Please read these Terms of Service(these “Terms”) carefully. These Terms govern Prefix’s provision of software and services, and Customer’s (as defined below) use thereof, as set forth in anOrder Form (as defined below) executed between Prefix Maintenance, Inc.(“Prefix” or “we”) and Customer (as defined below). TOGETHER, THESE TERMS ANDANY ORDER FORM(S) CONSTITUTE THE “AGREEMENT.” THE AGREEMENT IS EFFECTIVE AS OFTHE ORDER FORM EFFECTIVE DATE (AS DEFINED AND SET FORTH IN THE INITIAL ORDER FORM). CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN SHALL HAVE THE MEANINGS GIVEN TO THEM IN THE ORDER FORM.BY EXECUTING AN ORDER FORM THAT INCORPORATES THESE TERMS BY REFERENCE AND/OR OTHERWISE USING THE SERVICES, THE INDIVIDUAL OR ENTITY OBTAINING THE RIGHT TO ACCESS SUCH SERVICES (“CUSTOMER” or “YOU”) IS AGREEING TO BE BOUND BY AND IS A PARTY TO THIS AGREEMENT. IF THE INDIVIDUAL SIGNING THE ORDER FORM FOR CUSTOMER IS SIGNING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TOBIND THAT COMPANY OR OTHER LEGAL ENTITY. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.CERTAIN ASPECTS OF THE SERVICES ARE PROVIDED WITH OR OTHERWISE COMPATIBLE WITH CERTAIN SERVICES OWNED OR CONTROLLED BY THIRD PARTIES. YOUR USE OF THOSE THIRD-PARTY SERVICES WILL BE GOVERNED BY THOSE LICENSES.  TO THE EXTENT THERE IS ANY CONFLICT BETWEEN THIS AGREEMENT AND SUCH LICENSES, THE LICENSES SHALL GOVERN. YOU MAY NOT ACCESS THE SERVICES IF YOU ARE A DIRECT COMPETITOR OF PREFIX, EXCEPT WITH PREFIX‘S PRIOR WRITTEN CONSENT. IN ADDITION,YOU MAY NOT ACCESS THE SERVICES FOR PURPOSES OF MONITORING THEIR AVAILABILITY, PERFORMANCE OR FUNCTIONALITY, OR FOR ANY OTHER BENCHMARKING OR COMPETITIVE PURPOSES.

1.DEFINITIONS. Capitalized terms will have the meanings set forth in this section, or in the section where they are first used.
“Access Protocols” means the passwords, access codes, technical specifications, connectivity standards or protocols, or other relevant procedures, as may be necessary to allow Customer or any Authorized Users to access the Prefix Solution.“Applicable Data Protection Laws” means any applicable US state laws, regulations, orders, or judgments issued by a governmental authority that govern the privacy, security, confidentiality, protection, Processing or transfer of Personal Data.
“Authorized User” means each of Customer’s employees, agents, and independent contractors who are authorized to access the Prefix Solution pursuant to Customer’s rights under this Agreement.
“Customer Content” means any content and information provided or submitted by, or on behalf of, Customer or its Authorized Users for use with the Services.
‍“Documentation” means the technical materials provided by Prefix to Customer, if any, in hard copy or electronic form describing the use and operation of the Prefix Solution.
“Intellectual Property Rights” means any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; and (f) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world.“Licensed Material” means results, reports, materials and documentation made available to Customer aspart of the Services.
“Order Form” means the invoice prepared by Prefix, which provides a description of the work to be undertaken the price to complete same.
“Personal Data” means any Customer Content, whether in electronic or paper-based form that constitutes “personal data,” “personal information,”or “personally identifiable information” or similar information governed byApplicable Data Protection Laws. For clarity, Personal Data does not include information pertaining to Customer’s business contacts and/or representatives who are Customer personnel where Prefix has determined what information to collect and for what purposes.
“Prefix Solution” means the software-as-a-service application identified in any Order Form that allows Authorized Users to access certain features and functions through a web interface or mobile application.
“Processing” (including “Process”, “Processes”, “Processed”, and other variants of the term) means any operation or set of operations that is performed upon Personal Data, whether or not by automatic means, such as collection, collation, recording, organization, storage, adaptation or alteration, retrieval, consultation, analysis, interpretation, compilation, aggregation, use, disclosure by transmission, dissemination, viewing, copying, deleting, or otherwise making available, alignment or combination, blocking or erasure, or destruction.
“Professional Services” means professional services provided byPrefix to Customer as described in any Order Form, including services relating to the Prefix Solution and support, implementation, training, and on-boarding thereof.
“Services” means any services provided by Prefix to Customer under this Agreement as set forth in an Order Form, including, but not limited to, provision of the Prefix Solution and Professional Services.
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2. PROVISION OF SERVICES.
2.1 Access. Subject to Customer’s payment of the fees set forth in theOrder Form (“Fees”), Prefix will provide Customer with access to the PrefixSolution via a web browser. On or as soon as reasonably practicable after theCommencement Date, Prefix will provide to Customer the necessary passwords, security protocols and policies and network links or connections and AccessProtocols to allow Customer and its Authorized Users to access the PrefixSolution in accordance with the Access Protocols; provided that nothing herein will be construed to require Prefix to provide, or bear any responsibility with respect to, any telecommunications or computer network hardware required byCustomer or any Authorized User to access the Prefix Solution from theInternet.
2.2 Support Services. Subject to the terms and conditions of this Agreement,Prefix will exercise commercially reasonable efforts to (a) provide support for the use of the Prefix Solution to Customer, and (b) keep the Prefix Solution operational and available to Customer, in each case in accordance with its then-current standard policies and procedures.

3. INTELLECTUAL PROPERTY.
3.1 License Grant. Subject to the terms and conditions of this Agreement,Prefix grants to Customer a non-exclusive, non-transferable (except as permitted under Section 13.5 (No Assignment)) license during the Term (as defined below), solely for Customer’s internal business purposes and in accordance with the limitations (if any) set forth in the Order Form, (a) to access and use thePrefix Solution and in accordance with the Documentation; and (b) to use and reproduce a reasonable number of copies of the Documentation solely to supportCustomer’s use of the Prefix Solution. Customer may permit any Authorized Users to access and use the features and functions of the Prefix Solution as contemplated by this Agreement; provided Customer will be solely responsible for all acts or omissions of its Authorized Users with respect to the use of the Prefix Solution.
3.2 Restrictions. Customer will not, and will not permit any Authorized User or other party to: (a) allow any third party to access the Prefix Solution,Licensed Material or Documentation, except as expressly allowed herein; (b)modify, adapt, alter or translate the Prefix Solution, Licensed Material orDocumentation; (c) sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of the Prefix Solution or Documentation for the benefit of any unauthorized third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Prefix Solution, except as permitted by law; (e) interfere in any manner with the operation of the Prefix Solution or the hardware and network used to operate the Prefix Solution; (f) modify, copy or make derivative works based on any part of the Prefix Solution or Documentation; (g)access or use the Prefix Solution to build a similar or competitive product or service; (h) attempt to access the Prefix Solution through any unapproved interface; or (i) otherwise use the Prefix Solution, Licensed Material, orDocumentation in any manner that exceeds the scope of use permitted underSection 3 (License Grant) or in a manner inconsistent with applicable law(including, without limitation, Applicable Data Protection Laws), theDocumentation, or this Agreement. Customer will not remove, alter, or obscure any proprietary notices (including copyright and trademark notices) of Prefix or its licensors on the Licensed Material or any copies thereof.
3.3 Ownership. The Prefix Solution, Licensed Materials and Documentation, and all enhancements and improvements thereto, and worldwide Intellectual PropertyRights in each of the foregoing, are the exclusive property of Prefix and its suppliers. All rights in and to the Prefix Solution and Documentation not expressly granted to Customer in this Agreement are reserved by Prefix and its suppliers. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Customer regarding the Prefix Solution,Documentation, or any part thereof.
3.4 License to Licensed Material. Subject to the terms and conditions of thisAgreement, Prefix grants Customer a perpetual, royalty-free, fully-paid, nonexclusive, non-transferable (except as permitted under Section 13.5 (NoAssignment)), non-sublicensable license to use the Licensed Material solely forCustomer’s internal business purposes.
3.5 Open Source Software. Certain items of software may be provided to Customer with the Prefix Solution and are subject to “open source” or “free software”licenses (“Open Source Software”). Some of the Open Source Software is owned by third parties. The Open Source Software is not subject to the terms and conditions of Sections 3.3 (Ownership) or 11 (Indemnification). Instead, each item of Open Source Software is licensed under the terms of the end-user license that accompanies such Open Source Software. Nothing in this Agreement limits Customer’s rights under, or grants Customer rights that supersede, the terms and conditions of any applicable end user license for the Open SourceSoftware. If required by any license for particular Open Source Software,Prefix makes such Open Source Software, and Prefix’s modifications to that OpenSource Software, available by written request at the notice address specified below.
3.6 Feedback. Customer hereby grants to Prefix a royalty-free, worldwide, transferable, sub licensable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by Customer, including AuthorizedUsers, relating to the Services. Prefix will not identify Customer as the source of any such feedback.

4. FEES AND EXPENSES; PAYMENTS.
4.1 Fees. In consideration for the access rights granted to Customer andthe Services performed by Prefix under this Agreement, Customer will pay toPrefix the Fees. Except as otherwise provided in the Order Form, all Fees arebilled monthly and due and payable within thirty (30) days of the date of theinvoice. Prefix will be reimbursed only for expenses that are expresslyprovided for in an Order Form or that have been approved in advance in writingby Customer, provided Prefix has furnished such documentation for authorized expensesas Customer may reasonably request. Prefix reserves the right (in addition toany other rights or remedies Prefix may have) to discontinue the PrefixSolution and suspend all Authorized Users’ and Customer’s access to theServices if any Fees are more than thirty (30) days overdue until such amountsare paid in full. Customer will maintain complete, accurate and up-to-dateCustomer billing and contact information at all times. Except as provided in anOrder Form, fees are not refundable.
4.2 Payment Processing. From time to time Prefix may use certain third parties to provide payment services (e.g., card acceptance, merchant settlement and related services) (“Payment Processors”). By selecting certain billing and/or payments features, Customer agrees to comply with the terms and conditions and policies of the Payment Processors used by Prefix, and hereby consents and authorizes Prefix to share any information and payment instructions provided herein with Payment Processors to the minimum extent required to completeCustomer’s transactions hereunder.
4.3 Taxes. The Fees are exclusive of all applicable sales, use, value-added and other taxes, and all applicable duties, tariffs, assessments, export and import fees, or other similar charges, and Customer will be responsible for payment of all such taxes (other than taxes based on Prefix’s income), fees, duties, and charges and any related penalties and interest, arising from the payment of the fees, the provision of the Services, or the license of the Prefix Solution toCustomer. Customer will make all payments of Fees to Prefix free and clear of, and without reduction for, any withholding taxes; any such taxes imposed on payments of Fees to Prefix will be Customer’s sole responsibility, and Customer will provide Prefix with official receipts issued by the appropriate taxing authority, or such other evidence as the Prefix may reasonably request, to establish that such taxes have been paid.
4.4 Interest. Any amounts not paid when due will bear interest at the lesser of(a) ten percent (10.0%) per annum, or (b) the maximum legal rate permitted bylaw, from the due date until paid.

5. CUSTOMER CONTENT AND RESPONSIBILITIES.
5.1 License; Ownership. Customer is solely responsible for any and all obligations with respect to the accuracy, quality and legality of CustomerContent. Customer will obtain all third party licenses, consents and permissions needed for Prefix to collect, access, use, and otherwise Process the Customer Content to provide the Services. Without limiting the foregoing,Customer will be solely responsible for providing all notices to, and obtaining from, third parties, including, without limitations its customers, all necessary rights and consents for Prefix to use the Customer Content for the purposes set forth in this Agreement (including, without limitation, all notices and consents required under Applicable Data Protection Laws). Customer grants Prefix a non-exclusive, worldwide, royalty-free and fully paid license during the Term (a) to use the Customer Content as necessary for purposes of providing and improving the Services, (b) to use the Customer trademarks, service marks, and logos as required to provide the Services, or, with prior consent, in promotional materials marketing websites and the like, and (c)derive aggregated, de-identified and/or anonymized data from Customer Content(“Derived Data”). Prefix will be the sole owner of all such Derived Data and will have the right to use such Derived Data for any lawful business purpose.The Customer Content, and all worldwide Intellectual Property Rights in it, is the exclusive property of Customer. All rights in and to the Customer Content not expressly granted to Prefix in this Agreement are reserved by Customer.
5.2 Customer Warranty. Customer represents and warrants that any CustomerContent will not (a) infringe any copyright, trademark, or patent; (b)misappropriate any trade secret; (c) be deceptive, defamatory, obscene, pornographic or unlawful; (d) contain any viruses, worms or other malicious computer programming codes intended to damage Prefix’s system or data; and (e)otherwise violate the rights of a third party. Prefix is not obligated to back up any Customer Content; the Customer is solely responsible for creating backup copies of any Customer Content at Customer’s sole cost and expense. Customer agrees that any use of the Prefix Solution contrary to or in violation of there presentations and warranties of Customer in this Section 5.2 CustomerWarranty) constitutes unauthorized and improper use of the Prefix Solution.
5.3 Customer Responsibility for Data and Security. Customer and its AuthorizedUsers will have access to the Customer Content and will be responsible for all changes to and/or deletions of Customer Content and the security of all passwords and other Access Protocols required in order the access the PrefixSolution. Customer will have the ability to export its own Customer Content out of the Prefix Solution and is encouraged to make its own back-ups of theCustomer Content. Customer will have the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all CustomerContent.
5.4 Customer Responsibility for Operating its Own Business. Customer acknowledges that it, and not Prefix, is responsible for operating Customer’s own business, including with respect to obtaining all licenses, permits and other governmental registrations to enable its use of the Services. The PrefixSolution is not intended to be used as advice as to whether to engage in any particular transaction.

6. PROFESSIONAL SERVICES.
6.1 Where the parties have agreed to Prefix’s provision of ProfessionalServices, the details of such Professional Services will be set out in an OrderForm. The Order Form will include: (a) a description of the ProfessionalServices; (b) the schedule for the performance of the Professional Services; and (c) the Fees applicable for the performance of the Professional Services.Each Order Form will incorporate the terms and conditions of this Agreement. To the extent that a conflict arises between the terms and conditions of an OrderForm and the terms of this Agreement, the terms and conditions of thisAgreement will govern, except to the extent that the Order Form expressly states that it supersedes specific language in the Agreement.

7. DATA SECURITY; PRIVACY.
7.1 Data Security. During the Term, Prefix will maintain commerciallyreasonable safeguards and procedures designed to prevent the unauthorized useor disclosure of Personal Data (“Data Safeguards”). During the Term, Prefixwill maintain commercially reasonable physical, administrative and technicalsecurity measures designed to maintain the availability, integrity andconfidentiality of Personal Data.
7.2 Privacy. Without limiting Customer’s obligations under Sections 2(Provision of Services), and 2.1 (Intellectual Property), each party shall comply with all Applicable Data Protection Laws in the performance of the irrespective obligations under this Agreement with respect to the Processing ofPersonal Data. The sale, retention, use or disclosure of Personal Data shall be governed by this Agreement and, as applicable, Prefix’s Privacy Policy, as in effect from time to time, and located at http://useprefix.com/privacy.
7.3 General Terms and Conditions. The parties expressly acknowledge and agree that this Order Form, appendices attached, and any amendments hereto signed by the parties, is subject to and conditioned upon Customer’s agreement to the terms and conditions of that certain Master Services Agreement General Terms and Conditions (the “Agreement”) appearing at: http://useprefix.com/terms. By signing below, Customer expressly acknowledges and agrees that it has reviewed the Agreement and agrees to be bound by the terms and conditions contained therein. Customer further acknowledges and agrees that by signing below, the person signing this Order Form has the authority to execute this Order Form on behalf of Customer. This Order Form may not be amended or modified, except in a writing signed by both Parties.

8. DISCLAIMER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,THE SERVICES, LICENSED MATERIAL AND DOCUMENTATION ARE PROVIDED “AS IS,” WITHOUT ANY CONDITION OR WARRANTY WHATSOEVER. THE ENTIRE RISK ASSOCIATED WITH THE USEOF THE SERVICES RESIDES WITH CUSTOMER. PREFIX EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY,INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT,NON-INTERFERENCE AND/OR QUIET ENJOYMENT, SYSTEM INTEGRATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND DATA ACCURACY. PREFIX DOES NOT WARRANT THAT OPERATION OF THE PREFIX SOLUTION WILL BE UNINTERRUPTED OR ERROR-FREE.

9. LIMITATION OF LIABILITY
9.1 Types of Damages. IN NO EVENT WILL PREFIX BE LIABLE TO CUSTOMER FORANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES,REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. 9.2 Amount of Damages. THE MAXIMUM LIABILITY PREFIX WILL BE LIABLE FOR ARISING OUT OF OR IN ANY WAY CONNECTED TOTHIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY CUSTOMER TO PREFIX DURING THE TWELVE (12) MONTHS PRECEDING THE ACT, OMISSION OR OCCURRENCE GIVING RISE TOSUCH LIABILITY. IN NO EVENT WILL PREFIX’S SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT. 9.3 Basis of the Bargain. The parties agree that the limitations of liability set forth in this Section 9 (Limitation of Liability) will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The parties acknowledge that the prices have been set and the Agreement entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties.

10. CONFIDENTIALITY.
10.1 Confidential Information. “Confidential Information” means any nonpublic information of a party (the “Disclosing Party”), whether disclosed orally or in written or digital media, that is identified as “confidential” or with a similar legend at the time of such disclosure or that the receiving party (the “Receiving Party”) knows or should have known is the confidential or proprietary information of the Disclosing Party. The Services, Documentation, and all enhancements and improvements thereto will be considered ConfidentialInformation of Prefix.
10.2 Protection of Confidential Information. The Receiving Party agrees that it will not use or disclose to any third party any Confidential Information of theDisclosing Party, except as expressly permitted under this Agreement. TheReceiving Party will limit access to the Confidential Information to AuthorizedUsers (with respect to Customer) or to those employees who have a need to know, who have confidentiality obligations no less restrictive than those set forth herein, and who have been informed of the confidential nature of such information (with respect to Prefix). In addition, the Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own proprietary information of a similar nature, but in no event with less than reasonable care. At the Disclosing Party’s request or upon termination or expiration of this Agreement, the Receiving Party will return to the Disclosing Party or destroy (or permanently erase in the case of electronic files) all copies of the Confidential Information that the Receiving Party does not have a continuing right to use under this Agreement, and the Receiving Party will, upon request, certify to the Disclosing Party its compliance with this sentence.
10.3 Exceptions. The confidentiality obligations set forth in Section 10.2(Protection of Confidential Information) will not apply to any information that(a) is at the time of disclosure or becomes generally available to the public through no fault of the Receiving Party; (b) is lawfully provided to theReceiving Party by a third party free of any confidentiality duties or obligations; (c) was already known to the Receiving Party at the time of disclosure free of any confidentiality duties or obligations; or (d) the Receiving Party can demonstrate, by clear and convincing evidence, was independently developed by employees and contractors of the Receiving Party who had no access to theConfidential Information. In addition, the Receiving Party may discloseConfidential Information to the extent that such disclosure is necessary for the Receiving Party to enforce its rights under this Agreement or is required by law or by the order of a court or similar judicial or administrative body, provided that (to the extent legally permissible) the Receiving Party promptly notifies the Disclosing Party in writing of such required disclosure and cooperates with the Disclosing Party if the Disclosing Party seeks an appropriate protective order.

11.INDEMNIFICATION.
11.1 By Prefix. Prefix will defend at its expense any suit brought againstCustomer, and will pay any settlement Prefix makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim by any third party alleging that the Prefix infringes such third party’s patents, copyrights or trade secret rights under applicable laws of any jurisdiction within the United States of America. If any portion of the Prefix Solution becomes, or in the opinion of Prefix is likely to become, the subject of a claim of infringement, Prefix may, at the option of Prefix: (a) procure forCustomer the right to continue using the Prefix Solution; (b) replace thePrefix Solution with non-infringing software or services which do not materially impair the functionality of the Prefix Solution; (c) modify thePrefix Solution so that it becomes non-infringing; or (d) terminate thisAgreement and refund any unused prepaid Fees for the remainder of the term then in effect, and upon such termination, Customer will immediately cease all use of the Prefix Solution and Documentation. Notwithstanding the foregoing, Prefix will have no obligation under this section or otherwise with respect to any infringement claim based upon (i) any use of the Prefix Solution not in accordance with this Agreement or as specified in the Documentation; (ii) any use of the Prefix Solution in combination with other products, equipment, software or data not supplied by Prefix; or (iii) any modification of thePrefix Solution by any person other than Prefix or its authorized agents(collectively, the “Exclusions” and each, an “Exclusion”). This section states the sole and exclusive remedy of Customer and the entire liability of Prefix, or any of the officers, directors, employees, shareholders, contractors or representatives of the foregoing, for infringement claims and actions.
11.2 By Customer. Customer will defend at its expense any suit brought againstPrefix, and will pay any damages pursuant to a settlement or finally awarded in such suit, insofar as such suit is based on a claim arising out of or relating to (a) an Exclusion, (b) Customer’s breach or alleged breach of Sections 5.2(Customer Warranty) or 14.6 (Compliance with Law); or (c) claims for bodily injury or damage to physical property, to the extent (i) alleged to be caused by Customer’s or any other party’s use of the Prefix Solution; or (ii) caused by the acts or omissions of Customer, its employees, officers or agents. This section states the sole and exclusive remedy of Prefix and the entire liability of Customer, or any of the officers, directors, employees, shareholders, contractors or representatives of the foregoing, for the claims and actions described herein.
11.3 Procedure. The indemnifying party’s obligations as set forth above are expressly conditioned upon each of the foregoing: (a) the indemnified party will promptly notify the indemnifying party in writing of any threatened or actual claim or suit; (b) the indemnifying party will have sole control of the defense or settlement of any claim or suit; and (c) the indemnified party will cooperate with the indemnifying party to facilitate the settlement or defense of any claim or suit.

12. TERM AND TERMINATION.
12.1 Term. This Agreement will begin on the Order Form Effective Date and continue in full force and effect as long as any Order Form remains in effect, unless earlier terminated in accordance with this Agreement (the “Term”).Unless otherwise stated in the applicable Order Form, the term of an Order Form will begin on the Commencement Date set forth in the Order Form and continue in full force and effect for one (1) year, unless earlier terminated in accordance with this Agreement. Thereafter, the Order Form will automatically renew for additional terms of one (1) year unless either party gives written notice of non-renewal to the other party at least sixty (60) days prior to the expiration of the then-current term.
12.2 Termination for Breach. Either party may terminate this Agreementimmediately upon notice to the other party if the other party materiallybreaches this Agreement, and such breach remains uncured more than thirty (30)days after receipt of written notice of such breach.
12.3 Effect of Termination. Upon termination or expiration of this Agreementfor any reason: (a) all licenses granted hereunder will immediately terminate;(b) promptly after the effective date of termination or expiration, each partywill continue to comply with the obligations to return all ConfidentialInformation of the other party, as set forth in Section 10 (Confidentiality);and (c) any amounts owed to Prefix under this Agreement will become immediatelydue and payable. Sections 1 (Definitions), 3.2 (Restrictions), 3.3 (Ownership),3.5 (Open Source Software), 4 (Fees and Expenses; Payments), 8 (Disclaimer), 9(Limitation of Liability), 10 (Confidentiality), 11 (Indemnification), 12.2(Termination for Breach), 12.3 (Effect of Termination), and 13 (Miscellaneous)will survive expiration or termination of this Agreement for any reason.
12.4 Data Extraction. For twenty (20) days after the end of the Term, as applicable, Prefix will make Customer Content available to Customer through thePrefix Solution on a limited basis solely for purposes of Customer retrievingCustomer Content, unless Prefix is instructed by Customer to delete such data before that period expires. After such period, Prefix will discontinue all use of Customer Content and destroy all copies of Customer Content in its possession.

13. MISCELLANEOUS.
13.1 Governing Law and Venue. This Agreement shall be governed by the laws of the State of Delaware, without regard for its conflict of laws provisions. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this Agreement, shall be determined by arbitration in Dover, Delaware before one (1)arbitrator. The arbitration shall be administered by the American ArbitrationAssociation (“AAA”) in accordance with its Commercial Arbitration Rules then in effect. Judgement on the award may be entered in any court having jurisdiction. This clause shall not preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The parties agree to keep the fact of any dispute, arbitration, the results thereof, and all information related thereto confidential and shall not disclose such information to third-parties other than as required by law.Notwithstanding the foregoing, the parties shall attempt to resolve any such dispute, claim or controversy directly with one another prior to submission to the AAA.  The prevailing party shall been titled to reasonable attorney’s fees, expert witness fees and costs in addition to any other relief afforded bylaw.
13.2 Export. Customer agrees not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Prefix, or any products utilizing such data, in violation of the United States export laws or regulations.
13.3 Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted bylaw.
13.4 Waiver. Any waiver or failure to enforce any provision of this Agreementon one occasion will not be deemed a waiver of any other provision or of suchprovision on any other occasion.
13.5 No Assignment. Customer will not assign, subcontract, delegate, orotherwise transfer this Agreement, or its rights and obligations herein,without obtaining the prior written consent of Prefix, and any attemptedassignment, subcontract, delegation, or transfer in violation of the foregoingwill be null and void party. The terms of this Agreement will be binding uponthe parties and their respective successors and permitted assigns.
13.6 Compliance with Law. Customer will, and will ensure that all AuthorizedUsers, always comply with all foreign and domestic laws, ordinances, regulations, and statutes that are applicable to its and their purchase and use of the Services, Licensed Material and Documentation.
13.7 Force Majeure. Any delay in the performance of any duties or obligations of either party (except the payment of Fees owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible.
13.8 Independent Contractors. Customer’s relationship to Prefix is that of anindependent contractor, and neither party is an agent or partner of the other.Customer will not have, and will not represent to any third party that it has,any authority to act on behalf of Prefix.
13.9 Notices. All notices required or permitted under this agreement must be delivered in writing, if to Prefix, by emailing jared@useprefix.com and if toCustomer by emailing the Customer Point of Contact email address listed on theCover Page, provided, however, that with respect to any notices relating to breaches of this agreement or termination, a copy of such notice will also be sent in writing to the other party at the address listed on the Cover Page by courier, by certified or registered mail (postage prepaid and return receipt requested), or by a nationally-recognized express mail service. Each party may change its email address and/or address for receipt of notice by giving notice of such change to the other party.
13.10 Entire Agreement. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matters hereof and supersedes and merges all prior discussions between the parties with respect to such subject matters. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by an authorized signatory of Customer and the Prefix.13.11 Mechanic's Lien. The Customer shall furnish to Prefix, within fifteen days after receipt of a written request, information necessary and relevant for Prefix to evaluate, give notice of, or enforce mechanic’s lien rights. Such information shall include a correct statement of the record legal title to the property on which the Project is located, usually referred to as the site, and the Customer’s interest therein. If a claim relates to or is the subject of a mechanic’s lien, the party asserting such claim may proceed in accordance with applicable law to comply with the lien notice or filing deadlines.