This Master Services Agreement (“MSA”) sets out the terms and conditions between Tacton Systems AB, a Swedish corporation with its principal place of business at Klara Norra Kyrkogata 33, SE-111 22 Stockholm, Sweden (“Tacton”) and the entity identified as “Customer” in the applicable Order Form, as further specified in service specific schedules (“Schedules” and together with the MSA, the “Agreement”). This MSA shall become effective (the “Effective Date”) upon the execution of the first Order Form or Statement of Work (“SOW”) referencing this MSA. From the Effective Date, this MSA shall govern all Order Forms and SOWs entered into between the Parties. From time to time, Customer and Tacton may enter into additional Order Forms and/or SOWs, each of which will incorporate the terms and conditions of this Agreement. Tacton and Customer are jointly referred to as the “Parties” and individually as a “Party”.

As further described in Section 1 below, Tacton will provide the software as a service (“SaaS Services”), product support services (“Product Support Services”), outcome based services (“Outcome-Based Services”), and project services (“Project Services”) and any other services, features, functionalities, enhancements, modules, tools, or offerings made available by Tacton under this Agreement from time to time, (together, the “Services”) and deliverables (“Deliverables”) specified in the applicable SOWs and Order Forms subject to the terms and conditions in this MSA and any Services-specific terms and conditions as defined in any Schedules. No Services or Deliverables are provided directly under this MSA but only under individually executed SOWs and Order Forms. For the avoidance of doubt, “Services” and “Deliverables” do not include any Third Party Services.

Certain Definitions

“Acceptance” means the process by which Customer accepts the Project Services as further described in the Project Services Schedule and Project Services SOW.

“Affiliate” of a Party means any entity whether incorporated or not, that is controlled by, controls, or is under common control with that Party. “Control” means the ability, whether directly or indirectly, to direct the affairs of another entity by means of ownership, contract or otherwise.

“Agent” means any automated system, software process, artificial intelligence agent, API client, or non-human mechanism that accesses or uses the Services.

“Agent Usage” means any access to or use of the Services by an Agent, as measured by applicable Usage Metrics.

“Confidential Information” has the meaning given in Section 7.1.

“Customer” means the Customer defined in the Order Form together with its Affiliates that have signed separate Order Forms and/or SOW(s).

“Customer Data” means electronic data and information that is confidential or proprietary to Customer and submitted by or for Customer to the Services or collected and processed by or for Customer using the Services.

“Data Processing Agreement” or “DPA” means, if applicable, the data processing agreement entered into between Tacton and Customer and attached hereto.

“Documentation” means the then-current written materials relating to the features, functions, use, support and operation of the Services, as such materials are updated from time to time by Tacton, made available on www.tacton.com/legal-information/ or provided via login to the Services, including, without limitation, applicable Product and Services Descriptions, provided that such updates do not materially reduce Customer’s rights under the Agreement or the material functionality of the Services.

“Effective Date” means the date of execution of the first Order Form or SOW referencing this Agreement.

“Feedback” has the meaning given in Section 4.5.

“Initial Term” means the initial term specified in an Order Form.

“Intellectual Property Rights” means all inventions, patents, copyrights, trade secrets, trademarks, trade names, know-how, moral rights, and all other intangible proprietary or property rights, whether or not patentable (or otherwise subject to legally enforceable restrictions or protections against unauthorized third-party usage), and any and all applications for, and extensions, divisions, and reissuances of, any of the foregoing, and rights therein, and whether arising by statute or common law, anywhere in the world.

“Malicious Code” means any unauthorized code, virus, Trojan horse, worm or other software routine or hardware components designed to permit unauthorized access, disable, erase, or otherwise harm data, software or hardware.

“Named User” means a uniquely identifiable natural person authorized by Customer to access and use the Services, assigned a unique user credential, and counted for licensing and pricing purposes, as further described in the Documentation.

“Personal Data” has the meaning given in Section 7.2.

“Pre-Existing IP” has the meaning given in Section 4.6.

“Solution” means a quote or similar output generated using the SaaS Services, as further described in the Documentation.

“Taxes” has the meaning given in Section 2.4.

“Tenant” means a unique and complete SaaS tenant including one Tacton Administration and one or multiple connected front-end environments.

“Usage Metrics” means the units, measures, or parameters used to calculate fees for the Services, as specified in the applicable Order Form and as further described in the Documentation, including but not limited to Named Users, tokens, Solutions, tasks, service credits, or other usage- or capacity-based measurements.

“User” means any individual or non-human entity authorized by Customer to access or use the Services, including employees, contractors, systems, integrations, and Agents.

1 Provision of Services

1.1 Services. Tacton will: (i) make the SaaS Services and the Outcome-Based Services available to Customer pursuant to this Agreement, the applicable Order Forms, and the Documentation; (ii) provide the Product Support Services in accordance with the support plan purchased by Customer, or, if none is purchased, the basic support plan, in each case as described in Tacton’s Support Handbook; and (iii) provide for Customer any additional Services and create the Deliverables specified in, and in accordance with the terms of, the applicable Order Forms and SOWs. Each Order Form and SOW will incorporate the terms and conditions of this MSA and its Schedules. In the event of conflict between these documents, the following will control in descending order of priority: the terms of any SOW or Order Form, a Schedule to this MSA and then this MSA.

1.2 SaaS Services Usage Limits. SaaS Services are subject to usage limits, including, for example, the Usage Metrics specified in the applicable Order Form and as further described in the Documentation. Unless otherwise specified: (i) the Services may not be accessed or used in excess of the subscribed Usage Metrics according to the applicable Order Form; (ii) Named User licenses cannot be shared or used by more than one Named User; and (iii) a Named User identification may be reassigned to a new individual replacing one who no longer requires on-going use of the Services. Not all Users require a Named User license, and access to or use of the Services may be measured and billed based on other Usage Metrics, as specified in the applicable Order Form. Customer acknowledges that Tacton may include in its SaaS Services functionality to track Customer’s usage of the Services against the applicable Usage Metrics and to disallow use in excess of the authorized Usage Metrics.

1.3 Customer Responsibilities. Customer is responsible for all access to and use of the SaaS Services within Customer’s Tenant(s), including all activities conducted by Users. Customer is further responsible for: (i) ensuring that its Users comply with the Agreement and the applicable Order Form(s) or SOW; (ii) the accuracy, quality, legality, and integrity of Customer Data and the means by which Customer acquires such data; (iii) ensuring that Customer Data is submitted and used in accordance with the Documentation and applicable laws; (iv) maintaining the confidentiality and security of all user credentials, API keys, tokens, and access mechanisms; and (v) using the SaaS Services only as intended and in accordance with the Agreement, the Documentation, and applicable laws. Customer will promptly notify Tacton of any unauthorized access to or use of the SaaS Services of which it becomes aware and will use commercially reasonable efforts to prevent and stop such unauthorized use. Any act or omission by Customer’s Users that would constitute a breach of the Agreement if undertaken by Customer shall be deemed a breach by Customer.

1.4 Usage Restrictions. Customer will not, and will not permit any Users to: (i) make the SaaS Services available to, or use any SaaS Services for the benefit of, anyone other than Customer and its Users, as permitted under the applicable Order Form; (ii) sell, resell, license, sublicense, distribute, rent, lease, or otherwise commercially exploit the SaaS Services, or include the SaaS Services in a service bureau, time-share or outsourcing offering; (iii) use the SaaS Services to store, transmit, or process material that is unlawful, infringing, defamatory, or in violation of third-party rights; (iv) introduce or transmit Malicious Code through the SaaS Services; (v) interfere with or disrupt the integrity, security, or performance of the SaaS Services or the data contained therein, or the ability of Tacton to provide the SaaS Services to any of its other customers; (vi) attempt to gain unauthorized access to the SaaS Services or related systems or networks; (vii) access or use the SaaS Services in a manner that exceeds or circumvents the applicable Usage Metrics specified in the relevant Order Form(s); (viii) copy, modify, or create derivative works of the SaaS Services or any part thereof except as expressly permitted under the Agreement; (ix) access the SaaS Services in order to build or support a product or service competitive to the SaaS Services; (x) frame or mirror any part of any SaaS Service, other than framing on Customer’s own intranets or otherwise for its own internal business purposes or as permitted in the Documentation; (xi) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the SaaS Services in a manner not expressly set forth in the Agreement or Documentation, or (xii) use automation, artificial intelligence, or other technologies to access or use the Services in a manner that circumvents the intended licensing model or purchased Usage Metrics.

1.5 Service Modifications. Tacton may enhance, update, or otherwise modify the SaaS Services and the infrastructure used to provide them from time to time, including to improve functionality or efficiency, accommodate evolving technology or increased network demand, comply with legal or regulatory requirements, address security concerns, provide upgraded or improved services, or otherwise make any changes Tacton deems necessary or useful. Tacton will not materially decrease the overall functionality of the SaaS Services during the applicable subscription term. If Tacton makes a material change to the SaaS Services, Tacton will provide reasonable advance notice to Customer, where practicable.

1.6 Additional Tacton CPQ software applications. Customer’s use of any additional software applications provided by Tacton in connection with the SaaS Services is governed by the license granted under this MSA and limited to use solely in connection with the SaaS Services.

2 Fees and Payment

2.1 Fees. Customer shall pay all fees specified in the applicable Order Form, including any committed levels of Usage Metrics set forth therein, which shall remain binding for the applicable term. Except as otherwise specified herein or in an Order Form or SOW, (i) fees for SaaS Services and Outcome-Based Services are based on the applicable Services and Usage Metrics, in the quantities ordered by the Customer and specified in the relevant Order Form, (ii) fees for Project Services are based on the work performed or fixed fees, as set out in the applicable SOW, (iii) payment obligations for SaaS Services and Outcome-Based Services are non-cancellable and fees paid are non-refundable except as expressly set forth herein, and (iv) Usage Metrics specified in an Order Form may not be decreased during the applicable subscription or service term. Usage Metrics purchased but not used are non-refundable and may not be carried over to a subsequent subscription period unless expressly agreed in the applicable Order Form. On each anniversary of the applicable Order Form, Tacton may adjust the fees for the SaaS Services and Outcome-Based Services based on the increase in the applicable labor cost index since the last adjustment, plus five (5) percent per annum, unless otherwise expressly stated in the applicable Order Form. For customers incorporated in North America (as defined in 1), the applicable index shall be the U.S. Employee Cost Index (ECI), as published by the U.S. Bureau of Labor Statistics (Service-providing industries). For all other customers, the applicable index shall be the Labor Cost Index (LCI), as published by Eurostat (Industry G–N, Services of the business economy, European Union). Notwithstanding the foregoing, any renewal in which the quantity of Usage Metrics ordered by Customer under the applicable Order Form has decreased from the prior term will result in re-pricing at renewal without regard to the prior term’s per-unit pricing or any stipulated cap on fees at renewal.

2.2 Overuse and True-Up. Customer’s use of the Services shall not exceed the applicable Usage Metrics purchased or otherwise expressly authorized in the applicable Order Form. If Customer’s actual usage exceeds the applicable Usage Metrics (“Overuse”), Tacton may invoice Customer for such Overuse or require Customer to purchase additional Usage Metrics.

2.3 Invoicing and Payment. Customer is responsible for providing complete and accurate billing and contact information to Tacton and notifying Tacton of any changes to such information. Customer purchase orders are for administrative convenience only and not a condition of issuing an invoice or collecting payment. Any terms in a purchase order or Customer order documentation are void and unenforceable, and the Agreement terms shall prevail. Fees for SaaS Services and Outcome-Based Services will be invoiced annually in advance unless otherwise specified in the relevant Order Form, or as otherwise specified herein, and fees for Project Services will be invoiced as specified in the Project Services Schedule or SOW, as applicable. Invoices will be sent to Customer’s e-mail address for invoices specified in the Order Form. Invoiced charges are due 30 days from the invoice date and shall be paid by wire transfer. Payments that are more than 30 days overdue, and for which Tacton has sent at least one written reminder, are subject to (i) interest of 1% per month, or the maximum permitted by law, whichever is less; and (ii) without limiting its other rights and remedies, suspension of Services until unpaid amounts have been paid. Tacton will not charge late interest or exercise its suspension rights for unpaid amounts if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.

2.4 Taxes. Tacton’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with Customer’s purchases under this Agreement. If Tacton has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section 4, Tacton will invoice Customer and Customer will pay that amount unless Customer provides Tacton with a valid tax exemption certificate authorized by the appropriate taxing authority.

2.5 Future Functionality. Customer agrees that Customer’s purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Tacton regarding future functionality or features.

3 Warranties, Representations, Disclaimers

3.1 SaaS Services Warranty. Tacton warrants that during the term (i) Customer’s production Tenant(s) of the SaaS Services shall materially conform to the Documentation and (ii) that the functionality of the SaaS Services available at the time of the Order Form shall not materially decrease during the term. Tacton also represents, warrants and covenants to Customer that: (a) the SaaS Services will be operated and maintained by qualified personnel in a timely, professional and workmanlike manner, consistent with the prevailing industry standards; and (b) Tacton has complied and will comply with all laws and regulations applicable to Tacton and to the extent required to provide the SaaS Services to Customer, and will obtain and maintain all permits and licenses required of Tacton in connection with its obligations under this Agreement.

3.2 Outcome-Based Services Warranty. Tacton warrants that the Outcome-Based Services will be provided by qualified personnel in a timely, professional, and workmanlike manner, consistent with prevailing industry standards. Customer acknowledges and agrees that Outcome-Based Services are advisory, analytical, and service-based in nature and are dependent on, among other things, Customer’s data, systems, configurations, processes, and implementation decisions. Tacton does not warrant or guarantee that any specific business result, outcome, performance metric, or commercial objective will be achieved as a result of the Outcome-Based Services. Tacton’s sole and exclusive responsibility, and Customer’s sole and exclusive remedy, for any breach of this warranty shall be for Tacton, at its option, to re-perform the non-conforming Outcome-Based Services using commercially reasonable efforts, provided that Customer notifies Tacton in writing of such non-conformance within thirty (30) days after discovery.

3.3 Project Services Warranty. Tacton warrants that the Project Services will be performed by qualified personnel in a timely, professional and workmanlike manner, consistent with the prevailing industry standards and that, for a period of thirty (30) days following the Acceptance Date (as defined in the Project Services Schedule), the Deliverables will materially comply with their applicable specifications as set forth in the applicable SOW. Tacton’s sole and exclusive responsibility, and Customer’s sole and exclusive remedy will be for Tacton to rectify any Project Services not materially in compliance with this warranty, provided Customer notifies Tacton in writing of such non-compliance within 30 days following the completion of such Project Services.

3.4 Mutual Representations. Each Party represents that it is a business organization duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation, has all requisite power and authority to carry on its business and to own and operate its properties and assets; it has obtained all authorizations, consents and approvals, governmental or otherwise, necessary for the execution and delivery of this Agreement, and to otherwise perform its obligations under this Agreement; there is no pending or, to its knowledge, threatened litigation involving it which would have any material adverse effect on this Agreement or on its ability to perform its obligations hereunder; and there is no agreement to which it is a party or by which it is bound which prohibits or would prohibit the execution and delivery by it of this Agreement or the performance or observance by it of any material term or condition of this Agreement.

3.5 Customer Warranties. Customer represents and warrants that it will comply with all applicable laws and that all Customer Data will be accurate, and Customer will have all legal rights and permissions to provide such Customer Data to Tacton for use in the Services or inclusion in the Deliverables. Customer acknowledges and agrees that the input of data and accuracy and adequacy thereof, including the output generated as a result of such input, is under Customer’s exclusive control. Any use made by Customer of the data output, or any reliance thereon, is Customer’s sole responsibility.

3.6 Performance Warranty Limitations. Tacton provides no warranty regarding, and will have no responsibility for, any claim arising out of (i) any modification of a Deliverable or the Services by anyone other than Tacton, unless such modification is expressly authorized in writing by Tacton, or (ii) any use of the Deliverables or Services for purposes or in a manner other than as authorized under this Agreement, the applicable Services Schedule, Order Form or SOW. The sole and exclusive remedy of Customer for any breach of warranty under this Section 3 shall be for Tacton, at its option and expense, to use commercially reasonable efforts to repair, replace, or re-perform the non-conforming Services at no additional charge. If Tacton is unable to make the Services conform with commercially reasonable efforts, Customer may terminate the applicable Order Form or SOW. In such case, (a) for SaaS Services and Outcome-Based Services, Tacton will refund the pro-rata portion of prepaid fees allocable to the remaining term following the effective date of termination; or (b) for Project Services, Customer will be entitled to a reasonable reduction of fees for the non-conforming portion of the Project Services.

3.7 General Disclaimer of Except as expressly set forth in this Agreement, all Services, Deliverables, and related materials are provided “as is” and Tacton makes no other warranties or representations, whether oral or written, express, implied, or statutory. This includes, without limitation, any implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement. Tacton does not warrant that the Services or Deliverables will (i) meet Customer’s requirements, (ii) operate without interruption, (iii) be error-free, secure, or free of harmful code, or (iv) that any defects can or will be corrected. For the avoidance of doubt, this Section does not limit or affect any express warranties or remedies expressly provided elsewhere in this Agreement.

4 Intellectual Property

4.1 Ownership. As between the Parties, Tacton shall retain all right, title and interest in and to the Services and Documentation including all modifications, derivative works or improvements, and all related Intellectual Property Rights. This Agreement is not a sale of Services and does not convey to Customer any rights of ownership in or related to the Services or Documentation. Tacton reserves all Intellectual Property Rights in the Services and Documentation which it has not expressly granted to Customer under this Agreement.

4.2 License by Customer. Customer grants Tacton and its Affiliates a royalty-free, fully-paid, non-exclusive, non-transferable (except as set forth in Section 13 (Assignment)), sub-licensable (including to providers of Third Party Services), worldwide right to host, use, access, copy, transmit, process, and display Customer Data, Inputs, Outputs, and any program code created by or for Customer pursuant to this Agreement, to provide, maintain, develop, enhance, evolve, and improve the Services, and other related products, services, and technologies of Tacton, and to prevent or address service or technical problems. Except for the licenses granted herein, Tacton acquires no right, title or interest from Customer or its licensors under this Agreement in or to any Customer Data, or Customer or third-party program code.

4.3 License by Tacton. Subject to Customer’s payment of fees and compliance with the terms of the Agreement, Tacton hereby grants Customer a non-exclusive, non-transferable, non-sublicensable limited license during the applicable subscription term: (i) for the specified number of Named Users (and, where applicable, other Usage Metrics) to access and use the SaaS Services described in one or more Order Forms, solely for Customer’s internal business purposes, which includes procuring SaaS Services for the benefit of, and use by, Customer’s Affiliates; and (ii) to use and make a reasonable number of copies of the Documentation as reasonably necessary to utilize the SaaS Services in accordance with the terms herein. Tacton reserves all rights not expressly granted to Customer.

4.4 Customer Data. As between Customer and Tacton, Customer exclusively owns all rights, title and interest in and to all Customer Data. Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership of and right to use all Customer Data, and hereby warrants that it has and will have all rights and consents necessary to allow Tacton to use all such Customer Data as contemplated by this Agreement.

4.5 Feedback. Customer may provide at its discretion, input or feedback regarding the Services, including, without limitation, comments or suggestions regarding the possible creation, modification, correction, improvement or enhancement of a portion of the Services (“Feedback”). Tacton will be entitled to use Feedback for any purpose without restriction or remuneration of any kind.

4.6 Pre-Existing IP. Each Party (or its licensors as applicable) shall retain ownership of its Intellectual Property Rights which were existing prior to the Agreement, or Intellectual Property Rights developed, licensed or acquired by or on behalf of a Party or its licensors independently from the Services or the Deliverables, in each case including any modifications or derivative works thereof which may be created as part of the Services (collectively “Pre-Existing IP”). For clarity, Tacton’s Pre-Existing IP includes without limitation all utility routines, generalised interfaces, algorithms, ideas, techniques, concepts, proprietary processes, tools, methodologies, training materials and manuals incorporated into or provided in connection with the Services. Customer grants to Tacton (and its subcontractors), during the term of the Agreement, a non-exclusive, fully paid, worldwide, non-transferable, limited license to use Customer’s Pre-Existing IP (and shall obtain the same license/consent as required from any third party), solely for the purpose of providing the Services and Deliverables. All Intellectual Property Rights in the Deliverables remain in and/or are hereby assigned to Tacton.

4.7 Residual Knowledge. Each Party is free to use concepts, techniques and know-how retained in the unaided memories of those involved in the performance or receipt of the Services. Tacton is not precluded from independently developing for itself, or for others, anything, whether in tangible or non-tangible form, which is competitive with, or similar to, the Deliverables provided so long as such developments do not contain Customer Confidential Information. Certain Tacton assets (e.g. software, or platforms etc.) may include third-party intellectual property, such as licensed third-party assets or Third Party Services, or may require additional terms of usage, which will be provided by Tacton where applicable.

4.8 Use of Aggregated and De-Identified Data. Tacton may collect, use, and disclose data derived from the use or operation of the Services, in aggregated and/or de-identified form, to maintain, develop, enhance, evolve and improve the Services, and other products, services, and technologies, and for internal analytics, benchmarking, reporting, and other legitimate business purposes. Such data will not identify Customer, any User, or any individual, and will not include Customer Confidential Information.

5 Indemnity

5.1 Indemnification by Tacton. Tacton will defend Customer against any claim, demand, suit, or proceeding brought against Customer by a third party alleging that the SaaS Services infringe or misappropriate such third party’s Intellectual Property Rights (a “Claim Against Customer”), and will indemnify Customer for any damages, reasonable attorneys’ fees, and costs finally awarded against Customer as a result of such Claim Against Customer. Tacton will have no liability under this Section 1 to the extent the alleged infringement or misappropriation arises from: (a) modifications to the Services or Deliverables made by or on behalf of Customer; (b) Customer’s use of the Services or Deliverables other than as permitted under this Agreement or in combination with products or services not provided or authorized by Tacton; (c) Customer’s failure to use corrections or enhancements to the SaaS Services provided by Tacton; (d) specifications or directions provided by Customer; or (e) Outcome-Based Services.

5.2 Intellectual Property Remedies. If Tacton becomes aware of a Claim Against Customer under Section 1, Tacton may, at its option and expense: (a) modify the affected SaaS Services so that they are no longer infringing; (b) obtain a license for Customer’s continued use of the affected SaaS Services; or (c) terminate Customer’s subscriptions for the affected SaaS Services upon thirty (30) days’ written notice and refund the pro-rata portion of Customer’s prepaid fees allocable to the remaining term following the effective date of termination.

5.3 Indemnification by Customer. Customer will defend Tacton against any claim, demand, suit, or proceeding brought against Tacton by a third party: (a) alleging that Customer Data infringes or misappropriates such third party’s Intellectual Property Rights; or (b) arising from Customer’s use of the Services in violation of this Agreement, the Documentation, an Order Form, a SOW, or applicable law (each, a “Claim Against Tacton”), and will indemnify Tacton against any damages, reasonable attorneys’ fees, and costs finally awarded against Tacton as a result of such Claim Against Tacton.

5.4 Indemnification Procedures. The obligations under this Section 5 are subject to the indemnified Party: (a) promptly notifying the indemnifying Party of the claim; (b) granting the indemnifying Party sole control of the defense and settlement of the claim (provided that no settlement may impose any liability or obligation on the indemnified Party without its prior written consent); and (c) providing reasonable cooperation at the indemnifying Party’s expense.

5.5 Exclusive Remedy. This Section 5 states the indemnifying Party’s sole liability and the indemnified Party’s exclusive remedy for any third-party claim of infringement or misappropriation of Intellectual Property Rights.

6 Liability

6.1 Except for either Party’s breach of Section1 (Confidentiality), and to the extent that liability cannot be limited or excluded under applicable law, the sole liability of either Party to the other in relation to any and all claims in any manner related to the Agreement (whether in contract, tort, negligence, strict liability in tort, by statute or otherwise) will be for direct damages, not to exceed in the aggregate an amount equal to the total fees paid or payable to Tacton for the specific Services giving rise to the claim under the applicable SOW or Order Form during the twelve (12) months prior to the event giving rise to the claim.

6.2 In no event will either Party be liable (whether in contract, tort, negligence, strict liability in tort, by statute or otherwise) for any consequential, indirect, incidental, special or punitive damages, loss of profits, business, opportunity or anticipated savings (whether directly or indirectly arising). Nothing in the Agreement excludes or limits either Party’s liability to the other which cannot lawfully be excluded or limited.

7 Information and Data

7.1 Confidential Information. Each Party may have access to information (in any form) that relates to the other Party and its activities which is identified by the disclosing Party as confidential or reasonably understood to be confidential or proprietary (“Confidential Information”). The receiving Party agrees that Confidential Information may only be used as required to perform obligations under the Agreement or for legitimate business, compliance, audit, security, or governance purposes related to the relationship between the Parties, and that it will protect Confidential Information in the same manner that it protects its own similar confidential information, but in no event using less than a reasonable standard of care. Without limiting the generality of the foregoing, Tacton will maintain administrative, physical, and technical safeguards designed for the protection of the security, confidentiality and integrity of Customer Data, as described in the Documentation. Confidential Information may only be disclosed to an employee, subcontractor, professional advisers or to a third-party if required for the purpose of the Agreement, including internal compliance, security, risk management, and audit purposes and provided such parties are bound by substantially similar obligations of confidentiality. Nothing in the Agreement will prohibit or limit either Party’s use of information (i) previously known to it without an obligation not to disclose such information, (ii) independently developed by or for it without use of Confidential Information, (iii) acquired by it from a third-party which was not, to the receiver’s knowledge, under an obligation not to disclose such information, or (iv) which is or becomes publicly available through no breach of the Agreement. The obligations of confidentiality set forth in this Section 7.1 shall survive the expiration or termination of this Agreement for a period of three (3) years.

7.2 Personal Data. Any Customer Data that identifies or directly relates to natural persons as may be further defined in applicable data privacy law (“Personal Data”) shall remain at all times the property of Customer. Except as expressly specified in the applicable SOW, the Parties acknowledge and agree that Tacton will not process Customer Personal Data as part of the Services, and both Parties will use commercially reasonable efforts to monitor and restrict such access. However, if Tacton knowingly receives Customer Personal Data (excluding business contact information such as name, telephone, address and email which Tacton will process as an independent Data Controller) from Customer that is not required to perform the Services, Tacton will notify Customer, return or destroy such Customer Personal Data (as instructed by Customer), and Customer shall take steps to promptly rectify the situation to prevent recurrence. If it is agreed in a SOW or otherwise that Tacton will process Customer Personal Data in connection with the provision of the Services, the general responsibilities of the Parties (with respect to the nature and purpose of such access, security controls and protocols, international transfer of data etc.) will be as set out in the DPA and Customer agrees it will not transmit any Personal Data to Tacton unless and until a DPA is mutually executed by the Parties. With respect to Customer Personal Data that is provided to and processed by Tacton, with the exception stated above, Customer shall be and remain the Data Controller and Tacton the Data Processor as those terms are defined in the DPA or applicable law. Each Party shall comply with its respective obligations as the Data Controller and Data Processor under applicable data protection laws and regulations.

7.3 Use of AI-Enabled Features. Customer acknowledges that Tacton’s Services may include features that utilize artificial intelligence or machine learning technologies (“AI Features”) to support and enhance the functionality of the Services. Customer remains responsible for the content, data, and information provided as input to any AI Features (“Inputs”), and for reviewing and validating any outputs generated by such AI Features (“Outputs”) before relying on them. Outputs may be inaccurate, incomplete, or inappropriate depending on the nature of the Inputs and the context of use, and are provided on an “as is” basis. As between the parties, Customer retains all rights in its Inputs and owns all Outputs generated from such Inputs, subject to the licenses granted by Customer in Section 2. Tacton does not claim ownership of Customer Data or Outputs solely by virtue of providing AI Features; provided that any general improvements, learnings, or enhancements to Tacton’s Services arising from the operation of the AI Features, that do not identify Customer or include Customer Confidential Information, shall be owned by Tacton and shall constitute Tacton’s Intellectual Property Rights.

7.4 Third Party Services. The Services may use or integrate with third party websites, applications, or services, including third party AI features, which may be provided by Customer or a third party (collectively, “Third Party Services”). Third Party Services are governed by their own terms and conditions, and to access and use such Third Party Services, Customer may be required to accept the applicable terms and conditions. Customer acknowledges that Tacton does not own or control, and is not responsible for any Third Party Services. The Third Party Services are not subject to any of the warranties, service commitments, or other obligations under this Agreement, and Tacton disclaims all liability with respect to any Third Party Services. In order to provide access to, or the benefit of, such Third Party Services as part of the Services, including for interoperation, Tacton may transmit Customer Data to such Third Party Services. Customer acknowledges and agrees that such Third Party Services, and any tools to which Customer elects to export information or link its account, may use or process such data and information in accordance with their applicable terms. Tacton does not control and is not responsible for Third Party Services. No provider of a Third Party Service shall be considered a subcontractor of Tacton or any of its Affiliates, and no provider of a Third Party Service provided by Customer shall be considered a sub-data processor of Tacton or any of its Affiliates. Tacton and its Affiliates shall not be responsible for any disclosure, modification, use, processing, corruption, loss or deletion of Customer Data, or any breach of applicable data protection laws and regulations, resulting from any access to Customer Data by or through a Third Party Service.

7.5 Data Retention. To ensure stability and efficient use of the Customer’s tenants, Customer is encouraged to regularly review and delete data that is no longer needed. During the term of the Agreement, Tacton retains Inactive Customer Data (as defined below) in accordance with the data retention periods specified in the applicable Product Support Plan. “Inactive Customer Data” means data that has not been accessed, used or modified within the applicable retention period. Retention periods define the minimum duration for which such Inactive Customer Data is stored within the Services. Additional details regarding the classification of Inactive Customer Data, applicable retention periods, and how such retention periods are applied are described in the Documentation.

8 Term and Termination

8.1 Term. This Agreement will remain in effect from the Effective Date until terminated in accordance with this Agreement.

8.2 Term of Subscriptions and Renewal. Subscriptions for any subscription-based services offered by Tacton under this Agreement, including without limitation SaaS Services, Outcome-Based Services, Product Support Services, and any other subscription services that may be added by mutual agreement of the Parties (collectively, “Subscriptions”), are provided for the Initial Term specified in the Order Form or as otherwise specified in this Agreement. Unless terminated in writing by either Party not less than ninety (90) days before the end of the Initial Term or any renewal term, the term for such Subscriptions will automatically renew for successive one (1) year periods (each, a “Renewal Term”). The per-unit pricing and other applicable fees during any Renewal Term will be adjusted as stipulated in this Agreement or the applicable Order Form.

8.3 Co-term. Unless otherwise specified in the applicable Order Form, SaaS Services and Outcome-Based Services are purchased on a subscription basis for the Usage Metrics and subscription term specified in the applicable Order Form. Additional Usage Metrics and subscriptions may be added during a subscription term at the pricing applicable to the then-current subscription term, prorated for the remainder of the applicable subscription term in effect at the time they are added and will co-terminate on the same date as the pre-existing Subscriptions under the applicable Order Form. For each additional Named User, Tacton will charge for a subscription period of one (1) year or for the remainder of the then-current subscription period, whichever is longer.

8.4 Termination Rights – Mutual. Either Party may terminate this Agreement for cause (i) upon thirty (30) days’ prior written notice to the other Party of a material breach, if such breach remains uncured at the expiration of such notice period, or (ii) immediately upon written notice if the other Party becomes the subject of any proceeding relating to bankruptcy, insolvency, receivership, liquidation, or assignment for the benefit of creditors. Termination of a SOW does not affect the term of this Agreement, any Order Form, or the remaining term of any other SOW, unless such material breach also constitutes a material breach of the applicable SOW. In addition, either Party may terminate this Agreement upon thirty (30) days’ prior written notice if there is no effective Order Form for any Subscriptions then in effect.

8.5 Termination Assistance Service. Upon Customer’s written request, which request must be given at least ninety (90) days prior to the expiration date of an applicable Order Form, Tacton, subject to availability, will provide reasonable termination assistance services during an exit period of up to ninety (90) days on a time and materials basis (“Termination Assistance Services”). Tacton’s obligation to provide Termination Assistance Services shall not apply if the Agreement is terminated by Tacton due to (i) Customer’s failure to pay undisputed amounts or (ii) Customer’s uncured breach of this Agreement or the applicable Order Form or SOW. Notwithstanding the foregoing, in no event shall Tacton be required to disclose any of its Confidential Information or grant any license under its Intellectual Property Rights to Customer or any third party as part of the Termination Assistance Services. Customer shall continue to pay the applicable fees for access to and use of the Services during any transition period.

8.6 Refund or Payment upon Termination. If this Agreement is terminated by Customer for Tacton’s failure to cure a material breach during the cure period or other agreed timeframe, Tacton will refund Customer the pro rata share of Customer’s prepaid fees allocable to the remaining term following the effective date of such termination. If this Agreement is terminated by Tacton for Customer’s failure to cure a material breach, Customer will pay all unpaid fees for the remaining Term of all Order Forms as well as any demobilization costs associated with any SOW. In no event will termination relieve Customer of Customer’s obligation to pay any fees payable to Tacton.

8.7 Termination Fee. The fees set out in the Order Form are negotiated and based on the Customer’s commitment to the full Initial Term, or Renewal Term as applicable including pricing concessions and resource planning made by Tacton in reliance on such commitment. If the Customer terminates an Order Form or this Agreement prior to the end of such term, other than for cause as expressly permitted under this Agreement, Customer shall remain liable for the fees payable for the remainder of such term, which shall become immediately due and payable.

8.8 Customer Data Portability and Deletion. Upon written request by Customer made within thirty (30) days after the effective date of termination or expiration of this Agreement, Tacton will make Customer Data available to Customer for export or download as provided in the Documentation. After such 30-day period, Tacton will have no obligation to maintain or provide any Customer Data and may thereafter delete or destroy all copies of Customer Data in its possession or control. Tacton shall provide a certification of deletion of Customer Data upon Customer’s request.

8.9 Suspension. Tacton may suspend Customer’s access to the Services, in whole or in part, upon reasonable notice where practicable, if: (i) any undisputed fees due and owing by Customer are thirty (30) days or more overdue; (ii) Customer Data or Customer’s use of the Services violates applicable law or causes, or is reasonably likely to cause, harm to the Services or to Tacton or its other customers; (iii) Tacton reasonably determines that suspension is necessary to protect the Services or systems used to provide the Services from a material operational or security risk, or excessive, abnormal or unreasonable consumption of system resources; or (iv) the suspension is required by a court or other governmental authority. In the event of suspension in accordance with (i) and (ii) of this section, Customer will remain liable for portions of the fees that would have been paid had the Services not been suspended.

9 Obligations Upon Termination

Upon the expiration or termination of this Agreement as a whole, all licenses and associated rights granted under this Agreement and any Order Forms or SOWs shall immediately terminate. Upon the expiration or termination of a specific Order Form or SOW, only the licenses and associated rights granted under such terminated Order Form or SOW shall terminate, and the Agreement and any other Order Forms or SOWs shall remain in full force and effect in accordance with their terms. Each Party shall, without undue delay upon such expiration or termination, (i) cease using the other Party’s Confidential Information and any materials pertaining to the terminated Services; and (ii) destroy or permanently delete all Confidential Information and other materials of the other Party in its possession or control, unless retention is required by applicable law or permitted under this Agreement. Each Party shall, upon the other Party’s written request, provide written confirmation that it has complied with the foregoing obligations.

10 Audit

Tacton may, upon at least ten (10) days’ prior written notice and no more than twice per calendar year, audit Customer’s compliance with the usage and license terms applicable to the Services. Any such audit shall be conducted during Customer’s normal business hours and in a manner that does not unreasonably interfere with Customer’s business operations. Audits shall be limited to records and information reasonably necessary to verify Customer’s compliance with the Agreement and may be conducted remotely unless an on-site audit is reasonably required. Customer shall reasonably cooperate with the audit. Tacton shall treat all information obtained in connection with an audit as Customer Confidential Information in accordance with this Agreement. If an audit reveals a material underpayment or unauthorized use, Customer shall promptly pay the applicable underpaid fees. If such underpayment exceeds five percent (5%) of the fees due for the audited period, Customer shall also reimburse Tacton for the reasonable costs of the audit. The foregoing is without prejudice to any other rights or remedies available to Tacton under this Agreement.

11 Independent Contractor

Each Party is an independent contractor and does not have any authority to bind or commit the other. Nothing in the Agreement will be deemed or construed to create a joint venture, partnership, fiduciary or agency relationship between the Parties for any purpose.

12 Use of Name

Neither Party shall issue any press release or make any public announcement regarding this Agreement without the other Party’s prior written consent. Notwithstanding the foregoing, Tacton may use Customer’s name and logo in Tacton’s customer lists and marketing materials solely to identify Customer as a customer of Tacton, provided such use complies with Customer’s trademark usage guidelines (if provided to Tacton).

13 Assignment

Neither Party may assign this Agreement without the prior written consent of the other Party, such consent not to be unreasonably withheld or delayed. Notwithstanding the foregoing, either Party may assign this Agreement, in whole or in part, without consent, to (i) an Affiliate, or (ii) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, upon written notice to the other Party. This Agreement shall be binding upon and inure to the benefit of the Parties and their permitted successors and assigns.

14 Non-solicitation

Unless otherwise agreed in writing, neither Party shall, directly or indirectly, solicit for employment, engage, or otherwise contract with any employee or subcontractor of the other Party who has been involved in the provision or receipt of the Services, during the term of the Agreement and for a period of twelve (12) months following the termination of the Agreement. This restriction shall not apply to general recruitment efforts not specifically targeting such individuals, including public job postings or the use of recruitment agencies not directed to solicit from the other Party.

15 Force Majeure

15.1 Neither Party shall be liable for any delay or failure in performance (other than payment obligations) to the extent caused by events beyond its reasonable control, including war, terrorist acts, civil unrest, governmental orders, strikes or labor disputes, epidemic or pandemic, fire, flood, earthquake, explosion, cyber-attacks, or failures of third-party service providers to the extent caused by such events (each, a “Force Majeure Event”).

15.2 The affected Party shall promptly notify the other Party in writing of the Force Majeure Event, its expected duration, and shall use commercially reasonable efforts to mitigate its effects and resume performance as soon as reasonably practicable.

15.3 If a Force Majeure Event continues for a continuous period of thirty (30) days, the non-affected Party may terminate the impacted Services upon written notice. Such termination shall be without liability to either Party, except for accrued payment obligations.

16 Compliance with Laws and Export

Each Party shall comply with all laws and regulations applicable to its performance under this Agreement. Each Party shall comply with applicable export control and economic sanctions laws in connection with the export, re-export, transfer, or use of the Services, software, and technical data under this Agreement. Customer shall not provide Tacton with any goods, software, technical data, or information subject to export restrictions without prior written notice specifying the applicable restrictions and relevant classification information. Each Party represents that it is not listed on any government-maintained list of parties prohibited from receiving exports, and neither Party shall use the Services in violation of applicable export control or sanctions laws.

17 Miscellaneous

17.1 The Agreement sets out the entire understanding between the Parties and supersedes, all prior or contemporaneous discussions, agreements, representations, and understandings between them with respect to its subject matter. If a court of competent jurisdiction finds any term of the Agreement to be invalid, illegal or otherwise unenforceable, such term will not affect the other terms of the Agreement and will be deemed modified to the minimum extent necessary to render such term enforceable while preserving to the fullest extent permissible the intent and agreements of the Parties set out in the Agreement.

17.2 No waiver or modification of any provision of the Agreement will be effective unless it is in writing and signed (including by electronic signature) by the Party against which it is sought to be enforced.

17.3 The delay or failure by either Party to exercise or enforce any of its rights under the Agreement shall not constitute a waiver of such right, nor will any single or partial exercise of any such right preclude any other or further exercise of that or any other right.

17.4 Any legal notice or other communication provided under the Agreement will be in writing, addressed to such Party at the address set out in the Agreement, and delivered by email (with confirmation of receipt), courier, or registered mail. Operational notices relating to the Services may be provided electronically.

17.5 Tacton may provide the Services and Deliverables through the use of subcontractors (including Tacton Affiliates as subcontractors), and shall remain responsible for their performance in accordance with this Agreement.

18 Governing Law

18.1 If Customer is incorporated in the United States of America, Canada, or Mexico (collectively, “North America”):

The Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. The Parties will make good faith efforts to resolve any dispute arising out of or relating to this Agreement within thirty (30) days by escalating it to higher levels of management. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to this Agreement.

Any dispute arising out of or relating to the Agreement shall be finally settled by confidential, binding arbitration administered by the American Arbitration Association (the “AAA”). The Commercial Arbitration Rules of the AAA (the “Rules”) shall apply. The arbitral tribunal shall be composed of one arbitrator appointed in accordance with the Rules. The seat of arbitration shall be Delaware. The language to be used in the arbitral proceedings shall be English. The arbitral award shall be final and binding upon the Parties, and judgment thereon may be entered in any court of competent jurisdiction.

18.2 If Customer is incorporated in the Rest of the World:

The Agreement shall be governed by and construed in accordance with the laws of Sweden, without regard to its conflict of laws principles. The Parties will make good faith efforts to resolve any dispute arising out of or relating to this Agreement within thirty (30) days by escalating it to higher levels of management. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to this Agreement.

Any dispute arising out of or relating to the Agreement shall be finally settled by confidential, binding arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC”). The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators. The seat of arbitration shall be Stockholm. The language to be used in the arbitral proceedings shall be English. The arbitral award shall be final and binding upon the Parties, and judgment thereon may be entered in any court of competent jurisdiction.

18.3 Nothing in this Agreement shall prevent the Parties from applying to a court of competent jurisdiction for provisional or interim measures or injunctive relief as may be necessary to safeguard the property or rights that are the subject matter of the dispute.

This Agreement is incorporated into and forms part of each Order Form and SOW entered into between the Parties.