MASTER TERMS AND CONDITIONS

Effective Date: August 16, 2026

This Privacy Notice for Short Arms Technologies, LLC d/b/a SA Applied (“SA Applied,” “we,” “us,” or “our”) describes how and why we might access, collect, store, use, and/or share (“process”) your personal information when you use our services (“Services”), including when you:

• Visit our website or any website of ours that links to this Privacy Notice;
• Use or engage with our products or services where this Privacy Notice applies;
• Engage with us in other related ways, including sales, marketing, or events.

1. Agreement Structure

1.1 Agreement

The “Agreement” consists of these Master Terms together with, as applicable:

(a) Orders;

(b) Quotes;

(c) Statements of Work or SOWs;

(d) service addenda;

(e) Data Processing Addenda;

(f) Project Documentation;

(g) schedules or service descriptions expressly incorporated into the Agreement; and

(h) other documents expressly incorporated by reference.

Each applicable document forms part of a single contractual relationship between SA Applied and Customer.

1.2 Service Addenda

Additional terms may apply depending upon the Services purchased by Customer.

Applicable service addenda may include the:

(a) Third-Party Services Addendum;

(b) Managed Services Addendum;

(c) Professional Services Addendum;

(d) Data Processing Addendum; and

(e) other service-specific addenda SA Applied may establish for additional Services.

A service addendum applies only to Services within the scope of that addendum.

Customer’s purchase of multiple categories of Services may cause multiple addenda to apply simultaneously.

1.3 Orders

An “Order” means a Quote, order form, invoice, SOW, accepted proposal, electronic order, portal transaction, or other written or electronic record through which Customer purchases, renews, modifies, or authorizes Services.

An Order need not reproduce all applicable contractual terms.

An Order may incorporate these Master Terms and applicable service addenda by reference.

1.4 Order of Precedence

Unless a document expressly states that it overrides a particular provision of another Agreement document, conflicts will be resolved in the following order:

1. a mutually executed amendment expressly identifying the provision being modified;
2. an applicable Data Processing Addendum, solely with respect to matters within its scope;
3. an applicable SOW or Order, solely with respect to the specific Services and commercial terms addressed by it;
4. an applicable service addendum, solely with respect to matters within its scope; and
5. these Master Terms.

A more specific provision controls over a more general provision concerning the same subject matter to the extent necessary to resolve a conflict.

Terms contained in a Customer purchase order, procurement portal, vendor-registration system, payment document, acknowledgment, or similar Customer-generated document do not modify the Agreement unless SA Applied expressly agrees to those terms in writing.

2. Services

2.1 Services

“Services” means products, services, subscriptions, technology, Professional Services, Managed Services, Third-Party Services, and other offerings purchased by Customer from or through SA Applied.

SA Applied will provide the Services identified in applicable Orders in accordance with the Agreement.

2.2 Service Scope

The scope of particular Services is determined by the applicable Order and applicable service addenda.

SA Applied is not responsible for services, functions, systems, security controls, Deliverables, support, monitoring, backups, compliance functions, or other responsibilities that are not included within the agreed scope.

2.3 Technical Methods

Unless otherwise expressly agreed, SA Applied may determine the personnel, subcontractors, tools, methods, architecture, procedures, technologies, and technical means reasonably used to perform the Services.

2.4 Changes in Technology

Technology, Providers, standards, security practices, software, APIs, infrastructure, and technical requirements change over time.

SA Applied may make reasonable changes to the methods and technology used to provide Services, provided such changes do not materially reduce a specifically contracted Service obligation.

3. Customer Authority and Orders

3.1 Authority

Each person accepting the Agreement or authorizing an Order on behalf of Customer represents that the person has authority to bind Customer with respect to the applicable transaction.

3.2 Authorized Persons

Customer may designate persons authorized to request, purchase, modify, administer, or approve Services on Customer’s behalf.

Designation may occur through email, correspondence, portal access, account permissions, prior course of dealing, or another method reasonably indicating Customer’s authorization.

SA Applied may reasonably rely upon instructions and approvals from persons Customer has designated or held out as authorized until SA Applied receives reasonable notice that the person’s authority has changed.

SA Applied may consider the person’s role, prior dealings, portal or account permissions, nature of the requested transaction, and other relevant circumstances in determining whether reliance is reasonable.

3.3 Extraordinary Transactions

SA Applied may request additional confirmation of authority before acting upon an unusually large, material, or otherwise extraordinary purchase, modification, cancellation, transfer, or other instruction.

SA Applied is not required to process such a transaction until reasonably satisfactory authorization has been provided.

3.4 Unauthorized Use of Customer Accounts

Customer is responsible for maintaining reasonable controls over Customer-controlled accounts and credentials used to order or modify Services.

Customer will promptly notify SA Applied if Customer believes an unauthorized person has obtained purchasing or administrative authority.

This Section does not make Customer responsible for an unauthorized transaction caused by SA Applied’s failure to exercise reasonable care with credentials or systems under SA Applied’s exclusive control.

4. Fees, Invoicing, Payment, Refunds, and Deposits

4.1 Fees

Customer will pay the fees and charges stated in applicable Orders and otherwise incurred in accordance with the Agreement.

Fees may include fixed charges, recurring charges, usage or consumption charges, Professional Services fees, Third-Party Service charges, expenses, taxes, deposits, advance payments, and other applicable amounts.

4.2 Invoices

SA Applied may invoice Services in advance, in arrears, upon purchase, upon milestone completion, periodically, or on another basis applicable to the particular Service or Order.

Different Services included in the same Customer relationship may have different billing cycles and payment structures.

4.3 Payment

Customer will pay invoices by the due date stated on the invoice or applicable Order.

If no due date is stated, payment is due within 30 days after the invoice date.

SA Applied may accept payment through payment methods or payment processors made available by SA Applied from time to time.

Availability of a particular payment method does not obligate SA Applied to continue offering that method for future transactions.

SA Applied may require prepayment, deposits, automatic payment methods, shorter billing cycles, or other reasonable payment arrangements where stated in an Order or otherwise permitted by an applicable service addendum.

4.4 Payment Authorization

Where Customer provides a payment method for recurring or authorized charges, Customer authorizes SA Applied and its applicable payment processor to use that payment method for charges Customer has authorized under the applicable Order or billing arrangement.

Customer is responsible for maintaining current payment information where automatic payment is required.

4.5 Billing Disputes

Customer will notify SA Applied within a reasonable time after discovering a good-faith billing dispute and will provide enough information for SA Applied to investigate it.

The parties will work in good faith to resolve disputed amounts.

Customer will timely pay undisputed portions of an invoice.

A billing dispute does not relieve Customer of obligations to pay third-party, infrastructure, consumption, commitment, or other charges that continue accruing while the dispute is being resolved.

4.6 Refunds

Except as expressly stated in an applicable Order, service addendum, Provider Terms, or required by applicable law, fees and charges paid to SA Applied are nonrefundable once the applicable Service, subscription, commitment, work, resource, or third-party charge has been incurred, provisioned, performed, purchased, reserved, or committed on Customer’s behalf.

Refund eligibility, if any, may depend upon the nature of the applicable Service.

Without limiting the foregoing:

(a) Third-Party Services are refundable only to the extent SA Applied is entitled to receive a corresponding refund, credit, cancellation, or adjustment from the applicable Provider, unless an Order expressly provides otherwise;

(b) noncancelable subscriptions, licenses, reserved capacity, domain registrations, infrastructure commitments, consumption charges, and other third-party amounts incurred or committed for Customer are nonrefundable except to the extent required by applicable Provider Terms or law;

(c) fees for Professional Services already performed are nonrefundable, and prepaid Professional Services may be refundable only for the unperformed portion to the extent stated in the applicable Order or otherwise agreed by SA Applied;

(d) recurring Managed Services fees already earned for a completed billing period are nonrefundable unless otherwise stated in the applicable Order; and

(e) a refund, credit, or adjustment issued by SA Applied in one instance does not create an obligation to issue similar relief in another instance.

Nothing in this Section limits Customer’s right to receive a refund or credit expressly required by the Agreement or applicable law.

4.7 Deposits and Advance Payments

SA Applied may require a deposit, retainer, advance payment, prepayment, or other upfront amount before beginning work, procuring products or services, reserving resources, incurring third-party costs, or otherwise commencing or continuing Services.

The amount, purpose, timing, application, and refundability of any deposit or advance payment will be determined by the applicable Order, invoice, SOW, or other applicable Order documentation.

Unless otherwise stated in the applicable Order:

(a) a deposit or advance payment may be applied to fees, expenses, third-party charges, commitments, or other amounts incurred in connection with the applicable Services;

(b) SA Applied is not required to begin or continue the applicable work, procurement, reservation, or commitment until the required deposit or advance payment has been received and cleared; and

(c) payment of a deposit or advance payment does not guarantee a particular completion date, delivery date, availability date, or result unless expressly stated in the applicable Order.

Refunds of deposits and advance payments are governed by Section 4.6 and any more specific terms stated in the applicable Order, service addendum, or Provider Terms.

4.8 Late Payment

Past-due amounts may accrue interest at the lesser of 1.0% per month or the maximum lawful rate.

SA Applied may recover reasonable costs of collecting undisputed past-due amounts to the extent permitted by law.

4.9 No Setoff

Except where prohibited by law or expressly agreed otherwise, Customer will pay amounts due without setoff, deduction, or withholding based upon a separate claim against SA Applied.

4.10 Payment Reversals and Chargebacks

A payment reversal, chargeback, payment dispute, returned payment, or similar action does not by itself cancel Customer’s underlying payment obligation or terminate a Service or commitment.

If a payment is reversed or returned but the underlying charge remains properly due under the Agreement, Customer remains responsible for the amount and for reasonable fees or costs resulting from the reversal or returned payment to the extent permitted by law.

Nothing in this Section prevents Customer from raising a legitimate billing dispute under Section 4.5.

4.11 Third-Party Charges

Amounts attributable to third-party products, infrastructure, consumption, subscriptions, licenses, registrations, commitments, or other third-party charges actually incurred for Customer remain payable in accordance with the Agreement.

Customer may not avoid payment for third-party services actually consumed or committed for Customer merely because Customer asserts a separate claim against SA Applied.

Nothing in this Section prevents Customer from pursuing an otherwise valid claim against SA Applied under the Agreement.

4.12 Taxes

Fees and charges do not include sales, use, excise, telecommunications, gross-receipts, value-added, or similar transaction taxes unless expressly stated.

Customer is responsible for taxes, duties, assessments, and similar governmental charges applicable to Customer’s purchase, receipt, or use of Services, Third-Party Services, Equipment, or other products provided under the Agreement, excluding taxes imposed on SA Applied’s net income.

SA Applied may calculate, collect, and remit taxes based upon the location, Customer information, delivery or service address, place of receipt, nature of the applicable product or Service, and other information reasonably necessary to determine the applicable tax treatment under governing law.

Customer will provide accurate billing, service, delivery, and other location information reasonably requested by SA Applied for tax purposes.

For tangible Equipment, applicable taxes will be determined based upon the delivery, receipt, or other location required by applicable tax law.

For electronically delivered products, software, subscriptions, Third-Party Services, Professional Services, Managed Services, and other non-tangible Services, applicable taxes will be determined according to the sourcing and taxability rules applicable to the particular transaction and jurisdiction.

If Customer claims a tax exemption, Customer will provide SA Applied with a valid exemption certificate or other documentation reasonably required to establish the exemption.

Customer remains responsible for taxes that SA Applied is legally required to collect but does not collect because Customer provided inaccurate or incomplete information or invalid exemption documentation.

5. Term and Renewal

5.1 Master Agreement Term

These Master Terms begin when Customer first accepts them or an Order incorporating them and continue while Customer has an active Service or outstanding obligation under the Agreement.

Termination of one Service does not automatically terminate the Agreement or other Services.

5.2 Service Terms

Individual Services may have their own terms, commitments, renewal periods, cancellation requirements, or other duration provisions stated in an Order or applicable service addendum.

5.3 Renewal

Recurring Services may renew as provided in the applicable Order or service addendum.

Third-Party Services remain subject to Provider commitment and renewal requirements as provided in the Third-Party Services Addendum.

6. Customer Responsibilities

6.1 Cooperation

Customer will reasonably cooperate with SA Applied and provide information, access, approvals, decisions, credentials, personnel, materials, and other dependencies reasonably necessary for SA Applied to perform the Services.

6.2 Customer Systems and Requirements

Customer is responsible for determining its business, operational, security, legal, regulatory, retention, availability, and compliance requirements and communicating requirements that Customer expects SA Applied to satisfy.

SA Applied does not assume a Customer responsibility merely because SA Applied has technical access, expertise, or the ability to perform the relevant function.

6.3 Lawful Use

Customer will use the Services in compliance with applicable law and will not knowingly use or authorize the Services for unlawful, fraudulent, abusive, or infringing activity.

6.4 Customer Decisions

Customer remains responsible for its business decisions and for determining whether Services are appropriate for Customer’s intended use.

Technical recommendations by SA Applied do not transfer responsibility for Customer’s business, legal, compliance, or risk-management decisions to SA Applied.

7. Confidentiality

7.1 Confidential Information

“Confidential Information” means nonpublic information disclosed by or on behalf of one party (“Disclosing Party”) to the other (“Receiving Party”) that is identified as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure.

Confidential Information may include business plans, pricing, credentials, security information, source code, technical information, Customer Data, designs, documentation, financial information, supplier arrangements, trade secrets, and other proprietary information.

7.2 Exclusions

Confidential Information does not include information the Receiving Party can demonstrate:

(a) is or becomes publicly available without breach of the Agreement;

(b) was lawfully known to the Receiving Party without confidentiality restriction before disclosure;

(c) is received lawfully from a third party without confidentiality obligation; or

(d) is independently developed without use of the Disclosing Party’s Confidential Information.

7.3 Protection and Use

The Receiving Party will:

(a) use Confidential Information only as reasonably necessary to perform, receive, administer, enforce, or exercise rights under the Agreement;

(b) use reasonable measures to protect Confidential Information from unauthorized use or disclosure; and

(c) disclose Confidential Information only to persons who reasonably need access and are subject to appropriate confidentiality obligations.

7.4 Required Disclosure

The Receiving Party may disclose Confidential Information to the extent required by applicable law, subpoena, court order, public-record requirement, or governmental process.

Where legally permitted and reasonably practicable, the Receiving Party will provide reasonable notice to the Disclosing Party before disclosure so the Disclosing Party may seek protective treatment.

7.5 Duration

Confidentiality obligations continue for five years after disclosure, except that trade secrets will be protected for so long as they qualify for protection as trade secrets under applicable law.

Customer credentials, security secrets, and similar authentication information will remain protected for so long as their disclosure could reasonably create a security risk.

7.6 Permitted Professional Disclosure

Either party may disclose the Agreement and Confidential Information as reasonably necessary to its attorneys, accountants, insurers, lenders, potential acquirers, investors, and professional advisers, subject to appropriate confidentiality obligations or professional duties.

8. Customer Data and Privacy

8.1 Customer Data

As between the parties, Customer retains its rights in Customer Data, subject to applicable third-party rights and the Agreement.

SA Applied may access, use, host, transmit, copy, modify, and otherwise process Customer Data as reasonably necessary to provide and administer the Services, comply with law, protect the Services and affected systems, and exercise its rights under the Agreement.

8.2 Customer Responsibility

Customer is responsible for determining that it has the rights and lawful basis necessary to provide Customer Data to SA Applied and to authorize processing contemplated by the Services.

8.3 Data Processing Addendum

Where SA Applied processes covered personal data on Customer’s behalf and an applicable Data Processing Addendum is required or agreed, that DPA governs such processing.

8.4 SA Applied Privacy Policy

SA Applied’s Privacy Policy describes SA Applied’s processing of information for its own business purposes, such as website operation, sales, marketing, billing, account administration, and business communications.

The Privacy Policy does not, merely because SA Applied provides Services to Customer, govern Customer’s own collection, processing, use, or disclosure of information through Customer’s systems, applications, websites, infrastructure, or Customer Environment.

9. Intellectual Property

9.1 Existing Rights

Except for rights expressly granted under the Agreement, neither party transfers ownership of its pre-existing intellectual property to the other.

9.2 Customer Materials

Customer retains ownership of Customer Materials.

Customer grants SA Applied the rights reasonably necessary to use Customer Materials to perform and administer the Services.

9.3 SA Applied Technology

SA Applied retains ownership of SA Applied Technology and other intellectual property owned or developed by SA Applied except to the extent an applicable SOW or other Project Documentation expressly assigns particular rights to Customer.

The Professional Services Addendum governs ownership and licensing of Professional Services work product.

9.4 Existing Customer Licenses

Any transfer, assignment, sale, licensing, or other disposition of SA Applied Technology by SA Applied remains subject to licenses and other rights previously granted to Customer under the Agreement.

9.5 Feedback

Customer may provide suggestions, ideas, recommendations, or other feedback regarding SA Applied’s Services.

Unless otherwise agreed, SA Applied may use voluntary feedback without restriction or obligation, provided SA Applied does not thereby disclose Customer Confidential Information.

9.6 Customer Identification

This Section 9.6 applies to Customers acting primarily for business or organizational purposes.

Unless Customer notifies SA Applied otherwise in writing, Customer grants SA Applied a limited, nonexclusive right to use Customer’s name, trade name, and logo solely to identify Customer as a customer of SA Applied, including on SA Applied’s website, customer lists, presentations, and promotional materials.

SA Applied will use Customer’s marks in a reasonable manner and will not state or imply Customer’s endorsement of SA Applied.

This permission does not authorize SA Applied to publish a case study, testimonial, quotation attributed to Customer, confidential project details, Customer Data, or confidential performance results without additional authorization.

Customer may revoke this permission at any time by written notice. SA Applied will thereafter discontinue new uses and use commercially reasonable efforts to remove the applicable name or logo from SA Applied-controlled digital materials within a reasonable period.

Revocation does not require recall or destruction of materials previously distributed or published.

10. Physical Products and Equipment

10.1 Equipment and Physical Products

SA Applied may procure, sell, resell, configure, stage, deliver, install, administer, or otherwise provide physical equipment, hardware, devices, appliances, components, or other tangible products (“Equipment”) in connection with the Services.

The applicable Order may identify the Equipment, price, quantity, delivery arrangements, payment requirements, deposits, installation or configuration services, warranty information, or other applicable terms.

10.2 Payment and Procurement

SA Applied may require full or partial payment, a deposit, or other advance payment before ordering, reserving, configuring, shipping, or otherwise committing to Equipment.

SA Applied is not required to order or commit to Equipment until applicable payment requirements have been satisfied.

Customer remains responsible for Equipment and related shipping, taxes, fees, customization, configuration, restocking charges, cancellation charges, and other amounts properly incurred or committed on Customer’s behalf in accordance with the applicable Order.

Payment before delivery or inspection does not, by itself, constitute Customer’s acceptance of Equipment.

Refunds of amounts paid for Equipment are governed by Section 4.6, the applicable Order, applicable manufacturer or supplier terms, and applicable law.

10.3 Customer-Owned Equipment

Unless an applicable Order expressly states that Equipment will remain owned by SA Applied or provides another ownership arrangement, Equipment purchased by Customer from or through SA Applied is intended for Customer’s ownership.

Unless otherwise stated in the applicable Order, title to such Equipment passes to Customer upon SA Applied’s receipt of full payment for the Equipment and amounts directly attributable to its acquisition.

SA Applied’s possession, staging, configuration, testing, storage, installation, administration, or management of Customer-owned Equipment does not give SA Applied an ownership interest in that Equipment.

SA Applied may withhold delivery or transfer of title to unpaid Equipment to the extent permitted by applicable law and the Agreement.

10.4 SA Applied-Owned Equipment

Equipment owned by SA Applied does not become Customer property merely because it is installed, located, configured, or used at a Customer location or as part of a Customer Environment.

Customer will exercise reasonable care with SA Applied-owned Equipment in Customer’s possession or control and will return or permit recovery of such Equipment following termination or expiration of the applicable Service, subject to the applicable Order and reasonable transition arrangements.

10.5 Delivery and Risk of Loss

Unless otherwise stated in the applicable Order:

(a) where Equipment is shipped directly by a manufacturer, distributor, supplier, or carrier to a Customer-designated location, risk of loss passes to Customer upon delivery of the Equipment to that location;

(b) where Equipment is first delivered to SA Applied for staging, configuration, testing, or other Services, SA Applied will exercise reasonable care while the Equipment is in SA Applied’s possession, and risk of loss passes to Customer upon delivery or tender of the Equipment to Customer or Customer’s designated location; and

(c) risk of loss for SA Applied-owned Equipment remains with SA Applied except to the extent loss or damage results from Customer’s breach, negligence, misuse, unauthorized modification, or failure to exercise reasonable care.

Nothing in this Section alters rights applicable to nonconforming or damaged Equipment under applicable law.

10.6 Inspection and Acceptance

Customer will have a reasonable opportunity after delivery to inspect Equipment for material shipping damage, incorrect quantities, incorrect products, or other material nonconformity.

Customer will notify SA Applied within a reasonable time after discovering a material nonconformity for which Customer seeks rejection, replacement, return, or other remedy.

Acceptance of Equipment does not waive warranty rights or remedies that survive acceptance under applicable manufacturer or supplier terms or applicable law.

10.7 Third-Party Equipment Warranties

Unless SA Applied expressly provides a separate written warranty in the applicable Order, SA Applied does not provide an independent warranty for defects in third-party Equipment.

Equipment manufactured or supplied by a third party is subject to the warranties, return policies, support terms, and remedies provided by the applicable manufacturer, distributor, or supplier.

Where reasonably practicable, SA Applied will provide reasonable cooperation in submitting or coordinating a manufacturer, distributor, supplier, shipping, or warranty claim relating to Equipment procured through SA Applied.

Additional diagnostic, removal, installation, migration, shipping, configuration, or replacement work may be separately chargeable unless included in the applicable Order or Service.

This Section does not limit responsibility otherwise imposed upon SA Applied under the Agreement for loss or damage directly caused by SA Applied’s failure to exercise the standard of care expressly applicable to Services performed by SA Applied.

10.8 Returns and Cancellations

Equipment orders may be noncancelable or nonreturnable after SA Applied places an order or makes a commitment to a manufacturer, distributor, or supplier.

Any permitted cancellation, return, exchange, or refund is subject to the applicable Order, manufacturer or supplier requirements, restocking charges, shipping costs, condition requirements, and other applicable restrictions.

SA Applied is not required to provide a refund for Equipment to the extent the corresponding acquisition cost or commitment cannot reasonably be recovered by SA Applied, except where otherwise required by applicable law or the Agreement.

10.9 Taxes

Taxes applicable to Equipment are governed by Section 4.12.

For tangible Equipment, SA Applied may use the delivery, receipt, or other location required by applicable law in determining applicable taxes.

11. Subcontractors and Providers

11.1 Subcontractors

SA Applied may use employees, independent contractors, affiliates, consultants, and subcontractors to perform or support the Services.

Unless expressly agreed otherwise, SA Applied is not required to obtain Customer’s prior approval for the use or replacement of a subcontractor.

SA Applied remains responsible for performance of its contractual obligations notwithstanding its use of subcontractors and will require subcontractors with access to Customer Confidential Information to be subject to confidentiality obligations appropriate to the nature of their access.

11.2 Subprocessors

Use of subprocessors in connection with processing governed by a Data Processing Addendum is subject to that DPA.

11.3 Providers Distinguished

A third party that supplies software, infrastructure, telecommunications, cloud services, registrations, subscriptions, platforms, products, or other technology used by Customer or forming part of a Customer Environment is not necessarily a subcontractor merely because SA Applied administers, procures, integrates, manages, or relies upon that Provider.

Third-Party Services are governed by the Third-Party Services Addendum where applicable.

12. Warranties and Disclaimers

12.1 Authority

Each party warrants that it has authority to enter into the Agreement.

12.2 Professional Services

Professional Services are subject to the performance standard stated in the Professional Services Addendum.

12.3 No Implied Service Commitments

SA Applied does not warrant any particular uptime, response time, recovery time, security outcome, compatibility, performance level, regulatory compliance, or other service level unless expressly stated in an applicable Order or service addendum.

12.4 Disclaimer

EXCEPT FOR WARRANTIES EXPRESSLY PROVIDED IN THE AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, DELIVERABLES, SA APPLIED TECHNOLOGY, RECOMMENDATIONS, AND OTHER MATERIALS PROVIDED BY SA APPLIED ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

SA APPLIED DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE, TO THE EXTENT SUCH WARRANTIES MAY LAWFULLY BE DISCLAIMED.

SA Applied does not warrant that Services will be uninterrupted, error-free, completely secure, or free from harmful components, or that every defect, vulnerability, outage, security event, data loss, or incompatibility will be detected or prevented.

12.5 Third-Party Services

SA Applied does not make warranties on behalf of Providers.

Third-party products and services remain subject to warranties, if any, provided by the applicable Provider.

13. Indemnification

13.1 Customer Indemnification

Customer will defend SA Applied and its officers, employees, and agents against a third-party claim to the extent arising from:

(a) Customer Materials infringing or misappropriating a third party’s intellectual-property or proprietary rights;

(b) Customer’s unlawful use of the Services;

(c) Customer Data or Customer’s collection, use, or disclosure of Customer Data in violation of applicable law or third-party rights; or

(d) Customer’s material breach of Provider Terms applicable to Customer,

and will indemnify SA Applied for damages, judgments, settlements, and reasonable attorneys’ fees finally awarded or agreed in settlement with Customer’s consent.

13.2 SA Applied Indemnification Only When Expressly Agreed

SA Applied does not provide intellectual-property or other indemnification obligations in favor of Customer except to the extent such an obligation is expressly stated in an applicable SOW, Order, or mutually executed amendment.

Where SA Applied agrees to provide intellectual-property indemnification for a particular engagement, the applicable SOW, Order, or amendment may specify the covered materials, claims, exclusions, procedures, remedies, liability limits, and other conditions applicable to that obligation.

Nothing in this Section limits liability that cannot lawfully be limited or excluded.

13.3 Indemnification Procedure

For an indemnification obligation expressly provided by the Agreement, the indemnified party will provide reasonably prompt notice of the applicable third-party claim and reasonable cooperation.

The indemnifying party will control the defense and settlement, except that it may not settle a claim in a manner admitting wrongdoing by or imposing a material nonmonetary obligation on the indemnified party without that party’s consent, not to be unreasonably withheld.

Failure to provide prompt notice relieves the indemnifying party only to the extent materially prejudiced by the delay.

14. Limitation of Liability

14.1 Exclusion of Indirect Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE UNDER THE AGREEMENT FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITY, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2 General Liability Cap

EXCEPT FOR EXCLUDED CLAIMS UNDER SECTION 14.4, EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO SA APPLIED FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

For a one-time Professional Services engagement lasting less than 12 months, the applicable amount includes fees paid or payable for that engagement.

14.3 Third-Party and Consumption Charges

Amounts Customer pays or owes for third-party products, Provider services, infrastructure, consumption, licenses, subscriptions, registrations, or similar third-party costs are payment obligations for resources obtained or consumed for Customer and are not damages merely because Customer later asserts a claim concerning the Services.

For purposes of calculating SA Applied’s liability cap, such third-party or pass-through amounts are excluded from “fees paid or payable to SA Applied” to the extent they represent amounts attributable to third-party products, infrastructure, consumption, or Provider services rather than SA Applied’s own service fees or margin.

14.4 Excluded Claims

The limitations in Sections 14.1 and 14.2 do not limit:

(a) Customer’s obligation to pay amounts properly due under the Agreement;

(b) either party’s liability for fraud or willful misconduct;

(c) liability that cannot lawfully be limited or excluded; or

(d) a party’s infringement or misappropriation of the other party’s intellectual-property rights outside the licenses and rights granted by the Agreement.

14.5 Security and Data Events

A security incident, data loss, compromise, outage, unauthorized access, or similar event does not by itself establish liability.

Responsibility depends upon the obligations each party actually undertook, the cause of the event, and the other provisions of the Agreement.

Unless expressly agreed otherwise, SA Applied does not assume unlimited liability for Customer’s security, Customer Data, Customer Environment, or third-party infrastructure merely because SA Applied had administrative access or provided technology services relating to them.

14.6 Service-Specific Liability Terms

An applicable DPA, SOW, Order, or service addendum may establish a different liability cap, additional limitation, or specific risk allocation for particular Services or obligations where expressly stated.

15. Suspension

15.1 Suspension Rights

SA Applied may suspend affected Services where reasonably necessary because of:

(a) undisputed amounts remaining materially past due after applicable notice or cure;

(b) actual or reasonably suspected security threats;

(c) unlawful, fraudulent, or abusive use;

(d) Customer’s material breach creating material risk to SA Applied, a Provider, Customer, another customer, or affected systems;

(e) Provider suspension or requirement;

(f) Customer’s failure to satisfy a requirement necessary for SA Applied lawfully or technically to continue the Service; or

(g) circumstances otherwise permitting suspension under an applicable service addendum.

15.2 Scope of Suspension

Where reasonably practicable, SA Applied will limit suspension to affected Services or resources.

Suspension does not necessarily terminate the applicable Service or Agreement.

15.3 Notice

SA Applied will provide reasonable notice of suspension where practicable, except where immediate action is reasonably necessary for security, legal, Provider, fraud-prevention, or similar reasons.

15.4 Charges During Suspension

Suspension does not eliminate fees, commitments, storage charges, infrastructure costs, Provider charges, or other amounts that continue to accrue.

16. Termination

16.1 Termination of Particular Services

A Service may be terminated in accordance with its Order and applicable service addendum.

Termination of one Service does not automatically terminate another Service.

16.2 Termination for Material Breach

Either party may terminate an affected Service or, where the breach materially affects the overall relationship, the Agreement, if the other party materially breaches the Agreement and fails to cure the breach within 30 days after written notice describing the breach.

If the breach cannot reasonably be cured within 30 days but the breaching party begins cure within that period and diligently continues toward cure, the nonbreaching party may allow a reasonable additional cure period.

No cure period is required where the breach is incapable of cure or continued performance would be unlawful.

16.3 Effect of Termination

Termination does not:

(a) relieve Customer of payment obligations accrued or committed before termination;

(b) cancel noncancelable Provider commitments;

(c) terminate rights or licenses expressly stated to survive;

(d) eliminate transition obligations under an applicable service addendum; or

(e) affect rights or remedies accrued before termination.

16.4 Survival

Provisions that by their nature should survive termination will survive, including provisions concerning payment, confidentiality, intellectual property, licenses, indemnification, limitations of liability, dispute resolution, and accrued rights.

17. Changes to Agreement Terms

17.1 Published Terms

SA Applied may maintain these Master Terms and service addenda electronically at a legal or terms location designated by SA Applied.

Customer is responsible for maintaining copies of Agreement documents applicable to its purchases.

SA Applied may retain prior versions for its own records but is not responsible for maintaining a publicly accessible archive of every historical version.

17.2 Nonmaterial Changes

SA Applied may make nonmaterial changes to published Agreement terms from time to time, including clarifications, formatting changes, corrections, updates to contact information, and changes that do not materially reduce Customer’s contractual rights or materially increase Customer’s obligations.

Such changes may become effective upon publication or on a later stated date.

17.3 Material Changes

For a material change to published Master Terms or an applicable service addendum affecting an existing Service, SA Applied will provide Customer at least 30 days’ reasonable notice before the change becomes effective.

Notice may be provided by email, invoice notice, customer portal, account notification, or another reasonable electronic method.

17.4 Affirmative Acceptance Where Appropriate

Where a proposed change materially alters the fundamental commercial bargain, imposes a materially new category of obligation, materially changes dispute-resolution rights, or otherwise requires affirmative consent under applicable law or the circumstances, SA Applied may require Customer’s affirmative acceptance before the change applies.

SA Applied may condition renewal, purchase of additional Services, or continuation after an existing commitment period upon acceptance of then-current terms where permitted by law and applicable Provider commitments.

17.5 Existing Commitments

A change to published terms does not retroactively alter accrued payment obligations or rewrite a completed transaction.

Provider-driven changes remain subject to the applicable Third-Party Services Addendum.

18. Electronic Contracting and Communications

18.1 Electronic Acceptance

The parties may enter into Orders, SOWs, amendments, approvals, and other agreements electronically.

Electronic acceptance may include electronic signature, clicking or selecting an acceptance control, accepting an electronic Quote, portal acceptance, responding affirmatively through an authorized electronic communication, paying an invoice where the circumstances clearly identify payment as acceptance, or another method reasonably demonstrating assent.

18.2 Electronic Records

The parties agree that electronic records and signatures may be used in connection with the Agreement and will not deny contractual effect solely because a record or signature is electronic.

18.3 Copies

Electronic copies and reproductions of Agreement documents may be treated as originals to the extent permitted by law.

19. Notices

19.1 Contractual Notices

Except where the Agreement expressly permits operational notice through another method, formal notices concerning material breach, termination for cause, indemnification claims, or legal disputes must be sent by email to the party’s designated legal or account contact or by nationally recognized courier or certified mail to its last provided business address.

19.2 Operational Communications

Orders, service notices, billing communications, security notices, Provider notices, maintenance notices, approvals, project communications, and other ordinary communications may be provided through email, customer portal, ticketing systems, invoices, account notifications, or other reasonable electronic methods.

19.3 Contact Information

Each party is responsible for maintaining current contact information.

Notice sent using the most recent contact information provided by a party will not be ineffective solely because that party failed to update its information.

20. Dispute Resolution

20.1 Informal Dispute Notice

Before initiating arbitration, a party asserting a dispute will provide written notice reasonably describing:

(a) the nature of the dispute;

(b) the material facts known to the party;

(c) the relief or resolution requested; and

(d) reasonable contact information for purposes of resolving the dispute.

20.2 Good-Faith Informal Resolution

The parties will attempt in good faith to resolve the dispute informally for at least 30 days after receipt of the dispute notice before initiating arbitration.

Either party may request that appropriate business representatives participate in a telephone, videoconference, or in-person discussion concerning the dispute.

The parties may mutually agree to extend the informal resolution period or engage a mediator.

This Section does not prevent a party from seeking urgent relief under Section 20.6 where reasonably necessary to prevent irreparable harm or preserve legal rights.

20.3 Confidentiality of Dispute Resolution

To the extent permitted by applicable law, communications exchanged specifically for purposes of informal settlement discussions, mediation, or other consensual dispute-resolution efforts under this Section will be treated by the parties as confidential and used only for purposes of evaluating, negotiating, resolving, or enforcing the applicable dispute or settlement.

Unless a written settlement agreement expressly provides otherwise, the terms of a settlement reached through the dispute-resolution process will also be treated as Confidential Information of both parties.

Nothing in this Section:

(a) prevents disclosure to attorneys, accountants, insurers, auditors, tax advisers, or other professional advisers who reasonably need the information and are subject to appropriate confidentiality obligations;

(b) prevents disclosure reasonably necessary to enforce, interpret, challenge, or comply with a settlement or arbitration award;

(c) prevents a disclosure required by applicable law, subpoena, court order, public-record law, governmental requirement, or regulatory obligation;

(d) makes an otherwise discoverable or independently existing document privileged merely because it was discussed during settlement negotiations; or

(e) prevents the parties from expressly agreeing in a settlement that particular terms or information may be disclosed.

Where the parties engage a mediator, applicable statutory or agreed mediation confidentiality and privilege protections also apply.

20.4 Binding Arbitration

Except as provided in Section 20.6, any dispute, claim, or controversy arising out of or relating to the Agreement, the Services, or the relationship between Customer and SA Applied that is not resolved through the informal process will be resolved by binding arbitration on an individual basis.

The arbitration will be conducted before one neutral arbitrator.

The parties will first attempt in good faith to agree upon the arbitrator and reasonable procedures for the arbitration.

If the parties do not agree upon an arbitrator within 15 days after one party provides written notice commencing arbitration, either party may request appointment of an arbitrator through a mutually agreed arbitration service or seek appointment through a court as permitted by applicable law.

Unless otherwise agreed, the arbitration will take place in Montgomery County, Pennsylvania, provided that hearings may be conducted remotely by videoconference where agreed by the parties or determined appropriate by the arbitrator.

The arbitrator will have authority to:

(a) determine issues concerning the interpretation, applicability, and merits of claims properly submitted to arbitration, subject to matters reserved by law to a court;

(b) permit reasonable discovery proportionate to the nature and amount of the dispute;

(c) issue protective orders reasonably necessary to protect Confidential Information;

(d) resolve dispositive motions where appropriate;

(e) award any individual remedy available under applicable law and consistent with the Agreement; and

(f) allocate arbitration fees, costs, and attorneys’ fees where authorized by the Agreement or applicable law.

The arbitrator will issue a reasoned written award unless the parties agree otherwise.

Judgment on an arbitration award may be entered in any court having jurisdiction.

20.5 Arbitration Costs

Each party will initially bear its own attorneys’ fees and costs and one-half of ordinary arbitrator fees and administrative arbitration costs, unless:

(a) the parties agree otherwise;

(b) applicable law requires another allocation; or

(c) the arbitrator reallocates fees or costs as part of an award where legally authorized.

20.6 Court Proceedings Permitted

Either party may seek temporary, preliminary, or other equitable relief from a court of competent jurisdiction where reasonably necessary to prevent actual or threatened:

(a) misuse or infringement of intellectual property;

(b) breach of confidentiality;

(c) unauthorized system or account access;

(d) misuse or unlawful disclosure of Customer Data;

(e) violation of restrictive license rights; or

(f) other irreparable harm for which monetary relief would not provide an adequate remedy.

Either party may also use a court to compel or stay arbitration, appoint an arbitrator where permitted, enforce or challenge an arbitration award as permitted by law, or pursue a matter that applicable law does not permit to be arbitrated.

Seeking relief permitted by this Section does not waive arbitration of other disputes.

20.7 Individual Proceedings

To the maximum extent permitted by law, disputes will be resolved only between the parties individually and not as a class, collective, consolidated, or representative proceeding.

The arbitrator may not consolidate claims of different customers or preside over a representative or class proceeding without the express written agreement of all affected parties.

20.8 Jury Trial Waiver

TO THE EXTENT A DISPUTE IS PERMITTED TO PROCEED IN COURT RATHER THAN ARBITRATION, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES TRIAL BY JURY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

21. Governing Law and Venue

21.1 Governing Law

The Agreement is governed by the laws of the Commonwealth of Pennsylvania, without regard to conflict-of-laws principles.

21.2 Judicial Venue

For court proceedings permitted under the Agreement, the parties consent to exclusive jurisdiction and venue in the state courts located in Montgomery County, Pennsylvania, and the applicable federal court having jurisdiction over Montgomery County, except where applicable law requires otherwise.

22. Insurance

SA Applied will maintain commercially reasonable business insurance appropriate to the nature and size of its operations.

Unless an Order expressly requires particular coverage, limits, endorsements, certificates, or additional insured status, this Section does not constitute a representation that SA Applied maintains any specific type or amount of insurance.

Customer is responsible for maintaining insurance appropriate to Customer’s own business, systems, data, operations, and risks.

23. Force Majeure

Neither party is liable for delay or failure to perform, other than payment obligations for amounts already incurred, to the extent caused by circumstances beyond its reasonable control, including natural disasters, severe weather, fire, war, terrorism, civil unrest, labor disruptions, widespread telecommunications or Internet failures, utility failures, governmental action, epidemics, Provider failures, cyberattacks not caused by the affected party’s breach, or similar events.

The affected party will use commercially reasonable efforts to mitigate the effect and resume performance.

24. Assignment

Neither party may assign the Agreement as a whole without the other party’s consent, not to be unreasonably withheld, except that either party may assign the Agreement without consent in connection with a merger, reorganization, sale of substantially all relevant assets, or change of control, provided the assignee assumes the applicable obligations.

SA Applied may assign receivables and payment rights without Customer consent.

An assignment, sale, or other disposition of SA Applied Technology or other intellectual property does not extinguish licenses or rights previously granted to Customer under the Agreement.

25. Relationship of the Parties

The parties are independent contractors.

The Agreement does not create a partnership, joint venture, fiduciary relationship, franchise, agency, employment relationship, or exclusive arrangement between the parties.

Neither party may bind the other except to the extent expressly authorized by the Agreement.

26. General Provisions

26.1 Entire Agreement

The Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes prior or contemporaneous proposals, communications, representations, and agreements concerning that subject matter, except for documents expressly preserved or incorporated into the Agreement.

26.2 No Reliance on Oral Statements

Neither party relies upon a representation, promise, or commitment concerning the Services that is not contained in the Agreement, except that this provision does not exclude liability for fraud where such exclusion is prohibited by law.

26.3 Waiver

Failure to enforce a provision of the Agreement does not waive the right to enforce it later.

A waiver applies only to the particular circumstance for which it is given unless expressly stated otherwise.

26.4 Severability

If a provision of the Agreement is held unenforceable, it will be enforced to the maximum extent permitted by law, and the remaining provisions will remain effective.

26.5 Headings

Headings are for convenience and do not affect interpretation.

26.6 No Third-Party Beneficiaries

Except for persons expressly entitled to indemnification or other rights under the Agreement, the Agreement does not create rights in third-party beneficiaries.

26.7 Interpretation

The Agreement will be interpreted according to its fair meaning and not strictly for or against either party because that party drafted a provision.

The words “including” and “includes” mean “including without limitation” unless context requires otherwise.

26.8 Counterparts

An Agreement document may be executed or accepted in counterparts, each of which is deemed an original and all of which together constitute one instrument.

27. Contact Us

Questions, complaints, or requests regarding the Services or this Agreement may be directed to SA Applied at support@saapplied.com.

Customers are encouraged to contact SA Applied promptly regarding service concerns or billing issues so that SA Applied and Customer have an opportunity to resolve them informally.

This Section does not replace or modify any formal notice requirements under Section 19 or the dispute-resolution procedures under Section 20.