DirectiveIO Terms & Conditions These Terms & Conditions (“Agreement”) govern your use of DirectiveIO services purchased through the Microsoft Azure Marketplace. By subscribing or otherwise accessing DirectiveIO offerings, you (“Customer”) agree to be bound by this Agreement. This Agreement summarizes and incorporates the DirectiveIO Master Services Agreement (“MSA”) and related Addenda. In case of conflict, the MSA prevails. 1. Services and License Terms a. Entire Agreement This Agreement, together with the DirectiveIO Master Services Agreement (“MSA”), applicable Statements of Work (“SOWs”), and these Terms & Conditions, constitutes the sole and complete agreement between DirectiveIO (“Publisher”) and Customer, superseding any prior discussions, proposals, or documents. Any signed MSA takes precedence over these Terms & Conditions or Marketplace order terms, unless expressly overridden in writing. b. License Grant DirectiveIO grants Customer a limited, nonexclusive, non-transferable license to access and use the subscribed offerings solely for internal business purposes, subject to the terms of this Agreement. The offerings are licensed, not sold. No rights are granted except as expressly provided herein. c. License Duration Subscription Licenses: Valid for the subscription term and renew upon payment of applicable fees. Metered Usage Licenses: Remain active as long as usage continues and all fees are paid. Perpetual Licenses (if applicable): Take effect once full payment is completed. d. End-User and Affiliate Responsibility Customer is responsible for how its end users and affiliates access and use DirectiveIO offerings, and for ensuring their compliance with this Agreement. Affiliates may use the licensed offerings, but Customer remains fully liable for their actions under the Agreement. 2. Fees and Expenses Fees and payment terms are determined by the offer plan selected in the Azure Marketplace, including both pricing level and frequency of payment (e.g., subscription, metered usage, or perpetual). Invoices and billing are processed in accordance with the selected offer plan. Late payments may incur interest or additional fees as specified by DirectiveIO or the Marketplace. 3. Confidentiality Both parties will protect each other’s confidential information. DirectiveIO may use de-identified or aggregated data to improve its services. Confidentiality obligations remain in effect after termination. 4. Data Governance Customer retains full control and ownership of its data. DirectiveIO applies industry-standard security measures, including encryption, access controls, and periodic audits. Tools and processes support compliance with applicable data retention, sanitization, and privacy laws. 5. Warranty, Disclaimer & Limitation of Liability DirectiveIO warrants that services will be delivered professionally and consistent with industry standards. Except as expressly stated, services are provided “AS IS.” DirectiveIO’s total liability is limited to fees paid by Customer in the three (3) months preceding the claim. Neither party is liable for indirect, consequential, or third-party damages. 6. Addendum – Resiliency, Automation, and Liability DirectiveIO provides a Resiliency Score (0–100) across five KPIs; scores are advisory only. Customers are notified of detected resiliency drops. Autonomous fixes carry an Assuredness Score and must be applied within seventy-two (72) hours. Liability for fixes remains capped under the MSA. Customer responsibilities include timely application of fixes, defining service levels, and supplying accurate data. The Directive Deployment Manager (“DDM”) serves as the system of record. DirectiveIO is not liable for failures caused by third-party vendors or updates. 7. Relationship of Parties The parties are independent contractors. Nothing in this Agreement creates an agency, partnership, or joint venture. 8. Governing Law & Dispute Resolution This Agreement is governed by the laws of Illinois, United States. Disputes will be resolved by binding arbitration in Chicago, Illinois. The parties waive jury trials and punitive damages. 9. Force Majeure Neither party is liable for delays or failures caused by events outside their reasonable control, including natural disasters, outages, or labor actions. 10. Entire Agreement & Order of Precedence This Agreement, together with these Terms & Conditions and any executed Statements of Work, forms the complete agreement between the parties. Any signed MSA takes precedence over these Terms & Conditions or Marketplace order terms, unless expressly overridden in writing. Acceptance By purchasing or using DirectiveIO services via the Microsoft Azure Marketplace, the Customer acknowledges review and acceptance of these Terms & Conditions.