SKYXOPS Subscription Agreement

This SKYXOPS Subscription Agreement (the “Terms”) is entered into between SKYXOPS CORP., a Wyoming corporation, or the SKYXOPS Regional Entity named as the contracting entity in an Order Form under Section 2.5 (in each case, “SKYXOPS”), and the entity that accepts these Terms or signs an Order Form that references them (“Customer”). SKYXOPS and Customer are each a “party” and together the “parties”.

Customer accepts these Terms by (a) clicking to accept them in a sign-up or ordering flow that identifies the version of these Terms being accepted, (b) signing an Order Form that references them, or (c) accessing or using the Service after being presented with these Terms, whichever happens first (the “Effective Date”). For each online acceptance, SKYXOPS keeps a record of the user, the date and time, and the version of these Terms accepted. The individual who accepts these Terms on behalf of Customer represents that they have authority to bind Customer. If they do not have that authority, or if Customer does not agree to these Terms, Customer must not access or use the Service.

1. Definitions

Capitalized terms have the meanings given below or where they are first defined in these Terms.

1.1 “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership of more than 50% of the voting interests of the entity.

1.2 “Agreement” means these Terms, each Order Form, the DPA, the SLA and Support Policy, and any other document that these Terms or an Order Form expressly incorporate by reference.

1.3 “AI Features” means features of the Service that use machine learning or large language models to generate content, analysis or recommendations.

1.4 “AI Output” means content, analysis or recommendations generated by the AI Features for Customer.

1.5 “Aggregated Data” means data that SKYXOPS derives from Customer Data and from the operation of the Service, combined with data from other customers, and processed so that it does not identify Customer, any Authorized User or any individual.

1.6 “Authorized User” means an employee, contractor or agent of Customer or its Affiliates whom Customer permits to use the Service under Customer’s account.

1.7 “Cloud Provider” means a third-party provider of cloud infrastructure, platform or AI model services (for example, Amazon Web Services, Microsoft Azure, Google Cloud or an AI model provider) whose accounts Customer connects to the Service.

1.8 “Connected Account” means an account that Customer holds with a Cloud Provider, or a source code repository or delivery pipeline, that Customer connects to the Service.

1.9 “Cost Guardrails” means the features of the Service that evaluate a proposed infrastructure or AI change against budget policies configured by Customer and return an allow, warn or deny result to Customer’s delivery pipeline.

1.10 “Customer Data” means data that Customer, its Authorized Users or its Connected Accounts provide to the Service, including billing data, usage data, resource metadata, tags, budgets, policies and AI Output. Customer Data does not include Aggregated Data or Usage Information.

1.11 “Documentation” means SKYXOPS’s then-current user guides and technical documentation for the Service, as made available by SKYXOPS.

1.12 “DPA” means the SKYXOPS Data Processing Agreement, which forms part of the Agreement.

1.13 “Estimate” means any forecast, cost estimate, savings figure, recommendation or budget projection produced by the Service.

1.14 “Fees” means the fees stated in an Order Form or in the plan Customer selects online.

1.15 “Free Plan” means the free 90-day trial of the Service described in Section 7.1. It does not include a Pilot, whether or not a fee is charged for the Pilot, or beta features.

1.16 “Order Form” means an ordering document, online order or AWS Marketplace offer that references these Terms and is accepted by both parties, including a Pilot Order Form and a Partner-Sourced Order Form. An Order Form that is to be signed binds the parties only when both of them have signed it.

1.17 “Partner” means a reseller, managed service provider, distributor or referral partner authorized by SKYXOPS.

1.18 “Personal Data” has the meaning given in the DPA.

1.19 “Pilot” means a time-limited evaluation of the Service under a SKYXOPS Pilot Order Form (a “Pilot Order Form”).

1.20 “Service” means the SKYXOPS cloud and AI cost management platform, including the AI Features, the Cost Guardrails and the Documentation, as described in the applicable Order Form.

1.21 “SLA and Support Policy” means the SKYXOPS SLA and Support Policy, which forms part of the Agreement.

1.22 “Subscription Term” means the period stated in an Order Form, including any renewal period.

1.23 “Usage Information” means technical and usage information about how the Service operates and is used, such as feature usage, performance metrics and error logs, that does not include the content of Customer Data. Usage Information does not include Authorized User account details or activity logs in a form that identifies an individual, which are Customer Data; SKYXOPS uses Usage Information only in a form that does not identify an individual.

1.24 “business day” means Monday to Friday, excluding US federal public holidays, in US Eastern Time, and applies wherever “business day” is used in the Agreement, including the DPA and the SLA and Support Policy.

2. Structure of the Agreement

2.1 Order Forms. Customer may buy subscriptions to the Service through Order Forms. Each Order Form forms part of the Agreement.

2.2 Order of precedence. If the documents that make up the Agreement conflict, the following order applies: (a) the DPA, for matters relating to the processing of Personal Data; (b) an Order Form, for its Fees, billing frequency, payment dates, currency, Subscription Term, plan, billing metric, renewal measurement and hosting region, and for any other term that expressly identifies the section of these Terms or of a Local Terms Schedule that it overrides; (c) the applicable Local Terms Schedule under Section 2.5, if any, for the matters it covers; (d) these Terms; and (e) the SLA and Support Policy and the Documentation.

2.3 Other terms excluded. Terms in any purchase order, vendor registration form, portal or other business form of Customer do not apply, even if SKYXOPS accepts or signs that form. A change to the pre-printed text of an Order Form, and any comment or note added to it, has no effect unless SKYXOPS initials or signs that change, comment or note.

2.4 Business use only. Customer confirms that it is acquiring the Service for business purposes and not as a consumer.

2.5 Regional contracting entities. For a Customer established in India or a Customer established in the United Arab Emirates, the Order Form may name SKYXOPS INDIA PRIVATE LIMITED (for India) or SKYXOPS L.L.C-FZ (for the United Arab Emirates) (each a “SKYXOPS Regional Entity”) as the contracting entity. SKYXOPS CORP. sells directly to a Customer established in India only if that Customer has a goods and services tax identification number (“GSTIN”) and states it in the Order Form. A Pilot with no Pilot fee and the Free Plan are not sales for this purpose. A Customer established in India that does not have a GSTIN and buys directly from SKYXOPS must contract with SKYXOPS INDIA PRIVATE LIMITED. A Customer is “established in India” if it is incorporated in India, or is an Indian branch or place of business of a foreign company registered in India. A Customer is “established in the United Arab Emirates” if it is incorporated or licensed in the United Arab Emirates, on the mainland or in a free zone; other member states of the Gulf Cooperation Council are not included. Where the Order Form names a SKYXOPS Regional Entity: (a) that SKYXOPS Regional Entity is SKYXOPS for that Order Form and is solely responsible for SKYXOPS’s obligations under it; (b) the SKYXOPS Local Terms Schedule for that country (a “Local Terms Schedule”) forms part of the Agreement; and (c) SKYXOPS CORP. remains the owner of the Service, appoints the SKYXOPS Regional Entity to resell access to it, and hosts and operates it as that entity’s subcontractor. In all other cases, SKYXOPS CORP. is the contracting entity.

3. Use of the Service

3.1 Right to use. Subject to the Agreement and payment of the Fees, SKYXOPS grants Customer a non-exclusive, non-transferable, non-sublicensable right during the Subscription Term for its Authorized Users to access and use the Service for the internal business purposes of Customer and its Affiliates.

3.2 Authorized Users and accounts. Customer is responsible for its Authorized Users, for their compliance with the Agreement and for all activity under Customer’s accounts. Customer will keep login credentials confidential and will notify SKYXOPS promptly of any unauthorized use of its accounts.

3.3 Restrictions. Customer will not, and will not permit anyone to: (a) sell, resell, sublicense or provide the Service to third parties, except as permitted under a written agreement with SKYXOPS; (b) copy, modify or create derivative works of the Service; (c) reverse engineer, decompile or attempt to discover the source code of the Service, except to the extent applicable law expressly permits this despite this restriction; (d) access the Service to build a competing product or service; (e) perform security or penetration testing on the Service without SKYXOPS’s prior written consent; (f) use the Service in breach of applicable law or to transmit malicious code; (g) interfere with or disrupt the Service or other customers’ use of it; or (h) remove proprietary notices from the Service or the Documentation.

3.4 Affiliates and subcontractors. SKYXOPS may use its Affiliates and subcontractors to perform its obligations under the Agreement. SKYXOPS remains responsible for their performance as if it were its own.

3.5 Changes to the Service. SKYXOPS may update the Service from time to time. SKYXOPS will not make changes during a Subscription Term that materially reduce the core functionality of the Service that Customer has purchased.

3.6 Third-party services. The Service connects to Cloud Providers and other third-party services that Customer chooses to use. Customer’s use of those services is governed by its agreements with their providers. SKYXOPS is not responsible for third-party services or for changes that their providers make to their interfaces or data.

4. Connected Accounts and Read-Only Access

4.1 Read-only access. Customer connects its Connected Accounts by creating read-only roles, API keys or similar credentials, following the Documentation and granting only the permissions the Documentation requires. The only exception is the limited permission, which Customer may choose to grant, for the Service to post cost results, comments and status checks to Customer’s source code repositories and delivery pipelines.

4.2 No changes to Customer environments. SKYXOPS does not install agents in Customer’s cloud environments and will not make changes to Customer’s cloud resources or to the configuration of its Connected Accounts. Posting cost results, comments and status checks under Section 4.1 is not a change for this purpose. Any future feature that could make such changes will be offered only under a separate written addendum signed by Customer.

4.3 Customer responsibilities. Customer confirms that it has the authority to grant SKYXOPS access to each Connected Account. Customer is responsible for any charges that a Cloud Provider makes to Customer for data access or API use arising from the connection.

4.4 Revocation. Customer may revoke SKYXOPS’s access to a Connected Account at any time. Parts of the Service may then stop working. Revocation does not reduce the Fees.

4.5 Workload content. The Service is designed to operate on cloud and AI infrastructure metadata, costs and usage metrics collected from Customer’s Connected Accounts, including billing data, logs, source code repositories and delivery pipelines, as described in Annex I of the DPA. Customer should not grant access to the content of its workloads, databases or storage, and SKYXOPS has no obligation to process such content.

5. Estimates, Cost Guardrails and Recommendations

5.1 Estimates. Estimates are forecasts. They are based on Cloud Provider list prices or rates that Customer supplies, and on assumptions stated in the Service. Actual costs may differ because of Cloud Provider pricing, Customer usage and other factors.

5.2 Cost Guardrails. Customer configures the budget policies used by the Cost Guardrails. Customer’s own delivery pipeline decides whether to proceed, warn or stop a change based on the result, and Customer controls any override. Customer chooses in its settings whether its pipeline proceeds or stops a change if the Service does not return a result in time; unless Customer chooses otherwise, the default setting is to proceed with a warning.

5.3 No guarantee of savings. SKYXOPS does not guarantee that Customer will achieve any level of cost savings. Any savings estimate, savings report or business case that SKYXOPS gives Customer, before or during the Subscription Term, is an Estimate.

5.4 Customer decisions. CUSTOMER IS SOLELY RESPONSIBLE FOR ITS DECISIONS AND ACTIONS BASED ON ESTIMATES, RECOMMENDATIONS AND COST GUARDRAILS RESULTS. SKYXOPS IS NOT LIABLE FOR ANY CHANGE THAT IS ALLOWED, DELAYED OR BLOCKED IN CUSTOMER’S PIPELINE, OR FOR THE RESULTING COSTS.

6. AI Features

6.1 No model training. SKYXOPS will not use Customer Data to train or fine-tune any machine learning or AI model of SKYXOPS or of any third party.

6.2 AI Output. As between the parties, AI Output is Customer Data. AI Output is generated automatically and may be inaccurate or incomplete. Customer should have a qualified person review AI Output before relying on it for any material decision.

6.3 AI providers. SKYXOPS may use third-party AI model providers to deliver the AI Features. They are listed as subprocessors under the DPA.

6.4 AI settings. Customer may switch off the AI Features in its settings. Sections 6.1 and 6.8 of the DPA state where Customer Data is processed for the AI Features and how Customer may limit them to AI models offered in its hosting region.

7. Free Plan, Pilots and Beta Features

7.1 Free Plan. The Free Plan is available for 90 days from sign-up, once per Customer and its Affiliates, to Customers that meet the eligibility requirements shown at sign-up. If the Service measures Customer’s annual cloud and AI spend above the Free Plan eligibility limit shown at sign-up, SKYXOPS may end the Free Plan on 7 days’ notice unless Customer signs a Pilot Order Form or a paid Order Form. At the end of the 90 days, Customer’s access ends unless Customer buys a paid subscription, and Section 13.7 applies to Customer Data. If Customer buys a paid subscription before Customer Data is deleted under Section 13.7, SKYXOPS will keep Customer Data and the Free Plan configuration for that subscription. The usage limits of the Free Plan are shown at sign-up. The Free Plan is provided “as is”, without any SLA or support commitment. SKYXOPS may change or end the Free Plan on 30 days’ notice, or immediately if SKYXOPS reasonably suspects abuse or a breach of the Agreement. SKYXOPS’S TOTAL LIABILITY ARISING FROM THE FREE PLAN WILL NOT EXCEED US\$100.

7.2 Pilots. A Pilot runs for the period and scope stated in the Pilot Order Form. The SLA and Support Policy does not apply to a Pilot, and support during a Pilot is as stated in the Pilot Order Form. A Pilot converts to a paid subscription only when the parties sign an Order Form. EXCEPT FOR EXCLUDED CLAIMS (SECTION 16.3), EACH PARTY’S TOTAL LIABILITY ARISING FROM A PILOT WILL NOT EXCEED THE GREATER OF THE FEES PAID FOR THAT PILOT AND US\$5,000.

7.3 Beta features. SKYXOPS may offer features identified as beta, preview or early access. They are provided “as is”, may change or be withdrawn at any time, and are not covered by the SLA.

8. Fees, Payment and Taxes

8.1 Fees. Customer will pay the Fees. The Order Form, or the plan Customer selects online, states the Fees, the billing metric and any rule for re-measuring that metric at renewal. Fees are fixed for the Subscription Term unless the Order Form states otherwise. Unless SKYXOPS agrees otherwise in writing, Customer and its Affiliates are treated as one customer when the billing metric is measured and the plan is set.

8.2 Invoicing and payment. Unless the Order Form states otherwise, SKYXOPS will invoice the Fees annually in advance, and Customer will pay each invoice within 30 days of the invoice date. Where the Order Form provides for monthly billing: (a) the Fees for the Subscription Term are committed in full and are paid in equal monthly instalments, each invoiced monthly in advance and payable within 30 days of its invoice date; (b) any one-time fee is invoiced in full at the start of the Subscription Term and is payable within 30 days of its invoice date; and (c) the monthly billing price is a separate price for a separate billing option, not interest or a charge for credit. Section 13.5 states when the remaining instalments become due at once.

8.3 Currency and bank charges. Unless a Local Terms Schedule states otherwise, all Fees are stated and payable in United States dollars (USD). Customer will pay all bank, wire transfer, intermediary bank, routing and currency conversion charges. A payment is treated as received only when SKYXOPS receives the full invoiced amount in cleared funds.

8.4 Late payment. Overdue amounts accrue interest at 1% per month, or the highest rate permitted by law if lower, from the due date until paid. Customer will reimburse SKYXOPS’s reasonable costs of collecting overdue amounts, including reasonable attorneys’ fees.

8.5 Disputed invoices. Customer may dispute an invoice in good faith by giving SKYXOPS written notice with reasonable detail within 30 days of the invoice date. Customer will pay the undisputed portion by the due date. The parties will work in good faith to resolve the dispute promptly.

8.6 No set-off; refunds. Customer will pay the Fees without set-off or counterclaim. Fees are non-refundable except as expressly stated in the Agreement. Wherever the Agreement provides for a refund of prepaid Fees for the unused part of a Subscription Term, or for a service credit: (a) it is calculated only on recurring block charges and platform fees (for a refund, pro rata by days), and excludes Taxes and one-time fees (such as the setup fee, the Enterprise onboarding fee and any upgrade fee), which are earned when invoiced; (b) where Fees are billed monthly, it is calculated at the annual billing price, without the monthly billing premium; (c) for a purchase through a Partner or AWS Marketplace, it is calculated on the amount SKYXOPS received from the Partner or from Amazon Web Services for Customer’s subscription, not on the price Customer paid; and (d) a refund never exceeds the amount SKYXOPS actually received for that subscription.

8.7 Taxes. All Fees are exclusive of taxes, levies, duties, or similar governmental assessments, including value-added, sales, use, or withholding taxes assessable by any jurisdiction whatsoever (collectively, “Taxes”), excluding taxes based on SKYXOPS’s net income, property or employees. Customer shall be responsible for paying all Taxes associated with its purchases hereunder. If Customer is legally obligated to withhold or deduct any Taxes from payments due to SKYXOPS, the sums payable by Customer shall be increased (“grossed up”) as necessary so that after making all required deductions or withholdings, SKYXOPS receives an amount equal to the sum it would have received had no such deductions or withholdings been made. If SKYXOPS did not charge a Tax that was payable on the Fees, including because SKYXOPS registered for that Tax after the invoice date, Customer will pay that Tax when SKYXOPS invoices it, for any period that the relevant tax authority can still assess, unless Customer has provided a valid exemption certificate covering it. SKYXOPS will bear any interest or penalty caused by its own late registration.

8.8 Tax cooperation. Where Customer is entitled to apply a reduced withholding rate, or an exemption from withholding, under a tax treaty, SKYXOPS will, on request, provide a certificate of US tax residency (IRS Form 6166) and other forms reasonably required. For a Customer in India, these also include Form 10F filed electronically, a declaration that SKYXOPS has no permanent establishment in India, and the information needed to avoid a higher withholding rate for not having an Indian tax number. Customer will apply the withholding rate that those documents support. Customer will provide SKYXOPS with official receipts for any Taxes withheld. Where the reverse-charge mechanism applies to value-added or goods and services tax, Customer will account for that tax. A Customer established in India that pays Fees directly to SKYXOPS CORP. under an Order Form confirms that it is registered for Indian goods and services tax and has stated its GSTIN in the Order Form (Section 2.5); if it is not registered, SKYXOPS may add any goods and services tax it must pay to its invoices, or require Customer to contract with SKYXOPS INDIA PRIVATE LIMITED for the rest of the Subscription Term. A Customer claiming an exemption from US sales or use tax will provide a valid exemption certificate.

8.9 Price changes at renewal. SKYXOPS’s then-current list block rates and plan fees are set out in the SKYXOPS Price Sheet, which SKYXOPS provides to Customer on request (the “Rate Card”). SKYXOPS may change the Rate Card at any time, and may apply a change in the Rate Card to Customer’s block rates and plan fees for a renewal Subscription Term by stating the new rates and fees in the renewal notice under Section 13.2. An increase in a block rate or plan fee for a renewal will not exceed 7% of that rate or fee for the expiring Subscription Term. For a multi-year Subscription Term, SKYXOPS may apply the Rate Card block rates and platform fee then in effect at each anniversary of the start of the Subscription Term by stating them in the notice for that anniversary under Section 13.2, but any increase over the rates and fee for the previous contract year will not exceed the percentage stated in the Order Form, which may not be more than 7%. A change in Fees that results from measuring the billing metric under the Order Form, including a change of plan or number of blocks, is not a price increase and is not limited by this Section 8.9.

8.10 Purchase orders and supplier portals. If Customer needs a purchase order number on SKYXOPS’s invoices, Customer will give it to SKYXOPS before the first invoice under the Order Form and before each renewal, and SKYXOPS will quote it on its invoices. At Customer’s request, SKYXOPS will register in Customer’s supplier portal and submit invoices through it, and Customer will pay or reimburse any fees that the portal operator charges SKYXOPS. Payment terms run from the invoice date, whatever the timing of Customer’s purchase order or portal processing, and a missing purchase order number does not delay or condition Customer’s obligation to pay.

9. Suspension

9.1 Immediate suspension. SKYXOPS may suspend access to all or part of the Service immediately if SKYXOPS reasonably determines that: (a) there is a threat to the security or integrity of the Service or of Customer Data; (b) Customer’s use breaches Section 3.3 or Section 17, or is unlawful; or (c) Customer’s use poses a material risk to the security of the Service or of other customers’ data, or a material risk of legal liability to SKYXOPS or to other customers.

9.2 Suspension for non-payment. If any amount owed under any Order Form is overdue, other than an amount disputed in good faith under Section 8.5, SKYXOPS may suspend access to the Service under all of Customer’s Order Forms if Customer has not paid within 10 days after SKYXOPS gives written notice that the amount is overdue. That notice may be sent by email and is effective when sent. An amount is disputed in good faith only if Customer has given notice under Section 8.5 and paid the undisputed portion.

9.3 Scope and restoration. Where practicable, SKYXOPS will limit a suspension under Section 9.1 to the affected part of the Service, and will give Customer notice of it before it starts or, where that is not practicable, promptly after it starts. For any suspension under this Section 9 or Section 18.2, SKYXOPS will restore access promptly once the cause of the suspension is resolved, Fees continue to accrue during the suspension, and SKYXOPS will retain Customer Data while access is suspended.

9.4 No liability. SKYXOPS will have no liability for any suspension made in accordance with this Section 9 or Section 18.2.

10. Customer Data, Privacy and Security

10.1 Ownership. As between the parties, Customer owns all Customer Data.

10.2 SKYXOPS’s use of Customer Data. Customer grants SKYXOPS a non-exclusive, worldwide, royalty-free license during the Subscription Term, and afterwards for the period described in Section 13.7, to host, copy, process and display Customer Data only to provide, support, secure and maintain the Service, to prevent or address technical or security issues, to create Aggregated Data under Section 10.3, and to comply with law.

10.3 Aggregated Data and Usage Information. SKYXOPS may create Aggregated Data and use it for benchmarking (including benchmarks shown to other customers), analytics and improving its products, and may use Usage Information to operate, support and improve the Service. SKYXOPS will create Aggregated Data only by combining data from at least 5 customers. Aggregated Data will not identify Customer or any other customer, Authorized User or individual, and will not reveal any customer’s negotiated pricing or discounts with a Cloud Provider. SKYXOPS will not sell Aggregated Data.

10.4 Data Processing Agreement. The DPA applies to SKYXOPS’s processing of Personal Data on behalf of Customer.

10.5 Security. SKYXOPS will maintain the technical and organizational security measures described in the DPA. SKYXOPS will not materially reduce the overall protection those measures provide during a Subscription Term.

10.6 Security incidents. SKYXOPS will notify Customer without undue delay, and in any event within 72 hours after becoming aware of it, of (a) a Personal Data Breach (as defined in the DPA), or (b) any unauthorized access to, or disclosure, alteration or loss of, Customer Data or the credentials Customer uses to connect its Connected Accounts (each a “Security Incident”). SKYXOPS becomes aware of a Security Incident when it has a reasonable degree of certainty that one has occurred. SKYXOPS will send the notice to Customer’s security contact and contact for notices stated in the Order Form or, if none is stated, to the email address associated with Customer’s account, will provide the information described in Section 7.2 of the DPA as it becomes available, and will tell Customer which credentials, if any, it should rotate or revoke.

10.7 Certifications. SKYXOPS will make available to Customer, on request and under confidentiality obligations, any independent security audit report or certification that SKYXOPS obtains for the Service. SKYXOPS makes no representation that it holds any certification until the relevant report or certificate has been issued.

10.8 Customer responsibilities. Customer is responsible for the accuracy and lawfulness of Customer Data and for having the rights needed to provide it. Customer will not include in Customer Data any special categories of personal data, government identification numbers, payment card data or health data. Customer should not place Personal Data in resource names or tags.

11. Intellectual Property

11.1 SKYXOPS ownership. SKYXOPS CORP. and its licensors own all rights in the Service, the Documentation, Aggregated Data, Usage Information and all related intellectual property, including where a SKYXOPS Regional Entity is SKYXOPS for an Order Form. No rights are granted to Customer except as expressly stated in the Agreement.

11.2 Feedback. If Customer gives SKYXOPS suggestions or feedback about the Service, SKYXOPS may use them without restriction or obligation. Feedback does not include Customer Data or Customer’s Confidential Information.

12. Confidentiality

12.1 Definition. “Confidential Information” means information that one party (the “Discloser”) discloses to the other (the “Recipient”) under the Agreement that is marked as confidential or that a reasonable person would understand to be confidential. Customer Data is Customer’s Confidential Information. The Service, the Documentation and pricing are SKYXOPS’s Confidential Information. The terms of each Order Form are the Confidential Information of both parties, and either party may disclose them to its auditors, regulators, and actual or prospective acquirers and financing sources who are bound by confidentiality obligations.

12.2 Exclusions. Confidential Information does not include information that the Recipient can show: (a) is or becomes public through no fault of the Recipient; (b) was known to the Recipient without restriction before receipt; (c) is received from a third party without a duty of confidentiality; or (d) is independently developed without use of the Discloser’s Confidential Information.

12.3 Obligations. The Recipient will use the Discloser’s Confidential Information only to perform its obligations and exercise its rights under the Agreement, and will protect it with at least reasonable care. The Recipient may disclose it only to its and its Affiliates’ employees, contractors and professional advisers who need to know it and are bound by confidentiality obligations at least as protective as this Section 12.

12.4 Required disclosure. The Recipient may disclose Confidential Information when required by law or court order, if it gives the Discloser prompt notice where legally permitted and reasonable help, at the Discloser’s cost, to seek protective treatment.

12.5 Duration. These obligations last during the Agreement and for 5 years after each disclosure. Obligations for trade secrets last for as long as the information remains a trade secret under applicable law.

12.6 Return or destruction. On termination, and on the Discloser’s written request, the Recipient will return or destroy the Discloser’s Confidential Information, except for copies kept in routine backups or as required by law, which remain subject to this Section 12. Customer Data is handled under Section 13.7.

13. Term and Termination

13.1 Term of the Agreement. The Agreement starts on the Effective Date and continues until all Subscription Terms have ended, unless terminated earlier under this Section 13.

13.2 Subscription Term and renewal. Unless the Order Form states otherwise, each Subscription Term is 12 months and renews automatically for further 12-month periods unless either party gives notice of non-renewal at least 30 days before the end of the current Subscription Term. SKYXOPS will send Customer a renewal notice no earlier than 30 days and no later than 15 days before the last date for giving notice of non-renewal.

The renewal notice will state that the Subscription Term renews automatically under this Section 13.2 unless Customer gives notice of non-renewal by that date, and will state: (a) the renewal date and the last date for giving notice of non-renewal; (b) the billing metric measured under the Order Form and the resulting plan, blocks and Fees for the renewal Subscription Term; and (c) any change to the Rate Card rates or fees under Section 8.9. On request, SKYXOPS will send a renewal quote with the renewal notice so that Customer can issue a purchase order. SKYXOPS will send the renewal notice by email under Section 22.1 and, where Customer’s notice address or billing address stated in the Order Form is in the United States and a law that applies to the renewal requires it, also by certified mail, return receipt requested, or by any other method that law requires.

Customer may dispute the measured billing metric as stated in the Order Form, but no later than the last date for giving notice of non-renewal. A pending dispute does not delay the renewal or extend that date: SKYXOPS will invoice the renewal Fees on the basis of the figure Customer does not dispute, and once the dispute is resolved it will issue an additional invoice or a credit for the difference. If SKYXOPS sends the renewal notice later than this Section 13.2 requires, or does not send it before the renewal date: (i) Customer may give notice of non-renewal, and may dispute the measured billing metric, at any time until 15 days after it receives the renewal notice, and if Customer gives notice of non-renewal after the renewal date, the renewal Subscription Term ends on the date SKYXOPS receives it and Customer pays the Fees for the renewal period up to that date, pro rata; and (ii) no increase under Section 8.9 applies to that renewal.

Where Customer bought through a Partner, SKYXOPS sends the renewal notice to Customer directly and may also inform the Partner; the notice states the items in (a) and the measured billing metric, plan and blocks under (b), but not prices, and states that the Fees are those agreed between Customer and the Partner.

For a Subscription Term longer than 12 months, SKYXOPS will send a notice with the content in (b) and (c) no earlier than 60 days and no later than 45 days before each anniversary of the start of the Subscription Term. Customer may dispute the measured billing metric under the dispute steps in the Order Form until 15 days before that anniversary. If SKYXOPS sends that notice later than 45 days before the anniversary, Customer may dispute the measured billing metric until 30 days after it receives the notice, and any increase in blocks or Fees applies from the later of the anniversary and 45 days after Customer receives the notice, prorated for the rest of that contract year. The measurement at an anniversary may set the blocks above, but never below, the number bought for the first year of the Subscription Term.

Monthly billing does not create a monthly Subscription Term.

13.3 Termination for cause. Either party may terminate the Agreement or an affected Order Form by written notice if the other party: (a) materially breaches the Agreement and does not cure the breach within 30 days after receiving written notice of it; or (b) becomes insolvent, makes a general assignment for the benefit of creditors, has a receiver appointed, or becomes subject to a bankruptcy or similar proceeding that is not dismissed within 60 days.

13.4 Termination for sanctions. SKYXOPS may terminate the Agreement immediately by written notice if Customer breaches Section 17.1 or if continuing to provide the Service would breach applicable export control or sanctions laws.

13.5 No termination for convenience. Except as expressly stated in the Agreement, neither party may terminate a Subscription Term for convenience. If Customer terminates or repudiates a Subscription Term before its end other than as permitted by the Agreement, the Fees for the rest of that Subscription Term remain payable. If Customer gives notice that it will not pay the remaining Fees for a Subscription Term, or fails to pay an amount for more than 30 days after SKYXOPS gives notice that it is overdue, the remaining Fees for that Subscription Term become due immediately. Where Fees are billed monthly, the amount that becomes due for months not yet invoiced is calculated at the annual billing price, without the monthly billing premium. These are Fees Customer has already committed to pay, not a cancellation charge or a penalty. Customer may stop using the Free Plan at any time.

13.6 Effect of termination. On termination or expiry, Customer’s right to use the Service ends, and Customer will pay all Fees accrued up to the date of termination. If either party terminates under Section 22.3, SKYXOPS terminates under Section 13.4 where Customer has not breached Section 17.1 (unless the law prohibits the refund), or Customer terminates under Section 13.3, Section 20.3, Section 5.4 of the DPA or the chronic failure provisions of the SLA and Support Policy, SKYXOPS will refund any prepaid Fees for the unused part of the Subscription Term, calculated under Section 8.6. If SKYXOPS terminates under Section 13.3(a), or under Section 13.4 because Customer breached Section 17.1, the unpaid Fees committed for the remainder of the Subscription Term become due, calculated as in Section 13.5, as Fees already owed and not as a penalty. No such amount becomes due on a termination under Section 13.3(b), on a termination under Section 13.4 where Customer has not breached Section 17.1, or where the law prohibits it. The parties agree that SKYXOPS’s loss from early termination is hard to estimate, because its costs are largely fixed and it reserves capacity, delivers onboarding and gives pricing in exchange for the committed term. If a court or tribunal decides that an amount payable under Section 13.5 or this Section 13.6 is not a debt already owed, the parties agree that it is a genuine pre-estimate of that loss.

13.7 Customer Data after termination. Customer may export Customer Data using the Service’s export features at any time during the Subscription Term or, for the Free Plan or a Pilot, while it lasts. Customer’s access to the Service, including those export features, ends when Customer’s last Subscription Term ends or is terminated or, if Customer has no paid subscription, when its Free Plan or Pilot ends (in this Section 13.7, “termination or expiry”), so Customer should complete any export it needs before then. For 30 days after termination or expiry, Customer may ask SKYXOPS to export Customer Data for it by writing to support@skyxops.com, and SKYXOPS will provide the export within 3 business days after receiving the request, at no charge, unless SKYXOPS terminated under Section 13.4 because Customer breached Section 17.1, or applicable law prohibits it. Exports are provided in CSV format and cover the data shown in the Service’s dashboards, reports and grid views, with the filters Customer sets or, for an export SKYXOPS provides, the filters Customer states in its request. SKYXOPS does not provide database-level or raw data exports; Customer’s source billing data remains available to it from its own Cloud Providers. At the end of that 30-day period, or once SKYXOPS has provided an export requested during it if that is later, SKYXOPS will delete Customer Data from the Service, unless Customer has signed an Order Form or bought a paid subscription before then (Section 7.1 and the Pilot Order Form). Copies held in backups are deleted as those backups expire, and SKYXOPS will not retain any Customer Data more than 45 days after that deletion, except where applicable law requires SKYXOPS to retain it. Backup copies and any Customer Data retained as law requires remain protected under the Agreement until deleted. SKYXOPS will confirm deletion in writing on request.

13.8 Survival. Sections 5, 8 (for amounts owed), 10.2 (for the period described in Section 13.7), 10.3, 11, 12, 13.6, 13.7, 13.8, 14.4, 15, 16, 21 and 22 and any other provision that by its nature should survive, will survive termination or expiry.

14. Warranties and Disclaimers

14.1 Mutual warranties. Each party warrants that it has the authority to enter into the Agreement and that it will comply with the laws that apply to it in performing the Agreement.

14.2 SKYXOPS warranties. SKYXOPS warrants that during the Subscription Term: (a) the Service will perform materially in accordance with the Documentation; and (b) SKYXOPS will not knowingly introduce malicious code into the Service.

14.3 Warranty remedy. If Customer notifies SKYXOPS in writing of a breach of Section 14.2(a) within 30 days after discovering it, SKYXOPS will use commercially reasonable efforts to correct the non-conformity. If SKYXOPS cannot do so within 30 days of the notice, either party may terminate the affected Order Form, and SKYXOPS will refund any prepaid Fees for the unused part of the Subscription Term. This Section 14.3 states Customer’s sole remedy for a breach of Section 14.2(a).

14.4 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT, THE SERVICE, ESTIMATES, AI OUTPUT, THE FREE PLAN, PILOTS AND BETA FEATURES ARE PROVIDED “AS IS”. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SKYXOPS DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. SKYXOPS DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ESTIMATES OR AI OUTPUT WILL BE ACCURATE, OR THAT CUSTOMER WILL ACHIEVE ANY COST SAVINGS.

15. Indemnification

15.1 By SKYXOPS. SKYXOPS will defend Customer against any claim by a third party alleging that the Service or AI Output, as provided by SKYXOPS and used in accordance with the Agreement, infringes that third party’s patent, copyright or trademark or misappropriates its trade secret (an “Infringement Claim”), and will pay the damages and costs finally awarded against Customer, or agreed in a settlement approved by SKYXOPS, resulting from the Infringement Claim. For AI Output, this Section 15.1 applies only to the extent the Infringement Claim arises from SKYXOPS’s own software, prompts or templates used to generate the AI Output, and not to the extent it arises from content generated by a third-party AI model. It does not apply to AI Output that Customer modifies or combines with other content, or that Customer uses after SKYXOPS has told Customer that it may infringe. Section 16.7 limits SKYXOPS’s liability for Infringement Claims relating to AI Output.

15.2 Exclusions. SKYXOPS has no obligation under Section 15.1 to the extent an Infringement Claim arises from: (a) Customer Data or inputs provided by Customer; (b) modification of the Service by anyone other than SKYXOPS; (c) combination of the Service with products, services or data not provided by SKYXOPS, where the claim would not have arisen without the combination; (d) Cloud Provider services or other third-party services that Customer connects to or uses with the Service (an AI model provider that SKYXOPS uses for the AI Features is not such a service, and Section 15.1 states how AI Output is covered); (e) use of the Service in breach of the Agreement; or (f) the Free Plan, a Pilot or beta features.

15.3 Remedies. If the Service is, or SKYXOPS reasonably believes it may become, subject to an Infringement Claim, SKYXOPS may at its option and cost: (a) obtain the right for Customer to continue using the Service; (b) modify or replace the Service so that it is non-infringing without materially reducing its functionality; or (c) if neither option is commercially reasonable, terminate the affected Order Form and refund any prepaid Fees for the unused part of the Subscription Term.

15.4 By Customer. Customer will defend SKYXOPS and its Affiliates against any claim by a third party arising from: (a) Customer Data, including a claim that Customer Data infringes a third party’s rights or was provided in breach of law; (b) Customer’s use of the Service in breach of Section 3.3; or (c) Customer’s breach of Section 17. Customer will pay the damages and costs finally awarded, or agreed in a settlement approved by Customer, resulting from the claim.

15.5 Procedure. The indemnified party will: (a) give the indemnifying party prompt written notice of the claim, although a delay in notice relieves the indemnifying party of its obligations only to the extent the delay prejudices it; (b) give the indemnifying party sole control of the defense and settlement of the claim, except that the indemnifying party may not agree to any settlement that imposes an obligation or admission on the indemnified party without its written consent, which will not be unreasonably withheld; and (c) give reasonable cooperation at the indemnifying party’s expense. The indemnified party may take part in the defense with its own counsel at its own expense.

15.6 Exclusive remedy. This Section 15 states each party’s entire liability, and the other party’s exclusive remedy, for third-party claims of the kind described in it.

16. Limitation of Liability

16.1 Excluded damages. EXCEPT FOR EXCLUDED CLAIMS, NEITHER PARTY WILL BE LIABLE UNDER OR IN CONNECTION WITH THE AGREEMENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA (EXCEPT THE COST OF RESTORING DATA FROM BACKUPS) OR ANTICIPATED SAVINGS, OR FOR CHARGES PAYABLE TO A CLOUD PROVIDER OR OTHER THIRD PARTY, INCLUDING CLOUD OR AI USAGE CHARGES THAT CUSTOMER INCURS OR DOES NOT AVOID, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THEIR POSSIBILITY.

16.2 Liability cap. EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY’S TOTAL LIABILITY UNDER OR IN CONNECTION WITH THE AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID AND PAYABLE TO SKYXOPS FOR CUSTOMER’S SUBSCRIPTIONS UNDER THE AGREEMENT, INCLUDING AMOUNTS RECEIVED BY SKYXOPS FROM A PARTNER OR FROM AMAZON WEB SERVICES FOR THOSE SUBSCRIPTIONS, DURING THE 12 MONTHS BEFORE THE EVENT THAT FIRST GAVE RISE TO LIABILITY.

16.3 Excluded Claims. “Excluded Claims” means: (a) a party’s obligations under Section 15, subject to Section 16.7; (b) a party’s willful misconduct or fraud; (c) Customer’s obligation to pay Fees; and (d) Customer’s breach of Section 3.3 or Section 17.

16.4 Free Plan and Pilots. FOR THE FREE PLAN, SKYXOPS’S TOTAL LIABILITY IS LIMITED AS STATED IN SECTION 7.1 INSTEAD OF SECTION 16.2, AND, EXCEPT FOR EXCLUDED CLAIMS, CUSTOMER’S TOTAL LIABILITY WILL NOT EXCEED US\$10,000. FOR A PILOT, EACH PARTY’S TOTAL LIABILITY IS LIMITED AS STATED IN SECTION 7.2 INSTEAD OF SECTION 16.2.

16.5 Application. The limits in this Section 16 apply to the extent permitted by law and do not limit liability that cannot be limited under applicable law.

16.6 Gross negligence. For liability arising from a party’s gross negligence, the amount stated in Section 16.2 (or, for the Free Plan or a Pilot, the limit that applies under Section 16.4) is multiplied by 2. Section 16.1 continues to apply to that liability.

16.7 AI Output claims. SKYXOPS’S TOTAL LIABILITY FOR INFRINGEMENT CLAIMS RELATING TO AI OUTPUT, INCLUDING ITS OBLIGATIONS UNDER SECTION 15.1, WILL NOT EXCEED THE GREATER OF US\$250,000 AND TWO TIMES THE AMOUNT STATED IN SECTION 16.2.

17. Export Controls, Sanctions and Anti-Corruption

17.1 Sanctions and export controls. Customer represents and warrants that: (a) it is not located, organized or ordinarily resident in, and will not allow the Service to be accessed from, Cuba, Iran, North Korea, Russia, Belarus, the Crimea region of Ukraine, the so-called Donetsk People’s Republic or Luhansk People’s Republic regions of Ukraine, or any other country or region subject to country-wide or region-wide Sanctions Laws or to restrictions under Sanctions Laws on the supply of IT or software services of the kind the Service provides; (b) it is not listed on any list of sanctioned or restricted persons maintained under Sanctions Laws, including the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Assets Control and the United Nations Security Council Consolidated List, and is not owned 50% or more, individually or in aggregate, or controlled, by one or more listed persons or by the government of any country described in (a) or of Venezuela; and (c) it will not access, use, export or re-export the Service in breach of Sanctions Laws, or permit any person described in (a) or (b) to do so. “Sanctions Laws” means the economic sanctions and export control laws of the United States, the United Nations Security Council, the United Arab Emirates (including its local terrorist list), India, and any other jurisdiction whose sanctions or export control laws apply to a party or to the Agreement. Customer will notify SKYXOPS promptly if any of these statements ceases to be true.

17.2 Anti-corruption. Neither party has offered or received, or will offer or receive, any bribe, kickback or other improper payment in connection with the Agreement, and each party will comply with applicable anti-corruption laws, including the US Foreign Corrupt Practices Act and the UK Bribery Act 2010.

18. Partners and AWS Marketplace

18.1 Orders through Partners. If Customer buys the Service through a Partner, the Partner sets the price and payment terms with Customer, and the Agreement governs Customer’s use of the Service. A Partner is not SKYXOPS’s agent and cannot amend the Agreement or make commitments or warranties on SKYXOPS’s behalf. Fee-related provisions of these Terms apply between Customer and the Partner only as the Partner agrees with Customer, and Customer owes no Fees to SKYXOPS for that subscription except under Section 18.2. Customer’s plan, billing metric, Subscription Term and hosting region for a subscription bought through a Partner are stated in the SKYXOPS Partner-Sourced Order Form (a “Partner-Sourced Order Form”) or in the online order Customer accepts. SKYXOPS sends renewal notices to Customer directly under Section 13.2. A subscription bought through a Partner renews automatically under Section 13.2 and the Partner-Sourced Order Form unless Customer, the Partner or SKYXOPS gives notice of non-renewal. If the Partner gives notice of non-renewal of Customer’s subscription, or stops being authorized to resell the Service, SKYXOPS will tell Customer, and the subscription ends at the end of its current Subscription Term unless Customer renews it directly with SKYXOPS or through another Partner. The only exception is where SKYXOPS ends its agreement with the Partner for convenience or does not renew it: Customer’s subscription may then renew once more through that Partner, for one further Subscription Term, unless Customer or the Partner gives notice of non-renewal, and the previous sentence applies at the end of that further Subscription Term. Where the Agreement provides for a refund or service credit to a Customer that bought through a Partner, it is calculated under Section 8.6 on the amount SKYXOPS received from the Partner for Customer’s subscription, and SKYXOPS will pay or apply it through the Partner for the benefit of Customer, unless SKYXOPS and Customer agree otherwise. SKYXOPS’s obligation is satisfied when it pays or credits that amount to the Partner.

18.2 Partner non-payment. If a Partner fails to pay SKYXOPS for Customer’s subscription, SKYXOPS may suspend Customer’s access after giving Customer at least 10 days’ written notice, unless Customer pays SKYXOPS directly or arranges payment within that period. SKYXOPS may send that notice to Customer at the same time as it gives the Partner notice that the amount is overdue, and a notice sent by email is effective when sent. To avoid or end the suspension, Customer may pay SKYXOPS the amount stated in SKYXOPS’s notice, which will not exceed the Rate Card price (Section 8.9) for Customer’s subscription for the rest of the current Subscription Term. Any amount Customer pays SKYXOPS under this Section 18.2 reduces the amount the Partner owes SKYXOPS for that subscription and period. Customer then becomes a direct customer of SKYXOPS for that subscription, and Section 8 applies to it from then on.

18.3 Partner access to Customer Data. A Partner may access Customer’s account and Customer Data only as Customer authorizes. Customer is responsible for the access it grants to a Partner, and the Partner’s use of Customer Data is governed by Customer’s agreement with the Partner.

18.4 AWS Marketplace. If Customer buys the Service through AWS Marketplace, these Terms are the end user license agreement for that purchase, Customer pays the Fees through Amazon Web Services, Inc. or its affiliate under AWS Marketplace terms, and any Taxes collected by Amazon Web Services are handled under those terms. Amazon Web Services is not a party to the Agreement. For a purchase through an AWS Marketplace private offer, the Order Form attached to the offer sets the billing metric and renewal measurement, payment is made through AWS Marketplace instead of under Section 8.2, and the Subscription Term renews only when Customer accepts a renewal private offer, which SKYXOPS will send with the renewal notice under Section 13.2. For such a purchase, the renewal notice under Section 13.2 states that the Subscription Term renews only if Customer accepts the renewal private offer, instead of stating that it renews automatically.

19. Publicity

SKYXOPS may identify Customer by name and logo as a customer in lists of customers on its website and in marketing materials, unless Customer opts out by emailing legal@skyxops.com. Any case study, press release or other public statement about Customer requires Customer’s prior written consent.

20. Changes to these Terms

20.1 Signed Order Forms. An Order Form signed by both parties may be amended only by a written amendment signed by both parties.

20.2 Online Terms. SKYXOPS may update these Terms by posting a new version and notifying Customer under Section 22.1. For a paid Subscription Term, an updated version applies from the start of the next renewal only if SKYXOPS gives notice of it at least 60 days before the end of the current Subscription Term; otherwise the current version continues to apply until the following renewal. For the Free Plan, an updated version takes effect 30 days after notice. A change required by law, or by Amazon Web Services for AWS Marketplace purchases, takes effect on notice only to the extent required, and Section 20.3 applies to it. SKYXOPS will keep each earlier version of these Terms, the DPA, the SLA and Support Policy and each Local Terms Schedule published at skyxops.com/legal. Where an Order Form names a version of a document, that version applies for the Subscription Term of that Order Form, and an updated version applies from a renewal as stated in this Section 20.2.

20.3 Right to terminate. If a change that takes effect during a Subscription Term under Section 20.2 materially and adversely affects Customer, Customer may terminate the affected Order Form by written notice within 30 days after the change takes effect and receive a refund of any prepaid Fees for the unused part of the Subscription Term.

20.4 Policies. SKYXOPS may update the SLA and Support Policy and the Documentation, but no update will materially reduce Customer’s protections under them during a Subscription Term. An update that does not reduce those protections may apply during a Subscription Term even where an Order Form names an earlier version.

21. Governing Law and Dispute Resolution

21.1 Governing law. Except where a Local Terms Schedule provides otherwise, the Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation, is governed by the laws of the State of Delaware, United States of America, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply.

21.2 Customers in the United States. If Customer’s billing address is in the United States, the parties submit to the exclusive jurisdiction and venue of the state and federal courts located in the State of Delaware for any lawsuit, action or proceeding arising out of or relating to the Agreement. For this Section 21, Customer’s billing address is the billing address stated in the Order Form (where there is more than one Order Form, the most recent one signed before the dispute is first notified under Section 21.5) or, if Customer has no Order Form or none states a billing address, the billing address in Customer’s account when Customer accepted these Terms. A later change of Customer’s billing address does not change this test.

21.3 Customers outside the United States. In all other cases, any dispute, controversy or claim arising out of or relating to the Agreement, including its formation, validity, breach or termination, will be finally resolved by binding arbitration administered by the International Centre for Dispute Resolution in accordance with its International Arbitration Rules. The tribunal will consist of one arbitrator. The seat of arbitration will be New York, New York, United States of America. The language of the arbitration will be English. The arbitrator decides all questions about the existence, scope, validity and arbitrability of this agreement to arbitrate, including whether a claim falls within Section 21.4. Claims are heard only on an individual basis, not as a class, collective or representative action, and no arbitration will be consolidated with another without the consent of all parties. Either party may also seek emergency relief under the emergency arbitrator provisions of those rules. The award will be final and binding, and judgment on the award may be entered in any court having jurisdiction.

21.4 Court relief. Despite Sections 21.2 and 21.3: (a) either party may seek injunctive or other interim relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information; (b) either party may bring an action for an amount due under the Agreement that is not disputed in good faith in any court of competent jurisdiction where the other party is located or has assets; and (c) either party may seek interim, conservatory or protective measures, including security for amounts claimed, from any court of competent jurisdiction, including under section 9 of India’s Arbitration and Conciliation Act, 1996, and doing so is not a waiver of the agreement to arbitrate.

21.5 Informal resolution. Before starting proceedings under Section 21.2 or Section 21.3, a party will give the other written notice of the dispute, and senior representatives of both parties will try in good faith to resolve it within 30 days after the notice. Limitation periods are suspended during that 30-day period. Failure to follow this Section 21.5 does not prevent a tribunal or court from hearing the dispute, but may be taken into account in awarding costs. This Section 21.5 does not apply to actions under Section 21.4.

21.6 Jury waiver. TO THE EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THE AGREEMENT.

21.7 Service of process. Each party agrees to service of any notice of arbitration, and, to the extent the law of the forum allows, of any court process relating to the Agreement, by courier to its notice address with a copy by email.

22. General

22.1 Notices. Notices under the Agreement must be in writing in English. SKYXOPS will send notices to Customer by email to Customer’s contact for notices stated in the Order Form or, if none is stated, to the email address associated with Customer’s account, and may also send them by courier or post to Customer’s notice address stated in the Order Form. Sections 10.6 and 13.2 state where and how certain notices are also sent. Customer must send notices of breach, termination, an indemnification claim or a dispute under Section 21 (“legal notices”) to SKYXOPS CORP., 5830 E 2nd St, Ste 7000 #11273, Casper, WY 82609, USA, or, where a Local Terms Schedule applies, to the address it states, in each case with a copy by email to legal@skyxops.com. Customer may give any other notice under the Agreement, including notice of non-renewal, an invoice or measurement dispute and a request under an Order Form, by email to legal@skyxops.com alone, unless the Agreement names another address for it. A notice of non-renewal sent by email is received on the day it is sent if it is sent on a business day before 11:59 pm US Eastern Time. SKYXOPS may change its notice address by notice to Customer under this Section 22.1, and Customer may change its contacts for notices by notice to SKYXOPS. A notice is effective when received, and an email is treated as received on the next business day after it is sent, except where the Agreement states otherwise.

22.2 Assignment. Neither party may assign the Agreement without the other party’s prior written consent, which will not be unreasonably withheld, except that either party may assign the Agreement in full, without consent, to an Affiliate or to a successor in a merger, acquisition, corporate reorganization or sale of all or substantially all of its assets or of the business to which the Agreement relates, provided the assignee is not a person described in Section 17.1 and, for an assignment by Customer, is not a competitor of SKYXOPS. A SKYXOPS Regional Entity may also assign an Order Form, without consent, to SKYXOPS CORP. or to the other SKYXOPS Regional Entity. A change of SKYXOPS CORP.’s state of incorporation by conversion, domestication or continuance is not an assignment, and SKYXOPS CORP. remains the party to the Agreement. Any other assignment is void.

22.3 Force majeure. Neither party is liable for a failure or delay in performance, other than a payment obligation, caused by events beyond its reasonable control, such as natural disasters, war, terrorism, civil unrest, labor disputes not involving that party’s own employees, epidemics, failures of public utilities or networks, or outages of the Cloud Provider services that Customer connects to the Service. An outage of the hosting provider that SKYXOPS uses to host the Service is not a force majeure event unless it is itself caused by an event of the kind described in this Section 22.3. If a force majeure event prevents SKYXOPS from providing the Service for more than 30 consecutive days, either party may terminate the affected Order Form by written notice, and whichever party terminates, SKYXOPS will refund prepaid Fees for the unused part of the Subscription Term under Section 13.6.

22.4 Independent contractors. The parties are independent contractors. The Agreement does not create a partnership, franchise, joint venture, agency or employment relationship.

22.5 No third-party beneficiaries. There are no third-party beneficiaries of the Agreement.

22.6 Electronic acceptance and counterparts. The parties may accept and sign the Agreement and any Order Form electronically, including by clicking to accept or by applying a typed, drawn or image signature to a PDF and delivering it by email. A signed PDF sent from the business email address of a party’s signatory is that party’s original and binding signature. The Agreement and any Order Form may be signed in counterparts, each of which is an original, and together they form one instrument. Neither party will challenge the validity, enforceability or admissibility of the Agreement or an Order Form because it was accepted, signed or delivered electronically.

22.7 Severability and mandatory law. If any provision of the Agreement is held unenforceable, or conflicts with a mandatory law that applies to a party, that provision will be modified only to the minimum extent necessary to make it enforceable or compliant, and the rest of the Agreement remains in effect.

22.8 No waiver. A failure or delay in exercising any right is not a waiver of it.

22.9 Entire agreement. The Agreement is the entire agreement between the parties about its subject matter and supersedes all prior and contemporaneous agreements, proposals and representations, written or oral, about that subject matter. Despite that, any non-disclosure agreement between the parties continues to apply to information disclosed under it before the Effective Date, and Section 12 applies to information disclosed on or after the Effective Date. Pricing pages, rate cards, quotes and marketing materials do not form part of the Agreement, except to the extent an Order Form expressly includes them. The Rate Card applies only as stated in Section 8.9 and the Order Form. Each party confirms that, in entering into the Agreement, it has not relied on any statement, representation, forecast, savings estimate, savings report, business case, demonstration, proposal or marketing material that is not expressly set out in the Agreement, and that it will have no claim for misrepresentation based on any such statement. This does not limit either party’s liability for fraud in the express terms of the Agreement.

22.10 Language. The Agreement is written in English. If it is translated, the English version controls.

22.11 Interpretation. Headings are for convenience only. “Including” means “including without limitation”. “Days” means calendar days unless stated otherwise.

22.12 US Government end users. The Service and Documentation are “commercial products” and “commercial computer software” and “commercial computer software documentation” under applicable US federal acquisition regulations, and US Government end users acquire only the rights granted to all other customers under the Agreement.

22.13 Claims period. To the extent permitted by law, no claim arising out of or relating to the Agreement may be brought more than one year after the claiming party knew, or should reasonably have known, of the facts giving rise to it, except a claim for unpaid Fees or a claim under Section 15.

22.14 No construction against the drafter. Each party had the opportunity to review the Agreement with legal advisers, and no rule of construction against the drafting party applies to the Agreement.