Master Service Agreement

This Master Service Agreement (the “MSA”) is made as of the date of the last signed on the initial Order Form (the “Effective Date”) and is applicable to any signed Order Form between Gnosis Companies Inc., a Delaware corporation, having a principal office at 997 Morrison Drive, Suite 306, Charleston, South Carolina 29403 (“GNOSIS”) and the customer identified on such signed Order Form (“Customer”) (each, an “Order Form” as defined below).

Each Order Form is governed by this MSA, and this MSA, along with any and all executed Order Forms and related Scope of Services (defined below), collectively constitute the “Agreement” between GNOSIS and Customer. Capitalized terms have the meanings ascribed to them throughout the MSA. GNOSIS and Customer may be referred to herein collectively as the “Parties” or individually as a “Party.”

Any possible and mutually agreed upon revisions to this MSA will supersede and replace all prior MSA’s with respect to the subject matter herein upon signature by both GNOSIS and Customer.

WHEREAS

1. GNOSIS is in the business of providing supply chain visibility and execution software in addition to other products or services commercially offered by GNOSIS.
   
   
2. Customer and GNOSIS have executed an Order Form and Customer wishes to obtain access to GNOSIS’ Services.
   
   
3. GNOSIS wishes to provide the Services to Customer, each on the terms set forth in this Agreement.

Accordingly, GNOSIS and Customer agree as follows:

1. Definitions.
   
   
   1. “Agreement” has the meaning set forth in the preamble.
      
      
   2. "Aggregated Data" means data and information related to Customer's use of the Services that is used by GNOSIS in an aggregate and anonymized manner, including but not limited to, improve products and services, or to compile statistical and performance information related to the provision and operation of the Services.
      
      
   3. “API Client” means the software that acts as the interface between Customer’s computer and the server, which is already developed or to be developed by Customer.
      
      
   4. “API Documentation” means the API documentation made available at https://docs.gnosisfreight.com.
      
      
   5. "Authorized User" means Customer's employees, consultants, contractors and agents of Customer, and third parties with which Customer transacts business (i) for whom access to the Services has been purchased hereunder, (ii) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement, and (iii) to whom Customer has supplied a user identification and password (for Services utilizing authentication); provided, however, that neither Customer nor its affiliate may grant Authorized User rights to any person employed or contracted by a third party that directly competes with GNOSIS, including, without limitation, any software and/or software-as-a-service provider, without GNOSIS’ prior written consent.
      
      
   6. “Confidential Information” has the meaning set forth in Section 5.
      
      
   7. “Customer” means the individual accepting this Agreement, or if accepting on behalf of a company or other legal entity, that entity and its affiliates (for so long as they remain affiliates) that have signed Order Forms and have received the related Scope of Services from GNOSIS.
      
      
   8. “Customer Applications” means any applications developed by Customer to interact with the Services.
      
      
   9. "Customer Data" means information, data, and other content, in any form or medium, that is inputted by or on behalf of Customer or an Authorized User through or for the purpose of the Services, excluding Aggregated Data, External Data, and Third Party Software.
      
      
   10. "Documentation" includes all materials provided by GNOSIS to Customer following execution of a signed Order Form, including but not limited to onboarding documents, manuals, guides, presentation decks, and any other documents or materials delivered to Customer during the Subscription Term.
       
       
   11. “External Data” means information obtained by GNOSIS, excluding Customer Data, from publicly available sources or its third-party information providers and made available to Customer through and for the use of GNOSIS’ Services.
       
       
   12. “Fees” has the meaning set forth in Section 4(a).
       
       
   13. "GNOSIS IP" means the Services and any and all intellectual property provided to Customer or any Authorized User in connection with the For the avoidance of doubt, GNOSIS IP includes Aggregated Data, and any information, data, or other content derived from GNOSIS's monitoring of Customer's access to or use of the Services but does not include Customer Data and Third Party Software.
       
       
   14. “Login Credentials” means any secure method of authentication, including but not limited to API keys or credentials, tokens, secure login information (e.g., email and password), or any other authentication mechanism provided by GNOSIS to enable Customer access to the Services.
       
       
   15. “Malicious Code” means code, files, script, agents or programs intended to do harm, including, for example, viruses, worms, time bombs, and Trojan horses.
       
       
   16. “Notices” has the meaning set forth in Section 12(b).
       
       
   17. “Order Form(s)” means an ordering document signed between GNOSIS and Customer describing the Services, billing and Fees, and other agreed upon terms, including any addenda or supplements.
       
       
   18. “Scope of Services” means a document signed between GNOSIS and Customer that outlines the modules, onboarding, and support, as specified in each Order Form, governing Customer’s access to and use of GNOSIS’ Services.
       
       
   19. "Services" has the meaning set forth in Section 2(b).
       
       
   20. “Service Suspension” has the meaning set forth in Section 2(f).
       
       
   21. “Scheduled Downtime” means any maintenance on the equipment and Services that affects the uptime of GNOSIS, for which Customer is notified at least twenty-four (24) hours in advance.
       
       
   22. “Subscription Term” has the meaning set forth in Section 11(b).
       
       
   23. “Taxes” has the meaning set forth in Section 4(d).
       
       
   24. “Testimonial” means an endorsement, recommendation, or statement by Customer or Authorized User who is sharing a positive experience with GNOSIS’ Services.
       
       
   25. “Third-Party Claim” has the meaning set forth in Section 9(a)(i).
       
       
   26. “Third Party Software” means any software owned or licensed by third parties to Customer that Customer may elect to interoperate with the Services (e.g., Customer ERP integration).
       
       
   27. “Volume Allowance” means the container volume Customer is permitted to consume during the Subscription Term as set forth in the applicable Order Form. A container is deemed “consumed” on the creation date, unless otherwise specified in the applicable Order Form.
       
       
2.  Access and Use.
    
   1. Provision of Access. Subject to and conditioned upon Customer’s compliance with all terms and conditions of this Agreement, including, but not limited to, payment of Fees as set forth in Section 4, GNOSIS hereby grants Customer a revocable, non-exclusive, non-transferable (except in compliance with 12(j)) right to access the Services during the Subscription Term, solely for use by Authorized Users in accordance with the terms and conditions herein and identified in each Order Form and Scope of Services, for purposes described in the Order Form and Scope of Services. Such use is limited to Customer's internal use. GNOSIS will provide to Customer the necessary passwords and network links or connections to allow Customer to access the Services. Customer must keep its Login Credentials secure and such information must be used solely for accessing the Services.
      
      
   2.  Services. Customer hereby subscribes to the services as set forth in the applicable Order Form and in accordance with the applicable Order Form (the “Services”) for the duration of the Subscription Term (as defined in Section 11(b)). 
      
      
      1. Additional Subscriptions/Services. Services and access to the Services as set forth in the applicable Scope of Services are purchased as Service subscriptions for the Subscription Term stated in the applicable Order Form. Additional subscriptions and/or Services that are not within the scope of the applicable Scope of Services may be purchased and added during a current Subscription Term (“Additional Subscriptions/Services”). Unless otherwise expressly agreed between the Parties in the change Order Form, Customer acknowledges and agrees the purchase of Additional Subscriptions/Services during the initial Subscription Term will prompt an early renewal Subscription Term of Customer’s existing Services, and both Customer’s existing Services and the purchased Additional Subscriptions/Services will be coterminous in accordance with the renewal Subscription Term as set forth in Section 11(b). Customer agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written comments made by GNOSIS regarding any future functionality or features.
         
         
   3. Use Restrictions. Customer is prohibited from:
      1. using or accessing the Services for any purpose beyond the scope of the access granted in this Agreement; and
         
         
      2. making any Service available to anyone other than Customer or its Authorized Users or use any Service for the benefit of anyone other than Customer. Customer must not at any time, directly or indirectly, and must not permit any Authorized Users to:
         
         
         1. copy, modify, or create derivative works of GNOSIS IP or any part, feature, function or user interface thereof, in whole or in part;
            
            
         2. rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the GNOSIS IP;
            
            
         3. use the Service to store or transmit material that Customer knows or has reason to know is infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights,
         4. use the Service to store or transmit Malicious Code;
            
            
         5. interfere with or disrupt the integrity or performance of any Service or third-party data contained therein;
            
            
         6. except to the extent permitted by applicable law, reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services or its related systems or networks, in whole or in part to:
            1. build a competitive product or service,
            2. build a product or service using similar ideas, features, functions or graphics of the GNOSIS IP,
            3. copy any ideas, features, functions or graphics of the GNOSIS IP, or
            4. determine whether Services are within the scope of any patent;
               
               
         7. combine or integrate any of the Services with any software, technology, services, or materials not authorized by GNOSIS;
            
            
         8. attempt to cloak or conceal Customer or an Authorized User’s identity or the identity of Customer Applications when requesting authorization to use the Services;
            
            
         9. mispresent or mask either Customer or an Authorized User’s identity or Customer’s API Client’s identity when accessing and/or using the Services;
            
            
         10. remove any proprietary and/or confidential notices or logos from GNOSIS IP, the Agreement or Documentation; or
             
             
         11. use the GNOSIS IP in any manner or for any purpose that infringes, misappropriates, or otherwise violates anyintellectual property right or other right of any person, or that violates any applicable law.
             
             
   4. Use GNOSIS may set and enforce reasonable limits on Customer’s use of the API Services (e.g., reasonably limiting the number of API requests that Customer or an Authorized User may make and/or the number of Authorized Users Customer may serve), in GNOSIS’ sole discretion.
      
      
   5. Reservation of Rights. GNOSIS reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the GNOSIS IP.
      
      
   6. Suspension. Notwithstanding anything to the contrary in this Agreement, GNOSIS may temporarily suspend Customer's and any Authorized User's access to the Services if: (i) GNOSIS reasonably determines that (A) there is or may be a threat or attack on any of GNOSIS IP; (B) Customer's or any Authorized User's use disrupts or poses a security risk to GNOSIS IP or to any other customers; (C) Customer, or any Authorized User engages in fraudulent or illegal activities; (D) subject to applicable law, Customer ceases business operations, makes an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; (E) Customer threatens the security, integrity or availability of the Services; or (F) continued service would violate applicable law; (ii) a GNOSIS vendor suspends or terminates access to necessary third-party services; or (iii) as permitted under Section 4(c)(iii) (each, a “Service Suspension”). GNOSIS will make reasonable efforts to notify Customer of a Service Suspension and updates on service resumption. GNOSIS will restore access as soon as reasonably possible once the cause of suspension is resolved. If suspended under (ii) above, Customer may receive a prorated refund. GNOSIS is not liable for any damage, liabilities, losses (including any loss of data or profits), or any other consequences arising under (i) and (iii) above.
      
      
   7. Aggregated Data. GNOSIS keeps track of Service usage and performance data to better serve its customers and to improve customer experience and products. Notwithstanding anything to the contrary in this Agreement, GNOSIS may monitor Customer's use of the Services and collect and compile Aggregated Data. As between GNOSIS and Customer, all right, title, and interest in Aggregated Data, and all intellectual property rights therein, belong to and are retained solely by GNOSIS. Customer acknowledges that GNOSIS may compile Aggregated Data based on analytics derived from both External Data and Customer Data as pertaining to Customer’s use of the Services. Customer agrees that GNOSIS may (i) make Aggregated Data publicly available in compliance with applicable law, and (ii) use Aggregated Data to the extent and in the manner permitted under applicable law; provided that such use of Aggregated Data in sub-paragraph’s (i) and (ii) neither identify nor can be deduced to identify Customer or Customer's Confidential Information.
      
      
   8. Collection and Use of Customer GNOSIS may collect certain information through the Services about Customer or any of Customer’s Authorized Users. By accessing, using, and providing information to or though the Services, Customerconsents the actions taken by GNOSIS with respect to Customer information in compliance with GNOSIS’ then-current privacy policy, accessible via https://www.gnosisfreight.com/policies/privacy-policy.
      
      
3. Customer Responsibilities.
   
   
   1. General. Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer must use reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Services and must cause Authorized Users to comply with such provisions.
      
      
   2. Customer Applications. If applicable, Customer agrees to monitor the use of Customer Applications for any activity that violates applicable laws, rules, and regulations, or any terms and conditions of this Agreement, including any fraudulent, inappropriate, or potentially harmful behavior, and promptly restrict any offending users of Customer Applications from further use of Customer Customer agrees to provide a resource to users of Customer Applications to report abuse of Customer Applications. As between GNOSIS and Customer, Customer is responsible for all acts and omissions of Customer end users in connection with Customer Applications and use of the Services, if any. Customer agrees Customer is fully responsible for posting any privacy notices and obtaining any consents from Customer end users required under applicable laws, rules, and regulations, including those applying to personally identifiable information (“PII”). Customer must use commercially reasonable efforts to protect user information collected by Customer’s API Client, including PII, from unauthorized access or use and will promptly report to Customer’s users any unauthorized access or use of such information to the extent required by applicable law.
      
      
   3. Customer Success. At all times during the Subscription Term, Customer must provide cooperation and assistance as GNOSIS may reasonably request to enable GNOSIS to exercise its rights and perform its obligations under and in connection with this Agreement. GNOSIS is not responsible or liable for any delay or failure of performance caused in whole or part by Customer’s failure or delay in providing MBL numbers, container numbers, and other relevant and specified data points as requested by GNOSIS to perform its obligations in accordance with the Agreement.
      
      
   4. Third Party Software. Third Party Software or other products or services may be made available to interoperate with the Services. Customer’s acquisition of and data exchange with any non-GNOSIS provider is solely between Customer and that provider.
      
      
   5. Removal of External Data and Third Party Software. If Customer is notified that External Data or a Third Party Software must be removed, modified and/or disabled to avoid violating applicable law, third-party rights, or similar policies, Customer will do so within thirty (30) days. If Customer does not, or if in GNOSIS’ judgment, continued violation is likely to occur, GNOSIS may disable the applicable External Data or Service and/or Third Party Software. Upon GNOSIS’ request, Customer must confirm in writing such deletion and discontinuance of use within thirty (30) days that the use has ceased, and GNOSIS may share this confirmation with the relevant third party or authority. GNOSIS may also suspend access if required by a rights holder or upon learning of a potential violation. GNOSIS is not responsible for any disclosure, modification or deletion of Customer Data resulting from access by such Third Party Software or its provider.
      
      
   6. Integration with Third Party Software. The Services may contain features designed to interoperate with Third Party GNOSIS cannot guarantee the continued availability of such Service features and may cease providing them without entitling Customer to any refund, credit, or other compensation, if, for example and without limitation, the provider of a Third Party Software ceases to make the Third Party Software available for interoperation with the corresponding Service features in a manner acceptable to GNOSIS. GNOSIS does not warrant or provide support services for Third Party Software or other non-GNOSIS products or services.
      
      
   7. License by Customer to Customer grants GNOSIS a worldwide, limited-term license to host, copy, use, transmit, and display any Third Party Software and program code created by or for Customer using a Service or for use by Customer with the Services, and Customer Data, each as appropriate for GNOSIS to provide and ensure proper operation of the Services and associated systems in accordance with this Agreement. If Customer chooses to use a Third Party Software with a Service, Customer grants GNOSIS permission to allow the Third Party Software and its provider access to Customer Data and information about Customer’s usage of the Third Party Software as appropriate for the interoperation of that Third Party Software with the Service. Subject to the limited licenses granted herein, GNOSIS acquires no right, title or interest from Customer or its licensors under this Agreement in or to any Customer Data, Third Party Software or such program code.

4. Fees and Payment.
   
   
   1. Fees. Customer must pay GNOSIS the fees as set forth in any signed Order Forms ("Fees"). Except as otherwise specified herein or in an Order Form, (i) Fees are based on Services purchased, (ii) payment obligations are non-cancelable and Fees paid are non-refundable, and (iii) the Volume Allowance as set forth in the applicable Order Form will not be decreased during the relevant Subscription Term.
      
      
   2. Invoicing and Payment. Customer must make all invoiced Fees payments hereunder in US dollars. GNOSIS will invoice Customer in accordance with the relevant Subscription Term and billing frequency. Unless otherwise stated in the relevant Order Form, invoiced Fees are due net thirty (30) days from the invoice date. If Customer disputes any amounts invoiced, it must notify GNOSIS in writing on or before the payment due date. The Parties will negotiate in good faith to promptly resolve the dispute, following which all amounts due will become immediately payable. Customer is responsible for providing complete and accurate billing and contact information to GNOSIS and notifying GNOSIS of any changes to such information.
      
      
   3. Overdue Charges. If Customer fails to make any undisputed invoiced Fee payments when due, then upon reasonable notice to Customer and without limiting GNOSIS's other rights and remedies: (i) GNOSIS may charge interest on the past due amount at the rate of one and a half percent (1.5%) per month calculated daily and compounded monthly; (ii) Customer must reimburse GNOSIS for all reasonable costs incurred by GNOSIS in collecting any late invoiced Fee payments or interest, including attorneys' fees, court costs, and collection agency fees; (iii) if such failure continues for sixty (60) days or more, GNOSIS may suspend Customer's and its Authorized Users' access to any portion or all of the Services until such amounts are paid in full; and (iv) GNOSIS may condition future Service renewals and Order Forms on payment terms shorter than those specified in the “Invoicing and Payment” section above.
      
      
   4. Taxes. GNOSIS’ 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”). Customer is responsible for paying all Taxes associated with its purchases hereunder or under any Order Form. If GNOSIS has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, GNOSIS will invoice Customer and Customer will pay the amount invoiced within thirty (30) days of the invoicing date, unless Customer provides GNOSIS with a valid tax exemption certificate authorized by the appropriate taxing authority. GNOSIS is solely responsible for taxes assessable against GNOSIS based on its income, property, and employees.
      
      
5. Confidential Information. During the Subscription Term, either Party may disclose or make available to the other Party information about its business affairs, products or services, pricing, data, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, such information will be considered “Confidential Information” if, under the circumstances, a reasonable person would understand it to be confidential in nature, whether or not marked, designated, or otherwise identified as "confidential" (collectively, "Confidential Information").
   
   
   1. Exceptions to Confidential Confidential Information does not include information that, at the time of disclosure is (a) or becomes generally available to the public, through no act or omission of the receiving Party; (b) already known to the receiving Party at the time of disclosure without any obligation of confidentiality; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party without use of, or reference to, any Confidential Information of the disclosing Party.
      
      
   2. Required Disclosures. The receiving Party must not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order must first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party must promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed.
      
      
   3. Duration. Each Party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five (5) years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

6. Intellectual Property Ownership; Feedback.
   
   
   1. GNOSIS IP. Customer acknowledges that, as between Customer and GNOSIS, GNOSIS owns all right, title, and interest, including all intellectual property rights, in and to the GNOSIS IP (including all Feedback, updates, customizations, and/or modifications thereto). Customer must use commercially reasonable efforts to safeguard GNOSIS IP (including all copies thereof) from infringement, misappropriation, theft, misuse, and unauthorized access. Customer must promptly notify GNOSIS in writing if Customer becomes aware of any infringement of any intellectual property rights in any of GNOSIS IP and will fully cooperate with GNOSIS in any legal action taken by GNOSIS to enforce the intellectual property rights.
      
      
   2. Customer Data. GNOSIS acknowledges that, as between GNOSIS and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Customer hereby grants to GNOSIS a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for GNOSIS to provide the Services to Customer, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Data.
      
      
   3. Feedback. If Customer, any Authorized Users, or any of its employees or contractors sends or transmits any communications or materials to GNOSIS by mail, email, telephone, or otherwise, suggesting or recommending changes to the GNOSIS IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), GNOSIS is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Customer hereby assigns to GNOSIS on Customer's behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and GNOSIS is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although GNOSIS is not required to use any Feedback.

7. Representations and Warranties.
   
   
   1. Each Party represents and warrants that: (i) it has all corporate authority to execute and perform the Agreement; (ii) it is duly organized and in good standing under the laws of the jurisdiction of its organization; (iii) it will comply with all applicable laws and regulations in carrying out its responsibilities and exercising its rights hereunder; and (iv) it is not a party identified on any governmental or export exclusion list.
      
      
   2. By GNOSIS represents and warrants that during the applicable Subscription Term it will:
      
      
      1. use commercially reasonable efforts to make the purchased Services available twenty-four (24) hours a day, seven (7) days a week, except for Scheduled Downtime or as a result of Section 12(c);
         
         
      2. maintain reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of non- public Customer Data; and
         
         
      3. not materially decrease the overall security or functionality of the Services.
         
         
   3. By Customer represents and warrants it:
      
      
      1. has the right to provide GNOSIS with the Customer Data for the purposes described in the Agreement;
         
         
      2. is and will continue to be responsible for the accuracy, quality, legality, reliability, and appropriateness of all Customer Data, the means by which Customer acquired Customer Data, Customer’s use of Customer Data with the Services, and the interoperation of any Third Party Software with which Customer uses the Services;
         
         
      3. will use commercially reasonable efforts to prevent unauthorized control or tampering of any other unauthorized access to, or use of, the Service or the systems operated by or on behalf of Customer that capture, store or transmit Customer Data, and will notify GNOSIS within twenty-four (24) hours upon becoming aware of any such unauthorized use; and
         
         
      4. are and will continue to comply with all applicable laws (including laws regarding privacy and protection of consumer information) in using the Service.

8. Limited Warranty and Warranty Disclaimer.
   
   
   1. GNOSIS warrants that the Services will conform in all material respects to the Scope of Services when accessed and used in accordance with the Scope of Services. THE FOREGOING WARRANTY DOES NOT APPLY, AND GNOSIS STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD PARTY SOFTWARE.
      
      
   2. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 8(a), THE GNOSIS IP IS PROVIDED "AS IS" AND GNOSIS HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. GNOSIS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 8(a), GNOSIS MAKES NO WARRANTY OF ANY KIND THAT THE GNOSIS IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

9. Indemnification.
   
   
   1. GNOSIS Indemnification.
      
      
      1. GNOSIS will defend Customer against any third-party claim, suit, action, or proceeding ("Third-Party Claim") alleging that the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party's US intellectual property rights, provided that Customer promptly notifies GNOSIS in writing of such Third-Party Claim no later than thirty (30) days after becoming aware of such Third-Party Claim, cooperates with GNOSIS, and allows GNOSIS sole authority to control the defense and settlement of such Third-Party Claim.
         
         
      2. If a Third Party-Claim is made or appears possible, Customer agrees to permit GNOSIS, at GNOSIS's sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue If GNOSIS determines that neither alternative is reasonably available, GNOSIS may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer and Customer may be entitled to a refund for any prepaid fees covering the remainder of the term of the terminated subscriptions.
         
         
      3. This Section 9(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by GNOSIS; (B) an Order Form for which there is no charge; (C) modifications to the Services not made by GNOSIS; (D) Customer Data; or (E) Third Party Software.
         
         
   2.  Customer Indemnification.
      
      
      1. Customer must indemnify, hold harmless, and, at GNOSIS's option, defend GNOSIS from and against any Third-Party Claim that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party's US intellectual property rights and any Third-Party Claims based on Customer's or any Authorized User's (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized by this Agreement; (iii) use of the Services in combination with data, software, hardware, equipment, or technology not provided by GNOSIS; or (iv) modifications to the Services not made by GNOSIS, provided that Customer may not settle any Third-Party Claim against GNOSIS unless GNOSIS consents to such settlement, and further provided that GNOSIS will have the right to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
         
         
      2. This Section 9(b) will not apply to the extent that the alleged infringement arises from: (A) GNOSIS’ breach of this Agreement; or (B) GNOSIS’ gross negligence or willful misconduct.
         
         
   3. Sole Remedy. THIS SECTION 9 SETS FORTH CUSTOMER'S SOLE REMEDIES AND GNOSIS'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

10. Limitations of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL GNOSIS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE),

STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER GNOSIS WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL GNOSIS'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID AND AMOUNTS ACCRUED BUT NOT YET PAID TO GNOSIS UNDER THIS AGREEMENT IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. General Provisions.
    
    
    1. Term of Agreement. This Agreement commences on the Effective Date of the initial signed Order Form and continues until all subscriptions hereunder have expired or have been terminated.
       
       
    2. Subscription Term. The initial Subscription Term for each subscription will commence and expire in accordance with the start and end date set forth on the applicable Order Form, unless terminated earlier pursuant to this MSA's express provisions. Thereafter, each subscription will automatically renew for additional one (1) year periods (or for such longer period as may be set forth on a renewal Order Form executed by the Parties), unless either Party gives written notice to the other Party of its intention not to renew the subscription at least sixty (60) days prior to the expiration of the then-current term. The initial subscription term, plus any subsequent renewal subscription term, collectively, the “Subscription ” Except as expressly provided in the applicable Order Form, renewal Fees will be at GNOSIS’ applicable price list in effect at the time of the applicable renewal.
       
       
    3. Business Review. During the Subscription Term, either Party may request a business review to discuss any applicable services at a mutually agreed- upon time.
       
       
    4. Termination. In addition to any other express termination right set forth in this Agreement:
       
       
       1. GNOSIS may terminate this Agreement, effective on written notice to Customer, if Customer: (A) fails to pay any undisputed amount when due hereunder, and such failure continues more than sixty (60) days after GNOSIS's delivery of written notice thereof; or (B) breaches any of its obligations under Section 2(c) or Section 5;
          
          
       2. either Party may terminate this Agreement for cause, effective immediately upon written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach; or
          
          
       3. either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
          
          
    5. Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Customer must immediately discontinue use of the GNOSIS IP and Services and, without limiting Customer's obligations under Section 5, Customer must delete, destroy, or return all copies of GNOSIS IP and certify in writing to GNOSIS that GNOSIS IP has been deleted or No expiration or termination, excluding Customer terminating for cause, will affect Customer's obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund. 
       
       
       1. Export of Customer Data. Upon request by Customer made within thirty (30) days after expiration or termination of this Agreement, GNOSIS will make Customer Data available to Customer for export or download. After such thirty (30) days, GNOSIS will have no obligation to maintain or provide any Customer Data and will thereafter delete or destroy all copies of Customer Data in its systems or otherwise in its possession or control, unless legally prohibited.
          
          
    6. Survival. This Section 11(f) and Sections 1, 4, 5, 6, 8(b), 9, 10, 11(e), and 12 survive any termination or expiration of this No other provisions of this MSA survive the expiration or earlier termination of the Agreement.
       
       

12. General Provisions.
    
    
    1. Entire Agreement. This MSA, applicable signed Order Forms, related Scope of Services, and any and all exhibits or documentation incorporated in this Agreement by reference constitute the sole and entire agreement of the Parties with respect to the subject matter of this MSA and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. No terms or conditions stated in any of Customer’s order documentation, including but not limited to, purchasing orders, shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void. In the event of any inconsistency between the statements made in the body of this MSA, the Order Form(s), and any Scope of Service, the following order of precedence governs: (i) first, the executed Order Form(s) and its respective Scope of Service; then, (ii) this MSA.
       
       
    2. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and addressed to the Parties at the addresses set forth in the applicable Order Form (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section.
       
       
    3. Force Majeure. In no event will GNOSIS be liable to Customer, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond GNOSIS’ reasonable control, including but not limited to acts of God, pandemics, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, internet service provider failure or delay, denial of service attack, interruption of or delay in transportation, unavailability of or interruption or delay in telecommunications, cyberattacks, or passage of law or any action taken by a governmental or public authority, including imposing an embargo. A force majeure event will not include Customer’s financial inability to perform its obligations. If any force majeure event occurs, the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of the event. Dates by which performance obligations are scheduled to be met will be extended for a period equal to the time lost due to any delay caused by a force majeure event.
       
       
    4. Marketing Materials. Customer hereby grants GNOSIS a non-exclusive, royalty-free, worldwide, perpetual license to use, reproduce, and display Customer’s legal entity name and logo in connection with GNOSIS’ promotion and marketing of its products and services. GNOSIS may request Customer to provide a Testimonial which may be distributed internally and externally by both GNOSIS and Customer, subject to Customer’s written approval (email acceptable). All uses will be subject to reasonable quality control standards to preserve the integrity and reputation of Customer’s brand.
       
       
    5. Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by both Parties. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
       
       
    6. Service Enhancements. GNOSIS may enhance the Services from time to time at its sole discretion (each, a “Service Enhancement”). For material changes, GNOSIS will provide reasonable advance notice. Service Enhancements may include, but are not limited to, changes to the user interface, functionality, or features. Customer’s continued use of the Services following a Service Enhancement constitutes binding acceptance of the Service Enhancement.
       
       
    7. 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. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.
       
       
    8. Severability. If any provision of this MSA is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties will negotiate in good faith to modify the Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
       
       
    9. Governing Law; Submission to Jurisdiction. THIS AGREEMENT IS GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE THAT WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THOSE OF THE STATE OF DELAWARE. ANY LEGAL SUIT, ACTION, OR PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE LICENSES GRANTED HEREUNDER WILL BE INSTITUTED EXCLUSIVELY IN THE FEDERAL COURTS OF THE UNITED STATES OR THE COURTS OF THE STATE OF DELAWARE, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION, OR PROCEEDING.
       
       
    10. Assignment. Neither Party may assign any of its rights hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of the other Party, of which consent will not be unreasonably withheld, conditioned, or delayed; provided, however, either Party may assign this Agreement in its entirety without the other Party’s consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
        
        
    11. Third-Party There are no third-party beneficiaries under this Agreement.
        
        
    12. Export Compliance. The Services, External Data, other GNOSIS technology, and derivatives thereof may be subject to export laws and regulations of the United States and other GNOSIS and Customer each represent that it is not named on any U.S. government denied-party list. Customer will not permit any Authorized User to access or use any Service or External Data in a U.S.-embargoed country or region (currently Cuba, Iran, North Korea, Sudan, Syria or Crimea) or in violation of any U.S. export law or regulation.
        
        
    13. Export Regulation. Both Parties must comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Services or any Customer Data outside the US.
        
        
    14. Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 5 or, in the case of Customer, Section 2(c), may cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to seek equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
        
        
    15. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.