Master Services Agreement

Effective Date: April 1, 2024

Master Services Agreement

This Master Services Agreement ("Agreement") is a binding legal contract between Mugil  ("Mugil," "we," "us") and the customer purchasing services under this Agreement ("Customer," "you").

Acceptance of Terms

By signing this Agreement, or by purchasing, using, or reselling Mugil's products and services, you acknowledge that you have read, understand, and agree to the terms of this Agreement, including all applicable "Service Terms of Use." If you accept these terms on behalf of a business or legal entity, you represent and warrant that you have the authority to bind that entity to this Agreement. If you do not agree to these terms, do not use Mugil’s products or services. Acceptance of this Agreement is expressly limited to its terms.

Scope of Agreement

This Agreement governs your interactions with Mugil, including access to our platforms, and your right to purchase our services for your own use or resale. This Agreement incorporates the "Service Terms of Use" applicable to each service, detailing the use, marketing, resale, and distribution of Mugil’s services.

Definitions

Certain capitalized terms are defined in the last section or when first used throughout this Agreement.

Order of Precedence

If you are bound by more than one agreement with Mugil and the terms vary, the following order of precedence applies:

An Order Form issued by Mugil,

An agreement executed by you and Mugil that expressly supersedes standard agreements,

An electronic version of an agreement issued by Mugil and accepted by you in conjunction with an Order,

This Agreement or any other standard agreement.

Use of Services and Restrictions

Access to Platforms and Portals

As a Mugil customer, you are granted access to our management platforms, portals, and documentation ("Portals"). You may create one or more accounts and subaccounts ("Portal Accounts") to order, manage, administer, and support our services. You are responsible for maintaining the confidentiality and security of all access credentials, including passwords, to your Portal Accounts and for any use of your Portal Accounts. If you become aware of any violation of this Agreement by a user of your Portal Account, you must immediately terminate such user’s access. Administrative data associated with your Portal Accounts may be hosted in the United States regardless of your or any end user's location. You are responsible for securing the necessary consents related to the hosting location of your Portal Accounts.

Service Terms of Use

Your use of our services is subject to the applicable Service Terms of Use. In the event of a conflict between documents, the following order of precedence applies:

The applicable Order,

Service Terms of Use,

This Agreement.

We may amend the Service Terms of Use at any time, and your continued use of the services after such amendments constitutes your acceptance.

Licenses to Subscription Services

Subject to this Agreement, applicable Service Terms of Use, and payment of fees, Mugil grants you a non-exclusive, non-transferable license to use our services as provided by Mugil for the number of license units specified in an applicable Order Form. This license is limited to authorized end users. You agree not to exceed the number of purchased license units. Passwords or other license credentials must be kept confidential and may not be shared. You may make one backup or test copy of on-premises licenses, as specified in the Order Form.

Restrictions

You may not, and may not permit others to:

Use any service beyond the rights granted under this Agreement,

Remove or alter any proprietary notices on the services,

Use the services in any way that could damage or disrupt the services or their associated networks,

Reverse engineer, decompile, or disassemble the services, except where expressly permitted by law,

Copy, modify, or create derivative works of the services,

Assign, sublicense, rent, or transfer the services to any third party,

Disclose the results of any benchmarking, pen-testing, or competitive analysis of the services without our written consent,

Access the services for the purpose of competing with Mugil.

Limitation on Service Use/Content

The services may not be used to:

Send unsolicited commercial emails in violation of applicable laws,

Request, collect, store, or transmit unencrypted personally identifiable information in violation of privacy laws,

Violate any applicable law or regulation, infringe on intellectual property rights, or transmit viruses or malicious software.

Fair Use and Excessive Use

All use of services must comply with Mugil’s fair use policies and license limitations. If you exceed your license limits, you agree to purchase additional licenses and pay any applicable fees. Fair use prohibits excessive resource consumption and circumvention of intended service use.

Beta Products

You may be invited to use beta products at your own risk. Beta products are provided "as-is" and "as-available," without warranties. Mugil may never launch a beta product as a generally available service. By using beta products, you agree to hold all related information in strict confidence.

Evaluation/Trial Use

If you use a service during a trial or evaluation period, this Agreement applies, except for payment obligations. Mugil reserves the right to terminate any trial use at its discretion.

Third-Party Applications and Technology

Our services may involve third-party technology or provide links and integrations with third-party products or services ("Third-Party Technology"). Mugil does not endorse or support Third-Party Technology and disclaims all liability related to its use. You are responsible for accepting any terms and conditions imposed by third-party providers.

Payment Processors

Certain services allow access to third-party payment processing companies ("Payment Processors"). You must accept the terms and conditions of any Payment Processor you do business with. Mugil reserves the right to pass on charges imposed by Payment Processors.

Open-Source Software

If a service contains open-source software, it is licensed under the terms chosen by the provider of that software. These terms may provide additional rights beyond this Agreement.

Your Specific Obligations

End User Terms

If you resell a service to an end user, you must ensure the end user agrees to terms substantively identical to Mugil’s "Required End User Terms." Upon request, you must provide evidence of the end user's acceptance of these terms.

Responsibilities to End-User Clients

If you use a service to provide managed services on behalf of an end-user client ("Client"), you represent that you have the necessary authority to do so. You agree to comply with the Client's instructions and obtain necessary authorizations. Mugil may rely on your authorization concerning access and control of any service or content.

Business Associate Agreements for Personal Health Information Within the United States

If you or your client is subject to HIPAA and you transfer personal health information to Mugil, you agree to enter into Mugil’s standard Business Associate Agreement.

Technical Support

Mugil provides technical support only to customers who purchase directly from Mugil and maintain a current service subscription. By requesting support, you represent that you are knowledgeable about the service and are technically competent to use it. Mugil may rely on your instructions regarding support services.

ORDERS & PAYMENT

Applicability: This section on Orders and Payment applies exclusively when you purchase a Product directly from Mugil . If you purchase a Product from a third party, including Mugil -authorized distributors or through a Mugil Portal Account, the terms and conditions of that third party will govern, covering aspects such as product quantity, fees, payment terms, refunds, taxes, and renewals.

Placing Orders: When you place an order for a Product, the terms of this Agreement will apply, overriding any non-Mugil  pre-printed terms (such as those on your purchase order). Any such pre-printed terms are null and void. By placing an order, you represent that you have the financial capacity to fulfill the payment obligations for the Product during the agreed Service Term.

Order Acceptance: Receipt of an order confirmation does not signify Mugil ’s acceptance of your order, nor does it constitute an offer to sell. Mugil may accept, decline, or modify your order, including the quantity ordered, at any time after receipt. Additional verifications may be required, and Mugil reserves the right to reject any order if there are concerns about your payment ability or legal right to purchase. In the absence of written acceptance, the order is deemed accepted upon delivery or activation of the Products. Delivery dates are estimates and Mugil is not liable for delays. All sales are subject to Mugil ’s return policies. Any pricing errors or misrepresentations will be corrected, and Mugil reserves the right to revoke quotes, cancel orders, or adjust amounts due after identifying such errors, with the sole obligation being a refund of any amounts already paid.

Order Term, License Amounts, and Automatic Renewal: The term of a Service Subscription and License quantities are specified on the order. The Service Subscription begins on the "Activation Date" specified or upon access to the Product. The Service Subscription term ("Committed Service Term") may qualify for specific pricing and discounts based on its length. You agree to pay the fees for the entire Committed Service Term. Early termination by you, except in cases of Mugil ’s uncured breach, will result in an immediate lump sum payment for the remaining term. Committed Service Terms will automatically renew unless either party gives a non-renewal notice at least thirty (30) days before the term ends. License quantities may be increased but not decreased during the term.

Pricing: Pricing is as stated in the relevant order or your Portal Account. Pricing for renewal terms will include a maximum increase of five percent (5%) plus any increase in the Consumer Price Index, at Mugil ’s discretion.

Payment Terms: You agree to pay all charges associated with the Products, including one-time charges, recurring Service Subscription fees, and any additional usage-based charges. Fees are calculated by Mugil based on their records and are payable in the currency specified in the order. Payments are due upon receipt of the invoice and are non-refundable unless Mugil confirms a billing error. Disputes must be raised within thirty (30) days of receipt of an invoice, or the claim is waived. Prices exclude taxes, duties, and ancillary expenses unless quoted. Accepted payment methods may vary, and by providing a payment method, you authorize automatic charges for all incurred fees. Mugil reserves the right to change approved payment methods and requires accurate billing and contact information, which you agree to update within three (3) days of any change. Invoices may be issued by Mugil or its affiliates, and payment may be required accordingly.

Additions During Committed Service Term: The Committed Service Term applies to initial Licenses and any additional Licenses added during the term. Added Licenses cannot be decreased and will terminate on the same date as the original Service Subscription. Any add-on features will co-terminate with the Service Subscription and cannot be decreased during the term.

Collection of Fees: All payments must be made without setoff or counterclaim, and without any deductions. Payment terms and billing frequency are specified in the order or the Product Terms of Use. If payments are overdue by more than thirty (30) days, Mugil may require alternative payment methods, upfront payment, and/or impose interest/late fees at a rate of 2.0% per month or the highest rate allowed by law. Mugil may take steps to collect unpaid amounts, and you are responsible for all incurred costs, including collection expenses, court costs, and attorneys’ fees. Mugil may also suspend or terminate access to Products for non-payment, without liability.

Shipment, Title, and Risk of Loss: Mugil will designate the carrier for hardware shipments, unless otherwise specified and agreed in writing. You must notify Mugil of any non-conformity within five (5) days of delivery. New hardware orders will be shipped freight prepaid, with the title and risk of loss passing to you upon shipment leaving Mugil ’s dock.

Shipments to Certain Jurisdictions: You may be responsible for import duties, withholdings, and other taxes upon arrival of the Product. Any charges for customs clearance are your responsibility, and you are considered the importer of record, responsible for compliance with all applicable laws and regulations.

Taxes: You will pay all applicable taxes related to the sale of Products, excluding taxes based on Mugil ’s net income. You agree to indemnify Mugil for any taxes they are required to pay on your behalf.

Future Functionality: Your obligations under a Product Order or Service Subscription are not contingent upon future functionality or features, unless specified in the Product’s authorized documentation. Statements by third parties do not bind Mugil.

CONFIDENTIALITY

Application: This section governs the treatment of Confidential Information disclosed by one party (“Discloser”) to the other party (“Recipient”) under this Agreement. Special confidentiality provisions may apply to Content uploaded through the Products, as detailed in the Product Terms of Use.

Obligations: The Recipient agrees to (i) maintain the confidentiality of the Discloser’s Confidential Information; (ii) hold such information in confidence and protect it from unauthorized use or dissemination; (iii) use the same care to protect the Discloser’s Confidential Information as it does its own, but at least a reasonable standard of care; (iv) use the Confidential Information solely to fulfill its obligations under this Agreement; and (v) return or provide a copy of the Confidential Information upon the Discloser’s request.

Product Information as Confidential: The structure, organization, and source code of the Products are considered Confidential Information and may contain trade secrets. You agree to maintain the confidentiality of the Products with the highest degree of care.

Disclosure to Representatives: The Recipient may disclose Confidential Information to its employees, officers, agents, subcontractors, and independent contractors (“Representatives”) who need to know the information to fulfill their duties and are legally bound to protect it. The Recipient is responsible for the actions of its Representatives.

Disclosures Required by Law: The Recipient may disclose Confidential Information to comply with a court order or legal obligation, provided that, where legally permissible, the Discloser is given prior written notice to seek a protective order or other remedy.

Notification: In the event of any unauthorized disclosure or loss of Confidential Information, the Recipient will notify the Discloser as soon as reasonably possible.

Injunctive Relief: The Recipient acknowledges that a breach of this section may cause irreparable harm to the Discloser, entitling the Discloser to seek injunctive relief without bond or security, in addition to other legal remedies.

Return of Confidential Information: Upon termination of this Agreement or at the Discloser’s request, the Recipient will return or destroy the Confidential Information, except for one archival copy or copies stored in automated backups, which will remain subject to this Agreement.

TREATMENT OF INFORMATION AND DATA

Customer Content: You represent and warrant that you or the End-User have the necessary rights and permissions for Content used with the Products and authorize Mugil to process the Content as required to provide the Products. Mugil is not liable for unauthorized access, alteration, or loss of Customer Content, and you are responsible for its security and backup.

Rights in the Content: Except for the limited license granted to Mugil, you or the End-User retain all rights in the Content. Mugil will only use Content as necessary to provide and support the Products and is not responsible for unauthorized use by End-Users.

Personal Information and Privacy: Mugil complies with applicable data protection frameworks, including the EU-US Data Privacy Framework and the CCPA. Personal information is processed in accordance with Mugil ’s Privacy Statement and Data Processing Addendum(s), which govern in case of conflict with this Agreement.

Security: Mugil employs safeguards to secure the Products and Content but does not guarantee absolute security. You are responsible for maintaining physical, administrative, and technical controls over the Products and Content. Mugil is not liable for security breaches within your control. You must regularly update access credentials and apply necessary updates to maintain security.

Feedback: By providing feedback to Mugil, you grant a worldwide, irrevocable, perpetual, royalty-free license to use the feedback for any purpose, including product development.

Aggregate Data: Mugil may collect and use aggregate data in connection with the Products, subject to confidentiality obligations.

Here’s a rephrased version of the contract tailored for Mugil ’s customers:

TERM AND TERMINATION

Term: This Agreement begins on the earliest of: (i) your acceptance by electronic or written means, (ii) your placement of an Order for a Product, or (iii) your use or resale of a Product and will remain in effect until terminated as per this section (the “Term”). The Term of this Agreement is separate from any Committed Service Term tied to a specific Service Subscription, which will be outlined in the corresponding Order. Even upon termination, this Agreement will continue to apply to any Service Subscriptions that extend beyond the Term until those Service Subscriptions expire or are terminated.

Termination for Convenience: Either party may terminate this Agreement without cause, provided that 30 calendar days' written notice is given. Termination for convenience will not affect any Service Subscription purchased before termination, which will continue until the end of the applicable Committed Service Term (a “Trailing Subscription”). You are required to continue making payments for a Trailing Subscription until it expires, and this Agreement will continue to govern those subscriptions until they expire.

Termination for Material Breach: Either party may terminate this Agreement by giving notice if the other party materially breaches the Agreement and fails to remedy the breach within 30 days of receiving written notice. Mugil may immediately terminate this Agreement or any individual Service Subscription for: (i) non-payment that is not cured within 10 days of notice; or (ii) your violation of Section 2 (Use of Products and Restrictions) or Section 13 (Compliance with Laws). We may also terminate this Agreement immediately if you use Products in a way that causes or could cause damage to Mugil or a third party, or if you engage in abusive or threatening behavior towards or about us.

Effect of Termination: Upon either party serving a notice of termination, you may not order or sell additional Products without our express written consent. Upon termination, (i) we may revoke your Portal access, except where needed to manage Trailing Subscriptions; (ii) all outstanding amounts you owe will become immediately due and payable; and (iii) all rights and licenses granted under this Agreement will terminate, and you must cease using, marketing, and distributing the Products and Mugil Marks, except as required to manage Trailing Subscriptions.

Use of Product After Termination: Termination of this Agreement does not affect our rights concerning End Users’ use of Products purchased from you. If you used a Product to provide Managed Services to an End User, and if we possess the End User’s Content in our Cloud, we may assume your role with that End User and/or assign such End Users to a different Mugil customer.

Deletion of Data: If this Agreement’s termination also results in the termination of Service Subscriptions, we reserve the right to permanently delete all related Content or disable access to such Content from our remotely located servers, without liability.

Survival: Notwithstanding termination, the following provisions will survive: (i) those explicitly stated to survive; (ii) those that, by their nature, should reasonably survive; and (iii) Sections 7 through 12, Section 14, Section 15, Subsections 4(a), 4(d), 6(f) through 6(h).

WARRANTIES AND LIMITATIONS ON LIABILITY

Mutual Warranties: Each party warrants that: (i) it is duly organized, validly existing, and in good standing under the laws of its place of incorporation or formation; (ii) it has the authority to enter into this Agreement and fulfill its obligations; and (iii) entering into this Agreement does not violate any previous agreement with any third party.

Limited Mugil Warranties: Warranty terms for hardware Products provided by Mugil  are found in the applicable Product Terms of Use. Mugil warrants that for 30 days from your first use of Software and Services, the Software and Services will operate substantially as described in the Documentation. Warranty claims must be reported within the Warranty period, and defects must be observable or reproducible by Mugil. Mugil ’s obligations and your sole remedy for valid Warranty claims are limited to one of the following, as determined by Mugil : (i) repairing the defect; (ii) replacing the Product with an equivalent product or service; or (iii) in the case of Service Subscriptions, terminating the Subscription and issuing a credit for prepaid amounts or, for hardware, issuing a credit upon return of the hardware.

LIMIT ON WARRANTIES: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL OTHER PROMISES, REPRESENTATIONS, AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, DATA ACCURACY, DATA SECURITY, OR ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE PRODUCTS WILL MEET ANY SPECIFIC REQUIREMENTS OR THAT OPERATION OF ANY PRODUCT WILL BE SECURE, UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ALL ERRORS WILL BE CORRECTED. PRODUCTS ARE TOOLS TO ASSIST CUSTOMERS IN RUNNING AND PROTECTING THEIR BUSINESSES OR THEIR CLIENTS' BUSINESSES, AND ARE NOT A SUBSTITUTE FOR APPROPRIATE INSURANCE, SUCH AS CYBER LIABILITY OR PROFESSIONAL LIABILITY INSURANCE. PRODUCTS ARE NOT DESIGNED OR INTENDED FOR USE IN LIFE-DEPENDENT OR HAZARDOUS ENVIRONMENTS WHERE FAILURE COULD LEAD TO DEATH, PERSONAL INJURY, PHYSICAL DAMAGE, OR ENVIRONMENTAL DAMAGE. EXCEPT FOR REPRESENTATIONS SPECIFICALLY MADE BY US IN WRITING, WE MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT ANY PRODUCT’S COMPLIANCE WITH LAWS AND REGULATIONS APPLICABLE TO ANY SPECIFIC END USER OR INDUSTRY, AND DISCLAIM ALL LIABILITY ASSOCIATED THEREWITH. THE PRODUCTS MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER INHERENT PROBLEMS IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. WE ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NO SUPPLIERS OF ANY THIRD-PARTY COMPONENTS INCLUDED IN THE PRODUCTS WILL BE LIABLE FOR ANY DAMAGES WHATSOEVER.

No Professional Advice and Revenue Guarantee: Some of our Products may provide tools to help you calculate taxes, track compliance, aid in accounting, or similar services. YOU UNDERSTAND THAT THESE PRODUCTS ARE NOT INTENDED TO PROVIDE PROFESSIONAL ADVICE AND ARE NOT A SUBSTITUTE FOR LEGAL, ACCOUNTING, FINANCIAL, OR OTHER EXPERT ADVICE. Reports, agreements, templates, and other information generated by or provided through our Products are opinions and should be reviewed by you with your professional advisors. We do not guarantee any minimum revenue or profit as a result of this Agreement or from using or selling the Products.

LIMITATIONS AND EXCLUSIONS OF LIABILITY: TO THE FULLEST EXTENT ALLOWED BY LAW, NEITHER WE NOR OUR LICENSORS OR SUPPLIERS WILL BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR COSTS, INCLUDING LOST PROFITS, LOST REVENUES, BUSINESS INTERRUPTION, OR THE VALUE OF LOST DATA, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE. IN NO EVENT WILL WE BE LIABLE FOR THE PROCUREMENT OF SUBSTITUTE SERVICES OR PRODUCTS. OUR TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LIMITED TO DIRECT DAMAGES ONLY, IN AN AMOUNT EQUAL TO THE FEES RECEIVED BY US RELATED TO THE SPECIFIC PRODUCT OR SERVICE IN THE SIX MONTHS PRIOR TO THE INCIDENT GIVING RISE TO SUCH LIABILITY. THESE LIMITATIONS ARE INTENDED TO APPLY EVEN IF OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR PROVEN INEFFECTIVE.

Essential Basis: The disclaimers, exclusions, and limitations of liability in this Agreement form an essential basis of the Agreement and have been relied upon by both parties. Absent these disclaimers, exclusions, and limitations, the terms and conditions of this Agreement, and the Fees for the Products, would be substantially different.

Indemnification

Indemnification by Mugil. Mugil agrees to defend you from and against (or, at our option, settle) any third-party claims that a Product provided under this Agreement infringes or misappropriates a third party’s patent, copyright, or trademark rights in Canada. We will indemnify and hold you harmless from all damages, costs, and similar liabilities ordered by a court or agreed upon by Mugil in settlement of any such claim. Our indemnification obligations will not apply to: (i) claims of infringement based on your combination of the Product with other products, services, software, or marks if the infringement could have been avoided by using the Product without such combination; (ii) any modifications to the Product not made by us; (iii) any damages incurred due to your failure to use any updates to the Product we provide; (iv) use of a Product in a manner that does not conform to its Specifications; or (v) a Product-related claim stemming from your specific directions (these exceptions collectively referred to as “IP Exclusions”). If we determine that a Product is or may be subject to an infringement claim, we may, at our option: (1) procure for you the right to continue using or distributing the Product in accordance with this Agreement, or (2) replace or modify the Product so it becomes non-infringing. If neither of these options is commercially practicable, we may terminate this Agreement or your ability to further use or distribute such Product upon written notice to you. This Section represents your sole and exclusive remedy and Mugil’s sole and exclusive liability for any claims based on Mugil’s infringement of intellectual property or other proprietary rights.

Your Indemnification of Mugil. You agree to defend Mugil, our licensors, and affiliates, and the officers, directors, employees, and representatives of each of them (collectively, “Mugil Indemnified Parties”), from and against all damages and costs incurred as a result of a third-party claim. You will indemnify and hold all Mugil Indemnified Parties harmless from all damages, costs, and similar liabilities in connection with any such claim, to the extent the claim arises out of: (i) your breach of this Agreement; (ii) your negligence or other acts or omissions resulting, in whole or in part, in a third-party claim being asserted against us; (iii) any of the IP Exclusions referenced above; (iv) your actions beyond the authority granted by any End User; (v) your failure to secure Content, any personally identifiable information, or Confidential Information in a reasonable manner (such as, for example, your failure to encrypt in transit or at rest when available or properly protect passwords or other access credentials); (vi) your breach of Applicable Law involving the Products; and (vii) except for claims of infringement or misappropriation for which we are responsible under the preceding section, a claim brought by any of your End Users (both organizations or individuals) arising out of or related to the End User’s relationship with you.

Process. The foregoing indemnification obligations are conditioned on any indemnified party: (i) notifying the indemnifying party promptly in writing of such action; (ii) reasonably cooperating and assisting in such defense; and (iii) giving sole control of the defense and any related settlement negotiations to the indemnifying party with the understanding that the indemnifying party may not settle any claim in a manner that admits guilt or otherwise prejudices the indemnified party, without consent.

Audit/Expenses

Audit. You will retain all records and documentation regarding your compliance with this Agreement throughout the Term and for three (3) years thereafter. At all reasonable times during the Term and such subsequent three (3) year period, we or our duly authorized representative will be permitted access to such records and documentation for purposes of auditing and verifying compliance with this Agreement upon 5 business days prior written notice, during your regular business hours.

Tracking Deployment and License Use. Products may be programmed to track the number of deployed License Units (such as seats, authorized devices, or users). You consent to such tracking and shall not, directly or indirectly, circumvent, impede, or obstruct such tracking or reporting. You grant Mugil the right to track and monitor use by all End-Users, and you will provide access to your records, personnel, and representatives during your normal business hours to verify compliance with this Agreement, including License limits. If an audit reveals that Licenses used by you exceeded the amounts paid for and that additional amounts are owed, you shall pay such amounts immediately. Mugil will bear the cost of the audit unless the audit reveals that the additional amounts owed exceed five percent (5%) of the total License Fees paid during the audited time period, in which case the reasonable cost of the audit shall be paid by you.

Costs and Expenses. Except as expressly stated, each of us will bear all costs and expenses incurred in performing our respective obligations under this Agreement, including expenses related to marketing of the Products, and you are not entitled to receive any fees, commissions, or other payments for the performance of your obligations.

Compliance with Laws

All Applicable Laws. You represent and warrant that in performing this Agreement, you will comply, and will cause your employees, directors, officers, suppliers, and independent contractors to comply with all Applicable Laws and regulations related to your activities under this Agreement. You will not cause us or our affiliates to be in violation of any Applicable Laws or regulations. You will respond to our requests for information, to the extent reasonable and related to our efforts to ensure compliance with Applicable Laws and regulations.

Subcontractors. You are expected to use Products yourself or sell directly to your End User clients as part of Managed Services, and not through additional sales channels unless otherwise agreed to by Mugil in writing. You may not retain any third-party broker, agent, sub-reseller, or other contractor to perform your obligations under this Agreement unless such third party is approved by us in writing or otherwise in accordance with standards approved by us in advance. We may withhold or withdraw such approval at our sole discretion.

Compliance, Required Permits and Authorizations. You will, at your own expense, obtain and maintain through the term of the Agreement all licenses, permits, certifications, reports, approvals, and other authorizations required and will otherwise comply with all laws governing the importation or distribution of the Products into and throughout the permitted Territory and will pay (and reimburse us if we are required to pay) all related governmental charges and expenses.

Export Compliance. You represent and warrant that you: (i) will comply with all import laws, export laws, restrictions, product certification requirements, national security controls, and regulations of Canada and any other applicable jurisdiction in the Territory; (ii) will not import, export, or re-export or allow the import, export, or re-export of the Products, or any Content through use of the Products, in violation of any such import laws, export laws, restrictions, controls, or regulations. Such laws include, but are not limited to, the Canadian Export Control List, and other applicable export regulations. Without limiting the generality of the foregoing, each party agrees that it does not intend to nor will it, directly or indirectly, engage in any import, export, or reexport of the Products or services or use or access of any Products or services to (i) any territory subject to an economic embargo or prohibition, or to any national of such territory, wherever located, (ii) to any entity or individual who such party knows or has reason to know is engaging in the design, development, or production of nuclear, chemical, or biological weapons, or missile technology, or (iii) to any entity or individual prohibited by Canadian or other applicable government from participating in import or export transactions. We reserve the right to refuse sales of Products, terminate, suspend or limit functionality or the provision of Products, or take other actions to comply with any such laws or regulations without liability to you or any third party.

Corrupt Practices. You agree to comply with all Applicable Laws relating to anti-bribery and anti-corruption compliance, including but not limited to the Canadian Corruption of Foreign Public Officials Act (CFPOA) and other applicable anti-corruption, anti-fraud, embezzlement, anti-money laundering, and anti-terrorist financing laws and regulations (collectively, “Anti-Corruption Laws”). You will not, with corrupt, improper, or illegal intention, directly or indirectly, offer, promise, authorize, pay, give, solicit, or accept any money, favor, advantage, bribe, kickback, or anything else of value to or from an Official or any other individual or entity, whether in the public or private sector, for purposes of obtaining, retaining, or directing business, regulatory approvals, or any other improper advantage. Neither you nor, to your knowledge, any of your affiliates’ respective owners, officers, directors, employees, subcontractors, or, to your knowledge, any immediate family member of the foregoing persons (collectively, “Interested Persons”) is an Official who has not otherwise been disclosed as such to us in writing. You will notify us promptly if (i) an Interested Person becomes an Official or (ii) an Official becomes an Interested Person or acquires a personal interest in your income.

Developments. You will use your best efforts to promptly advise us in writing of any statute, regulation, or other law in the Territory that affects the importation, exportation, sale, promotion, provision, or protection of the Product or services or which otherwise has a material effect on the parties’ rights or obligations under the Agreement.

Government Registration. If any approval or registration of this Agreement (“Required Registrations”) is required to give the Agreement full force and effect, then you will be responsible for ensuring that any such Required Registrations are timely made and validly maintained. To the extent permissible by Applicable Law, you will cause the Required Registration to be completed and provide Mugil with evidence of completion and maintenance. If Required Registration becomes required or applicable after the execution of the Agreement, you will promptly take all necessary steps to ensure its completion. If required for the Agreement to be valid or enforceable, you will pay all related costs.

Definitions

"Administrative Data" refers to the data concerning the registration, use, and administration of Products that Mugil may capture and make available to you. This includes telemetry and logs related to access and use of the Portals, as well as access to and downloading of Content. Administrative Data excludes the Content itself.

"Affiliate" means any entity directly or indirectly controlling, controlled by, or under common control with another entity.

"Applicable Laws" refers to any relevant laws, rules, regulations, directives, codes, orders, or other requirements that apply to a party in any jurisdiction covered by this Agreement.

"Confidential Information" encompasses any business, operational, or technical information designated as confidential, or that a reasonable person would consider confidential given its nature or circumstances of disclosure. This includes, but is not limited to, information about the terms of this Agreement, the Products or Services, Intellectual Property Rights, pricing, discounts, marketing plans, roadmaps, financial details, security information, and third-party audit reports. Confidential Information does not include Content, Feedback, Administrative Data, or Aggregate Data. It also does not include information that: (i) was publicly available at the time of disclosure; (ii) became publicly available through no fault of the receiving party; (iii) was known to the receiving party before disclosure; or (iv) was lawfully obtained from a third party who was not under an obligation of confidentiality.

"Content" means all data and other material submitted through our Product platforms or otherwise provided to Mugil through the use of the Products by you, an End User, or on behalf of either. Examples include data backed up through our backup Products.

"Documentation" refers to the current data, information, and other content provided by Mugil under this Agreement regarding our Products or Services. Documentation includes Specifications, white papers, user manuals, knowledge base articles, and technical data sheets.

"End User" means the individual or entity that purchases a Product for its own use and not for resale, and who owns, licenses, or controls Content, or for whose benefit Content is held, transmitted, or monitored in connection with any Product.

"End User Terms" are terms related to certain Products that must be included in a valid, enforceable contract between you and an End User. These terms are often detailed in the applicable Product Terms of Use.

"Fees" refers to subscription fees, hardware pricing, and other charges specified in this Agreement, an Order (including a Statement of Work), or other documentation for the purchase and license of Products.

"Mugil Marks" means Mugil’s trademarks, service marks, trade names, brands, domain names, URLs, logos, and other proprietary identifiers, whether registered or not.

"Mugil Services" means all services provided by or on behalf of Mugil, including but not limited to business continuity, backup, disaster recovery, routing, file sharing, networking, hosting, remote monitoring and management, professional services, technical support, training, business management, Portals, or other applications offered by Mugil. The term "Product" includes associated Mugil Services.

"Mugil Software" means the software technology and Intellectual Property Rights of Mugil and its licensors, including updates, upgrades, modifications, embedded software on hardware devices, and any agent software loaded onto endpoints. The term "Product" includes associated Mugil Software.

"Intellectual Property Rights" refers to all intellectual property rights, whether registered or unregistered, including patents, copyrights, trademarks, service marks, trade names, design rights, database rights, domain names, trade secrets, and related applications and renewals.

"License" means the right to use a Product in accordance with the terms of this Agreement and as defined in the applicable Documentation. Licenses are measured in units such as storage units, seats, protected endpoints, or other License Units.

"Managed Services" means the services provided by you to End Users (such as your Clients) using the Products.

"Marketing Materials" includes press releases, advertising materials, and other items or information provided by or on behalf of Mugil for the purpose of promoting the Products.

"Official" means (i) any director, officer, employee, contractor, or agent of a government, military, or state-owned entity; (ii) any department, agency, corporate entity, instrumentality, or political subdivision of any government or military; (iii) any person or commercial entity acting on behalf of any government or military; (iv) any candidate for political office, political party, or official of a political party; or (v) any officer, employee, contractor, or agent of a public international organization such as the United Nations or the World Bank.

"Order" means the documentation for the initial or renewal purchase of a Product, including a Service Subscription, specifying the Product, Service Subscription, License quantity, applicable Fees, billing period, and other charges agreed upon. An Order may be generated through a Portal store, provisioning in a Product Portal, Service registration, or by separate written or electronic document. Orders include Statements of Work or similar documents describing Products and Mugil Services and are subject to the terms of this Agreement and applicable Product Terms of Use.

"Portal" means any web-based application, platform, or portal provided by Mugil containing information related to Mugil, as well as the purchase, use, management, support, and resale of the Products.

"Products" refers to any product or service made available by Mugil, including Mugil Services, Mugil Software, hardware products, and Portals, along with Enhancements and Documentation related to all of the foregoing, used, resold, or distributed according to the terms of this Agreement.

"Product Administrator" means a party (other than Mugil) authorized by an End User to manage, support, and use a Product for that End User's benefit. This term includes you when providing Managed Services to an End User.

"Product Terms of Use" refers to the terms and conditions issued by Mugil applicable to the use of each Product. These terms may be listed in Section 2 or elsewhere, including within Product Platforms or on Mugil’s websites.

"Professional Services" means implementation, configuration, integration, deployment, administration, customization, training, and other services provided by or through Mugil. Professional Services do not include base SaaS services included in a Service Subscription. An Order for Professional Services may be referred to as a "Statement of Work."

"Service Subscription" refers to a subscription to Mugil Services as specified in an Order, describing the license to use a Product, such as the length of the Committed Service Term, License Unit measurement, retention periods, storage allotment, or other features.

"Specifications" means the policies, Documentation, price sheets, knowledge base articles, user manuals, and any technical or industry materials made available by Mugil describing the features and functionality of a Product. Mugil is bound only by the current Specifications issued by Mugil.

"Territory" means the geographic area where you are authorized to use, market, and/or resell the Products. The Territory does not include any jurisdiction where the sale or use of the Products is prohibited by Applicable Law.