Scuba Analytics, Inc. Master Subscription Agreement Effective Date: June 1, 2021 This Master Subscription Agreement governs the use of Scuba software and the performance of related services. By executing an order form which references this agreement (“Order Form”): (a) you acknowledge that you have read and understand this agreement, and that you, and the entity for which you are acting, agree to be bound its terms and condition; and (b) you represent and warrant that you have the authority to act on behalf of such entity. You and such entity acknowledge that by your executing the Order Form on its behalf, such entity is bound by this agreement, and the terms and conditions herein. As used in this agreement, “Scuba” refers to Scuba Analytics, Inc., a Delaware corporation, with its principal place of business at 800 West El Camino Real, Suite 180, Mountain View, California 94040, United States; and “Customer” refers to the company, government or other entity on whose behalf you are acting and that has entered into this agreement. “Party” means Customer or Scuba, individually, and “Parties” means Customer and Scuba, collectively. 1. DEFINITIONS. Unless otherwise provided herein, all capitalized terms shall have the following meanings: “Agreement” means this Master Subscription Agreement, each Order Form that references this Master Subscription Agreement and any additional terms and conditions expressly referenced in the Master Subscription Agreement or an Order Form; “Cluster” means a single logical deployment of the Scuba Software; “Customer Data” means any electronic data or information of Customer ingested into the Scuba Software; “Daily” or “Day”, means, as applicable, the time period measured from midnight to midnight UTC; “Data Source” means each designated data source from which Customer Data is ingested into the Scuba Software; “Documentation” means the product and technical documentation Scuba makes available to Customer; “Event” means a unique time stamped record of Customer Data ingested into the Scuba Software; “Licensed Capacity” means the maximum usage of the Scuba Software as set forth in an Order Form (including, without limitation, Maximum Daily Event Volume, Retention Period, number of Users and number of Clusters and/or Data Sources); “Scuba Software” means the Scuba-managed behavior analytics software solution that Scuba deploys in one or more Clusters on a Customer designated hosted environment; “Maximum Daily Event Volume” means, as specified in an Order Form, the maximum number of Events permitted to be ingested Daily into the Scuba Software, but excludes any Event that is re-Ingested after the initial ingestion of such Event; “Retention Period” means, as specified in an Order Form, the maximum number of calendar days (or other period of time) that Customer is allowed to retain Events for live query access in the Scuba Software; “Services” means the Support Services and any additional professional services that Scuba makes available to Customer from time to time for additional fees, as mutually agreed to by the Parties in and Order Form; “Subscription Term” means, as specified in the Order Form, the term during which Customer may use the Scuba Software; and “Support Services” means the support and maintenance services that Scuba performs during the Subscription Term in connection with the Scuba Software for no additional fees that are set forth here. 2. SOFTWARE LICENSE AND SERVICES. 2.1 License. Subject to Customer’s compliance with this Agreement (including payment of applicable fees), Scuba grants to Customer during the Subscription Term a limited, non exclusive, non-transferable, non-assignable and non-sublicensable license to access, display and use the Scuba Software and Documentation solely for Customer’s own internal business purposes (and such license grant includes a license to install such Scuba Software solely on Customer’s designated hosted environment). 2.2 Restrictions. Customer shall not: (a) use the Scuba Software except as expressly authorized in this Agreement; (b) decompile, disassemble or reverse engineer the Scuba Software, or otherwise attempt to learn the source code, structure or algorithms underlying the Scuba Software, except to the extent required to be permitted under applicable law; (c) copy, modify, distribute, adapt, or create derivative works of the Scuba Software or Documentation; (d) rent, lease, loan, sublicense, assign, distribute, resell or otherwise commercially exploit the Scuba Software or Documentation or make the Scuba Software available to any third party (other than Users (defined below)); (e) use the Scuba Software or Documentation to provide processing services to third parties, or otherwise use the Scuba Software or Documentation on a “service bureau” or “timesharing” or subscription basis; (f) access the Scuba Software or Documentation to build a competitive product or service, or copy any ideas, features, functions, graphics of the Scuba Software or Documentation; (g) interfere with or disrupt the integrity or performance of the Scuba Software; (h) remove or obscure any proprietary or other notices contained in the Scuba Software or Documentation; (i) disclose to any third party the results of any benchmark tests or other evaluation of the Scuba Software; or (j) authorize or enable any third parties to do any of the above. 2.3 Responsibilities. Customer will: (a) limit access to, and use of, the Scuba Software to its authorized employees and third party contractors or agents (“Users”); (b) access and use, and cause its Users to access and use, the Scuba Software and Documentation in compliance with the Agreement and all applicable laws; (c) remain responsible for any and all acts or omissions of action of any of its Users; and (d) provide Scuba personnel with administrative and network access (reasonably satisfactory to Scuba) to its third party hosted environment where the Scuba Software is deployed. 2.4 Provision of Services. Subject to Customer’s compliance with the Agreement (including timely payment of applicable fees), Scuba will perform the Services specified in the Order Form. 3. TERM AND TERMINATION. 3.1 Term of Agreement and Order Form. This Agreement commences on the Effective Date and continues until terminated in accordance with this Section 3. Each Order Form will have an initial Subscription Term set forth therein (“Initial Subscription Term”). Upon expiry of such initial Subscription Term, the Order Form will automatically renew for additional one (1) year periods (each, a “Renewal Subscription Term”; and together with Initial Subscription Term, the “Subscription Term”), unless either Party provides written notice to the other Party of non renewal at least sixty (60) days prior to the then-current Subscription Term. 3.2 Termination. Either Party may terminate this Agreement as follows: (a) upon thirty (30) days written notice if the other Party breaches any material provision of this Agreement and does not cure such breach before the end of such cure period; (b) effective immediately and without notice if the other Party ceases to do business or otherwise terminates its operations, except as a result of a permitted assignment hereunder; or (c) if the other Party seeks protection under any bankruptcy, receivership, trust deed, creditor’s arrangement or comparable proceedings, if such proceeding is instituted against that Party (and not dismissed with sixty (60) days thereafter). 3.3 Effect of Termination. Upon any expiration or termination of this Agreement: (a) all Order Forms will immediately terminate; (b) Customer’s right and license to the Scuba Software and Documentation shall terminate immediately; (c) Scuba will immediately cease providing and/or performing any Services hereunder; (d) Customer shall immediately (i) cease use of the Scuba Software and Documentation and (ii) delete all Events ingested in the Scuba Software; and (e) each Party shall return to the other Party, or destroy if the other Party requests, the Confidential Information and any copies thereof made by the Party and certify in writing such destruction. If the Agreement is terminated due to Customer breach, Customer shall pay to Scuba all unpaid fees set forth in the Order Form(s) and Customer will not be entitled to any refund of any fees pre-paid prior to such termination. If the Agreement is terminated due to Scuba’s breach, Customer shall pay Scuba all unpaid fees set forth in the Order Form(s) up to the date of termination and Scuba shall refund to Customer any fees pre-paid prior to such termination for the remainder of the Subscription Term during which Customer was unable to use the Scuba Software. Sections 1 (Definitions), 2.2 (Restrictions), 2.3 (Responsibilities), 3.3 (Effect of Termination), 4 (Ownership), 5 (Confidentiality), 6 (Limitation of Liability), 7 (Payment Terms), 8.2 (Disclaimers), 9 (Indemnification), 10 (Export), 11 (Government Restricted Rights), 12 (Database of Record) and 14 (Miscellaneous) shall survive the expiration or termination of this Agreement. 4. OWNERSHIP. 4.1 Generally. Scuba and/or its licensors retain all worldwide right, title and interest, including all related intellectual property rights, in and to the Scuba Software, Services, Documentation, its Confidential Information, any technology developed from any Services provided by Scuba herein, and all derivative works, improvements, modifications thereto or thereof, by whomever made. No rights are granted to Customer hereunder other than as expressly set forth herein. Notwithstanding any contrary term herein, the Scuba Software is licensed, not sold, to Customer. 4.2 Customer Technology. Customer acknowledges that Scuba’s ability to make the Scuba Software available to Customer and perform Services herein may be dependent on Scuba’s timely access to certain Customer technical data, computer facilities, files, documentation and other resources requested by Scuba (“Customer Technology”). Customer hereby grants Scuba a limited license to access and use such Customer Technology for purposes of making the Scuba Software available and performing the Services and Customer will remain responsible for and assume the risk of any problems arising from such Customer Technology. 4.3 Feedback. In the event that Customer provides Scuba with any suggestions, ideas, improvements or other feedback with respect to the Scuba Software or any of the Services (“Feedback”), Customer grants Scuba a non-exclusive, perpetual, irrevocable, sub-licensable, transferable, royalty-free, fully paid-up worldwide right and license to use and commercially exploit the Feedback in any manner Scuba deems fit 4.4 Customer Data. Customer retains all right, title and interest in and to all Customer Data. Customer represents and warrants that: (i) Customer’s use of the Scuba Software and Services and all Customer Data is at all times compliant with Customer’s privacy policies and all applicable laws and regulations, including without limitation, all applicable laws and regulations related to data privacy, exportation of technical data and personally identifiable information and international communications; and (ii) Customer has sufficient rights in the Customer Data to grant the rights granted to Scuba below and that the Customer Data does not infringe or otherwise violate the rights of any third party. Customer hereby grants to Scuba a non-exclusive, worldwide, unrestricted and irrevocable right and license to use the Customer Data solely to the extent necessary to make the Scuba Software available to Customer and to perform the Services. 5. CONFIDENTIALITY. 5.1 Confidential Information. Any and all non-public, confidential and proprietary information, including, without limitation, code, inventions or know-how, or business, technical or financial information furnished by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), that is either marked as “confidential” or “proprietary” or that should be reasonably known by the Receiving Party to be Confidential Information, due to the nature of the information disclosed and the circumstances surrounding the disclosure, shall constitute the confidential property of the Disclosing Party (“Confidential Information”). Scuba Confidential Information shall include the Scuba Software, the Services, the Documentation, any Order Form (and any information therein) and any performance information (e.g., benchmarking) of the Scuba Software. Confidential Information does not include information that the Receiving Party can document: (a) was in the public domain at the time it was disclosed or has entered the public domain through no fault of the Receiving Party; (b) was known to the Receiving Party free of any obligation of confidentiality before it was communicated to the Receiving Party by the Disclosing Party; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or (d) is rightfully obtained by Receiving Party from a third party without a breach of any confidentiality obligation. 5.2 Obligations of Confidentiality. The Receiving Party agrees (a) to keep all Confidential Information of Disclosing Party in strict confidence and not to disclose or reveal any such Confidential Information to any person (other than such Receiving Party’s employees, contractors or consultants who (i) have a need to know the Confidential Information and (ii) are subject to terms of confidentiality no less restrictive than those set forth herein), and (b) not to use Confidential Information for any purpose other than in connection with fulfilling its obligations or exercising rights under this Agreement. The Receiving Party shall treat all Confidential Information of the Disclosing Party by using the same degree of care, but no less than a reasonable degree of care, as it accords its own Confidential Information. 5.3 Required Disclosure. The Receiving Party may disclose the Confidential Information of the Disclosing Party if it is required to do so pursuant to an order or requirement of a court, administrative agency or other governmental body; provided however, that the Receiving Party provides the Disclosing Party with prior written notice thereof to enable the Disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure, and shall cooperate with the Disclosing Party (at the Disclosing Party’s expense) to obtain such protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained, or the Disclosing Party waives compliance, the Receiving Party shall disclose only that portion of the Confidential Information that is legally required to be disclosed or is the subject of such waiver, and ensure that all Confidential Information that is so disclosed shall be accorded confidential treatment. 5.4 Irreparable Harm. The Receiving Party acknowledges that any misuse or unauthorized disclosure of Confidential Information of Disclosing Party may cause substantial harm to the Disclosing Party for which damages alone may not be a sufficient remedy, and the Disclosing Party shall be entitled to seek equitable relief (without the posting of a bond or similar instrument) in addition to any other available remedies. 6. LIMITATION OF LIABILITY. EXCLUDING A BREACH OF SECTIONS 2.1 (LICENSE), 2.2 (RESTRICTIONS), 2.3 (RESPONSIBILITIES), 5 (CONFIDENTIALITY), 7 (PAYMENT TERMS), OR CUSTOMER’S INDEMNITY OBLIGATION IN SECTION 9.2 (CUSTOMER INDEMNITY): (A) EXCEPT AS SET FORTH IN SECTION 6(B), EACH PARTY'S TOTAL CUMULATIVE LIABILITY TO THE OTHER PARTY WILL NOT EXCEED THE AMOUNTS THAT ARE PAID AND PAYABLE BY CUSTOMER TO SCUBA HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY; (B) NOTWITHSTANDING SECTION 6(A), SCUBA’S TOTAL LIABILITY PURSUANT TO ITS INDEMNIFICATION OBLIGATIONS OR ITS BREACH OF ITS OBLIGATIONS UNDER SECTION 5 (CONFIDENTIALITY) SOLELY WITH RESPECT TO CUSTOMER DATA THAT SCUBA (BUT NOT THE SCUBA SOFTWARE) PROCESSES THAT IS SUBJECT TO APPLICABLE DATA PRIVACY LAWS WILL NOT EXCEED ONE MILLION DOLLARS ($1,000,000); AND (C) IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF USE, DATA, OR PROFITS, BUSINESS INTERRUPTION, OR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PERFORMANCE OF THE SERVICES, WHETHER SUCH LIABILITY ARISES FROM CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. UNDER NO CIRCUMSTANCES WILL SCUBA BE LIABLE OR RESPONSIBLE FOR THE COST OF PROCUREMENT OF ANY SUBSTITUTE PRODUCTS OR SERVICES. 7. PAYMENT TERMS. 7.1 Payment of Fees. Unless otherwise provided in an Order Form, Customer shall pay all fees set forth therein within thirty (30) days of receipt of Scuba’s invoice. Scuba will invoice Customer as follows: (a) for Scuba Software for the Subscription Term, annually in advance; and (b) for any other Services (other than Support Services), in full in advance of the Services to be performed. Except as otherwise provided in the Agreement, all fees must be paid in United Stated Dollars, are based on products and services purchased and not on actual usage or performance, and are non-cancelable and non-refundable. 7.2 Excess Usage. Scuba’s measurement tools will be used to determine Customer's usage of the Scuba Software. If Customer’s use of the Scuba Software exceeds the Licensed Capacity set forth in the applicable Order Form, Scuba will notify Customer and Customer will reduce its usage of the Software to comply with the Licensed Capacity within thirty (30) days of such notice. If Customer is unable to reduce such usage, Scuba will invoice Customer an additional subscription fee for the remainder of the Subscription Term, at the rate Customer pays for the Maximum Daily Event Volume in the applicable Order Form, for the additional usage equal to the additional Event volume in minimum increments of 10,000,000 Events sufficient to include the additional Event volume. Upon issuance of such Order Form, the Licensed Capacity shall be deemed increased byu such additional usage for the remainder of the Subscription Term. 7.3 Late Payment; Suspension. Any late payment shall be subject to interest that accrues at a rate of the lower of one and one half per cent (1.5%) per month or the highest rate permitted by law, plus costs of collection. If Customer’s account is ten (10) days or more overdue or if Scuba in good faith believes that Customer is engaging in unauthorized conduct in its use of the Scuba Software or Services, in addition to any of its other rights or remedies, Scuba may suspend Customer’s access to the Scuba Software and performance of the Services without liability to Customer until such amounts are paid in full or Customer stops engaging in such unauthorized conduct. 7.4 Taxes. Any and all payments made by Customer in accordance with the Agreement are exclusive of any taxes that might be assessed against Customer by any jurisdiction. Customer shall be responsible for and pay or reimburse Scuba for: (a) all federal, state, local of foreign value-added, sales, use, property and similar taxes; (b) all customs duties, import fees, stamp duties, license fees and similar charges; and (c) all other mandatory payments to government agencies of whatever kind, except any taxes imposed on the net or gross income of Scuba. All amounts payable to Scuba under the Agreement shall be without set-off and without deduction of any taxes, levies, imposts, charges, withholdings and/or duties of any nature which may be levied or imposed, including without limitation, value added tax, customs duty and withholding tax. 8. WARRANTY AND DISCLAIMERS. 8.1 Warranty. Scuba warrants to Customer that: (a) the Scuba Software will perform in all material respects with the Documentation during the Subscription Term; and (b) the Services, as applicable, will be performed in a professional, workmanlike manner consistent with generally accepted industry standards. Customer’s sole and exclusive remedy, and Scuba’s sole liability, for any breach of this warranty shall be for Scuba to correct the Scuba Software in accordance with the Support Services or re-perform the Services, at Scuba’s expense. 8.2 DISCLAIMERS. EXCEPT FOR THE LIMITED WARRANTY IN THIS SECTION 8, SCUBA PROVIDES THE SCUBA SOFTWARE AND SERVICES ON AND “AS IS” AND “AS AVAILABLE” BASIS. NEITHER SCUBA NOR ITS SUPPLIERS MAKE OTHER WARRANTIES OF ANY KIND AND SPECIFICALLY DISCLAIM ANY AND ALL EXPRESS, IMPLIED, STATUTORY AND OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, GOOD TITLE, SATISFACTORY QUALITY OR NONINFRINGEMENT. SCUBA DOES NOT WARRANT THAT THE SCUBA SOFTWARE OR SERVICES ARE ERROR-FREE, THAT CUSTOMER WILL BE ABLE TO ACCESS OR USE THE SCUBA SOFTWARE OR SERVICES WITHOUT PROBLEMS OR INTERRUPTIONS, OR THAT THE SCUBA SOFTWARE OR SERVICES WILL OPERATE IN COMBINATION WITH OTHER HARDWARE, SOFTWARE, SYSTEMS OR DATA NOT PROVIDED BY SCUBA. 9. INDEMNIFICATION 9.1 Scuba Indemnity. Scuba (“Indemnifying Party”) shall defend, indemnify and hold harmless Customer (“Indemnified Party”) from and against any and all third party claims asserted against an Indemnified Party (and all resulting, to the extent payable to unaffiliated third parties, damages, losses, liabilities, penalties, costs and expenses, including reasonable attorneys’ fees and costs) (“Losses”) arising out of the alleged infringement or misappropriation of a copyright, trade secret, trademark or United States patent by the Scuba Software. If any third party claim which Scuba is obligated to defend has occurred, or in Scuba’s determination is likely to occur, Scuba may, in its sole discretion and at its option and expense: (a) obtain for Customer the right to use the allegedly infringing item; (b) substitute a non-infringing replacement for such item; or (c) if in Scuba’s opinion neither item (a) nor item (b) are reasonably available, terminate the Agreement and refund to Customer the fees paid by Customer in an amount pro-rated for the portion of the Subscription Term remaining after termination. The foregoing indemnification obligation of Scuba shall not apply if such claim arises out of: (1) use of the Scuba Software in combination with any software, hardware, network or system not supplied by Scuba where the alleged infringement is caused by such combination; (2) any modification or alteration of the Scuba Software (other than by Scuba); (3) where Customer continues the allegedly infringing activity after being informed of a modification that would avoid the alleged infringement; (4) Scuba’s compliance with Customer’s designs, specifications or instructions; or (5) use of the Scuba Software other than in accordance with the terms and conditions of the Agreement. THIS SECTION 9.1 SETS FORTH SCUBA’S SOLE LIABILITY, AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, WITH RESPECT TO ANY CLAIM OF INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY. 9.2 Customer Indemnity. Customer (“Indemnifying Party”) shall indemnify, defend and hold harmless Scuba (“Indemnified Party”) from and against any and all Losses arising out of (a) any Customer Data (including, without limitation, the violation of any laws, regulations or privacy rights), (b) any Customer Technology or (c) any actual or alleged breach by Customer of its obligations under this Agreement. 9.3 Procedure. The Indemnifying Party’s indemnification obligation is subject to the Indemnifying Party receiving (a) prompt written notice from the Indemnified Party of such claim (but in any event, notice in sufficient time for the Indemnifying Party to respond without prejudice); (b) the exclusive right to control and direct the investigation, defense, or settlement of such claim (provided that Indemnifying Party will not agree to any settlement that imposes on the Indemnified Party a material obligation or admission of liability); and (c) all reasonable necessary cooperation of the Indemnified Party at Indemnifying Party’s expense. 10. EXPORT. Customer agrees to comply fully with all U.S. export laws and regulations to ensure that neither the Scuba Software, the Services nor any technical data related thereto, nor any direct product thereof are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations. 11. GOVERNMENT RESTRICTED RIGHTS. If Customer is a branch or agency of the United States Government, (a) the Services and Documentation are “commercial items” as that term is defined in FAR 2.101, consisting of “commercial computer software” and “commercial computer software documentation,” respectively, as such terms are used in FAR 12.212 and DFARS 227.7202, (b) are being acquired by or on behalf of the U.S. Government, as provided in FAR 12.212 and DFARS 227.7202-1 through 227.7202-4, as applicable, and (c) the U.S. Government’s rights in the Services and Documentation will be only those specified in this Agreement. 12. DATABASE OF RECORD. Customer acknowledges and agrees that Scuba and the Scuba Software are not the database of record for Customer, and Customer shall not rely on or consider Scuba or the Scuba Software as the sole source of, or a complete copy of Customer Data. 13. USE OF NAME FOR MARKETING PURPOSE. Scuba may (a) use Customer’s name and logo on Scuba’s web site and in its promotional materials as part of a general list of customers and (b) may print, transmit and/or publicize details of its relationship with Customer as a user of the Services. 14. MISCELLANEOUS 14.1 Evaluation Projects. If Scuba permits Customer to access and use the Scuba Software for evaluation purposes and/or provides Customer with an “early access” or beta version of the Scuba Software (an, “Evaluation Project”), Customer may be presented with additional terms and conditions prior to such use, and such additional terms and conditions are hereby incorporated into the Agreement by reference and are legally binding upon Customer and Scuba. NOTWITHSTANDING ANY CONTRARY PROVISION IN THIS AGREEMENT (INCLUDING WITHOUT LIMITATION SECTION 8.1 (WARRANTY)), ANY EVALUATION PROJECT MADE AVAILABLE BY SCUBA TO CUSTOMER (A) WILL BE SET FORTH AS SUCH IN THE ORDER FORM, AND (B) WILL BE MADE AVAILABLE ON AN “AS IS” AND “AS AVAILABLE” BASIS, (I) WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY (TO THE FULLEST EXTENT PERMITTED BY LAW) AND (II) WITHOUT ANY OBLIGATION OF SCUBA TO PROVIDE SUPPORT SERVICES OR ANY INDEMNITY FOR CUSTOMER ACCESS TO, AND USE OF, THE SCUBA SOFTWARE DURING THE EVALUATION PROJECT. 14.2 Authorized Partners. If Customer acquires the Scuba Software through an authorized reseller, partner or OEM of Scuba (“Authorized Partner”), Customer’s use of the Scuba Software shall be subject to the terms of this Agreement; provided, that: (a) Customer’s use of the Scuba Software is subject to any additional terms in the agreement provided by the Authorized Partner (“Partner Agreement”); (b) Customer agrees to pay the Authorized Partner applicable fees pursuant to the Partner Agreement and Customer will not have a direct fee payment obligation to Scuba for the Scuba Software; (c) the Partner Agreement is between Customer and the Authorized Partner and is not binding on Scuba; and (d) Scuba may terminate this Agreement (including Customer’s right to use the Scuba Software) if Scuba does not receive payment for Customer’s use of the Scuba Software from Authorized Partner or if Customer breaches any terms of this Agreement. If the warranty and support terms in the Partner Agreement are different from those in this Agreement, then those different terms are solely between Customer and the Authorized Partner and Scuba has no obligations to Customer with respect to the different terms. Except as provided in this Section 14.2, if there is any conflict or inconsistency between this Agreement and the Partner Agreement, this Agreement will control as between Scuba and Customer. 14.3 Independent Contractor. In connection with this Agreement, each Party is an independent contractor and as such will not have any authority to bind or commit the other. Furthermore, neither this Agreement, nor any terms and conditions contained herein, shall be construed as creating a partnership, joint venture or agency relationship or as granting a franchise. 14.4 Third Party Products and Services. Customer may choose to obtain products and services that are provided or supported by third parties for use with the Services. Such third party products and services are provided pursuant to the terms of the applicable third party agreement between Customer and such third party, and Scuba assumes no responsibility for, and specifically disclaims any liability or obligation with respect to, any third party products or services. 14.5 Audit. During the term of this Agreement and for a period of one (1) year thereafter, upon reasonable notice and during Customer’s normal business hours, Scuba shall have the right to audit Customer’s systems and logs as necessary to verify Customer compliance with the Agreement, including the accuracy of the fees paid pursuant to this Agreement. Customer shall promptly pay the difference (plus interest) if such audit reveals an underpayment. If such audit reveals an underpayment of more than five per cent (5%), Customer shall also promptly reimburse Scuba for the reasonable costs and expenses of such audit. 14.6 Governing Law/Venue. The Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to the principles of conflict of law. The United Nations Convention on Contracts for the International Sale of Goods will not apply. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in the Santa Clara County, California and the Parties hereby consent to personal jurisdiction and venue therein. 14.7 Assignment. Neither Party may assign or transfer this Agreement or any rights granted hereunder, by operation of law or otherwise, without the other Party’s prior written consent, and any attempt to do so without such consent will be void and have no effect; provided, however, each Party may assign this Agreement without consent of the other Party in connection with a merger or acquisition or a sale of all or substantially all of such Party’s assets. 14.8 Force Majeure. Neither Party shall be liable for failure to perform any of its obligations under this Agreement (except payment obligations) during any period in which such Party cannot perform due to fire, earthquake, flood, any other natural disaster, epidemic, accident, explosion, casualty, strike, lockout, labor controversy, war, embargo, riot, civil disturbance, act of public enemy, act of nature, the intervention of any government authority, any failure or delay of any transportation, power, or for any other similar cause beyond such Party’s control (“Force Majeure Event”). In the case of failure to perform, the failing Party shall promptly notify the other Party in writing of the reason for and the likely duration of the failure. The performance of the failing Party's obligations shall be suspended during the period that the cause persists, and each Party shall use commercially reasonable efforts to avoid the effect of that cause. 14.9 No Third Party Beneficiary. This Agreement is intended for the sole and exclusive benefit of the Parties and is not intended to benefit any third party. 14.10 Entire Agreement. This Agreement, each Order Form and their terms constitute the complete and exclusive understanding and agreement between the Parties regarding its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, relating to its subject matter. Purchase Orders (or similar documents) issued by Customer are for administrative purposes only (e.g., setting out Services ordered and associated fees) and any additional or different terms or conditions contained in any such purchase order shall not apply (even if the order is accepted, or performed on, by Scuba). In the event of any conflict between the terms of this Agreement and any Order Form, the terms of the Order Form will prevail. 14.11 Waiver. Any waiver of any provision of this Agreement will be effective only if in writing and signed by duly authorized representatives of both Parties. 14.12 Amendment and Updates. Except as provided below, any modification or amendment of any provision of this Agreement will be effective only if in writing and signed by duly authorized representatives of both Parties. Customer acknowledges and agrees that Scuba may unilaterally and in its sole discretion make changes, modifications or updates to this Agreement from time to time (“Updates”). The Agreement in effect as of the execution of the Order Form will continue to apply for the remainder of the Initial Subscription Term of such Order Form. On any Renewal Subscription Term, the Agreement in effect as of the start of the Renewal Subscription Term will apply. 14.13 Severability. If any court of competent jurisdiction determines that any provision of this Agreement is unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that this Agreement shall otherwise remain in effect. 14.14 Notice. All notices or approvals required or permitted under this Agreement will be in writing and delivered by overnight delivery service with signature required, or by certified mail, and in each instance will be deemed given upon receipt. All notices or approvals will be sent to the addresses set forth in the applicable Order Form or to such other address as may be specified by either Party to the other in writing in accordance with this section, and in connection with Scuba, such notice should be sent to the attention of Scuba’s Legal Department, with copy to Legal@Scuba.com.