Master Services Agreement

1.1 Defined Terms

For purposes of this Agreement, the following capitalized terms have the meanings set forth below.

“Affiliate” means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with such party, where “control” means ownership of more than fifty percent (50%) of the voting interests of such entity or the power to direct its management.

“Agreement” means this Master Services Agreement together with all applicable Order Forms and any schedules, exhibits, or addenda incorporated herein or therein, as may be amended from time to time.

“Billing Period” means each recurring monthly period during a Subscription Term, measured from the start date of the applicable Subscription Term specified in the Order Form (or other billing commencement date set forth therein) and each successive monthly anniversary thereof.

“Change Order” means an agreement executed and delivered by the Parties that changes or supplements the Services.

“Confidential Information” has the meaning assigned to it in Section 3.5.1.

“Credit” means one unit of profile management capacity within the Services during a Billing Period. If applicable, the number of Credits included in a Subscription Term shall be as specified in the applicable Order Form.

“Customer” means the legal entity that has executed an Order Form or otherwise agreed to this Agreement and that accesses or uses the Services.

“Customer Data” means all data, information, records, documents, credentials, content, or materials that are submitted, uploaded, transmitted, or otherwise made available by or on behalf of the Customer or its Users through the Services, including Professional Data, but excluding Usage Data.

“Documentation” means the technical, functional, and user documentation made available by Lorica for the Services, as updated from time to time.

“Effective Date” means the date on which the last Party executes this Master Services Agreement.

“Order Form” means an order form, pilot order form, or similar document executed by the Parties that references this Agreement and specifies the Services, Subscription Term, and applicable Fees.

“Pilot Services” means Services provided pursuant to an Order Form for a fixed-term pilot Subscription.

“Privacy Policy” means Lorica’s standard privacy policy relating to the Services, as made available at https://loricaplatform.com/privacy or such other location as Lorica may designate, and as may be updated by Lorica from time to time.

“Professional” means an individual whose credentials, licenses, certifications, training records, work history, or related information are stored, referenced, or managed within the Services, whether such individual is an employee, contractor, subcontractor, or other personnel of Customer or a third party.

“Professional Data” means Customer Data relating to Professionals, including licenses, certifications, insurance information, background information, work history, and related metadata.

“Security Incident” means a confirmed Unauthorized Access to Customer Data resulting directly from a failure of Lorica’s administrative, technical, or physical safeguards. A Security Incident does not include unsuccessful attempts, events that do not result in actual access to Customer Data, or incidents arising from Customer’s breach of its obligations under this Agreement.

“Services” means the software-as-a-service platform(s), tools, and related functionality made available by Lorica pursuant to this Agreement and an applicable Order Form, including updates, modifications, and enhancements thereto, but excluding any third-party products, services, or content not provided directly by Lorica.

“Subscription Term” means the period during which Customer is authorized to access and use the Services as specified in the applicable Order Form, including any renewal periods.

“ToS” means Lorica’s standard Terms of Service available at https://loricaplatform.com/terms which govern the Customer’s and its Users’ access to and use of the Services.

“Unauthorized Access” means access to Customer Data by a person or entity not authorized by Lorica or Customer to access such data under this Agreement.

“Usage Data” means aggregated, anonymized, or de-identified data relating to the operation, performance, security, and use of the Services, including logs, metrics, and analytical data, that does not identify Customer, Professionals, or any individual.

“User” means an individual authorized by Customer to access and use the Services on Customer’s behalf.

2.1 Provision of Services

Subject to the provisions of this Agreement and any applicable Order Form, Lorica shall make the Services available to Customer during the applicable subscription term.

2.2 Infrastructure-Only Nature of Services

Customer acknowledges and agrees that:

(a) Lorica is a provider of software infrastructure and data management tools only and does not provide legal, regulatory, employment, staffing, compliance, procurement, security, insurance, or professional services.

(b) The Services do not constitute and shall not be deemed to constitute: a staffing agency, employment agency, labor contractor, or recruiter; a marketplace operator, agent, or intermediary for labor or services; an employer, co-employer, joint employer, or representative of any Professional; or a guarantor or certifier of compliance, credentials, qualifications, suitability, or fitness for any purpose.

(c) Lorica does not supervise, direct, control, or manage Professionals, Users, or any services performed by or for Customer or third parties.

2.3 No Compliance or Legal Determinations

Customer acknowledges that:

(a) The Services may organize, display, or report on Customer Data (including information such as license dates, certifications, or insurance records), but Lorica does not determine whether Customer is in compliance with any law, regulation, or contractual obligation.

(b) Customer is responsible for all legal decisions, including whether to hire, fire or how to classify workers (e.g. as contractors vs. employees). All compliance determinations, legal interpretations, and risk management are the sole responsibility of the Customer, including decisions regarding hiring, engagement, classification, deployment, supervision, or termination of Professionals. Customer alone must insure that using this software and relying on the information it shows fits within Customer’s specific industry’s laws and regulations. Lorica does not determine whether any Customer, Professional, or activity is compliant with applicable laws, regulations, or contractual obligations.

(d) Terms of Service. Customer’s and its Users’ access to and use of the Services are also subject to Lorica’s standard Terms of Service (the “ToS”). Customer shall ensure that all Users comply with the ToS. In the event of any conflict between the ToS and this Agreement, the terms of this Agreement shall control.

2.4 Customer Control and Responsibility

Customer retains exclusive control and responsibility over: the accuracy, completeness, and legality of all Customer Data; verification, validation, and interpretation of credentials and records; all employment, contracting, classification, and supervision decisions; compliance with labor, licensing, insurance, tax, and regulatory requirements; and any actions taken based on information accessed through the Services.

Lorica has no obligation to review, audit, validate, or monitor Customer Data for accuracy or compliance, except as expressly stated in this Agreement.

2.5 No Reliance; No Third-Party Beneficiaries

Customer acknowledges that:

(a) The Services are provided for the Customer’s internal administrative and informational purposes only.

(b) Customer shall not represent to any third party, including Professionals, clients, regulators, or counterparties, that Lorica has verified compliance, credentials, or legal status.

(c) Nothing in this Agreement creates any third-party beneficiary rights for Professionals or any other third party.

2.6 Modifications to Services

Lorica may modify, update, enhance, or discontinue features or functionality of the Services from time to time in its discretion, provided that Lorica shall not materially reduce the overall functionality of the Services purchased under an active Order Form during the applicable Subscription Term. For clarity, changes to user interface, workflows, integrations, third-party components, or feature nomenclature shall not constitute a material reduction in functionality.

2.7 Reasonable Use

Customer shall use the Services in a commercially reasonable manner consistent with the intended purpose of the Services and the scope of the applicable Order Form. Lorica reserves the right to address materially excessive, abusive, or technically harmful usage patterns through good faith discussions with Customer and, if necessary, reasonable plan adjustments or technical safeguards.

3.1 Ownership of Customer Data

As between the Parties, Customer retains all rights, title, and interest in and to Customer Data. Except for the limited rights expressly granted under this Agreement, Lorica acquires no ownership interest in Customer Data.

Customer represents and warrants that it has obtained and will maintain all rights, consents, and authorizations necessary to provide Customer Data to Lorica and to permit Lorica to process Customer Data as contemplated by this Agreement.

3.2 License to Customer Data

Customer hereby grants to Lorica a non-exclusive, worldwide, royalty-free, sublicensable (through multiple tiers) license during the term of this Agreement to host, store, process, transmit, display, and otherwise use Customer Data solely as necessary to:

(a) provide, operate, maintain, secure, and improve the Services;

(b) comply with applicable law and lawful governmental requests; and

(c) generate Usage Data in accordance with Section 3.4.

Lorica shall not access or use Customer Data for any other purpose except as expressly permitted under this Agreement.

3.3 Data Security Program

3.3.1 Security Controls. Lorica shall maintain administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of Customer Data against unauthorized access, disclosure, or misuse. Such safeguards shall be consistent with industry-standard practices for software-as-a-service (SaaS) providers and aligned with the Trust Services Criteria applicable to SOC 2 (Security, Availability, and Confidentiality), taking into account the nature of the Services and the sensitivity of the Customer Data.

3.3.2 Shared Responsibility Model. Customer acknowledges that data security is subject to a shared responsibility model, under which: Lorica is responsible for securing the infrastructure, systems, and Services it operates; and Customer is responsible for: maintaining the confidentiality of its access credentials; managing User permissions and access controls; ensuring the accuracy and appropriateness of Customer Data; and configuring the Services in accordance with Customer’s internal policies and compliance requirements. Lorica shall have no responsibility for security incidents arising from Customer’s failure to comply with its responsibilities under this Agreement.

3.3.3 Compliance and Privacy Policy. Lorica’s processing of Customer Data shall at all times be subject to the terms of the Privacy Policy. In the event of any conflict between the terms of the Privacy Policy and this Agreement, the terms of this Agreement shall control, provided that the Privacy Policy shall uniquely govern Lorica’s processing of any personal data contained within Customer Data to the extent required by applicable data protection law.

3.4 Usage Data

Notwithstanding anything to the contrary, Lorica may collect, generate, and use Usage Data for purposes of operating, maintaining, securing, improving, and analyzing the Services, including for benchmarking, analytics, and product development.

Usage Data shall not identify Customer, Professionals, or any individual and shall not be used to reconstruct or re-identify Customer Data.

Lorica retains all right, title, and interest in and to Usage Data.

3.5 Confidential Information

3.5.1 Definition. “Confidential Information” means any non-public information disclosed by or on behalf of a party (“Disclosing Party”) to the other party (“Receiving Party”) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including: Customer Data and Professional Data; the Services, Documentation, and underlying technology; security measures, audit materials, and vulnerability information; and pricing, Order Forms, and business plans.

Confidential Information does not include information that the Receiving Party can demonstrate: (a) is or becomes publicly available without breach of this Agreement; (b) was lawfully known to the Receiving Party without restriction prior to disclosure; (c) is rightfully received from a third party without breach of any obligation; or (d) is independently developed without use of the Confidential Information.

3.5.2 Confidentiality Obligations. The Receiving Party shall: (a) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar sensitivity, but no less than reasonable care; and (c) not disclose Confidential Information to any third party except to its employees, contractors, and advisors who have a legitimate need to know and are bound by confidentiality obligations no less protective than those herein.

3.5.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information to the extent required by law, regulation, or court order, provided that, to the extent legally permitted, it gives the Disclosing Party prompt notice and cooperates in seeking confidential treatment or protective measures.

3.6 Security Incident Notification

In the event Lorica becomes aware of a Security Incident, Lorica shall notify Customer without undue delay and provide reasonable information regarding the nature of the Security Incident and the steps Lorica has taken to mitigate its effects.

Lorica’s notification obligations under this Section are procedural only and do not constitute an admission of fault, liability, or wrongdoing.

3.7 Data Retention and Deletion

During the term of this Agreement, Lorica shall retain Customer Data in accordance with the Services’ standard data retention practices.

Upon termination or expiration of this Agreement, Lorica shall, within a commercially reasonable period, delete or anonymize Customer Data from its production systems, except to the extent retention is required by law or for legitimate backup, archival, or audit purposes, subject to ongoing confidentiality obligations.

3.8 No Sensitive Data Unless Agreed

Customer shall not provide to Lorica any data subject to heightened regulatory requirements (including biometric identifiers, medical information, or protected health information) unless expressly agreed in writing by the Parties.

Lorica disclaims any responsibility for processing such data absent a written amendment to this Agreement.

4.1 Mutual Authority

Each party represents and warrants that: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation; (b) it has full power and authority to enter into and perform this Agreement; and (c) the execution and performance of this Agreement have been duly authorized and do not violate any other agreement to which it is a party.

4.2 Customer Warranties

Customer represents and warrants that: (a) it has all rights, permissions, consents, and legal bases necessary to submit Customer Data, including Professional Data, to Lorica and to permit Lorica’s processing of such data as contemplated by this Agreement; (b) its use of the Services and all Customer Data comply with all applicable laws, regulations, and contractual obligations, including those relating to labor, employment, licensing, insurance, privacy, and data protection; (c) it will not use the Services to make or support any representation to third parties that Lorica has verified compliance, credentials, qualifications, or legal status; and (d) it will not rely on the Services as a substitute for independent compliance, legal, regulatory, or professional judgment.

4.3 Limited Service Warranty

Lorica warrants that it will provide the Services in a commercially reasonable manner consistent with generally accepted industry standards applicable to SaaS providers offering similar services.

Customer’s sole and exclusive remedy for a breach of this warranty shall be for Lorica, at its option, to use commercially reasonable efforts to re-perform the affected Services or, if re-performance is not commercially practicable, to refund the fees paid by Customer for the affected portion of the Services during the period of material nonconformance.

4.4 Disclaimer of Implied Warranties

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES, DOCUMENTATION, AND ALL INFORMATION MADE AVAILABLE THROUGH THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LORICA DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

4.5 No Compliance, Accuracy, or Outcome Warranties

WITHOUT LIMITING THE FOREGOING, LORICA DOES NOT WARRANT OR REPRESENT THAT: (a) THE SERVICES WILL ENSURE OR RESULT IN COMPLIANCE WITH ANY LAW, REGULATION, OR INDUSTRY STANDARD; (b) ANY CUSTOMER DATA, PROFESSIONAL DATA, OR THIRD-PARTY INFORMATION IS ACCURATE, COMPLETE, CURRENT, OR VERIFIED; (c) THE SERVICES WILL IDENTIFY ALL COMPLIANCE ISSUES, RISKS, OR DEFICIENCIES; OR (d) USE OF THE SERVICES WILL PREVENT LEGAL, REGULATORY, FINANCIAL, OR OPERATIONAL RISK.

ALL DECISIONS MADE BY CUSTOMER BASED ON INFORMATION ACCESSED THROUGH THE SERVICES ARE MADE AT CUSTOMER’S SOLE DISCRETION AND RISK.

4.6 No Employment, Agency, or Marketplace Warranties

Customer acknowledges and agrees that Lorica makes no representations or warranties regarding: the employment status, classification, or legal relationship of any Professional; the suitability, qualifications, or performance of any Professional or third party; or the availability, selection, or engagement of personnel or vendors.

Nothing in this Agreement shall be construed as creating any employment, agency, partnership, joint venture, or fiduciary relationship involving Lorica.

4.7 No Reliance

Customer acknowledges that it has not relied on any representations or warranties not expressly set forth in this Agreement in entering into this Agreement or using the Services.

5.1 Customer Indemnification

Customer shall defend, indemnify, and hold harmless Lorica and its Affiliates, and each of their respective officers, directors, employees, contractors, and agents (each, a “Lorica Indemnitee”) from and against any and all claims, demands, actions, proceedings, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

(a) Customer Data, including any allegation that Customer Data infringes, misappropriates, or violates any intellectual property right, privacy right, or other right of any third party;

(b) Customer’s or any User’s use or misuse of the Services, including any actions taken or decisions made based on information accessed through the Services;

(c) Customer’s employment, contracting, classification, supervision, or engagement of any Professional, including any claims relating to wages, benefits, misclassification, joint employment, or labor law compliance;

(d) Customer’s failure to comply with applicable laws or regulations, including those relating to labor, licensing, insurance, data protection, privacy, or regulatory compliance; or

(e) Customer’s breach of this Agreement.

This Section 5.1 reflects a fundamental allocation of risk under this Agreement.

5.2 Intellectual Property Indemnification by Lorica

Lorica shall defend and indemnify Customer against any third-party claim alleging that the Services, as provided by Lorica and used by Customer in accordance with this Agreement, infringe a valid United States intellectual property right, and shall pay any damages finally awarded or agreed in settlement, provided that Customer: (a) promptly notifies Lorica in writing of the claim; (b) grants Lorica sole control over the defense and settlement of the claim; and (c) provides reasonable cooperation at Lorica’s expense.

5.3 Exclusions from Lorica Indemnity

Lorica shall have no obligation under Section 5.2 to the extent the claim arises from: (a) Customer Data or any materials provided by or on behalf of Customer; (b) use of the Services in combination with products, services, or systems not provided by Lorica, where the claim would not have arisen but for such combination; (c) use of the Services other than in accordance with the Documentation or this Agreement; (d) any modification of the Services not made or authorized by Lorica; or (e) any third-party software, open-source components, or services.

5.4 Mitigation and Remedies

If the Services become, or in Lorica’s reasonable opinion are likely to become, the subject of an infringement claim, Lorica may, at its option and expense: (a) procure the right for Customer to continue using the Services; (b) modify or replace the Services to make them non-infringing without materially reducing functionality; or (c) terminate the affected Services and refund the prepaid fees for the unused portion of the applicable subscription term.

The foregoing states Customer’s sole and exclusive remedy for any claim of intellectual property infringement relating to the Services.

5.5 Indemnification Procedure

The indemnified party shall: (a) promptly notify the indemnifying party in writing of any claim subject to indemnification (provided that failure to give prompt notice shall not relieve the indemnifying party of its obligations except to the extent materially prejudiced); (b) allow the indemnifying party sole control of the defense and settlement of the claim, except that the indemnifying party may not settle any claim in a manner that imposes non-monetary obligations or admits liability on the indemnified party without its prior written consent; and (c) provide reasonable cooperation in connection with the defense and settlement, at the indemnifying party’s expense.

5.6 Survival

The indemnification obligations set forth in this Section 5 shall survive any termination or expiration of this Agreement.

6.1 Exclusion of Certain Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LORICA OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, DATA, OR GOODWILL, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY, EVEN IF LORICA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

This exclusion applies regardless of whether such damages arise from: use or inability to use the Services; errors, omissions, or inaccuracies in Customer Data or Professional Data; compliance failures, regulatory actions, or employment-related claims; or decisions made by Customer based on information accessed through the Services.

6.2 Aggregate Liability Cap

EXCEPT FOR EXCLUDED CLAIMS SET FORTH IN SECTION 6.3, THE TOTAL AGGREGATE LIABILITY OF LORICA AND ITS AFFILIATES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO LORICA UNDER THE APPLICABLE ORDER FORM DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

For clarity: This cap applies in the aggregate, not per incident. Multiple claims shall not enlarge this cap. This limitation applies regardless of the theory of liability.

6.3 Excluded Claims

The limitations set forth in Sections 6.1 and 6.2 shall not apply to: (a) Customer’s indemnification obligations under Section 5.1; (b) Customer’s breach of confidentiality obligations under Section 3.5; or (c) Customer’s infringement or misappropriation of Lorica’s intellectual property rights.

No other claims or categories of damages are excluded from these limitations.

6.4 Allocation of Risk

The Parties acknowledge and agree that: (a) the fees paid under this Agreement reflect the allocation of risk set forth herein; (b) Lorica would not have entered into this Agreement without these limitations of liability; and (c) these limitations apply even if any limited remedy fails of its essential purpose.

6.5 Essential Purpose

The limitations and exclusions of liability in this Agreement are fundamental elements of the basis of the bargain between the Parties and shall apply notwithstanding any failure of the essential purpose of any limited remedy.

7.1 Term of Agreement

This Agreement shall commence on the Effective Date and shall remain in effect until terminated in accordance with this Section 7.

Each Order Form shall have a Subscription Term as specified therein. Unless otherwise stated in the applicable Order Form, Subscription Terms shall automatically renew for successive periods equal to the initial Subscription Term unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term.

7.2 Termination for Convenience

Except as expressly provided in this Agreement or an applicable Order Form, neither party may terminate this Agreement or an Order Form for convenience during an active Subscription Term. Either party may elect not to renew by providing written notice at least thirty (30) days prior to the end of the then-current Subscription Term.

7.3 Termination for Cause

Either party may terminate this Agreement or an applicable Order Form upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice describing the breach in reasonable detail.

Lorica may terminate this Agreement or an applicable Order Form immediately upon written notice if Customer: (a) materially violates Section 2 (Scope of Services), Section 3 (Data, Security, and Confidentiality), or Section 4.2 (Customer Warranties); (b) uses the Services in a manner that materially threatens the security, integrity, or availability of the Services; or (c) fails to pay undisputed fees when due and does not cure such failure within fifteen (15) days after written notice.

7.4 Effect of Termination

Upon termination or expiration of this Agreement or any Order Form: (a) all rights granted to Customer under this Agreement shall immediately cease with respect to the terminated Services; (b) Customer shall promptly discontinue all use of the terminated Services; (c) any unpaid fees accrued as of the effective date of termination shall become immediately due and payable; and (d) Sections 3 (Data, Security, and Confidentiality), 4 (Warranties and Disclaimers), 5 (Indemnification), 6 (Limitation of Liability), 7.4 (Effect of Termination), and any provisions which by their nature should survive shall survive termination or expiration.

7.5 Suspension in Lieu of Termination

Without limiting its termination rights, Lorica may temporarily suspend Customer’s access to the Services if Lorica reasonably determines that: (a) Customer’s use of the Services poses a security risk to the Services or to other customers; (b) Customer is in material violation of this Agreement; or (c) suspension is required by applicable law or a governmental authority.

Lorica shall use commercially reasonable efforts to provide notice of any such suspension and to restore access promptly following resolution of the underlying issue.

8.1 Fees

Customer shall pay all fees specified in each applicable Order Form (the “Fees”) in accordance with the terms of this Agreement and the applicable Order Form.

Fees are based solely on the Services and usage parameters expressly set forth in the applicable Order Form and do not include taxes, duties, or governmental assessments.

Except as expressly stated in an Order Form, all Fees are non-refundable and non-cancellable once incurred.

8.2 Payment Terms

Unless otherwise specified in an Order Form, all invoices shall be due and payable within fifteen (15) days from the invoice date.

Lorica may invoice Fees: in advance, in arrears, or on a recurring basis, as specified in the applicable Order Form; and electronically.

Customer shall pay all undisputed amounts without offset, deduction, or withholding.

8.3 Taxes

Fees are exclusive of all sales, use, value-added, withholding, or similar taxes, whether domestic or foreign, imposed by any governmental authority, excluding taxes based on Lorica’s net income.

Customer shall be responsible for all such taxes arising from this Agreement or the Services, except to the extent Customer provides a valid tax exemption certificate.

8.4 Late Payments

Any undisputed amounts not paid when due may accrue interest at the lesser of: (a) one and one-half percent (1.5%) per month, or (b) the maximum rate permitted by applicable law, from the due date until paid.

Customer shall be responsible for all reasonable costs of collection incurred by Lorica in connection with overdue amounts, including attorneys’ fees and collection agency fees, to the extent permitted by law.

8.5 Suspension for Non-Payment

Without limiting any other rights or remedies, Lorica may suspend Customer’s access to the Services upon written notice if Customer fails to pay undisputed Fees within ten (10) days after receipt of notice of delinquency.

Lorica shall have no obligation to provide Services during any period of suspension, and suspension shall not relieve Customer of its obligation to pay all outstanding Fees.

8.6 Credits and Billing Periods

If the applicable Order Form provides for capacity-based pricing using Credits:

(a) Credit Renewal. Credits renew at the beginning of each Billing Period and expire at the end of that Billing Period unless otherwise expressly stated in the applicable Order Form. Unused Credits do not roll over to subsequent Billing Periods unless expressly agreed in writing.

(b) Credit Allocation Rules. Lorica may modify how Credits are allocated across profile types, modules, or functionality from time to time. Such modifications shall apply prospectively and shall not retroactively reduce the total number of Credits included in an active Subscription Term. Lorica shall not materially reduce the overall functionality of the Services purchased during an active Subscription Term solely through modification of Credit allocation rules.

(c) No Vested Ratio Rights. Customer acknowledges that Credits are a unit of capacity and do not guarantee any fixed ratio of Credits to specific profile types, features, or functionality unless expressly stated in the applicable Order Form.

8.7 Fee Changes

Lorica may modify its standard pricing or fee structure upon written notice to Customer, provided that such changes shall not take effect until the commencement of a new Subscription Term or renewal period, unless otherwise agreed in writing.

Any customized or negotiated pricing set forth in an applicable Order Form shall remain in effect for the duration of the applicable Subscription Term.

8.8 Pilot Services

If Customer is granted access to the Services on a pilot, evaluation, or trial basis, such Pilot Services: (a) shall be governed by this Agreement and a pilot-specific Order Form or addendum; all terms of this Agreement and a Pilot-specific Order Form shall be incorporated and shall apply to Pilot Services; (b) may be provided on a paid or unpaid basis, as specified in the applicable Order Form; (c) are provided on a fixed-term production basis during the Pilot Term and are subject to all terms, limitations, and disclaimers set forth in this Agreement; (d) shall not include service level commitments or uptime guarantees; and (e) shall automatically expire at the end of the pilot period unless the Parties execute a subsequent Order Form prior to expiration.

Unless expressly stated in the applicable Order Form, Pilot Services do not automatically renew and do not convert to paid Services.

8.9 No Contingent Fees

Fees under this Agreement are not contingent on Customer’s use of the Services for any particular purpose, the achievement of any outcome, or Customer’s regulatory or compliance status.

9.1 Governing Law

This 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.

9.2 Venue; Jurisdiction

The Parties irrevocably agree that any legal action or proceeding arising out of or relating to this Agreement or the Services shall be brought exclusively in the state or federal courts located within the State of Delaware, and the Parties hereby consent to the personal jurisdiction and venue of such courts.

Each Party waives any objection to such courts on the grounds of inconvenient forum or lack of jurisdiction.

10.1 Independent Contractors

The Parties are independent contractors, and nothing in this Agreement shall be deemed to create any partnership, joint venture, agency, fiduciary, or employment relationship between the Parties.

10.2 Assignment

Customer may not assign or transfer this Agreement, in whole or in part, without Lorica’s prior written consent, which shall not be unreasonably withheld.

Lorica may assign this Agreement without Customer’s consent.

Any attempted assignment in violation of this Section shall be null and void.

10.3 Force Majeure

Neither party shall be liable for any failure or delay in performance under this Agreement (other than payment obligations) due to events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, governmental actions, or failures of utilities or telecommunications networks.

10.4 Notices

All notices under this Agreement shall be in writing and shall be deemed given when delivered by personal delivery, nationally recognized overnight courier, or email to the address specified in the applicable Order Form or otherwise designated in writing by the Parties.

Email notices shall be deemed received on the next business day following transmission, provided no delivery failure notice is received.

10.5 Entire Agreement and Order of Preference

This Agreement, together with all applicable Order Forms and incorporated schedules or addenda, constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior or contemporaneous agreements, proposals, or representations, whether written or oral.

In the event of any conflict or inconsistency among the documents that constitute the Agreement, the following order of precedence shall apply: This Master Services Agreement (the “MSA”); The applicable Order Form (including any unique business terms); The Privacy Policy (specifically regarding the processing of personal data); The Terms of Service (the “ToS”); and Any other exhibits or schedules attached hereto.

10.6 Amendments; Waivers

Any amendment to this Agreement must be in writing and signed by authorized representatives of both Parties.

No waiver of any breach or default shall be deemed a waiver of any subsequent breach or default. A waiver shall be effective only if made in writing and signed by the waiving party.

10.7 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it enforceable.

10.8 Interpretation

Headings are for convenience only and shall not affect the interpretation of this Agreement.

This Agreement shall not be construed against either party as the drafter.

10.9 Counterparts; Electronic Execution

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument.

Electronic signatures and electronically transmitted copies (including PDF or similar format) shall be deemed valid and binding.