Master Services Agreement

Datum Technology, Inc.

1. Definitions

As used in this Agreement, the following terms have the meanings set forth below:

2. Services

2.1 How Datum’s Services Work

Datum provides network cloud infrastructure and connectivity services through two complementary commercial tracks. Contracted Services give Customer a committed baseline - defined resources, pricing certainty, and Subscription Term protections - suited to predictable or production-grade workloads. Usage Services give Customer the flexibility to consume additional resources on demand without a prior commitment - suited to burst capacity, new regions, variable workloads, or any consumption that falls outside Customer’s contracted footprint. Most Customers use both: committing to a baseline via an Order Form while augmenting dynamically through Usage Services as their needs evolve. Both tracks are governed by this Agreement and subject to the same service levels, acceptable use requirements, and data handling commitments.

2.2 Contracted Services

Contracted Services are governed by an Order Form executed by both parties and incorporated into this Agreement by reference. Each Order Form specifies the Services, Service Regions, pricing, Subscription Term, Usage Limits, and any other terms applicable to that engagement. In the event of a conflict between this Agreement and an Order Form, the Order Form controls solely with respect to its subject matter. Professional services (such as implementation, integration, or technical onboarding) may also be described in an Order Form, which will specify the scope, deliverables, timeline, and fees for such work.

2.3 Usage Services

Customer may consume Usage Services at any time through the Datum management console or API without executing a prior Order Form. Usage Services: (a) are activated upon consumption of any metered resource, including compute, bandwidth, data transfer, or API calls; (b) are charged to the designated Billing Account at Usage Rates, or applied against available Prepaid Credits; (c) carry no minimum commitment or term; and (d) cease accruing charges only upon completion of Deprovisioning. Customer is solely responsible for submitting Deprovisioning requests and monitoring all provisioned resources — resources that remain provisioned but idle continue to accrue charges, and Datum has no obligation to notify Customer of idle or unused resources. Customer remains liable for all Usage Fees through completion of Deprovisioning. An Order Form may establish parameters for Usage Services, including pre-negotiated Usage Rates or credit requirements, without converting Usage Services into Contracted Services.

2.4 Prepaid Credits

Customer may purchase Prepaid Credits at any time through the Datum management console or as specified in an Order Form. Prepaid Credits are held in the designated Billing Account and: (a) may be applied against any Fees owed under this Agreement, including Contracted Services fees and Usage Fees; (b) are deducted from the Billing Account’s available credit balance as charges accrue; and (c) are non-refundable, non-transferable, and expire as specified at the time of purchase or in the applicable Order Form. Datum may, at its election and upon notice to Customer, require a minimum Prepaid Credit balance in a Billing Account as a condition of accessing Usage Services through that account. Where such a requirement applies, Datum will notify Customer via the management console and Customer’s registered email address before suspending Usage Services for insufficient credit balance. Datum reserves the right to transition between post-pay and Prepaid Credits models upon thirty (30) days’ prior written notice to Customer.

2.5 Affiliate Usage

Customer’s Affiliates may access and consume the Services as Authorized Users under this Agreement, subject to: (a) Customer remaining responsible for each Affiliate’s compliance with this Agreement; (b) all consumption by Affiliates counting toward Customer’s Usage Limits and Fees; and (c) no Affiliate having any independent right to enforce this Agreement against Datum. Customer will ensure that each Affiliate consuming the Services has agreed to terms no less protective of Datum than this Agreement.

2.6 Professional Services

Where Customer engages Datum for professional services (such as implementation, integration, or technical onboarding), the applicable Order Form will specify the scope, deliverables, timeline, and fees. Datum will perform professional services in a professional and workmanlike manner consistent with industry standards. Customer will provide timely access to personnel, systems, and information reasonably required for Datum to perform the work.

2.7 Authorized Users

Customer is responsible for all actions taken by its Authorized Users. Customer will ensure Authorized Users comply with this Agreement and will promptly notify Datum of any unauthorized access to or consumption of the Services.

2.8 Third-Party Service Providers

Datum may engage third-party service providers to deliver or support the Services, including infrastructure hosting providers (currently GCP, Servers.com, and NetActuate), network connectivity partners, and technical operations vendors. Datum remains responsible for its obligations under this Agreement regardless of such arrangements. Where any third-party service provider processes personal data in connection with the Services, that processing is governed by the DPA. Datum will maintain a current list of material third-party service providers and will notify Customer of material changes in accordance with the DPA sub-processor notification process.

2.9 Acceptable Use

Customer and its Authorized Users may not use or consume the Services to: (a) violate any applicable law or regulation; (b) infringe, misappropriate, or otherwise violate any third-party intellectual property, privacy, or other rights; (c) transmit any content that is unlawful, harmful, fraudulent, or abusive; (d) interfere with or disrupt the integrity or performance of the Services or third-party systems; (e) attempt unauthorized access to any part of the Services or Datum’s or other customers’ systems; (f) circumvent, disable, or interfere with security features of the Services; (g) use or consume the Services in connection with the design, development, production, or use of nuclear, chemical, or biological weapons or missile delivery systems; or (h) export, re-export, or transfer the Services or any related technology to any country, entity, or individual subject to applicable export restrictions or sanctions, including OFAC’s Specially Designated Nationals List or BIS’s Denied Persons or Entity List, or otherwise in violation of U.S. Export Administration Regulations or applicable sanctions programs. Customer will obtain all required export authorizations for its use and consumption of the Services.

2.10 Usage Limits and Fair Use

Customer’s consumption of the Services is subject to the Usage Limits specified in the applicable Order Form. In the absence of specified limits, Customer’s consumption is subject to Datum’s then-current Fair Use Policy, available at datum.net/fair-use or upon request; Datum will not materially reduce Customer’s rights under the Fair Use Policy without at least thirty (30) days’ prior written notice. If Customer’s consumption materially exceeds applicable Usage Limits, Datum may: (a) invoice Customer for overages at the rates set forth in the applicable Order Form or Datum’s then-current overage schedule; (b) throttle or rate-limit Customer’s consumption until the next billing period; or (c) work with Customer to adjust the applicable Order Form. Datum will provide reasonable advance notice before throttling, except where excess consumption is causing or is likely to cause degradation to other customers or to Datum’s Infrastructure.

3. Fees and Payment

3.1 Fees

Customer will pay Datum all Fees incurred under this Agreement - whether under Contracted Services, Usage Services, or otherwise. All Fees are in U.S. dollars unless otherwise stated in the applicable Order Form. Contracted Services fees are as specified in the applicable Order Form. Usage Fees are calculated based on actual consumption at Usage Rates. Fees are non-refundable except as expressly provided in this Agreement.

3.2 Invoicing and Payment Terms

Datum will invoice Customer as follows: (a) Contracted Services fees in accordance with the billing schedule in the applicable Order Form; and (b) Usage Fees monthly in arrears based on actual consumption during the prior month, invoiced per Billing Account or consolidated across Billing Accounts at Customer’s election. Unless otherwise specified in the applicable Order Form, all invoices are due and payable upon receipt, without set-off or deduction. Where a Billing Account holds a Prepaid Credit balance, Datum will apply available credits against charges accrued by that account before requiring cash payment.

3.3 Late Payment

Undisputed amounts not paid by the due date will accrue interest at one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is lower. The suspension, cure, and reclamation process for non-payment is governed by Section 4.1.

3.4 Taxes

Fees are exclusive of all taxes. Customer is responsible for all applicable taxes, excluding taxes on Datum’s net income. If Customer is required to withhold taxes from any payment, Customer will gross up the payment so that Datum receives the full invoiced amount.

3.5 Fee Disputes

Customer must notify Datum in writing of any disputed invoice amount within fifteen (15) business days of the invoice date, identifying the disputed amount and the basis for the dispute. The parties will work in good faith to resolve disputes within thirty (30) days. Customer will pay all undisputed amounts by the original due date.

3.6 Price Changes

Contracted Services fees specified in an Order Form are locked for the current Subscription Term. Datum may adjust Contracted Services fees for renewals upon at least thirty (30) days’ prior written notice before the end of the then-current Subscription Term. No mid-term increases to Contracted Services fees apply without Customer’s written consent.

Usage Rates are published rates and may be updated by Datum at any time upon at least thirty (30) days’ prior notice posted at datum.net/pricing or communicated to Customer via email. Updated Usage Rates apply to consumption incurred after the effective date of the change. Customer’s continued consumption of Usage Services after the effective date of a rate change constitutes acceptance of the new rates. If Customer objects to a rate change, Customer may discontinue consumption of the affected Usage Services before the effective date without penalty.

4. Suspension of Services

4.1 Suspension for Non-Payment

Datum may suspend Customer’s access to Contracted Services upon fifteen (15) days’ written notice if Customer fails to pay undisputed amounts past their due date and does not cure within the notice period. Datum may suspend a Billing Account’s access to Usage Services immediately where a minimum Prepaid Credit balance requirement applies and that account’s balance is insufficient, as described in Section 2.4.

Suspension of Services for non-payment does not constitute Deprovisioning and does not terminate this Agreement. While suspended: (a) Customer’s provisioned resources remain active and continue to accrue Usage Fees and any other applicable charges at the standard rates; (b) Customer’s access to the Datum management console and APIs is restricted; and (c) Customer remains liable for all Fees accruing during the suspension period. Upon Customer’s payment in full of all outstanding amounts, Datum will reinstate Customer’s access and lift the suspension, restoring Customer to its pre-suspension state.

If Customer fails to pay all outstanding amounts within seven (7) days following the initial suspension (the “Cure Period”), Datum may, in its discretion and upon written notice to Customer: (i) complete Deprovisioning and reclaim Customer’s resources; (ii) terminate this Agreement and all associated Order Forms for cause fifteen (15) days after such notice if payment remains outstanding; and (iii) refer the account to Datum’s collections process. Customer remains liable for all Fees accrued through the date of actual Deprovisioning, not merely through the date of suspension or termination notice. Datum’s exercise of its reclamation rights under this Section does not limit any other remedies available to Datum for non-payment.

4.2 Suspension for Security or Legal Risk

Datum may suspend Customer’s access to or consumption of any Services immediately, without prior notice, if: (a) Datum has reasonable grounds to believe that Customer’s use or consumption poses an imminent security threat to Datum’s Infrastructure, other customers, or third parties; (b) Customer’s consumption of the Services is violating the Acceptable Use provisions of Section 2.9 in a manner that is causing or is reasonably likely to cause material harm; (c) continued provision of the Services would expose Datum to violation of applicable law or regulatory action; or (d) Datum receives a valid legal order requiring suspension. In all such cases, Datum will: (i) notify Customer as promptly as practicable; (ii) specify the basis for suspension to the extent permitted by law; and (iii) use commercially reasonable efforts to restore Services once the basis for suspension is resolved.

4.3 Effect of Suspension

During any suspension, Customer’s payment obligations for Contracted Services are tolled if the suspension is caused solely by Datum under Section 4.2(a), (c), or (d) and is not attributable to Customer’s breach. Customer’s payment obligations - including Usage Fees accruing on provisioned resources - continue if suspension is due to non-payment under Section 4.1 or Customer’s breach under Section 4.2(b). Suspension does not constitute termination and does not relieve either party of its obligations under this Agreement. For the avoidance of doubt, suspension under Section 4.1 does not constitute Deprovisioning; provisioned resources continue to accrue charges until Deprovisioning is complete or until Datum initiates Deprovisioning under its reclamation rights under Section 4.1.

5. Intellectual Property

5.1 Datum IP

As between the parties, Datum owns all right, title, and interest in and to the Platform, Infrastructure, Documentation, and all underlying technology, software, and improvements, including all intellectual property rights. This Agreement transfers no ownership rights to Customer. All rights not expressly granted are reserved to Datum.

5.2 License Grant to Customer

Subject to this Agreement and payment of applicable Fees, Datum grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and consume the Services and Documentation during the applicable Subscription Term (for Contracted Services) or for so long as Customer continues to consume Usage Services, solely for Customer’s and its Affiliates’ internal business purposes.

5.3 Customer Data

Customer owns all right, title, and interest in Customer Data. Customer grants Datum a limited, non-exclusive license to process Customer Data solely to provide the Services and fulfill Datum’s obligations under this Agreement. Datum will not sell or exploit Customer Data for Datum’s independent benefit.

5.4 Feedback

Customer grants Datum a perpetual, irrevocable, royalty-free, worldwide license to use and incorporate Feedback into the Services without restriction or obligation to Customer.

5.5 Open Source Software

The Platform incorporates open source software components governed by their respective licenses. Nothing in this Agreement limits Customer’s rights under applicable open source licenses. Datum will make open source license notices available at datum.net/oss or upon request.

6. Confidentiality

6.1 Obligations

Each Recipient agrees to: (a) hold Discloser’s Confidential Information in strict confidence using at least the same degree of care as for its own confidential information, but no less than reasonable care; (b) use Confidential Information solely to exercise rights or fulfill obligations under this Agreement; and (c) limit disclosure to employees, contractors, and advisors who need to know and are bound by obligations no less protective than those in this Section.

6.2 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the Recipient; (b) was already known to Recipient without restriction; (c) is independently developed without use of Confidential Information; or (d) is rightfully received from a third party without restriction. Recipient may disclose as required by law or court order, provided Recipient gives prompt prior notice to the extent permitted by law.

6.3 Return or Destruction

Upon termination or Discloser’s written request, Recipient will promptly return or destroy all tangible Confidential Information and certify destruction in writing. Recipient may retain copies to the extent required by applicable law, subject to continuing confidentiality obligations.

6.4 Injunctive Relief

Each party acknowledges that breach of this Section may cause irreparable harm for which monetary damages are inadequate, and each party is entitled to seek injunctive or other equitable relief without the requirement to post bond.

7. Data Privacy and Security

7.1 Data Processing Agreement

To the extent Datum processes personal data on behalf of Customer, the parties’ rights and obligations are governed by the Data Processing Agreement attached as Exhibit B, incorporated herein. In the event of a conflict between the DPA and this Agreement with respect to personal data, the DPA controls.

7.2 Security Program

Datum maintains a written information security program designed to protect Customer Data and personal data processed in connection with the Services against unauthorized access, disclosure, alteration, and destruction. Datum is pursuing SOC 2 Type II certification. Security commitments and technical and organizational measures applicable to a particular engagement may be set forth in the applicable Order Form or in security documentation provided to Customer in connection with that engagement.

7.3 Security Incidents

Datum will notify Customer without undue delay, and in any event within seventy-two (72) hours, after becoming aware of any confirmed security incident that materially affects the confidentiality, integrity, or availability of Customer Data or personal data. Datum will cooperate with Customer’s reasonable investigation and will provide reasonable assistance in connection with Customer’s regulatory notification obligations.

7.4 Customer Responsibilities

Customer is responsible for: (a) maintaining the security of its account credentials and promptly notifying Datum of any suspected unauthorized access; (b) ensuring its use and consumption of the Services complies with applicable data protection laws; (c) configuring and securing Customer’s own systems, applications, and workloads; and (d) obtaining all necessary consents for Customer Data submitted to the Services.

7.5 Audit Rights

Datum will make available to Customer, upon written request and not more than once per calendar year, security documentation including Datum’s then-current SOC 2 Type II report (once obtained), penetration testing summary reports, and other relevant security certifications, subject to Customer’s execution of a reasonable non-disclosure agreement. Customer’s review of such documentation constitutes Customer’s audit right under this Agreement. On-site audits of Datum’s Infrastructure by Customer are not permitted; however, Datum will cooperate with reasonable questionnaire-based security assessments from Customer’s procurement or security team.

8. Warranties

8.1 Datum Warranties

Datum represents and warrants that: (a) it has authority to enter into this Agreement and to grant the rights described herein; (b) the Services will perform materially in accordance with the Documentation during the applicable Subscription Term or period of consumption; (c) professional services will be performed in a professional and workmanlike manner; and (d) to Datum’s knowledge, the Services as provided by Datum do not infringe any third-party intellectual property rights.

8.2 Customer Warranties

Customer represents and warrants that: (a) it has authority to enter into this Agreement; (b) its use and consumption of the Services will comply with applicable law; and (c) Customer Data does not violate any third-party rights.

8.3 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8.1, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” DATUM DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. DATUM DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

9. Indemnification

9.1 Datum IP Indemnification

Datum will defend Customer against any third-party claim alleging that the Services, as provided by Datum and consumed in accordance with this Agreement, infringe or misappropriate any third-party patent, copyright, trademark, or trade secret (“IP Claim”), and will pay damages and reasonable attorneys’ fees finally awarded or agreed in settlement. This obligation does not apply to IP Claims arising from: (a) Customer’s modification of the Services; (b) combination with products not approved by Datum where infringement would not exist but for such combination; (c) Customer’s failure to use updates provided by Datum to avoid infringement; or (d) Third-Party Software (addressed in the Third-Party Terms Addendum).

9.2 Customer Indemnification

Customer will defend Datum against any third-party claim arising out of: (a) Customer Data; (b) Customer’s breach of this Agreement, including violations of Section 2.9; or (c) Customer’s use or consumption of the Services in violation of applicable law, and will pay damages and reasonable attorneys’ fees finally awarded or agreed in settlement.

9.3 Indemnification Procedure

The indemnified party will: (a) promptly notify the indemnifying party in writing of the claim (failure to provide timely notice reduces the indemnifying party’s obligations only to the extent of actual prejudice); (b) give the indemnifying party sole control of defense and settlement, provided no settlement may impose obligations on the indemnified party without its written consent; and (c) provide reasonable cooperation at the indemnifying party’s expense.

9.4 IP Remediation

If the Services become or are likely to become subject to an IP Claim, Datum may at its option: (a) procure the right for Customer to continue consumption; (b) replace or modify the Services to be non-infringing with substantially equivalent functionality; or (c) terminate the affected Services with a pro-rata refund of prepaid, unused Contracted Services fees and any unused Prepaid Credit balance. This Section states Datum’s entire obligation and Customer’s sole remedy for IP Claims.

9.5 Indemnification Caps

Notwithstanding any other provision of this Agreement, the following category caps apply to indemnification obligations, each subject to and counting toward the Master Aggregate Ceiling in Section 10.2(b): (a) Datum’s aggregate liability under Section 9.1 for IP Claims will not exceed two times (2x) the total Fees paid by Customer in the twelve (12) months immediately preceding the first event giving rise to the IP Claim, subject to the Master Aggregate Ceiling in Section 10.2(b); (b) Customer’s aggregate liability under Section 9.2 for Customer Data claims will not exceed two times (2x) the total Fees paid by Customer in the twelve (12) months immediately preceding the first event giving rise to the claim, subject to the Master Aggregate Ceiling in Section 10.2(b); and (c) either party’s liability for breach of confidentiality obligations under Section 6 will not exceed two times (2x) the total Fees paid by Customer in the twelve (12) months immediately preceding the breach, subject to the Master Aggregate Ceiling in Section 10.2(b). The foregoing category caps set the maximum for each claim type individually; they do not create separate pools of liability that stack independently. All amounts paid or payable under this Section 9 count toward and reduce the Master Aggregate Ceiling in Section 10.2(b).

10. Limitation of Liability

10.1 Exclusion of Consequential Damages

IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR ANTICIPATED SAVINGS, REGARDLESS OF THE THEORY OF LIABILITY AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Aggregate Liability Cap

(a) General Cap. Subject to Section 10.2(b) and Section 10.3, each party’s total aggregate liability arising out of or related to this Agreement - under any theory of liability, including contract, tort, statute, or otherwise - will not exceed the total Fees paid or payable by Customer in the twelve (12) months immediately preceding the event giving rise to the claim (the “Annual Fee Amount”).

(b) Master Aggregate Ceiling. Notwithstanding any other provision of this Agreement - including the category caps in Section 9.5, the general cap in Section 10.2(a), and any other limitation or exception - each party’s total aggregate liability to the other arising out of or related to this Agreement across all claims, all theories, and all categories of liability combined will not exceed three times (3x) the Annual Fee Amount (the “Master Aggregate Ceiling”). All amounts paid or payable by a party under this Agreement count toward and reduce that party’s Master Aggregate Ceiling. Once a party’s Master Aggregate Ceiling is reached, that party has no further liability to the other party under this Agreement regardless of the nature or number of remaining claims.

10.3 Exceptions to Cap

The exclusions and limitations in Sections 10.1 and 10.2 do not apply to: (a) Customer’s undisputed payment obligations for Fees invoiced in accordance with this Agreement; (b) damages arising from either party’s fraud or willful misconduct; or (c) liability that cannot be limited or excluded under applicable law. For the avoidance of doubt, indemnification obligations under Section 9 are subject to both the category caps in Section 9.5 and the Master Aggregate Ceiling in Section 10.2(b) and are not excluded from or in addition to those caps.

10.4 Essential Basis

The parties acknowledge that the liability limitations in this Section reflect a reasonable allocation of risk and are an essential basis of the bargain, without which Datum would not have entered into this Agreement at the pricing set forth herein.

11. Term and Termination

11.1 Agreement Term

This Agreement begins on the Effective Date and continues until all Order Forms have expired or been terminated and Customer has ceased consuming Usage Services, unless earlier terminated in accordance with this Section.

11.2 Subscription Term and Renewal

Each Subscription Term for Contracted Services is specified in the applicable Order Form. Unless otherwise specified in the Order Form, Subscription Terms automatically renew for successive periods of the same length as the original Subscription Term (e.g., a one-year term renews for one year; a month-to-month term renews monthly), unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term. Usage Services have no fixed term and no renewal mechanic - they continue until Customer ceases consumption or until terminated in accordance with this Agreement.

11.3 Termination for Cause

Either party may terminate this Agreement or any Order Form upon written notice if the other party: (a) materially breaches this Agreement and fails to cure within thirty (30) days of written notice; or (b) becomes insolvent, makes a general assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings. Termination for payment breach is governed by the cure period and process in Section 4.1 rather than this Section 11.3.

11.4 Termination for Convenience

Unless otherwise specified in an Order Form, neither party may terminate a Subscription Term for Contracted Services for convenience prior to expiration. Usage Services may be discontinued by Customer at any time by submitting a Deprovisioning request through the Datum management console or API; charges cease accruing upon completion of Deprovisioning, not upon notice of intent to discontinue. Professional services engagements may be terminated for convenience on thirty (30) days’ written notice, subject to payment for all work performed through the termination date.

11.5 Effect of Termination

Upon any expiration or termination: (a) all licenses and access rights for Contracted Services terminate, and Customer will affirmatively deprovision all Usage Services resources - Customer remains liable for all Usage Fees accrued through the date of actual Deprovisioning, not merely through the date of termination notice; (b) each party will return or destroy the other party’s Confidential Information per Section 6.3; (c) Datum will make Customer Data available for export for thirty (30) days in JSON, CSV, or another mutually agreed machine-readable format, after which Datum may delete Customer Data; (d) Datum will delete Customer Data from primary systems within sixty (60) days of the export window closing, and from encrypted backups within Datum’s then-current backup retention schedule (currently [90] days from the date of backup), after which no retrievable copies will remain; (e) any unused Prepaid Credit balance will be forfeited unless applicable law requires otherwise, provided that any accrued but unpaid Fees will first be deducted from the available credit balance before forfeiture; and (f) all accrued payment obligations and provisions that by their nature should survive will survive. Datum will provide written certification of deletion upon Customer’s written request.

12. Service Levels and Support

Datum commits to providing the Services in accordance with the Service Level Agreement (“SLA”) attached as Exhibit A at execution and maintained at datum.net/sla. Datum may update the SLA by posting a revised version at datum.net/sla with at least thirty (30) days’ prior written notice of any material change; if an update would materially reduce Customer’s remedies, Customer may terminate the affected Contracted Services within the notice period with a pro-rata refund of prepaid, unused fees. Service credits issued under the SLA: (a) are Customer’s sole and exclusive remedy for Datum’s failure to meet uptime commitments; (b) are applied to future invoices only and have no cash value; (c) are non-transferable and non-refundable; (d) may not be applied to offset any past-due, disputed, or otherwise outstanding invoice balance; and (e) expire if unused within twelve (12) months of issuance or upon termination of this Agreement, whichever is earlier. For Usage Services, credits are applied as account credits toward future Usage Fees on the applicable Billing Account. Datum will provide technical support in accordance with the support tier in the applicable Order Form and Datum’s Support Policy at datum.net/support, covering both Contracted Services and Usage Services. Datum may perform scheduled maintenance with at least forty-eight (48) hours’ advance notice, and emergency maintenance without advance notice where required to address critical security or stability issues, with notification to Customer as promptly as practicable.

13. Third-Party Software and Upstream License Terms

13.1 Third-Party Software

Certain features of the Services incorporate or are delivered with Third-Party Software. A current list of material components is set forth in Schedule A of the Third-Party Terms Addendum, incorporated into this Agreement by reference.

13.2 Addendum Controls

In the event of any conflict between this Agreement and the Third-Party Terms Addendum with respect to Third-Party Software, the Addendum controls. Customer’s consumption of Services incorporating Third-Party Software is contingent on compliance with the Addendum.

13.3 No Direct License

The Addendum does not create any direct license relationship between Customer and any Upstream Licensor. Customer’s rights with respect to Third-Party Software are derived solely from Datum’s upstream license arrangements.

14. General

14.1 Governing Law and Venue

This Agreement is governed by the laws of the State of New York without regard to its conflict of law principles. Each party submits to the exclusive jurisdiction of state and federal courts in New York County, New York. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

14.2 Dispute Resolution

Before initiating legal action, the parties will attempt to resolve disputes through good-faith negotiation for thirty (30) days following written notice. Nothing in this Section prevents either party from seeking emergency injunctive or equitable relief.

14.3 Notices

All notices must be in writing and delivered by hand delivery, overnight courier, certified mail, or email with confirmation of receipt, to the addresses on the cover page. Notices are effective upon receipt.

14.4 Assignment

Neither party may assign this Agreement without the other party’s prior written consent, not to be unreasonably withheld; provided that either party may assign in connection with a merger, acquisition, or sale of substantially all of its assets to an entity that agrees in writing to be bound by this Agreement. Datum may engage third-party service providers as described in Section 2.8 without Customer’s consent. Any purported assignment in violation of this Section is void.

14.5 Entire Agreement and Order of Precedence

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements. In the event of a conflict, the order of precedence is: (1) the DPA (personal data); (2) the Third-Party Terms Addendum (Third-Party Software); (3) any applicable Order Form; (4) this Agreement; and (5) other exhibits or schedules.

14.6 Amendments and Waivers

This Agreement may only be amended by a written instrument signed by both parties, except as expressly provided otherwise (e.g., Security Addendum updates per Section 7.5, SLA updates per Section 12, Third-Party Terms Addendum updates per Section 13). No waiver is effective unless in writing.

14.7 Severability

If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions continue in full force.

14.8 Force Majeure

Neither party will be liable for failure or delay caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, government actions, or internet utility failures, provided the affected party gives prompt notice and uses commercially reasonable efforts to resume performance. If a Force Majeure Event continues for more than thirty (30) days, either party may terminate the affected Contracted Services with a pro-rata refund of prepaid, unused fees, and Customer may discontinue affected Usage Services without further obligation.

14.9 Miscellaneous

The parties are independent contractors; nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship, and neither party has authority to bind the other. Neither party will issue press releases or public statements identifying the other by name without prior written consent, except that Datum may include Customer’s name and logo in customer lists and general marketing materials subject to Customer’s right to withdraw consent on thirty (30) days’ written notice. This Agreement may be executed in counterparts and electronic signatures are valid and binding to the same extent as original signatures.

14.10 Survival

The following Sections survive termination or expiration: 1 (Definitions), 3 (Fees, accrued obligations), 5.1 (Datum IP), 5.3 (Customer Data), 6 (Confidentiality), 9 (Indemnification), 10 (Limitation of Liability), 11.5 (Effect of Termination), and 14 (General).

EXHIBIT A — SERVICE LEVEL AGREEMENT

The Service Level Agreement (Exhibit A) is maintained at datum.net/sla and is incorporated into this Agreement by reference as of the version in effect on the Effective Date.

EXHIBIT B — DATA PROCESSING AGREEMENT

The Data Processing Agreement (Exhibit B) is maintained at datum.net/dpa and is incorporated into this Agreement by reference as of the version in effect on the Effective Date.