, contracted to, or otherwise transacting business with You within the meaning of Section 1, and (c) acting within the scope of Your authorized use case as identified in the applicable Ordering Document. You shall not (i) share User credentials, session tokens, multi-factor authentication factors, or password vaults with any individual other than the assigned User, (ii) operate shared, generic, or “team” accounts in lieu of named-User accounts where the Service supports per-User authentication, (iii) reassign a User identification to a new individual except in replacement of one who will no longer use the Service or Content, or (iv) provision a User who does not satisfy the foregoing requirements.

2.3 Restricted Persons

You may not access the Services, and You shall not permit any User, Affiliate, or third party to access the Services, if any of the following apply:

(a) the party is Our competitor, or is a researcher, market analyst, journalist, or academic with the intent to review, research, document, publish, or disclose any information about Us or the Services, in each case except with Our prior written consent;

(b) the party intends to use the Services for purposes of monitoring their availability, performance, or functionality, or for any other benchmarking or competitive purpose;

(c) the party is named on any U.S. government denied-party list, is owned or controlled (at the 25% threshold or greater) by any person or entity named on such a list, or is located, organized, or resident in a country or territory that is the subject of comprehensive U.S. sanctions or embargoes;

(d) the party has been previously suspended, terminated, debarred, or excluded by Us from access to the Services, except where We have expressly reinstated the party in writing; or

(e) the party intends to use the Services in any manner prohibited by Section 2.4 (Authorized Use Cases) or Section 6.4 (Usage Restrictions).

2.4 Authorized Use Cases

Your access to the Services is authorized solely for the use case, scope, and operating environment identified in the applicable Ordering Document or Partner Agreement. Without limiting the generality of the foregoing:

(a) the Services shall not be used to conduct criminal profiling, targeting, tracking, pattern-of-life development, or dossier surveillance of any individual, group, location, or event;

(b) the Services, Content, and DigitalStakeout-derived outputs shall not be made available to any third party as part of a commercial offering — including any managed security service, MSSP offering, GSOC-as-a-service, threat intelligence service, executive protection service, reseller offering, white-label offering, or service-bureau or outsourcing offering — except: (1) where the Subscriber uses the Services to deliver, perform, or support its own service offering to identified end customers (Service Delivery Use), pursuant to satisfaction of the Tier 2 KYC requirements in Section 3.3; or (2) where the Subscriber is reselling, sublicensing, white-labeling, or distributing the Services, pursuant to an executed Authorized Reseller, Premier Partner, or Elite Partner agreement that expressly covers the resale offering;

(c) the Services shall not be used to bid into, support, or fulfill any Government Opportunity except pursuant to satisfaction of the Tier 3 KYC requirements in Section 3.4;

(d) Free Access Programs shall not be used in lieu of executing a paid Ordering Document for production workloads, client deliverables, or commercial offerings;

(e) the Services shall not be used to extend coverage to entities, brands, business units, geographies, monitored assets, agencies, or use cases beyond what is expressly named or quantified on the applicable Ordering Document; and

(f) the Services, Content, and DigitalStakeout-derived outputs shall not be used to build, train, seed, or enrich any product, dataset, model, taxonomy, or platform offered, distributed, or used outside Your permitted internal use, including without limitation training or fine-tuning machine learning models on Content or Service outputs.

2.5 Continuing Eligibility

Your initial and continuing access to the Services is conditioned on Your continuing satisfaction of this Section 2 and Section 3. The representations made in this Section 2 and in Section 3 are continuing, and You shall promptly notify Us, and in any event within thirty (30) days, of any change that would render any such representation materially inaccurate.

2.6 Suspension and Termination for Eligibility Failure

Where We determine, in Our reasonable discretion, that a Subscriber, User, Affiliate, or other party has ceased to satisfy the eligibility, authorization, or KYC requirements set forth in this Section 2 or Section 3, We may, in any combination and without limitation, (a) require additional diligence or contractual safeguards, (b) restrict or disable specific Users or features, (c) suspend the Services in whole or in part consistent with Section 6.4 and Section 8.4, or (d) terminate this Agreement, an Ordering Document or a Partner Agreement for cause consistent with Section 14.4. Where the conduct in Our reasonable judgment threatens the security, integrity, or availability of the Services, We may suspend immediately and without prior notice consistent with the final sentence of Section 6.4.

3. Know Your Customer

3.1 Purpose

We size, price, and authorize Subscriptions based on identifiable Subscribers, identifiable Users, identifiable end customers (where applicable), and identifiable use cases. The integrity of that model — and Our ability to comply with U.S. sanctions, export control, denied-party, and government contracting obligations referenced in Section 17.1 — depends on accurate, current, and verifiable information about the parties accessing the Services. This Section 3 establishes the diligence and disclosure obligations that apply at onboarding, renewal, scope change, and on a continuing basis throughout the Term.

3.2 Tier 1 — Standard Direct Customers

All Subscribers must, at the time of executing an Ordering Document, and at each renewal or scope expansion, provide and certify the accuracy of:

(a) the full legal name, jurisdiction of organization, and principal place of business of the Subscriber;

(b) a primary business contact, a billing contact, and a security contact (which may be the same individual where appropriate);

(c) the Subscriber’s federal employer identification number, organization registration number, or equivalent government-issued identifier in the Subscriber’s jurisdiction;

(d) the Subscriber’s website, including the domain or domains from which Users will access the Services;

(e) a description of the intended use case sufficient to identify the relevant tier, scope, and feature set on the Ordering Document;

(f) the identity of any Affiliates that will receive the benefit of the Subscription, with sufficient detail to confirm Affiliate status under Section 1;

(g) a representation that the Subscriber is not a Restricted Person under Section 2.3; and

(h) a representation that the Subscriber, its Users, and any disclosed Affiliates are not located in a U.S.-embargoed jurisdiction and are not named on any U.S. government denied-party list, consistent with Section 17.1.

3.3 Tier 2 — Service Delivery Customers (MSPs and Service Providers Using DSO to Deliver Services)

This Tier 2 applies to any Subscriber that intends to use the Services, Content, or DigitalStakeout-derived outputs to perform, deliver, or support a service offering for the benefit of one or more third-party end customers — including without limitation managed security services, GSOC-as-a-service, threat intelligence services, executive protection services, continuous vetting, investigations, due diligence, and similar offerings (“Service Delivery Use”). Tier 2 is focused on the operational facts of how the Services will be used to deliver value to end customers; it is not the appropriate diligence framework for resale, sublicense, white-label, or distribution arrangements, which are governed exclusively by an executed Authorized Reseller, Premier Partner, or Elite Partner agreement and the diligence required thereunder.

In addition to all Tier 1 requirements, any Subscriber engaged in Service Delivery Use must, prior to commencing such use and at each renewal or material change in scope, provide and certify:

(a) Service offering. A description of the service offering in which the Services will be used, including the offering’s name, the categories of intelligence or analytical work the Services will support, the Subscriber’s role (e.g., MSP, MSSP, consultancy, in-house GSOC operator-for-hire, investigator), and whether DigitalStakeout is disclosed to end customers as the underlying platform;

(b) End-customer categories. A list of the categories of end customers the offering will serve, including any sectors, geographies, or end uses that implicate U.S. sanctions, export control, foreign-ownership, or government contracting requirements;

(c) Identified end customers. A specific identification of each end customer for whom the Services will be used, except where Tier 2 has been formally extended to a multi-customer authorization in writing, in which case the Subscriber shall maintain a current list of end customers and provide it to Us promptly upon request;

(d) Authorized use representation. A representation that the Service Delivery Use does not constitute resale, sublicense, white-labeling, distribution, or a service-bureau arrangement prohibited by Section 6.4(b), and that the Subscriber will not represent itself as authorized to resell, distribute, or sublicense the Services outside an executed Authorized Reseller, Premier Partner, or Elite Partner agreement; and

(e) Flow-down acknowledgment. An acknowledgment that the Subscriber will impose contractual obligations on each end customer that are no less protective than this Agreement with respect to the use of DigitalStakeout-derived outputs, and that the Subscriber will indemnify and hold Us harmless for end-customer breaches consistent with Section 13.

Tier 2 KYC must be refreshed not less than annually and within thirty (30) days of any material change in the Subscriber’s offering or end-customer base. Where the Subscriber is also a party to an Authorized Reseller, Premier Partner, or Elite Partner agreement, the diligence requirements of that partner agreement govern the resale relationship and are not duplicated under this Section 3.3.

3.4 Tier 3 — Government Bids, Proposals, and Contract Vehicles

In addition to all Tier 1 and Tier 2 requirements, no Subscriber, partner, or other party may name DigitalStakeout, identify any of Our Services or products, cite Our pricing or capabilities, attach Our materials, or otherwise represent that they are authorized to deliver DigitalStakeout-based solutions in connection with any Government Opportunity, unless and until the following conditions have been satisfied in writing prior to submission:

(a) Executed Partner Agreement. The party has executed a Partner Agreement that expressly authorizes activity in the relevant procurement vehicle, agency, or jurisdiction.

(b) Approved deal registration. The party has submitted a deal registration to Us identifying the Government Opportunity and We have approved that registration in writing. Deal registrations must include, at a minimum:

(i) the contracting agency, the soliciting office, and the contracting officer of record (where known);

(ii) the solicitation number, vehicle, and acquisition type;

(iii) the intended prime / subcontractor structure, including the identity of any prime contractor under whom the party will participate;

(iv) the intended end user agency or component, including any classified, controlled-unclassified, or otherwise restricted end-use designation;

(v) the Subscription tier, SKU configuration, scope (entities, seats, geographies, agencies), and term being proposed;

(vi) a statement of any set-aside, small business, socioeconomic, or country-of-origin requirement applicable to the solicitation; and

(vii) a representation that the party will not extend the benefit of the Subscription to any agency, component, or end user beyond what is named in the registration without an additional approved registration or scope amendment.

(c) End-user identification. The party has identified the actual government end user or end-user component to Us, even where the procurement vehicle does not require disclosure to the contracting officer. We will treat such identification as Confidential Information of the party under Section 10.

(d) Federal end-use acknowledgment. Where applicable, the party has acknowledged the FAR 12.211 / 12.212 and DFAR provisions in Section 11.4, and has confirmed that the proposed pricing, terms, and end use are consistent with this Agreement’s commercial-item posture.

(e) Compliance representations. The party has represented and warranted that, with respect to the Government Opportunity:

(i) it is not debarred, suspended, or proposed for debarment from federal contracting, and is not on any U.S. government exclusion list;

(ii) it will comply with all applicable certifications and disclosures required by the solicitation, including those relating to country-of-origin (TAA, BAA), supply-chain (Section 889, FASCSA), cybersecurity (CMMC, FedRAMP, where applicable), and Made-in-America requirements;

(iii) it will not represent to the contracting agency that DigitalStakeout holds any authorization, certification, accreditation, or attestation that We have not expressly confirmed in writing for the specific opportunity; and

(iv) it will provide Us with a copy of the as-submitted proposal sections naming Us, Our Services, or Our pricing, promptly upon submission.

(f) Post-award disclosure. Within fifteen (15) days of award (or notice that no award will be made), the party shall notify Us of the outcome and, if awarded, provide a copy of the relevant contract sections, task order, or delivery order naming Us, Our Services, or Our pricing.

(g) Our Right to Contact the Contracting Officer in Connection with Audit, Abuse Investigation, or Verification. Where We are conducting an audit under Section 4 (including a routine audit under Section 4.2 or a for-cause audit under Section 4.3), an investigation into suspected violation of Section 2.4 (Authorized Use Cases), Section 6.4 (Usage Restrictions), or any other provision of this Agreement, or a verification of representations made about Us, Our Services, Our pricing, Our authorizations, or Our role in connection with a Government Opportunity, We retain the right to contact the contracting officer, contracting specialist, agency end user, or other authorized agency personnel directly, in writing or by phone, to: (i) confirm the accuracy of any representation made to the agency about Us, Our Services, Our pricing, Our authorizations, certifications, or accreditations, or Our role as a vendor, OEM, manufacturer, or source of supply; (ii) verify the identity of the actual end user and end-use designation; (iii) clarify product configuration, scope, license type, deployment model, or technical capability for purposes of the audit, investigation, or verification; (iv) confirm or correct any disclosure required by the solicitation, including those relating to country-of-origin, supply-chain, cybersecurity, or commercial-item posture under FAR 12.211 / 12.212 and DFAR provisions referenced in Section 11.4; or (v) protect Our legal, commercial, or reputational interests where the audit, investigation, or verification has substantiated, or has a reasonable, good-faith basis to suspect, conduct prohibited by this Agreement. We will exercise this right in compliance with applicable procurement integrity laws and any active source-selection blackout periods imposed by the contracting agency, and (except in the case of a for-cause audit conducted without prior notice under Section 4.3 or where prior notice would in Our reasonable judgment frustrate the purpose of the contact) We will provide You with reasonable advance notice of Our intent to contact the contracting officer. You shall not, and shall not direct or permit any of Your personnel, agents, primes, subcontractors, or teaming partners to, (1) interfere with, obstruct, or condition Our communication with the contracting officer or other agency personnel made under this Section 3.4(g), (2) misrepresent to the agency that any such communication is unauthorized, prohibited, or improper, or (3) retaliate against Us, including by withholding deal registration, withholding payment, or restricting Our participation in future opportunities, for exercising Our rights under this Section 3.4(g). Any such interference or retaliation constitutes a material breach of this Agreement and is independent grounds for revocation of the deal registration, suspension of Services under Section 6.4, and termination for cause under Section 14.4. Nothing in any prime, teaming, or channel agreement to which You are a party shall override or limit Our rights under this Section 3.4(g) when exercised in connection with an audit, investigation, or verification described above.

A direct end-customer Subscription does not, by itself, satisfy this Section 3.4 and does not authorize a Subscriber to bid, propose, or market DigitalStakeout Services to or through any third party in any Government Opportunity.

3.5 Refusal, Conditional Acceptance, and Withdrawal

We may, in Our sole and reasonable discretion, refuse to onboard a prospective Subscriber, decline to renew or expand an existing Subscription, decline to register a deal, decline to authorize participation in a Government Opportunity, condition any of the foregoing on additional diligence or contractual safeguards, or terminate any Subscription or Partner Agreement for cause under Section 14.4, where We determine that:

(a) the party has not provided the KYC information required by this Section 3, or has provided information that is inaccurate, incomplete, or misleading;

(b) the relationship would create or appear to create a violation of U.S. sanctions, export control, denied-party, foreign-ownership, or government contracting law;

(c) the intended use case, end customer, or end use would violate Section 2.4 or Section 6.4; or

(d) the relationship presents reputational, legal, or operational risk to Us that cannot be adequately mitigated through contractual or technical means.

3.6 KYC Misrepresentation

The provision of false, incomplete, or misleading KYC information, the failure to update KYC representations within the period specified in Section 2.5, or the unauthorized naming of DigitalStakeout in a Government Opportunity, constitutes a material breach of this Agreement and any applicable Ordering Document or Partner Agreement.

4. Right to Audit

4.1 Purpose

The Right to Audit set forth in this Section 4 is the operational mechanism by which We verify compliance with this Agreement, the Ordering Documents, Partner Agreements, and the KYC requirements in Section 3. This Section 4 supplements, and does not limit, any audit, inspection, examination, or verification right available to Us under this Agreement, applicable law, or any Partner Agreement.

4.2 Routine License and Scope Verification

Once per twelve (12) month period, on not less than fifteen (15) business days’ prior written notice, We may conduct a routine review of a Subscriber’s, Affiliate’s, or partner’s compliance with this Agreement, the applicable Ordering Document, the applicable Partner Agreement, and the KYC requirements in Section 3. Routine reviews are limited in scope to license, seat, entity, scope, and feature compliance, and may include any of the following:

(a) a written self-attestation, signed by an authorized officer of the audited party, certifying compliance with the contracted scope, seat counts, monitored entity counts, query and ingestion volumes, retention windows, and feature entitlements;

(b) the audited party’s good-faith production of records reasonably necessary to corroborate the attestation, including User rosters, role assignments, scope configurations, deployment topologies, and end-customer identifications (where Tier 2 or Tier 3 KYC applies); and

(c) a virtual or on-site walkthrough of the audited party’s deployment, conducted at a mutually agreed time during normal business hours, in a manner that does not unreasonably interfere with the audited party’s operations.

4.3 For-Cause Audit

Notwithstanding Section 4.2, where We have a reasonable, good-faith basis to suspect any of the following — license scope stuffing, account sharing outside the organization, circumvention of usage limits or controls, unauthorized resale or white-labeling, unauthorized bidding into a Government Opportunity, Affiliate or related-entity piggybacking, output redistribution, free-trial or Free Services misuse, procurement misrepresentation, prohibited use disguised as authorized use, data exfiltration for derivative products, sanctions or export violations, or audit obstruction — We may conduct a for-cause audit of the Subscriber, the Subscriber’s Affiliates, the partner, the partner’s end customers, or any other party reasonably implicated in the suspected conduct.

For-cause audits may be conducted on five (5) business days’ prior written notice, or, where the suspected conduct in Our reasonable judgment threatens the security, integrity, or availability of the Services, or the confidentiality of Our Confidential Information, on no prior notice consistent with the final sentence of Section 6.4. For-cause audits are not subject to the once-per-twelve-month cadence of Section 4.2, and the scope is not limited to license verification.

4.4 Audit Scope

In a for-cause audit, We, or an independent third-party auditor selected by Us and bound to confidentiality obligations no less protective than Section 10, may, to the extent reasonably necessary to investigate the suspected conduct:

(a) inspect the audited party’s deployment of, and configuration of, the Services, including User rosters, scope configurations, query and ingestion volumes, alert and report distribution lists, integrations, API key inventories, and retention settings;

(b) review the audited party’s records relating to its use of the Services, the identification of Users, the identification of end customers, the identification of Affiliates, the distribution of alerts and reports, the export of Content, and the use of Content in offerings, deliverables, training data, models, datasets, or derivative products;

(c) review the audited party’s records relating to its participation in Government Opportunities, including proposals, statements of work, teaming agreements, subcontracts, deal registrations, and award documents that name Us, Our Services, or Our pricing;

(d) interview Users, administrators, and other personnel of the audited party with knowledge of the suspected conduct;

(e) take forensic copies of logs, configurations, exports, and other records reasonably necessary to substantiate or rebut the suspicion. Forensic copies are Our Confidential Information under Section 10 and will be retained only for the period reasonably necessary to investigate, document, and resolve the matter, and to satisfy Our legal hold obligations; and

(f) where the audited party is a party to a Partner Agreement, extend the audit to the audited party’s end customers, to the extent the suspected conduct implicates the end-customer relationship. The audited party shall include in each end-customer agreement a flow-down right of audit consistent with this Section 4.4; and

(g) where the audited party uses, sells, or supports the Services in connection with any U.S. federal, state, local, tribal, territorial, or international government contract, task order, delivery order, or similar instrument, We will, prior to initiating the audit, notify the responsible contracting officer or equivalent contracting authority of record (where known) and conduct the audit in coordination with that contracting officer to the extent required by the audit, inspection, or cooperation clauses of the applicable government contract. Where the applicable government contract requires the contracting officer’s prior authorization for third-party audit activity, We will obtain that authorization before proceeding. The audited party shall provide Us, promptly upon request, with the identity and contact information of the responsible contracting officer and a copy of any audit, inspection, security, or cooperation clauses of the applicable government contract relevant to the audit. Nothing in this subsection (g) limits Our right to suspend the Services under Section 6.4 where the suspected conduct in Our reasonable judgment threatens the security, integrity, or availability of the Services.

(h) Audit safeguards. Notwithstanding subsections (a) through (g), in conducting any audit under this Section 4 We shall, and We shall require any third-party auditor We engage to:

(i) Reasonable confidentiality safeguards. Treat all information obtained in the audit as the audited party’s Confidential Information under Section 10, restrict access on a strict need-to-know basis, and use such information solely to verify compliance with this Agreement and to substantiate or rebut the suspected conduct;

(ii) Necessity and proportionality. Limit the scope of inspection, document review, interview, and forensic collection to information reasonably necessary to verify compliance or to substantiate or rebut the specific conduct under audit, and avoid blanket or fishing-style requests;

(iii) No access to unrelated systems or data. Not access systems, networks, environments, datasets, or records of the audited party that are unrelated to the audited party’s use of the Services or to the conduct under audit, and in particular not access (A) personal data of the audited party’s employees or customers beyond what is reasonably necessary, (B) classified, controlled-unclassified, attorney-client-privileged, or trade-secret information of third parties, or (C) systems operated under separate compliance regimes (such as PCI, HIPAA, or FedRAMP) where access would create cross-regime risk;

(iv) Conduct of audit. Conduct the audit during normal business hours, with reasonable advance coordination of on-site or live remote sessions (subject to the no-prior-notice exception in Section 4.3 for security-threat-driven for-cause audits), and in a manner that does not unreasonably interfere with the audited party’s operations; and

(v) Forensic copy minimization. Limit forensic copies under subsection (e) to the records actually needed to substantiate or rebut the suspicion, segregate copies in a secure environment, and destroy or return copies once the audit is closed and Our legal hold obligations no longer require retention.

This Section 4.4(h) does not limit, and shall not be invoked to obstruct, the cooperation obligations in Section 4.5 or any audit, inspection, or examination right available to Us under applicable law or under any government contract.

4.5 Cooperation Obligations

The audited party shall cooperate in good faith with any audit conducted under this Section 4. Cooperation includes, without limitation:

(a) producing the records, configurations, and personnel reasonably requested by Us or the auditor;

(b) refraining from altering, deleting, suppressing, or falsifying records that fall within the scope of the audit, from the time the audit notice is received (or, in the case of an audit conducted without prior notice, from the time the audit commences) until the audit is concluded and the audited party is notified in writing of conclusion;

(c) providing truthful and complete attestations and declarations; and

(d) refraining from interfering with the audit, intimidating witnesses, or invoking confidentiality, privilege, or trade-secret claims for the purpose of frustrating the audit, except to the extent such claims are validly invoked under applicable law.

Failure to cooperate constitutes audit obstruction and is an independent material breach of this Agreement, the applicable Ordering Document and any Partner Agreement.

4.6 Audit Costs

Routine audits under Section 4.2 are conducted at Our expense. For-cause audits under Section 4.3 are conducted at Our expense, except that, where the audit substantiates conduct prohibited by Section 2.4 or Section 6.4, the audited party shall reimburse Our reasonable costs of the audit, including the fees of any third-party auditor, in addition to any other remedy available to Us. Reimbursement of audit costs is independent of, and in addition to, any invoice for excess usage under Section 8.2 or any damages or equitable relief available under Section 10 or Section 14.

4.7 Audit Findings and Remediation

Promptly following the conclusion of an audit, We will provide the audited party with a written summary of findings. Where findings substantiate prohibited conduct, the audited party shall, within the period specified by Us (which shall be reasonable in light of the conduct):

(a) cease the prohibited conduct;

(b) execute an Ordering Document or amendment, and pay any invoice issued under Section 8.2, to bring usage into compliance;

(c) take corrective measures, including User deprovisioning, scope reduction, removal of unauthorized integrations, withdrawal of unauthorized proposals, retraction of unauthorized marketing representations, and destruction or return of improperly retained Content; and

(d) provide a written remediation attestation, signed by an authorized officer.

Where the audited party fails to remediate within the specified period, or where the conduct is willful, repeated, or materially harmful, We may pursue any remedy available under this Agreement or at law or in equity, in any order, in Our sole discretion, including suspension under Section 6.4, termination for cause under Section 14.4, and equitable relief under Section 10.2.

4.8 Government End Customers

Where the audited party is, or the suspected conduct implicates, a government end customer, the audit shall be conducted in a manner consistent with applicable law, applicable regulation, and the audit and inspection clauses of the relevant government contract or vehicle. Nothing in this Section 4 requires the audited party to violate a non-disclosure obligation imposed by a government contracting authority, provided that the audited party promptly notifies Us of the conflict and works in good faith with Us and the contracting authority to identify a path that allows the audit to proceed. Failure to identify such a path within a reasonable period entitles Us to pursue any remedy available under this Agreement.

4.9 No Waiver

Our exercise (or non-exercise) of the Right to Audit in any instance is not a waiver of Our right to audit on any other occasion, and is not a waiver of any other right or remedy available to Us under this Agreement, an Ordering Document, a Partner Agreement, or applicable law, all of which remain expressly preserved and cumulative.

4.10 Survival

The Right to Audit, the Cooperation Obligations, and the obligation to reimburse substantiated audit costs survive expiration or termination of this Agreement, any Ordering Document and any Partner Agreement for a period of three (3) years, or for such longer period as may be required by applicable law or by an open government contract or vehicle to which the audited party is a party.

5. Free Access Programs (Free Trials, Free Services, and Beta Services)

5.1 Scope and Common Terms

This Section 5 governs all Free Access Programs. From time to time, We may make Free Access Programs available to You at Our sole discretion. Use of any Free Access Program is subject to the terms of this Agreement, the Documentation, and any additional terms presented at the point of registration. In the event of a conflict between this Section 5 and any other portion of this Agreement, this Section 5 controls with respect to Free Access Programs only. We may suspend, modify, or terminate any Free Access Program, in whole or in part, at any time, in Our sole discretion, with or without notice, and without liability to You or any third party.

5.2 Free Trials

If You are provided access to a free trial, We will make one or more Services available to You on a trial basis free of charge until the earliest of (a) the end of the trial period for which You registered, (b) the start date of any Purchased Services for the same or upgraded Services, or (c) termination by Us in Our sole discretion. Any data You enter, and any customizations made to the Services, during the trial will be permanently lost unless You purchase a Subscription to the same or applicable upgraded Services before the end of the trial period.

5.3 Free Services

We may provide Free Services up to the limits described in the Documentation. Usage in excess of those limits requires an Ordering Document for additional resources. Free Services are not a substitute for Purchased Services and may not be used for production workloads, client deliverables, or any commercial offering.

5.4 Beta Services

Beta Services are intended for evaluation purposes only, are not for production use, are not supported, and may be subject to additional terms presented at the point of access. Beta Services are not “Services” for purposes of Our service-level commitments, but all restrictions, reservations of rights, and Your obligations applicable to the Services apply equally to Beta Services. Unless otherwise stated, any Beta Services trial period expires upon the earlier of one year from the trial start date or the date a version of the Beta Services becomes generally available without the Beta designation. We may discontinue Beta Services at any time, in Our sole discretion, and may never make them generally available.

5.5 No Warranty

NOTWITHSTANDING SECTIONS 12.2 (OUR WARRANTIES) AND 13.1 (INDEMNIFICATION BY US), ALL FREE ACCESS PROGRAMS — INCLUDING FREE TRIALS, FREE SERVICES, AND BETA SERVICES — ARE PROVIDED “AS-IS” AND “AS-AVAILABLE,” WITHOUT ANY WARRANTY OF ANY KIND, AND DIGITALSTAKEOUT SHALL HAVE NO INDEMNIFICATION OBLIGATIONS WITH RESPECT TO ANY FREE ACCESS PROGRAM. WITHOUT LIMITING THE FOREGOING, DIGITALSTAKEOUT, ITS AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) YOUR USE OF ANY FREE ACCESS PROGRAM WILL MEET YOUR REQUIREMENTS, (B) YOUR USE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (C) USAGE DATA PROVIDED THROUGH ANY FREE ACCESS PROGRAM WILL BE ACCURATE. Your use of any Free Access Program remains subject to Your obligations under this Agreement, including the indemnification obligations in Section 13.2 and the eligibility, anti-abuse, and Restricted Person provisions in Sections 2 and 3.

5.6 Eligibility and Anti-Abuse

Free Access Programs are subject to the eligibility, restricted-persons, and KYC requirements in Sections 2 and 3. You shall not (a) register successive trials under different corporate identities, email domains, or aliases to extend free access; (b) use Free Access Programs for production workloads, client deliverables, or commercial offerings; or (c) access Free Access Programs for benchmarking, competitive analysis, market research, journalism, or academic study contrary to Section 2.3. We may immediately and without prior notice terminate access to any Free Access Program for any reason or no reason, including suspected violation of these requirements.

6. Use of Services and Content

6.1 Subscriptions

Unless otherwise provided in the applicable Ordering Document or Documentation, (a) Purchased Services and access to Content are purchased as Subscriptions, (b) Subscriptions for Purchased Services may be added during a Subscription Term at the same pricing as the underlying Subscription pricing, prorated for the portion of that Subscription Term remaining at the time the Subscriptions are added, and (c) any added Subscriptions will terminate on the same date as the underlying Subscriptions.

6.2 Usage Limits

Services and Content are subject to usage limits, including, for example, the quantities specified in Ordering Documents and Documentation. Unless otherwise specified, (a) a quantity in an Ordering Document refers to Users, and the Service or Content may not be accessed by more than that number of Users, (b) a User’s password may not be shared with any other individual, and (c) except as set forth in an Ordering Document, a User identification may only be reassigned to a new individual replacing one who will no longer use the Service or Content. If You exceed a contractual usage limit, We may work with You to seek to reduce Your usage so that it conforms to that limit. If, notwithstanding Our efforts, You are unable or unwilling to abide by a contractual usage limit, You will execute an Ordering Document for additional quantities of the applicable Services or Content promptly upon Our request, and/or pay any invoice for excess usage in accordance with Section 8.2.

6.3 Your Responsibilities

You will (a) be responsible for Users’ compliance with this Agreement, the Documentation, and Ordering Documents, (b) be responsible for the accuracy, quality, and legality of Your Data, the means by which You acquired Your Data, and Your use of Your Data with Our Services, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services and Content, and notify Us promptly of any such unauthorized access or use, (d) use Services and Content only in accordance with this Agreement, the Documentation, Ordering Documents, and applicable laws and government regulations, and (e) comply with terms of service of any Non-DigitalStakeout Applications with which You use Services or Content.

6.4 Usage Restrictions

You will not (a) make any Service or Content available to anyone other than Users, or use any Service or Content for the benefit of anyone other than You, unless expressly stated otherwise in an Ordering Document or the Documentation, (b) sell, resell, license, sublicense, distribute, make available, rent, or lease any Service or Content, or include any Service or Content in a service bureau or outsourcing offering, except as expressly authorized under a Partner Agreement, (c) use a Service or Non-DigitalStakeout Application to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use a Service or Non-DigitalStakeout Application to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Service or Content or its related systems or networks, (g) permit direct or indirect access to or use of any Service or Content in a way that circumvents a contractual usage limit, (h) use any of Our Services in a manner that violates Our responsible use policies, or to access or use any of Our intellectual property except as permitted under this Agreement, an Ordering Document, or the Documentation, (i) conduct criminal profiling, targeting, tracking, or develop a pattern of life or dossiers (i.e., conduct surveillance) on any individual, group, location, or event, (j) modify, copy, or create derivative works based on a Service or any part, feature, function, or user interface thereof, (k) copy Content except as permitted herein or in an Ordering Document or the Documentation, (l) frame or mirror any part of any Service or Content, other than framing on Your own intranets or otherwise for Your own internal business purposes or as permitted in the Documentation, or (m) disassemble, reverse engineer, or decompile a Service or Content, or access it to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions, or graphics of the Service, (3) copy any ideas, features, functions, or graphics of the Service, or (4) determine whether the Services are within the scope of any patent. Any use of the Services in breach of this Agreement, the Documentation, or Ordering Documents by You or Users that in Our judgment threatens the security, integrity, or availability of Our Services, may result in Our immediate suspension of the Services; however, We will use commercially reasonable efforts under the circumstances to provide You with notice and an opportunity to remedy such violation or threat prior to such suspension.

6.5 Removal of Content and Non-DigitalStakeout Applications

If We are required by a licensor to remove Content, or receive information that Content provided to You may violate applicable law or third-party rights, We may so notify You and in such event You will promptly remove such Content from Your systems. If We receive information that a Non-DigitalStakeout Application hosted on a Service by You may violate Our responsible use policy or applicable law or third-party rights, We may so notify You and in such event You will promptly disable such Non-DigitalStakeout Application or modify the Non-DigitalStakeout Application to resolve the potential violation. If You do not take required action in accordance with the above, We may disable the applicable Content, Service, and/or Non-DigitalStakeout Application until the potential violation is resolved.

6.6 Use of Logo

Subject to Your right to opt out under this Section 6.6, You grant Us the right to use Your company or organization logo and name in marketing, sales, financial, and public relations materials and other communications solely to identify You as a customer, in a manner consistent with any usage guidelines You provide and Our reasonable trademark practices. You may opt out of this license at any time by (i) electing the logo opt-out at the time of KYC submission under Section 3, (ii) so indicating on the applicable Ordering Document, or (iii) providing written notice to Our Legal Department under Section 16.2. Upon opt-out, We shall, within thirty (30) days, cease new use of Your logo and name in marketing materials and shall remove Your logo from Our then-current website customer list and similar prospective-facing materials, provided that We are not required to recall, destroy, or modify materials already in print, distribution, or third-party publication. We hereby grant You the right to use Our logo solely to identify Us as a provider of services to You, in accordance with Our trademark guidelines as updated from time to time. Other than as expressly stated in this Section 6.6, neither party shall use the other party’s marks, codes, drawings, or specifications without the prior written permission of the other party.

6.7 No Guarantees of Data Collection, Source Coverage, or Threat Detection

The Services collect, normalize, enrich, classify, and surface publicly available data and third-party content using a combination of automated collectors, third-party data feeds, application programming interfaces, machine learning models, statistical classifiers, taxonomies, and rule-based detection logic. The conditions under which the Services operate change continuously and unpredictably as a result of factors outside Our reasonable control, including without limitation: changes to source platform terms, application programming interfaces, rate limits, authentication schemes, anti-scraping measures, content moderation policies, regional access restrictions, and account or content takedowns; changes to third-party data feeds, licensing arrangements, and supplier relationships; changes to applicable law and regulation; the inherent variability of natural-language, image, and signal classification; and the evolving tactics, techniques, and procedures of threat actors and other entities the Services attempt to detect or characterize.

Accordingly, You acknowledge and agree that:

(a) No guarantee of source coverage. We do not represent, warrant, or guarantee that the Services will collect, ingest, surface, or retain data from any specific source, platform, account, page, post, channel, geography, language, or category at any particular time, in any particular volume, with any particular latency, or at all. Source availability, completeness, timeliness, and fidelity may change without notice. The fact that a source was available, supported, or productive in the past is not a representation that it will be available, supported, or productive in the future.

(b) No guarantee of threat detection. We do not represent, warrant, or guarantee that the Services will detect, identify, classify, alert on, prioritize, or correctly characterize any specific threat, risk, indicator, entity, behavior, communication, content item, or event. Our classifiers, models, taxonomies, and detection rules are subject to false positives, false negatives, mis-classification, mis-attribution, drift, and other errors inherent to automated analysis at scale. The absence of an alert, indicator, score, or surfaced result is not a representation that no underlying condition exists, and the presence of an alert, indicator, score, or surfaced result is not a representation that an underlying condition has been confirmed, validated, or substantiated.

(c) No guarantee of accuracy or completeness of Content. Content surfaced by the Services is derived from third-party sources whose accuracy and completeness We do not control. We do not independently verify the truth, completeness, currency, or authorship of Content unless expressly stated in the Documentation for a specific Service feature. You are responsible for evaluating Content before relying on it.

(d) Reasonable efforts standard. Our obligation with respect to data collection, source coverage, and threat detection is to use commercially reasonable efforts, applied in good faith and consistent with industry practice for open-source intelligence, threat intelligence, and risk monitoring services, to operate, maintain, and continuously improve the Services. This is the sole and exclusive standard against which Our performance with respect to data collection, source coverage, and threat detection shall be measured. No higher standard — including any guarantee, warranty of fitness for a particular use case, service-level commitment with respect to findings, or detection accuracy threshold — applies, and any such higher standard is expressly disclaimed.

(e) Intelligence is input, not decision. The Services produce intelligence outputs intended to inform Your decision-making. They do not make decisions for You and are not a substitute for Your independent judgment, investigation, validation, escalation procedures, legal review, or human analyst review. You are solely responsible for the decisions You make and the actions You take or fail to take based on, in reliance on, or in connection with the Services, including without limitation decisions about personnel, security posture, executive protection, physical security, investigations, legal action, public communications, financial transactions, and operational response. We have no liability for any decision, action, inaction, or outcome based on, in reliance on, or in connection with the Services, including any failure to detect, surface, prioritize, or correctly characterize any threat, risk, or condition.

(f) No professional services relationship absent express engagement. Use of the Services does not create an attorney-client, fiduciary, advisory, investigative, security consulting, or other professional services relationship between You and Us. Where We provide professional services in addition to the Services, those professional services are governed by a separately executed statement of work and the limitations in this Section 6.7 continue to apply to the underlying Services.

This Section 6.7 supplements, and does not limit, the limited warranty in Section 12.3, the disclaimers in Section 12.4, and the limitations of liability in Section 15.

7. Non-DigitalStakeout Providers

7.1

We or third parties may make available third-party products or services, including, for example, Non-DigitalStakeout Applications and implementation and other consulting services. Any acquisition by You of such products or services, and any exchange of data between You and any Non-DigitalStakeout provider, product, or service, is solely between You and the applicable Non-DigitalStakeout provider. We do not warrant or support Non-DigitalStakeout Applications or other Non-DigitalStakeout products or services, whether or not they are designated by Us as “certified” or otherwise, unless expressly provided otherwise in an Ordering Document.

7.2 Non-DigitalStakeout Applications and Your Account

If You choose to use a Non-DigitalStakeout Application with a Service, You grant Us permission to allow the Non-DigitalStakeout Application and its provider to access Your account as required for the interoperation of that Non-DigitalStakeout Application with the Service. We are not responsible for any disclosure, modification, or deletion resulting from access by such Non-DigitalStakeout Application or its provider.

7.3 Interoperation with Non-DigitalStakeout Applications

The Services may contain features designed to interoperate with Non-DigitalStakeout Applications. To use such features, You may be required to obtain access to such Non-DigitalStakeout Applications from their providers, and may be required to grant Us access to Your account(s) on such Non-DigitalStakeout Applications. We cannot guarantee the continued availability of such Service features, and may cease providing them without entitling You to any refund, credit, or other compensation, if for example and without limitation, the provider of a Non-DigitalStakeout Application ceases to make the Non-DigitalStakeout Application available for interoperation with the corresponding Service features in a manner acceptable to Us.

8. Fees and Payment for Purchased Services

8.1 Fees

You will pay all fees specified in Ordering Documents. Except as otherwise specified herein or in an Ordering Document, (i) fees are based on Services and Content Subscriptions purchased and not actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant Subscription Term.

8.2 Invoicing and Payment

You will provide Us with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to Us. If You provide credit card information to Us, You authorize Us to charge such credit card for all Purchased Services listed in the Ordering Document for the initial Subscription Term and any renewal Subscription Term(s) as set forth in Section 14.2. Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Ordering Document. If the Ordering Document specifies that payment will be by a method other than a credit card, We will invoice You in advance and otherwise in accordance with the relevant Ordering Document. Unless otherwise stated in the Ordering Document, invoiced charges are due on receipt from the invoice date. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information.

8.3 Overdue Charges

If any invoiced amount is not received by Us by the due date, then without limiting Our rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) We may condition future Subscription renewals and Ordering Documents on payment terms shorter than those specified in Section 8.2.

8.4 Suspension of Service and Acceleration

If any amount owing by You under this or any other agreement for Our services is 30 or more days overdue (or 10 or more days overdue in the case of amounts You have authorized Us to charge to Your credit card), We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Our services to You until such amounts are paid in full. Other than for customers paying by credit card or direct debit whose payment has been declined, We will give You at least 10 days’ prior notice that Your account is overdue, in accordance with Section 16.2 for billing notices, before suspending services to You.

8.5 Payment Disputes

We will not exercise Our rights under Section 8.3 or 8.4 above if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.

8.6 Taxes

Our fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use, or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this Section 8.6, We will invoice You and You will pay that amount unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, We are solely responsible for taxes assessable against Us based on Our income, property, and employees.

8.7 Future Functionality

You agree that Your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Us regarding future functionality or features.

9. Our Responsibilities

9.1 Provision of Purchased Services

We will (a) make the Services and Content available to You pursuant to this Agreement and any applicable Ordering Documents, (b) provide applicable DigitalStakeout standard support for the Purchased Services to You at no additional charge, and/or upgraded support if purchased, (c) use commercially reasonable efforts to make the online Purchased Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which We shall give advance electronic notice), and (ii) any unavailability caused by circumstances beyond Our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Our employees), Internet service provider failure or delay, Non-DigitalStakeout Application, or denial of service attack.

9.2 Protection of Your Data

We will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Your Data, as described in the Documentation. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification, or disclosure of Your Data by Our personnel except (a) to provide the Purchased Services and prevent or address service or technical problems, (b) as compelled by law in accordance with Section 10.4 below, or (c) as You expressly permit in writing.

9.3 Our Personnel

We will be responsible for the performance of Our personnel (including Our employees and contractors) and their compliance with Our obligations under this Agreement, except as otherwise specified herein.

10. Confidentiality

10.1 Definition of Confidential Information

“Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes Your Data; Our Confidential Information includes the Services and Content; and Confidential Information of each party includes the terms and conditions of this Agreement and all Ordering Documents (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

10.2 Equitable Relief

You agree that the non-disclosure restrictions contained in this Agreement are reasonable in scope and are necessary to protect DigitalStakeout’s legitimate interest in protecting its business and other customers, and any breach or threatened breach of non-disclosure may cause significant and irreparable harm to DigitalStakeout for which remedies at law may be inadequate, and that in addition to, and not in lieu of, all other remedies DigitalStakeout may be entitled to, DigitalStakeout may be entitled to seek specific performance and injunctive or other equitable relief to prevent or restrain breaches or threatened breaches, and to enforce the provisions of this Agreement, without the necessity of proving actual damages.

10.3 Protection of Confidential Information

The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Neither party will disclose the terms of this Agreement or any Ordering Document to any third party other than its Affiliates, legal counsel, and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel, or accountants will remain responsible for such Affiliate’s, legal counsel’s, or accountant’s compliance with this Section 10. Notwithstanding the foregoing, We may disclose the terms of this Agreement and any applicable Ordering Document to a subcontractor or Non-DigitalStakeout Application Provider to the extent necessary to perform Our obligations to You under this Agreement, under terms of confidentiality materially as protective as set forth herein.

10.4 Compelled Disclosure

The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the 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. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

10.5 Public Records Compliance

We recognize that public agencies subject to public records laws, freedom of information laws, sunshine laws, or similar disclosure statutes (collectively, “Public Records Laws”) may be required to disclose information notwithstanding contractual confidentiality obligations. Accordingly:

(a) Notice. If You receive a request under any Public Records Law that may require disclosure of Our Confidential Information, including without limitation pricing, terms of this Agreement, the Documentation, technical or architectural information, Content, audit findings, or any DigitalStakeout-derived output, You shall, to the maximum extent permitted by applicable law, provide Us with prompt written notice — and in any event no fewer than ten (10) business days before disclosure where reasonably practicable — identifying the request and the specific information proposed for release.

(b) Cooperation and Review. Within the timeline imposed by the Public Records Law, You shall cooperate with Us in good faith to identify and assert any applicable exemption, exception, privilege, or protection — including without limitation trade secret, proprietary commercial information, security, critical infrastructure, and law enforcement exemptions — to limit, redact, or withhold disclosure of Our Confidential Information. You shall give reasonable consideration to any redactions, exemption arguments, or supporting declarations We provide before responding to the request.

(c) No Bar to Lawful Disclosure. Nothing in this Section 10.5 requires You to violate, withhold action under, or fail to comply with any Public Records Law. Where a Public Records Law compels disclosure after reasonable assertion of available exemptions and protections, Your disclosure pursuant to that law shall not constitute a breach of this Agreement.

(d) Cost Allocation. If We elect to defend against, intervene in, or appeal a disclosure determination, We shall do so at Our own cost, and You shall provide reasonable cooperation at Our expense.

11. Proprietary Rights and Licenses

11.1 Reservation of Rights

Subject to the limited rights expressly granted hereunder, We and Our Affiliates, Our licensors, and Content Providers reserve all of Our/their right, title, and interest in and to the Services and Content, including all of Our/their related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.

11.2 Access to and Use of Content

You have the right to access and use applicable Content subject to the terms of applicable Ordering Documents, this Agreement, and the Documentation.

11.3 License to Use Feedback

You grant to Us and Our Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into Our and/or Our Affiliates’ services any suggestion, enhancement request, recommendation, correction, or other feedback provided by You or Users relating to the operation of Our or Our Affiliates’ services.

11.4 Federal Government End Use Provisions

We provide the Services, including related software and technology, that may be delivered to a federal government end user, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Services include only those rights customarily provided to the public as specified in this Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not granted under these terms, it must negotiate with Us to determine if there are acceptable terms for granting those rights, and a mutually acceptable written addendum specifically granting those rights must be included in any applicable agreement.

12. Representations, Limited Warranty, and Disclaimer

12.1 Mutual Capacity Representations

Each party represents that it has validly entered into this Agreement and has the legal power to do so.

12.2 Your Continuing Representations

You further represent and warrant, on a continuing basis, that (a) You satisfy the eligibility, authorization, and KYC requirements set forth in Sections 2 and 3, (b) the information You have provided in connection with onboarding, renewal, scope expansion, deal registration, and any Government Opportunity is accurate, complete, and not misleading, and (c) You will promptly notify Us of any change that would render any of the foregoing materially inaccurate.

12.3 Limited Performance Warranty

Subject to Section 12.4 (Disclaimer), Section 6.7 (No Guarantees of Data Collection, Source Coverage, or Threat Detection), and Section 5.5 (Free Access Programs — No Warranty), We warrant to You during each Subscription Term that:

(a) the Purchased Services will resemble applicable Documentation; and

(b) We will use commercially reasonable efforts to maintain the availability of the Purchased Services in accordance with Section 9.1.

This Section 12.3 does not apply to (i) Free Access Programs; (ii) data collection coverage, threat detection accuracy, or any output, finding, or result generated by the Services, all of which are governed by Section 6.7; (iii) issues caused by Your acts or omissions, Your data, Your configurations, Your Users, or Non-DigitalStakeout Applications; (iv) issues caused by force majeure, third-party hosting providers, or third-party data sources or feeds; or (v) issues that We cannot reproduce or that arise from a deployment that has not been kept current with Documented configurations.

Your sole and exclusive remedy for any breach of this Section 12.3 is, at Your election, to either (1) request a credit as described in Our then-current support policy, or (2) terminate the affected Subscription on written notice. Termination under this Section 12.3 is subject to Section 14.5 (No Refunds; Payment upon Termination), and any credit issued under clause (1) shall be in the form, amount, and on the conditions set forth in Our support policy.

12.4 Disclaimer of Warranties

EXCEPT FOR THE LIMITED WARRANTY EXPRESSLY SET FORTH IN SECTION 12.3, THE SERVICES, CONTENT, AND ALL DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE, OUR AFFILIATES, OUR LICENSORS, AND OUR CONTENT PROVIDERS MAKE NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND WE SPECIFICALLY DISCLAIM ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, ACCURACY, COMPLETENESS, AVAILABILITY, OR ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT (A) THE SERVICES WILL MEET YOUR REQUIREMENTS, (B) THE SERVICES WILL OPERATE UNINTERRUPTED, ON-TIME, SECURELY, OR ERROR-FREE, (C) THE RESULTS OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, OR (D) ANY ERRORS IN THE SERVICES WILL BE CORRECTED. NO STATEMENT, INFORMATION, OR ADVICE — WHETHER ORAL OR WRITTEN — OBTAINED FROM US, OUR PERSONNEL, OUR PARTNERS, OR THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

CONTENT, BETA SERVICES, AND ALL FREE ACCESS PROGRAMS ARE PROVIDED EXCLUSIVE OF ANY WARRANTY WHATSOEVER. THE NO-GUARANTEE PROVISIONS OF SECTION 6.7 (NO GUARANTEES OF DATA COLLECTION, SOURCE COVERAGE, OR THREAT DETECTION) ARE A MATERIAL PART OF THIS DISCLAIMER. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.

YOU ACKNOWLEDGE THAT THE FEES CHARGED BY US REFLECT THIS ALLOCATION OF RISK AND THAT, ABSENT THIS DISCLAIMER, THE FEES WOULD BE MATERIALLY HIGHER.

13. Mutual Indemnification

13.1 Indemnification by Us

We will defend You against any claim, demand, suit, or proceeding made or brought against You by a third party alleging that any Purchased Service infringes or misappropriates such third party’s intellectual property rights (a “Claim Against You”), and will indemnify You from any damages, attorney fees, and costs finally awarded against You as a result of, or for amounts paid by You under a settlement approved by Us in writing of, a Claim Against You, provided You (a) promptly give Us written notice of the Claim Against You, (b) give Us sole control of the defense and settlement of the Claim Against You (except that We may not settle any Claim Against You unless it unconditionally releases You of all liability), and (c) give Us all reasonable assistance, at Our expense. If We receive information about an infringement or misappropriation claim related to a Service, We may in Our discretion and at no cost to You (i) modify the Services so that they are no longer claimed to infringe or misappropriate, in a manner that does not materially diminish their functionality, (ii) obtain a license for Your continued use of that Service in accordance with this Agreement, or (iii) terminate Your Subscription for that Service upon 30 days’ written notice. In that event, We will refund to You the prepaid fees attributable to the unused remainder of the then-current Subscription Term for the terminated Service, calculated on a pro-rata basis from the effective date of termination. This is a limited exception to Section 14.5 (No Refunds; Payment upon Termination) and applies only to a termination by Us under this clause (iii) of Section 13.1. The above defense and indemnification obligations do not apply if (1) the allegation does not state with specificity that Our Services are the basis of the Claim Against You; (2) a Claim Against You arises from the use or combination of Our Services or any part thereof with software, hardware, data, or processes not provided by Us, if Our Services or use thereof would not infringe without such combination; (3) a Claim Against You arises from Services under an Ordering Document for which there is no charge, or from any Free Access Program; (4) a Claim Against You is based on traditional online storefront commerce functionality that is or was in general use in the industry; or (5) a Claim Against You arises from Content, a Non-DigitalStakeout Application, or Your use of the Services in violation of this Agreement, the Documentation, or applicable Ordering Documents.

13.2 Indemnification by You

You will defend Us and Our Affiliates against any claim, demand, suit, or proceeding made or brought against Us by a third party alleging that (a) any of Your Data or Your use of Your Data with Our Services, (b) a Non-DigitalStakeout Application provided by You, (c) the combination of a Non-DigitalStakeout Application provided by You and used with Our Services, or (d) Your use of the Services or Content in an unlawful manner or in violation of this Agreement, the Documentation, or any Ordering Document, infringes or misappropriates such third party’s intellectual property rights or otherwise gives rise to liability (each a “Claim Against Us”), and You will indemnify Us from any damages, attorney fees, and costs finally awarded against Us as a result of, or for any amounts paid by Us under a settlement approved by You in writing of, a Claim Against Us, provided We (a) promptly give You written notice of the Claim Against Us, (b) give You sole control of the defense and settlement of the Claim Against Us (except that You may not settle any Claim Against Us unless it unconditionally releases Us of all liability), and (c) give Us all reasonable assistance, at Your expense.

13.3 Government Indemnification Carve-Out

If You are a U.S. federal, state, local, tribal, territorial, or international government entity, agency, instrumentality, or department, Your indemnification obligation under Section 13.2 applies only to the maximum extent permitted by the constitution, statutes, regulations, and procurement rules of Your jurisdiction. Nothing in this Agreement shall be construed as (a) a waiver of any sovereign, governmental, or qualified immunity, (b) a waiver of any defense, liability cap, or damages limitation available to You under applicable law, (c) a commitment to indemnify in advance of an authorized appropriation, or (d) an obligation that exceeds Your authority to incur under applicable law. Where Your jurisdiction prohibits indemnification entirely, Section 13.2 is read out as to You. Where Your jurisdiction permits indemnification only to a defined limit or only on a defined basis (such as comparative fault, contribution, or hold-harmless within statutory caps), Section 13.2 applies on that basis and to that limit. The remaining provisions of this Agreement shall continue in full force and effect notwithstanding any modification or limitation of Section 13.2 under this Section 13.3.

13.4 Exclusive Remedy

This Section 13 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this Section 13.

14. Term and Termination

14.1 Term of Agreement

This Agreement commences on the date You first accept it and continues until all Subscriptions hereunder have expired or have been terminated.

14.2 Term of Purchased Subscriptions; Renewals

The term of each Subscription shall be as specified in the applicable Ordering Document. Except as otherwise specified in an Ordering Document, Subscriptions will automatically renew for additional periods equal to the expiring Subscription Term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least forty-five (45) days before the end of the relevant Subscription Term. The per-unit pricing during any renewal term will increase by up to 10% above the applicable pricing in the prior term, unless We provide You notice of different pricing at least 60 days prior to the applicable renewal term. Except as expressly provided in the applicable Ordering Document, renewal of promotional or one-time priced Subscriptions will be at Our applicable list price in effect at the time of the applicable renewal. Notwithstanding anything to the contrary, any renewal in which Subscription volume for any Services has decreased from the prior term will result in re-pricing at renewal without regard to the prior term’s per-unit pricing.

14.3 Government Auto-Renewal Carve-Out

If You are a U.S. federal, state, local, tribal, territorial, or international government entity, agency, instrumentality, or department, automatic renewal under Section 14.2 will occur only if and to the extent both of the following conditions are satisfied:

(a) Statutory or Regulatory Authorization. The constitution, statutes, regulations, and procurement rules of Your jurisdiction permit Your entry into a multi-fiscal-period agreement with automatic renewal terms, or the renewal has been expressly approved through Your jurisdiction’s required procurement, contracting, or governance process; and

(b) Appropriation of Funds. Funds for the applicable renewal term have been duly authorized, appropriated, and made available for the applicable fiscal period under Your jurisdiction’s budget, appropriations, or equivalent fiscal authority.

If either condition is not satisfied as of the start of the renewal term, this Agreement and any related Ordering Documents will terminate automatically at the end of the then-current Subscription Term without penalty, fees, or further obligation to either party for the un-renewed period (subject to Your obligation under Section 14.5 to pay all fees accrued for the period prior to termination). You shall provide Us with written notice of non-appropriation or non-authorization as soon as reasonably practicable, and in any event no later than thirty (30) days before the end of the then-current Subscription Term. Nothing in this Section 14.3 obligates You to commit funds beyond the then-current fiscal period or to incur any liability prohibited by Your jurisdiction’s law.

14.4 Termination

A party may terminate this Agreement for cause (i) upon 30 days’ written notice to the other party of a material breach 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. Without limiting the foregoing, We may terminate this Agreement, an Ordering Document or any Partner Agreement for cause where You fail to satisfy the eligibility, authorization, or KYC requirements set forth in Sections 2 or 3, where You engage in conduct prohibited by Section 2.4 or Section 6.4, or where You obstruct an audit conducted under Section 4.

14.5 No Refunds; Payment upon Termination

Unless mutually agreed in a binding agreement, all fees paid to Us are non-refundable. Termination of this Agreement, an Ordering Document or any Subscription — whether by You or by Us, for cause or otherwise — does not entitle You to any refund, credit, or offset of any fees paid or payable, and We will not refund prepaid fees except as expressly provided in this Agreement. If We terminate this Agreement, an Ordering Document or any Subscription for cause, all unpaid fees covering the remainder of the then-current term become immediately due and payable, and You shall pay those fees to Us within thirty (30) days of the effective date of termination. In no event will termination or expiration relieve You of Your obligation to pay any fees payable to Us for the period prior to the effective date of termination, nor of any other accrued obligation under this Agreement.

14.6 Your Data Deletion

30 days after the effective date of termination or expiration of this Agreement, We will delete or destroy all copies of Your configuration and Your Data in Our systems or otherwise in Our possession or control, unless legally prohibited or required to be retained pursuant to an active audit, investigation, or legal hold under Section 4 or applicable law.

14.7 Surviving Provisions

The sections titled “Know Your Customer,” “Right to Audit,” “Free Access Programs,” “Fees and Payment,” “No Guarantees of Data Collection, Source Coverage, or Threat Detection,” “Confidentiality,” “Proprietary Rights and Licenses,” “Limited Performance Warranty,” “Disclaimer of Warranties,” “Mutual Indemnification,” “Limitation of Liability,” “No Refunds; Payment upon Termination,” “Your Data Deletion,” “Removal of Content and Non-DigitalStakeout Applications,” “Surviving Provisions,” and “General Provisions” will survive any termination or expiration of this Agreement, in each case for the period specified in the applicable section or, where no period is specified, indefinitely.

15. Limitation of Liability

15.1 Limitation of Liability

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU AND YOUR AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT YOUR AND YOUR AFFILIATES’ PAYMENT OBLIGATIONS UNDER SECTION 8.

15.2 Exclusion of Consequential and Related Damages

IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION, OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

16. Whom You Are Contracting With, Notices, Governing Law, and Jurisdiction

16.1 General

Who You are contracting with under this Agreement, who You should direct notices to under this Agreement, what law will apply in any dispute or lawsuit arising out of or in connection with this Agreement, and which courts have jurisdiction over any such dispute or lawsuit, depend on where You are domiciled.

You are contracting with: DigitalStakeout Inc., a Georgia Corporation

Notices should be addressed to:
DigitalStakeout Inc.
Attn: Legal Department
234 Morrell Road, Suite 360
Knoxville, TN 37919-5876 USA

The governing law is: Georgia and controlling United States federal law

The courts having exclusive jurisdiction are: Atlanta, Georgia, U.S.A.

16.2 Manner of Giving Notice

Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c), except for notices of termination or an indemnifiable claim (“Legal Notices”), which shall clearly be identifiable as Legal Notices, the day of sending by email. Billing-related notices to You will be addressed to the relevant billing contact designated by You. All other notices to You will be addressed to the relevant Services system administrator designated by You.

16.3 Agreement to Governing Law and Jurisdiction

Each party agrees to the applicable governing law above without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts above.

16.4 No Agency

For the avoidance of doubt, We are entering into this Agreement as principal and not as agent for any other company. Subject to any permitted assignment under Section 17.4, the obligations owed by Us under this Agreement shall be owed to You solely by Us and the obligations owed by You under this Agreement shall be owed solely to Us.

17. General Provisions

17.1 Export Compliance

The Services, Content, other technology We make available, and derivatives thereof may be subject to export laws and regulations of the United States and other applicable jurisdictions. Each party represents that it is not, and is not owned or controlled by any party that is, named on any U.S. government denied-party, sanctions, or exclusion list, including those administered by the U.S. Department of the Treasury Office of Foreign Assets Control (OFAC), the U.S. Department of Commerce Bureau of Industry and Security (BIS), the U.S. Department of State, or equivalent authorities of other applicable jurisdictions. You shall not permit any User, Affiliate, or third party to access or use any Service or Content in or from any country, region, territory, or jurisdiction that is, at the time of access or use, the subject of comprehensive U.S. sanctions or embargoes, or in any manner that violates any applicable U.S. or other export law, sanctions program, or denied-party regulation, in each case as those laws and programs are in effect from time to time. Compliance with sanctions, export controls, and denied-party screening is further addressed in Sections 2 and 3.

17.2 Anti-Corruption

You agree that You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Our employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If You learn of any violation of the above restriction, You will use reasonable efforts to promptly notify Our Legal Department at legal[at]digitalstakeout.com.

17.3 Entire Agreement and Order of Precedence

This Agreement is the entire agreement between You and Us regarding Your use of Services and Content and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by both parties. Any additional, conflicting, or different terms or conditions contained in any purchase order, invoice, vendor registration form, supplier portal, acknowledgment, click-through, or other document provided by either party shall be of no force or effect and shall not be binding on the other party, unless such terms are expressly incorporated into this Agreement through a mutually executed written amendment that specifically references this Agreement. The parties agree that any term or condition stated in Your purchase order or in any other of Your order documentation (excluding Order Forms) is void unless incorporated as described in the preceding sentence. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Ordering Document; (2) any executed Partner Agreement covering the relevant offering; (3) this Agreement; and (4) the Documentation.

17.4 Assignment

Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety, without the other party’s consent, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, subject in each case to satisfaction of the KYC requirements applicable to the assignee under Section 3. Any purported assignment in violation of this Section is void.

17.5 Relationship of the Parties

The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

17.6 Third-Party Beneficiaries

There are no third-party beneficiaries under this Agreement.

17.7 Waiver

No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.

17.8 Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.