SOFTWARE AS A SERVICE (SAAS) AGREEMENT (hereinafter referred to as the “Agreement”) between UtilityCloud AS, Org.no.: 914 094 925 (hereinafter referred to as the “Supplier”) With the business address: Stenersgata 2A, 0184 Oslo, Norway and [Customer name] Org.no.: xxx (hereinafter referred to as the “Customer”) With the business address: Customer’s address Supplier and Customer may each be referred to as a “Party” and collectively as the “Parties”. The Parties have entered into an agreement regarding delivery of SaaS-services and other services subject to the terms of this contractual document (SaaS Agreement) and its integral parts. The following schedules form an integrated part of this Agreement. SCHEDULE 1: Software Description SCHEDULE 2: Implementation and Professional Services SCHEDULE 3: Fees and payment SCHEDULE 4: Service Level Agreement (SLA) SCHEDULE 5: Changes to this Agreement after contracting SCHEDULE 6: Data Processing Agreement (DPA) This Agreement shall be effective from the following date: xx/xx 2025 This Agreement is executed in two originals, each party retaining one original. On behalf of Supplier: On behalf of Customer: Place: ........................... Place: ................................ Date: ............................ Date: ................................. ....................................... ............................................ Torbjørn Hopland [full name] CEO [title] TABLE OF CONTENT 1. DEFINITIONS 5 2. LICENSE GRANT ANF SCOPE OF SAAS SERVICES 6 2.1 Grant of Rights 6 2.2 Authorized Use and Restrictions 6 2.3 Reservation of Rights 7 2.4 Delivery of Access 7 3. CUSTOMER RESPONSIBILITIES 7 3.1 Compliance and Appropriate Use 7 3.2 Account Security 7 3.3 Technical Requirements 8 3.4 Cooperation and Implementation 8 3.5 Acceptable Use & Data Content 8 3.6 Customer Software and Licenses 8 3.7 Insurance 8 4. IMPLEMENTATION OF PROFESSIONAL SERVICES 8 4.1 Scope of Services 8 4.2 Change Management 9 4.3 Customer Dependencies 9 4.4 Acceptance of Deliverables 9 4.5 Relationship to SaaS Services 9 4.6 Intellectual Property in Deliverables 9 5. FEES AND PAYMENT 9 5.1 Fees 10 5.2 Invoicing and Payment 10 5.3 Taxes 10 5.4 Fee Disputes 10 5.5 Suspension for Non-Payment 10 5.6 Expenses 10 5.7 No Refunds 10 6. SERVICE LEVEL AND SUPPORT 11 6.1 Uptime Commitment 11 6.2 Service Credits 11 6.3 Support Services 11 6.4 Remedies for Repeated Failure 11 6.5 Scheduled Maintenance 12 6.6 Monitoring and Reporting 12 6.7 Support Contacts 12 6.8 Updates 12 7. DATA PROTECTION AND SECURITY 12 7.1 Ownership of Customer Data 12 7.2 Protection of Personal Data 12 7.3 Security Measures 13 7.4 Security Assessments and Certifications 13 7.5 Data Incidents 13 7.6 Data Backups and Recovery 13 7.7 Data Return or Deletion 13 7.8 Customer Responsibilities – Data 14 8. CONFIDENTIALITY 14 8.1 Confidential Obligations 14 8.2 Exceptions 14 8.3 Compelled Disclosure 15 8.4 Duration 15 8.5 Return of Materials 15 8.6 Injunctive Relief 15 9. INTELLECTUAL PROPERTY RIGHTS 15 9.1 Supplier IP 15 9.2 Customer IP 16 9.3 Work Product 16 9.4 Third-Party Components 16 9.5 Data Analytics and Usage Data 16 10. WARRANTIES 17 10.1 Authority and Ownership 17 10.2 Performance of Services 17 10.3 Malicious Code 17 10.4 Compliance with Laws 17 10.5 Disclaimer of Warranties 17 10.6 High-Risk Use 18 11. INDEMNIFICATION 18 11.1 Supplier’s Indemnification of Customer 18 11.1.1 Mitigation and Exceptions 18 11.2 Customer’s Indemnification of Supplier 19 11.3 Additional Provisions 19 12. LIMITATION OF LIABILITY 19 12.1 Indirect Damages Exclusion 19 12.2 Cap on Direct Damages 19 12.3 Excluded Claims 20 12.4 Failure of Essential Purpose 20 13. TERM AND TERMINATION 20 13.1 Term of Agreement 20 13.2 Termination for Cause 20 13.3 Effect of Termination 21 13.4 Post-Termination Assistance 21 13.5 Survival 21 14. AUDIT RIGHTS 21 14.2 Supplier Audit of Customer 22 14.3 Audit for Personal Data Processing 22 15. FORCE MAJEURE 23 15.1 No Liability for Force Majeure 23 15.2 Mitigation 23 15.3 Termination for Extended Force Majeure 23 16. MISCELLANEOUS 23 16.1 Governing Law 23 16.2 Jurisdiction and Venue 23 16.3 Notices 24 16.4 Assignment 24 16.5 Entire Agreement 24 16.6 Amendments 24 16.7 Waiver 25 16.8 Severability 25 16.9 Relationship of Parties 25 16.10 No Third-Party Beneficiaries 25 16.11 Export Compliance 25 16.12 Anti-Bribery 25 16.13 Counterparts & Electronic Signatures 26 16.14 Interpretation 26   1. DEFINITIONS Agreement: This contractual document (“SaaS Agreement”) with SCHEDULES; Acceptance Period: Agreed period, as specified in SCHEDULE 5 during which the Customer prior to Commencement Date tests the SaaS-services; Authorized Users: Individuals who are authorized by Customer to use the SaaS Services, such as Customer’s employees, contractors, or end- users, subject to any user limits or roles defined in Schedule 1 or the Documentation. Commencement Date: Startup date for the SaaS-services, following the approved Acceptance Period; Confidential Information: Any non-public or proprietary information disclosed by one Party (“Discloser”) to the other Party (“Recipient”) in connection with this Agreement that is marked or identified as confidential or that by its nature should reasonably be understood to be confidential. Confidential Information includes, without limitation, Customer Data, the Software and Documentation, business plans, technical information, pricing, and the terms of this Agreement. Customer Data: All data, information, content, and materials (including Personal Data) that Customer or its Authorized Users upload, enter, or transmit to the SaaS Services, or that is otherwise processed by the SaaS Services on Customer’s behalf. Customer Data specifically excludes any aggregated and de-identified data or usage metrics generated by Supplier’s systems through the operation of the Services. Documentation: Supplier’s user manuals, guides, and online help materials for the Software, as updated from time to time, which describe the use and features of the Software. Order Form: A separate ordering document or proposal specifying commercial terms (such as subscription volume, pricing, and term) for the SaaS Services and any Professional Services, as mutually executed by the Parties. In the absence of a separate Order Form, SCHEDULE 7 and other Schedules to this Agreement shall dictate the scope, fees, and terms of services. Personal Data: Any information relating to an identified or identifiable natural person (data subject) that is processed by Supplier on behalf of Customer in connection with the SaaS Services, as further defined in SCHEDULE 8 (DPA) and applicable data protection laws. SaaS-services: The Software and services provided by the Supplier in connection with the Customer’s use of the Software, as further specified in SCHEDULES 1 and 2; Service Levels: Specific and measurable requirements related to the quality and performance of the SaaS-services as agreed between the parties in SCHEDULE 3. Software: UtilityCloud™, the software further specified in SCHEDULE 1 The above definitions are provided for clarity. Additional terms may be defined in context elsewhere in the Agreement or in the attached SCHEDULES. 2. LICENSE GRANT AND SCOPE OF SAAS SERVICES 2.1 Grant of Rights Subject to the terms and conditions of this Agreement (including timely payment of fees), Supplier hereby grants to Customer a limited, non-exclusive, non-transferable right and license to access and use the SaaS Services (and any associated Software and Documentation) during the Term, solely for Customer’s internal business purposes. This grant permits Customer and its Authorized Users to use the Software via the internet as a hosted service. No software code is sold or installed on Customer’s premises under this Agreement, except for client-side software components (if any) explicitly identified in Schedule 1 or the Documentation. 2.2 Authorized Use and Restrictions Customer shall use the SaaS Services only in accordance with the Documentation and applicable law. Customer is responsible for all use of the Services under its account, including by Authorized Users. Customer shall not: a) permit any third party who is not an Authorized User to access or use the Services; b) rent, lease, sell, sublicense, or commercially exploit the Services to any third party (except as otherwise agreed for Affiliates or permitted in Documentation); c) copy, modify, adapt, or create derivative works of the Software or Documentation, except as allowed by this Agreement; d) reverse engineer, disassemble, decompile, or otherwise attempt to derive source code or underlying ideas or algorithms of the Software (except to the limited extent such restrictions are prohibited by applicable law); e) use the Services to build a competitive product or service or for competitive benchmarking; f) use the Services to process or store any content that is unlawful, defamatory, infringing, or otherwise in violation of any rights of others; g) knowingly introduce any viruses, malware, or harmful code into the Services; or h) use the Services in a manner that violates any acceptable use policy that Supplier may specify or that circumvents technical limitations of the Service. Supplier reserves the right to suspend Customer’s access to the Services for violations of the foregoing, following notice to Customer when practicable. 2.3 Reservation of Rights Except for the limited rights expressly granted in this Agreement, all rights, title, and interest in and to the SaaS Services, Software, and Documentation, including all related intellectual property rights, are and shall remain owned by Supplier or its licensors. No rights are granted by implication or otherwise. Customer’s access to the Services is licensed, not sold. Supplier may in its discretion make updates, upgrades, or modifications to the Services during the Term; provided that any such changes will not materially diminish the functionality or security of the Services. 2.4 Delivery of Access The SaaS Services are provided as an online service. As of the Effective Date (or on the service start date specified in Schedule 1 or an Order Form), Supplier will make the Services accessible to Customer. Delivery is deemed complete when Supplier provides Customer with the necessary credentials, URLs, or access instructions to enable Customer to log in and use the SaaS Services. Any software components to be delivered for local installation (if applicable) shall be delivered electronically. Except as may be set forth in Schedule 2 (Implementation Services), no on-premise installation or physical delivery of software is required. 3. CUSTOMER RESPONSIBILITIES Customer acknowledges and agrees that successful use of the SaaS Services requires its cooperation and compliance with the following obligations: 3.1 Compliance and Appropriate Use Customer shall use the SaaS Services and ensure that its Authorized Users use the Services in compliance with this Agreement, the Documentation, and all applicable laws and regulations. Customer is solely responsible for the accuracy, quality, and legality of Customer Data that it (or its users) inputs into the system. Customer represents and warrants that it has all necessary rights to provide the Customer Data to Supplier for processing, and that such Customer Data (including its collection and use through the Services) will not violate any law or infringe any third-party rights. 3.2 Account Security Customer is responsible for maintaining the confidentiality of its account credentials (user IDs and passwords) and for any use of the SaaS Services under those credentials. Customer shall implement reasonable measures to secure its accounts, including using strong passwords and access controls for Authorized Users. Customer must promptly notify Supplier of any unauthorized access or use of its account or the Services that it becomes aware of. 3.3 Technical Requirements Customer shall ensure that it and its users have the necessary equipment, software, network access, and internet connectivity to access and use the SaaS Services. Schedule 1 may specify any minimum system requirements or supported environments. Supplier is not responsible for any inability to access or use the Services caused by Customer’s own systems or internet connectivity issues. 3.4 Cooperation and Implementation Where Schedule 2 (Implementation and Professional Services) outlines implementation, configuration, or data migration tasks, Customer agrees to reasonably cooperate with Supplier by making available necessary resources, personnel, decisions, and timely feedback to facilitate the successful performance of such services. Customer will provide Supplier with access to its systems and facilities as reasonably required (and safe) for Supplier to perform any on-site services, subject to Customer’s standard security policies. 3.5 Acceptable Use & Data Content Customer shall not use the SaaS Services to store or transmit any viruses, spam, or material that is unlawful or violates third-party privacy or intellectual property rights. Customer is solely responsible for the content of all Customer Data. If Supplier’s review (or a credible notice) reveals that Customer Data or usage may violate this Agreement or law, Supplier will notify Customer and may request remedial action. If Customer fails to address a serious violation in a reasonable time, Supplier reserves the right to suspend the affected use of the Service to prevent ongoing harm or liability, in accordance with the Termination provisions herein. 3.6 Customer Software and Licenses If Customer provides any of its own software, libraries, or licensed materials for Supplier to use in delivering the Services or performing Professional Services (for example, third-party APIs, datasets, or applications owned or licensed by Customer), Customer grants Supplier a limited right to use those solely for the purposes of this Agreement and represents it has the rights to do so. 3.7 Insurance Each Party shall maintain during the Term any insurance coverage required by law or specified in a Schedule (e.g., cybersecurity liability insurance if agreed). On request, each Party will provide evidence of such insurance to the other. 4. IMPLEMENTATION OF PROFESSIONAL SERVICES The scope and details of implementation, onboarding, customization, training, or other professional services (“Professional Services”) shall be described in Schedule 2 (Implementation and Professional Services). The following general terms apply: 4.1 Scope of Services Supplier will perform the Professional Services described in Schedule 2, which may include installation/configuration, data migration, integration with Customer systems, user training, or other consulting services as agreed. Each Schedule or Statement of Work will outline the specific deliverables, milestones, and timelines (if any) for the Professional Services. 4.2 Change Management Any changes to the scope, deliverables, or timeline of Professional Services must be documented in a written change order or amendment to Schedule 2, agreed by both Parties. 4.3 Customer Dependencies Customer acknowledges that Supplier’s ability to perform Professional Services according to any agreed schedule may depend on Customer’s timely fulfilment of its responsibilities (as noted in Section 3 and Schedule 2), such as providing information, resources, test data, or approvals. Supplier will not be liable for delays or failures in the Professional Services to the extent caused by Customer’s delay or failure to cooperate. 4.4 Acceptance of Deliverables If Schedule 2 specifies any deliverables or work product from the Professional Services that are subject to acceptance testing, the acceptance criteria and process will be as defined therein. If no formal acceptance criteria are defined, the deliverable will be deemed accepted upon the earlier of: (a) Customer’s written acceptance or sign-off, or (b) 10 business days after delivery if Customer has not provided written notice of any material non-conformity. In the event Customer timely notifies Supplier of a material non-conformity with the agreed specifications, Supplier shall use reasonable efforts to correct the deliverable and re-submit it for acceptance. 4.5 Relationship to SaaS Services Unless otherwise agreed in writing, any Professional Services are provided as supplemental and separate from the SaaS subscription. They do not affect the subscription term of the SaaS Services except that a delay in implementation caused by Supplier might delay the commencement of billing if so provided in Schedule 2. 4.6 Intellectual Property in Deliverables Unless expressly stated otherwise in Schedule 2, any deliverables, software scripts, configurations or other work product created by Supplier in the course of providing Professional Services shall be deemed part of the Software or Services and owned by Supplier (subject to the underlying Customer Data or Customer-provided materials). Supplier grants Customer a license to use any such deliverables exclusively in connection with the SaaS Services for Customer’s internal business use, under the same terms as the license to the SaaS Services. (If the Parties intend for Customer to own specific deliverables, that should be stated in Schedule 2 with appropriate license rights back to Supplier if needed.) 5. FEES AND PAYMENT Customer shall pay Supplier the fees in the amounts and according to the payment schedule set forth in Schedule 3 (Fees and Payment) for the subscription to the SaaS Services and any Professional Services. 5.1 Fees The subscription fees (e.g., annual or monthly fees, per-user or usage-based charges) for the SaaS Services, and any one-time fees (such as implementation or setup fees), are described in Schedule 3. Except as expressly provided in this Agreement or Schedule 3, all fee amounts are fixed for the Initial Term. Supplier will not increase fees during the Initial Term. For any Renewal Term, fees may be subject to adjustment as specified in Schedule 3 (for example, tied to an inflation index or a percentage increase cap) or as otherwise agreed in writing by the Parties. 5.2 Invoicing and Payment Supplier shall invoice Customer for fees in accordance with the billing frequency set forth in Schedule 3. Unless otherwise specified, all invoices are due and payable within 30 days of the invoice date. Payments shall be made in the currency specified in Schedule 3. Late payments not subject to a good-faith dispute shall accrue interest at the rate of [1.5%] per month or the highest rate allowed by law, whichever is lower, from the date due until paid. 5.3 Taxes All fees are exclusive of any sales, use, value-added, withholding, or similar taxes or duties. Customer is responsible for any such taxes (excluding taxes on Supplier’s income). If Supplier is required to collect and remit taxes on Customer’s behalf, Supplier shall include such taxes on the invoice and Customer shall either remit them to Supplier or provide a valid tax-exemption certificate. 5.4 Fee Disputes Customer shall notify Supplier in writing within 15 days of receipt of an invoice if it disputes any invoiced charge, providing details of the dispute. The Parties will work in good faith to resolve any billing disputes promptly. Customer’s failure to timely notify of a dispute waives its right to dispute that invoice. Customer shall pay all undisputed amounts by the due date. 5.5 Suspension for Non-Payment If any undisputed invoiced amount remains unpaid beyond 30 days after it is due, Supplier reserves the right to suspend Customer’s access to the SaaS Services until such overdue amount is paid in full, following written notice to Customer. Supplier will not exercise this suspension right if Customer is disputing the applicable charges reasonably and in good faith and is cooperating in resolving the dispute. 5.6 Expenses Unless otherwise stated in Schedule 3 or Schedule 2, fees do not include travel or lodging expenses. If Customer requests on-site services or meetings, Customer will reimburse Supplier for actual, reasonable travel expenses pre-approved by Customer in writing. Supplier shall adhere to any travel and expense policies provided by Customer in advance. 5.7 No Refunds Fees are non-cancellable and non-refundable except as expressly provided in this Agreement. For clarity, if Customer terminates the Agreement for Supplier’s uncured breach under Section 13.2 (Termination for Cause), or if another provision explicitly provides for a refund (e.g., under an SLA or DPA), then Supplier shall refund any pre-paid fees for services not delivered as of the termination effective date on a pro-rata basis. 6. SERVICE LEVEL AND SUPPORT Supplier will provide the SaaS Services in accordance with the service levels and support obligations set forth in Schedule 4 (Service Level Agreement). The following general terms apply: 6.1 Uptime Commitment Supplier will use commercially reasonable efforts to ensure the SaaS Services meet or exceed the Target Availability defined in Schedule 4. Schedule 4 defines how uptime is calculated and the exclusions (such as scheduled maintenance windows, force majeure events, Customer-caused downtime, or internet outages beyond Supplier’s control). 6.2 Service Credits If Supplier fails to meet the uptime/service availability commitment in a given measurement period, Customer will be eligible for a service credit as defined in Schedule 4. Service credits are calculated as a percentage of the monthly (or prorated) fee for the affected Service, determined by the extent of the uptime shortfall. Any service credits will be issued as a credit memo or applied against future fees, unless otherwise specified. Service credits are Customer’s exclusive remedy for failures to meet the uptime commitment or other service level metrics, except where a chronic failure may trigger termination rights as described in Section 6.4. 6.3 Support Services Supplier will provide technical support to Customer (and/or its Authorized Users) in accordance with the support terms in Schedule 4. This includes access to a helpdesk or support portal, support hours (e.g., 8x5 business hours unless explicitly defined under a separate Service Level Agreement), and response time targets based on issue severity. Schedule 4 will define priority levels (Critical, High, Medium, Low) with corresponding target response and resolution times. Supplier shall use diligent efforts to resolve support tickets and keep Customer informed of progress. 6.4 Scheduled Maintenance Supplier will use reasonable efforts to schedule routine maintenance of the SaaS platform during non-peak hours and will provide advance notice to Customer of any planned downtime. Urgent security updates or emergency maintenance may occur with little or no advance notice, but Supplier will inform Customer promptly of any such emergency maintenance and work to minimize disruption. 6.5 Monitoring and Reporting Supplier shall monitor the availability and performance of the SaaS Services and, upon Customer’s request, provide reports or access to tools that allow Customer to verify Service Levels (e.g., uptime reports). 6.6 Support Contacts Each Party will designate contacts (and escalation contacts) for support communications, as detailed in Schedule 4. Customer’s users shall channel support requests through Customer’s internal help desk or designated administrators (if required per Schedule 4) to streamline communications. 6.7 Updates From time to time, Supplier may apply updates, upgrades, or new releases to the Software. Supplier will test updates to ensure they do not materially degrade the Service’s functionality. If an update requires Customer to make changes on its end (e.g., update a client component or adjust integration), Supplier will provide reasonable advance notice and support to facilitate such changes. 7. DATA PROTECTION AND SECURITY Each Party shall comply with all applicable data protection and privacy laws with respect to the handling of Personal Data under this Agreement. In particular, the following provisions apply regarding Customer Data and security: 7.1 Ownership of Customer Data Customer retains all rights, title, and interest in and to Customer Data. Supplier does not claim ownership of Customer Data. Except as expressly permitted under this Agreement, Supplier will not use or disclose Customer Data without Customer’s written instruction or as required by law. Customer grants Supplier a non-exclusive, worldwide, royalty-free license to process and use Customer Data solely for the purpose of providing and improving the SaaS Services and performing its obligations under this Agreement. This includes the right to copy, transmit, store, and back up Customer Data as needed. All Customer Data is deemed Confidential Information of Customer. 7.2 Protection of Personal Data To the extent Customer Data includes Personal Data subject to data protection laws (GDPR), Supplier shall process such Personal Data only as a “Processor” acting on behalf of Customer (the “Controller”), and strictly in accordance with Customer’s documented instructions and Schedule 5 (Data Processing Addendum). Schedule 5 sets forth additional terms required by the EU General Data Protection Regulation (GDPR) and other privacy laws, including commitments regarding data security, cross-border transfers, assistance with data subject rights, and breach notification. These DPA terms are incorporated herein by reference. In case of any conflict between the DPA (Schedule 5) and this Section 7 or other terms of the Agreement concerning the treatment of Personal Data, the DPA shall control. 7.3 Security Measures Supplier will implement and maintain appropriate technical and organizational security measures to protect Customer Data (including Personal Data) against unauthorized access, loss, or disclosure, in accordance with industry standards and any specific security measures described in Schedule 1 and 6. Such measures include, but are not limited to: access controls, encryption of data in transit and at rest (where feasible), network and application security controls, regular data backups, and disaster recovery capabilities. Supplier’s security program will be designed to ensure the confidentiality, integrity, and availability of the Customer Data and the SaaS Services. 7.4 Security Assessments and Certifications Supplier maintains current ISO 27001 certification, and will undergo periodic third-party audits. Upon Customer’s written request (no more than annually), Supplier will supply a summary of its most recent security audit report or certifications to verify the effectiveness of its security measures. Customer agrees that such report is Supplier’s Confidential Information. 7.5 Data Incidents In the event Supplier becomes aware of any actual or suspected unauthorized access to or acquisition of Customer Data (a “Data Breach”), Supplier will promptly (without undue delay) notify Customer and provide information on the nature of the incident, the data affected, and steps being taken to investigate and mitigate the issue. Supplier will promptly take appropriate remedial actions to contain and address the Data Breach. Supplier will reasonably cooperate with Customer’s own breach response efforts, including providing reasonable assistance with any notifications Customer is legally required to make. All such notifications will be made in accordance with the DPA and applicable law. 7.6 Data Backups and Recovery Supplier will perform regular backups of Customer Data (with frequency and retention as described in Schedule 1 or its standard backup policy) and will maintain and periodically test disaster recovery and business continuity plans. In case of a disaster or major service interruption, Supplier will use commercially reasonable efforts to restore availability of the Services and Customer Data from backups in a timely manner. 7.7 Data Return or Deletion Upon termination of the Agreement (or at the end of the applicable Services term) and upon Customer’s written request, Supplier will either return all Customer Data to Customer (in a commonly readable electronic format) or securely delete all Customer Data in its possession or control, unless applicable law requires further retention of certain data (in which case Supplier will continue to protect the data per this Agreement and the DPA). Supplier may retain non-personal data such as aggregated/anonymized usage data for lawful purposes (e.g., service improvement), provided that such data cannot identify Customer or any individual. 7.8 Customer Responsibilities – Data Customer is responsible for obtaining any necessary consents or authorizations from individuals whose Personal Data may be included in Customer Data. Customer shall not upload or provide any Personal Data that is subject to special legal protections (e.g., health information, credit card data, sensitive personal data) unless expressly agreed in Schedule 1 or Schedule 5, and then only in compliance with any additional requirements. Customer is also responsible for its own data security measures, such as protecting Customer’s account credentials and securing any local copies of data or reports exported from the Services. Additional data protection details are provided in Schedule 5, which the Parties should complete to address specifics such as data categories, data subjects, and authorized subprocessors. 8. CONFIDENTIALITY 8.1 Confidential Obligations Each Party, as Recipient, agrees to: a) use the Discloser’s Confidential Information only for the purposes of fulfilling its obligations or exercising its rights under this Agreement, and b) not disclose or make the Discloser’s Confidential Information available to any third party except to its own employees or contractors who have a legitimate need to know such information for the above-stated purpose and who are bound by confidentiality obligations at least as protective as those in this Section. The Recipient shall protect the Discloser’s Confidential Information from unauthorized use or disclosure with the same degree of care it uses to protect its own confidential information of a similar nature, and at a minimum no less than reasonable care. 8.2 Exceptions Information shall not be deemed “Confidential Information” to the extent the Recipient can demonstrate that such information: (i) is or becomes publicly available through no breach of this Agreement by the Recipient; (ii) was already known to the Recipient without confidentiality obligations, prior to disclosure by the Discloser; (iii) is lawfully received from a third party who did not obtain it from the Discloser and who is not bound by a confidentiality obligation; or (iv) was independently developed by the Recipient without reference to or use of the Discloser’s Confidential Information. 8.3 Compelled Disclosure If the Recipient is required by law, regulation, or court order to disclose Confidential Information of the Discloser, the Recipient shall (if legally permissible) give prompt written notice to the Discloser and cooperate with the Discloser in seeking a protective order or other appropriate remedy. If disclosure is still required, the Recipient shall only disclose the portion of Confidential Information that its counsel advises is legally required and will use reasonable efforts to ensure the information remains confidential under the circumstances (e.g., filing under seal). Notwithstanding the foregoing, no notice or consent is required for disclosures of Customer’s Confidential Information (including Customer Data) by Supplier to the extent required for Supplier to fulfill its obligations under this Agreement (for example, disclosures to approved subprocessors as described in the DPA, or to third-party infrastructure Suppliers) provided those recipients are bound by appropriate confidentiality obligations. 8.4 Duration The obligations in this Section 8 shall commence on the Effective Date and continue for a period of 5 years after the expiration or termination of this Agreement, except for trade secrets and Customer Data, which shall be protected indefinitely or for so long as permitted by applicable law. 8.5 Return of Materials Upon Discloser’s written request, the Recipient shall promptly return or destroy all documents and other tangible materials representing Discloser’s Confidential Information, including all copies thereof, and certify such destruction or return. Notwithstanding the foregoing, the Recipient may retain copies of Confidential Information that are automatically stored in backup or archival systems, or that are required to be retained by law or compliance purposes, provided that such retained copies remain subject to the confidentiality obligations herein. 8.6 Injunctive Relief The Parties acknowledge that unauthorized disclosure of Confidential Information may cause substantial harm for which monetary damages alone may be an insufficient remedy. Each Party shall be entitled to seek injunctive and other equitable relief (in addition to any other rights and remedies available) to prevent or curtail any actual or threatened breach of this Section 8 by the other Party. 9. INTELLECTUAL PROPERTY RIGHTS 9.1 Supplier IP As between the Parties, Supplier (and/or its licensors) retains all intellectual property and proprietary rights in and to the Software, SaaS Services, Documentation, and any technology, know-how, or methodologies used or offered by Supplier under this Agreement, including any improvements or derivative works thereof. Customer shall have no rights in the foregoing except for the limited use rights expressly granted under this Agreement. Supplier’s trademarks, logos, and service marks are owned by Supplier, and Customer’s use of the same must be pre-approved in writing by Supplier (except as allowed in the Documentation or an Acceptable Use Policy for attribution purposes). No implied licenses are granted. 9.2 Customer IP As between the Parties, Customer retains all intellectual property and proprietary rights in and to Customer Data and any pre-existing materials or software it provides to Supplier. Supplier’s use of Customer Data is limited to the license rights granted in Section 7.1. Supplier shall not acquire any ownership of Customer Data or of Customer’s intellectual property. If Customer provides Supplier with feedback, suggestions, or ideas for improvements or new features related to the Services (“Feedback”), Customer hereby grants Supplier a perpetual, irrevocable, royalty-free right and license to use and incorporate such Feedback into Supplier’s products and services without restriction, provided that Supplier shall not disclose Customer as the source of the feedback without permission. 9.3 Work Product Unless expressly stated otherwise in Schedule 2, any software, scripts, configurations or other deliverables created specifically for Customer as part of Professional Services (collectively, “Work Product”) shall be owned by Supplier, subject to the following: Supplier hereby grants Customer a non-exclusive, perpetual, royalty-free license to use, copy, and modify such Work Product exclusively for Customer’s internal use in connection with the SaaS Services. If Schedule 2 or an Order Form specifies that certain Work Product will be owned by Customer, then Supplier will assign to Customer all right, title, and interest in and to such specified Work Product upon full payment of the applicable fees, and Supplier shall retain a license to any underlying Supplier IP incorporated therein (to the extent necessary for Supplier to continue providing services or developing its products). 9.4 Third-Party Components The SaaS Services or Software may include or be provided with third-party software, libraries, or services that are subject to separate license terms (e.g., open source licenses or third-party cloud services). Any such third-party components and their licensing information shall be identified in the Documentation or an appendix. Customer’s use of those components as part of the Service is subject to those third-party terms. Supplier represents that, to the best of its knowledge, it has the necessary rights to provide all third-party components embedded in the Service, and that the Service’s use by Customer in accordance with this Agreement will not infringe third-party intellectual property rights (covered further in Section 11.1 below). 9.5 Data Analytics and Usage Data Supplier may collect and use data relating to the performance, operation, and use of the SaaS Services (“Usage Data”) to develop, improve, and optimize its services and for other internal business purposes. Supplier may also derive statistical or analytical data from Customer’s use of the Services and Customer Data, provided that any Personal Data is anonymized and such aggregated data does not identify Customer or any individual. All such Usage Data and analytics will be owned by Supplier. However, nothing herein authorizes Supplier to disclose any Customer Confidential Information publicly; any external disclosure of aggregated benchmarking or analytics will not identify Customer without Customer’s prior consent. 10. WARRANTIES 10.1 Authority and Ownership Each Party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Each Party warrants that entering or performing under this Agreement will not conflict with any other contract binding on it. Supplier further warrants that it owns or has obtained sufficient rights in the Software and SaaS Services to grant the access and usage rights to Customer as set forth in this Agreement, and that to Supplier’s knowledge, the Services do not infringe any third-party intellectual property rights (subject to Section 11 below). 10.2 Performance of Services Supplier warrants that during the Term, the SaaS Services will substantially conform to the specifications and service levels set forth in this Agreement (including Schedule 1 and Schedule 4), and that all Professional Services (if any) will be performed with reasonable skill and care, in a professional and workmanlike manner, by appropriately trained personnel. Customer’s exclusive remedy for breach of the foregoing SaaS warranty shall be the Service Level credits or remedies specified in Schedule 4, and for Professional Services shall be re-performance of the deficient services or, if re-performance is impractical, a refund of the fees paid for the deficient services. 10.3 Malicious Code Supplier warrants that it will not knowingly introduce, via the SaaS Services or deliverables, any computer virus, Trojan horse, ransomware, or other malicious code designed to disrupt Customer’s use of the Service or to damage or unauthorizedly access Customer’s systems or data. This warranty does not apply to code or data uploaded or introduced by Customer or through Customer’s own systems. If Supplier becomes aware that malicious code has been introduced into the Service, it shall promptly notify Customer and use diligent efforts to remove it. 10.4 Compliance with Laws Each Party warrants that in the performance of its obligations under this Agreement, it will comply with all laws and regulations applicable to it. Supplier shall maintain all necessary licenses, permits, and approvals required to provide the SaaS Services. Customer is responsible for its and its users’ compliance with any laws applicable to Customer’s industry or use of the Services (for example, if Customer uses the Service to process personal data, financial records, or health information, Customer must ensure such use is in compliance with relevant privacy or industry-specific laws). 10.5 Disclaimer of Warranties EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SUPPLIER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, ABOUT THE SAAS SERVICES, SOFTWARE, OR PROFESSIONAL SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SUPPLIER DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. Supplier does not warrant that the SaaS Services will be completely error-free, uninterrupted, or meet all of Customer’s requirements. Customer acknowledges that SaaS services may experience occasional downtime or errors and that no software is 100% free of defects. Customer is responsible for determining that the Services meet its needs and for maintaining alternative solutions for any mission-critical functions. 10.6 High-Risk Use The SaaS Services are not designed or warranted for use in any inherently dangerous or high-risk activities (such as operation of nuclear facilities, air traffic control, life support systems, or any use where failure of the Service could lead to death, personal injury, or severe property or environmental damage). Any such use by Customer is at Customer’s own risk, and Supplier hereby disclaims any liability for any damages arising from such use. 11. INDEMNIFICATION 11.1 Supplier’s Indemnification of Customer Supplier shall defend Customer and its officers, directors, and employees (“Customer Indemnitees”) against any third-party claim, demand, suit, or proceeding (“Claim”) alleging that the SaaS Services or Software (as provided by Supplier and when used in accordance with this Agreement) infringes or misappropriates a third party’s patent, copyright, trademark, or trade secret rights (an "IP Claim"). Supplier will indemnify and hold harmless Customer Indemnitees from any damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) finally awarded by a court or agreed in settlement for such IP Claim. This indemnity is conditioned on Customer (a) promptly notifying Supplier in writing of the IP Claim (to the extent feasible, as delay in notice can reduce Supplier’s obligations only if prejudiced), (b) giving Supplier sole authority to defend or settle the claim (provided that any settlement that imposes non-monetary obligations on Customer or admits liability on Customer’s part shall require Customer’s prior written consent), and (c) providing Supplier with reasonable cooperation in the defense at Supplier’s expense. 11.1.1 Mitigation and Exceptions In the event of an IP Claim or if Supplier reasonably believes the SaaS Services may be subject to an IP Claim, Supplier may, at its option and expense: (i) obtain for Customer the right to continue using the affected Service; (ii) modify or replace the Service (or infringing part thereof) to be non-infringing without materially reducing its functionality; or (iii) if the above options are not commercially feasible, terminate Customer’s subscription to the affected Service and refund any prepaid fees for the unused remaining portion of the Subscription Term for that Service. Supplier shall have no liability or obligation under this Section 11.1 to the extent that an IP Claim arises from: (1) Customer’s modifications of the Service or combination of the Service with any software, services, or data not provided by Supplier; (2) Customer’s use of the Service in violation of this Agreement or in a manner not contemplated by the Documentation; or (3) use of other than the most current release of any Supplier software provided that the current release was made available to Customer and such use of the older release is the cause of the infringement. This Section 11.1 states Supplier’s exclusive liability, and Customer’s sole and exclusive remedy, for any third-party intellectual property infringement or misappropriation claims relating to the SaaS Services. 11.2 Customer’s Indemnification of Supplier Customer shall defend Supplier and its officers, directors, and employees (“Supplier Indemnitees”) against any third-party Claims arising from or relating to: (a) Customer’s or any Authorized User’s use of the SaaS Services in violation of the Agreement (including any breach of the Use Restrictions or Acceptable Use Policy), or (b) Customer Data – specifically, any claim that Customer Data (as provided by Customer) infringes a third party’s rights or has been collected or shared by Customer in violation of law. Customer will indemnify and hold harmless Supplier Indemnitees from any damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) finally awarded by a court or agreed in settlement for such Claim. This indemnity is conditioned on Supplier (i) promptly notifying Customer in writing of the Claim, (ii) giving Customer sole authority to defend or settle the Claim (subject to similar limitations as above – no settlement that imposes liability or obligations on Supplier without consent), and (iii) providing reasonable cooperation at Customer’s expense. Customer’s indemnification obligations shall not apply to the extent the Claim arises from Supplier’s breach of this Agreement or from IP infringement by the SaaS Services (addressed by Supplier’s indemnity above). 11.3 Additional Provisions The indemnifying Party’s obligations under this Section 11 are contingent upon the indemnified Party’s compliance with the conditions of defense and cooperation stated above. The indemnified Party may participate in the defense with counsel of its own choosing at its own expense. If an indemnifying Party fails to promptly assume the defense of a Claim as required, the other Party may do so, and the indemnifying Party will be responsible for all costs incurred in such defense. 12. LIMITATION OF LIABILITY 12.1 Indirect Damages Exclusion To the fullest extent permitted by law, neither Party shall be liable to the other for any indirect, special, incidental, consequential, punitive, or exemplary damages, or for any loss of profits, revenue, goodwill, or data, arising out of or related to this Agreement, whether in contract, tort (including negligence), strict liability or any other legal theory, and even if advised of the possibility of such damages. This exclusion of damages includes, without limitation, losses arising from inability to use the Services or failure of the Services, loss or corruption of data or content, business interruption, or procurement of substitute services. 12.2 Cap on Direct Damages Except for Excluded Claims (defined below), each Party’s aggregate liability to the other for all claims, damages and losses arising out of or related to this Agreement or the SaaS Services (whether in contract, tort, or otherwise) shall not exceed the total amount of fees paid or payable by Customer to Supplier under this Agreement in the 12 months preceding the event giving rise to the claim (or, if the incident occurs during the first 12 months of the Agreement, the amount of fees expected to be paid for the first 12 months). 12.3 Excluded Claims Notwithstanding the foregoing, nothing in this Agreement shall limit or exclude either Party’s liability for: (a) death or bodily injury or personal property damage caused by its negligence or willful misconduct; (b) its fraud or fraudulent misrepresentation; (c) any obligations to pay indemnification amounts under Section 11 (including defense costs and damages awarded for third-party claims); (d) breach of confidentiality obligations under Section 8 (including any misuse or unauthorized disclosure of the other Party’s Confidential Information); (e) infringement or misappropriation of the other Party’s intellectual property rights (for example, Customer’s liability if it violates the license terms and uses the Software beyond what is permitted, or Supplier’s liability addressed by Section 11.1); and (f) any liability which cannot be limited under applicable law. These categories of liability are not subject to the cap or exclusion set forth in Sections 12.1 and 12.2 (“Excluded Claims”). However, to the extent a cap on liability for any Excluded Claim is permissible under law, the Parties may agree to specific caps for those in Schedule 3 or an Order Form. 12.4 Failure of Essential Purpose The Parties acknowledge that the limitations of liability and types of damages excluded in this Section 12 are agreed allocations of risk constituting part of the consideration for this Agreement. These limitations will apply even if any limited remedy fails of its essential purpose. Some jurisdictions do not allow the exclusion or limitation of certain damages, so to the extent such a law is applicable, such exclusions/limitations shall apply to the maximum extent permitted. 13. TERM AND TERMINATION 13.1 Term of Agreement This Agreement commences on the Effective Date and, unless terminated earlier in accordance with this Section, continues for an initial term of 5 years (the "Initial Term"). Thereafter, the Agreement (or the subscription to the SaaS Services, as applicable) will automatically renew for successive renewal terms of 1 year each (each a "Renewal Term"), unless either Party gives the other Party written notice of non-renewal at least 90 days before the end of the then-current term. The Initial Term and any Renewal Terms shall collectively be the "Term" of the Agreement. 13.2 Termination for Cause Either Party may terminate this Agreement (including any or all Schedules) for cause upon written notice to the other Party if the other Party: (a) materially breaches any material provision of the Agreement and fails to cure such breach within 30 days after receiving written notice describing the breach in reasonable detail. (In the case of Customer’s breach of payment obligations, Supplier’s notice of non-payment shall be considered a notice of default, and Customer must cure by paying all undisputed amounts within 30 days of that notice to avoid termination.) Repeated breach of the same obligation, after notice and cure of a prior instance, may at Supplier’s discretion be deemed a material breach not subject to further cure. Additionally, either Party may terminate this Agreement immediately by written notice if the other Party (b) becomes insolvent or bankrupt, makes an assignment for the benefit of creditors, or has a receiver or administrator appointed for a substantial part of its assets, or if the other Party is the subject of a petition in bankruptcy or any proceeding relating to insolvency, liquidation or receivership and such petition or proceeding is not dismissed within 60 days of filing. 13.3 Effect of Termination Upon expiration or termination of this Agreement for any reason: (i) Customer’s access to the SaaS Services will be deactivated as of the effective date of termination (subject to any transition period below), and Customer shall immediately cease all use of the SaaS Services, Software, and Documentation; (ii) each Party shall return or destroy (at the other Party’s option) all Confidential Information of the other Party in its possession as provided in Section 8 (with respect to Customer Data, Supplier will proceed according to Section 7.7 and the DPA); and (iii) any unpaid fees or reimbursable expenses accrued up to the termination date shall become immediately due and payable. If this Agreement is terminated by Customer for Supplier’s uncured breach, Supplier will refund any prepaid fees covering the period from the effective termination date through the end of the remaining subscription term. If terminated by Supplier for Customer’s breach, Customer will pay any unpaid fees for the remaining term of all subscriptions as of the termination date (and any other damages if applicable). 13.4 Post-Termination Assistance Upon Customer’s request made within 30 days after the effective date of termination or expiration, Supplier will provide Customer with a one-time export of Customer Data from the SaaS Services in a commonly used format, or will keep the Services accessible for up to 30 days post-termination solely for Customer to retrieve its data (fees may apply if extended access or assistance is required). After such 30-day period, Supplier shall have no further obligation to maintain or provide any Customer Data and will delete or anonymize any remaining Customer Data in its systems, in accordance with Section 7.7 and the DPA. 13.5 Survival Any provision of this Agreement that, by its nature, is intended to survive termination or expiration of this Agreement, shall so survive. Without limiting the foregoing, the provisions related to Definitions, Fees (outstanding payment obligations), Confidentiality, Intellectual Property, Indemnification, Limitations of Liability, Data Protection, and Governing Law & Dispute Resolution shall survive any termination. 14. AUDIT RIGHTS 14.1 Customer Audit of Supplier During the Term of this Agreement, Customer (or its designated independent auditor, provided such auditor is not a competitor of Supplier and agrees to confidentiality) shall have the right, upon at least 30 days’ prior written notice to Supplier and not more than once annually, to audit Supplier’s relevant books, records, systems, and facilities solely to verify Supplier’s compliance with its obligations under this Agreement, including security and data protection controls. Any such audit shall be conducted during regular business hours, in a manner that minimizes disruption to Supplier’s operations. Customer shall be responsible for all costs of the audit. Supplier agrees to reasonably cooperate by making available relevant knowledgeable personnel and documentation. The scope of any audit is limited to information directly relevant to Supplier’s performance of the SaaS Services and compliance with this Agreement (for example, verifying security measures or uptime reports). Any information obtained by Customer in the course of an audit shall be deemed Supplier’s Confidential Information. If an audit identifies any material non-compliance, Supplier shall promptly take corrective action. As an alternative to Customer conducting its own audit, the Parties may agree that Supplier’s provision of a recent third-party audit certification or report (e.g., a SOC 2 Type II report) can satisfy Customer’s audit rights for the relevant scope. 14.2 Supplier Audit of Customer Supplier or its representative may, upon prior written notice to Customer, audit Customer’s use of the SaaS Services to ensure compliance with the license scope and use restrictions of this Agreement. This may include remotely monitoring usage metrics and reviewing relevant records. Any such audit shall be conducted in a manner that does not unreasonably interfere with Customer’s business. If an audit reveals that Customer has exceeded any user limitations or other usage parameters, Supplier will notify Customer in writing, and Customer agrees to promptly cure such overuse by purchasing additional licenses or subscriptions to cover the excess usage from the date of excess. Supplier reserves the right to invoice Customer for any unpaid fees applicable to excess use at the rates in Schedule 3 or, if not specified, at Supplier’s standard list price. If use is found to be excessive beyond authorized limits by more than a 5% margin and Customer had not disclosed this, Customer shall also pay Supplier’s reasonable costs of the audit. All information collected in an audit of Customer will be used solely for the purposes of verifying compliance and shall be treated as Customer’s Confidential Information. 14.3 Audit for Personal Data Processing In addition to the above, to the extent required by applicable Data Protection Laws or the DPA (Schedule 6), Supplier shall allow for and contribute to audits or inspections by Customer (or an independent auditor appointed by Customer) strictly for the purpose of verifying Supplier’s compliance with its obligations as a Processor of Personal Data. The conditions for conducting such audits, including any required notice, scope, frequency, and cost allocation, shall be as set forth in the DPA. Generally, Supplier may satisfy such audit obligations by providing relevant third-party certifications or audit reports (such as ISO or SOC reports) that address the requirements, in lieu of a direct inspection, unless applicable law mandates otherwise. 15. FORCE MAJEURE 15.1 No Liability for Force Majeure Neither Party shall be liable for any failure or delay in performing its obligations (except payment obligations) under this Agreement if such failure or delay is caused by circumstances beyond its reasonable control (a "Force Majeure" event). Force Majeure events may include, but are not limited to: natural disasters (e.g., earthquakes, hurricanes, floods), acts of God, acts of government or regulatory authorities, war, terrorism, civil unrest, strikes or labor disputes not involving the obligated Party’s own employees, internet or telecommunication failures outside of Supplier’s data centers, power utility failures, or pandemics and other public health emergencies. The affected Party shall promptly notify the other Party of the Force Majeure event, describing the nature of the event and its expected impact on performance. 15.2 Mitigation The Party affected by Force Majeure shall use diligent efforts to mitigate the effect of the event and to resume full performance as soon as reasonably possible. Excused performance shall be limited to the scope and duration of the Force Majeure event. 15.3 Termination for Extended Force Majeure If any Force Majeure event causes a material suspension of Services or inability for a Party to perform its essential obligations under this Agreement for a continuous period of more than 60 days, then either Party may terminate the Agreement by giving written notice to the other Party. In such case, each Party will bear its own costs incurred. 16. MISCELLANEOUS 16.1 Governing Law This Agreement and any disputes arising out of or relating to it shall be governed by and construed in accordance with the laws of Norway, excluding its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods (1980) shall not apply to this Agreement. 16.2 Jurisdiction and Venue The Parties agree that any legal action or proceeding arising under this Agreement that is not subject to arbitration (if arbitration is provided for elsewhere or agreed) shall be brought exclusively in the courts of Norway / Oslo. Each Party consents to the personal jurisdiction and venue of such courts and waives any objection on grounds of inconvenient forum. (If arbitration is preferred, specify arbitration rules, venue, and whether it’s binding, etc.) 16.3 Notices All legal notices or other communications required or permitted to be given under this Agreement shall be in writing and shall be delivered to the addresses of the Parties set forth below (or such other address as a Party may designate in writing). Notices shall be sent by certified or registered mail (return receipt requested), by courier or express delivery service, or by email (with confirmation of delivery and a copy sent by another method for formal notices). Notices will be deemed given: (a) when received, if personally delivered or sent by courier; (b) on the third business day after mailing, if sent by international registered mail; or (c) on the date of confirmed delivery if by email.  If to Supplier: o [Supplier Name], Attn: Legal Department, [Address], Email: [contact email]  If to Customer: o [Customer Name], Attn: [Title/Department], [Address], Email: [contact email] 16.4 Assignment Neither Party may assign or transfer this Agreement, in whole or in part, to any third party without the prior written consent of the other Party, except that either Party may assign this Agreement without consent (upon written notice) to an Affiliate, or to a successor entity in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets related to this Agreement. In any permitted assignment, the assigning Party will ensure the successor agrees in writing to assume all obligations of the assigning Party, and the assigning Party (if surviving as an entity) shall remain liable for obligations that arose prior to the assignment. Any attempted assignment in violation of this Section is null and void. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns. 16.5 Entire Agreement This Agreement, including all Schedules, attachments, and any mutually executed Order Forms or amendments, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, proposals, or representations, whether written or oral, concerning its subject matter. Each Party acknowledges that it is not entering into this Agreement on the basis of any representations not expressly contained herein. In the event of any conflict between the main body of this Agreement and any Schedule or attachment, the main body of the Agreement shall govern unless the Schedule or attachment expressly states an alternate precedence for a specific clause. (For example, the DPA may specify that it prevails for privacy matters, or an Order Form may override specific terms in main body if clearly stated.) 16.6 Amendments No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed (or expressly accepted electronically) by authorized representatives of both Parties. This includes any amendment of this no-oral-modifications clause. 16.7 Waiver A failure or delay by either Party to enforce any provision of this Agreement or to exercise any right or remedy shall not be construed as a present or future waiver of such provision, nor of the Party’s rights to enforce each and every provision. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party granting the waiver. The waiver of a breach of any term shall not be construed as a waiver of any subsequent breach. 16.8 Severability If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction or arbitrator, that provision shall be enforced to the maximum extent permissible to effect the Parties’ intent, and the remaining provisions of the Agreement shall remain in full force and effect. The Parties will negotiate in good faith a valid and enforceable provision that is a reasonable substitute, to the extent necessary to achieve the purpose of the original provision. 16.9 Relationship of Parties The Parties are independent contractors. Nothing in this Agreement is intended to or shall be deemed to create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties. Neither Party is an agent or representative of the other or is authorized to make any commitment or enter into any agreement on behalf of the other. 16.10 No Third-Party Beneficiaries This Agreement is for the benefit of the Parties and their permitted successors and assigns, and does not confer any rights or benefits on any third party (including any Authorized User in their individual capacity, or any customer of Customer). No person or entity who is not a signatory to this Agreement shall have any right to enforce any term of this Agreement. 16.11 Export Compliance The SaaS Services, Software, and technical data provided under this Agreement may be subject to export control and trade sanctions laws and regulations (such as the U.S. Export Administration Regulations and similar laws). Customer shall not, and shall not permit any Authorized User to, export, re-export, or transfer any part of the Services or Software in violation of such laws, including to any embargoed or sanctioned countries, to anyone on restricted party lists, or for any prohibited end-use (such as in connection with nuclear, chemical, or biological weapons or missile technology). Supplier represents that it is not named on any government denied-party list. 16.12 Anti-Bribery Each Party warrants that it will comply with all applicable anti-corruption and anti-bribery laws (such as the U.S. Foreign Corrupt Practices Act and the UK Bribery Act) in connection with the performance of this Agreement. Neither Party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from the other Party’s employees or agents in relation to this Agreement. If a Party learns of any violation of the above restriction, it will immediately notify the other Party. 16.13 Counterparts & Electronic Signatures This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together shall constitute one instrument. Execution and delivery of this Agreement may be evidenced by electronic means, such as by PDF or electronic signature services, which shall be deemed legally binding and equivalent to handwritten signatures. 16.14 Interpretation Section headings are for convenience only and shall not affect the interpretation of this Agreement. Terms such as “including” or “e.g.” are deemed to mean “including without limitation”. In case of ambiguity or question of intent or interpretation, this Agreement shall be construed as having been drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring either Party by virtue of the authorship of any provision.