LOGICMANAGER MASTER SUBSCRIPTION AGREEMENT

This Master Subscription Agreement (“MSA”) is between LogicManager, Inc. (“LogicManager”) and Customer and outlines the terms and conditions governing the use of LogicManager’s Service.

By entering into a written Order Form or similar document with LogicManager that incorporates this Agreement by reference, you agree to these terms and conditions.

LogicManager will provide the Services with access to the Solution Packages specified in your Order Form in accordance with the terms of this Agreement. Unless otherwise specified in this Agreement with your Order Form, you are granted a non-exclusive, limited right to use the Service for the Service Period defined in your Order Form, unless terminated earlier in accordance with this Agreement.

Incorporation by Reference:

This Agreement may be supplemented by additional agreements, addenda, or Order Forms entered into between the Parties. Unless explicitly stated otherwise, the terms and definitions set forth in this Master Subscription Agreement shall apply to and be incorporated into any related agreements or addenda. In the event of any conflict between this Agreement and an addendum or Order Form, the addendum or Order Form shall control only where expressly stated.

Agreement Modifications, Customer Rights & Dispute Process:

LogicManager may update this Agreement to reflect changes in applicable laws, security requirements, or service enhancements that improve functionality or compliance. The latest version of this Agreement will be available at https://www.logicmanager.com/master-subscription-agreement/.

Material Updates—defined as modifications that substantially alter primary capabilities, restrict access, or impose additional costs beyond the original Order Form terms—will take effect thirty (30) calendar days after written notice is provided (“MSA Update Effective Date”). Customers may submit a written dispute within ten (10) calendar days of receiving such notice. Both parties will engage in structured negotiations for up to twenty (20) calendar days. If an alternative resolution is not reached and the Customer continues using the Service after the MSA Update Effective Date, the updated Agreement will take effect regardless of any dispute. After the MSA Update Effective Date, the Customer’s sole remedy is to follow the Dispute Escalation & Resolution process in Section 11.

Non-Material Updates—including administrative, regulatory, security, or operational changes that do not alter functionality, restrict access, or increase costs—are effective immediately and do not require prior notice.

The expiration of the Service Period does not constitute termination by LogicManager.

1. Definitions.

As used herein, the following terms are defined as follows:

“Access Levels” define the tiered permissions framework that governs Licensed Users’ functional access within the Service. Access Levels vary based on assigned User Roles and may include, but are not limited to: administrators, moderate users, task users, and view-only users. Access Levels are structured to align with governance policies, Solution Package licensing terms, and Separation of Duties (SoD) compliance requirements.

“Actions” refer to discrete activities performed within the LogicManager Platform that involve the creation, modification, or management of data.

“Advisory Services” means enablement services provided post-onboarding to support Customers with expert guidance, strategic risk management, and tailored insights to support the effective use of Solution Package Licenses, as specified in the applicable Order Form.

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common Control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests, ownership interests, or the power to direct the management or policies of the entity.

“Agreement” means the terms of use contained in this Master Subscription Agreement, any Order Forms, and any materials available on the LogicManager website specifically incorporated by reference.

“Annual Period” is one of several one-year periods of a multi-year contract as defined in the Order Form.

“Connectors” refer to prebuilt, zero-code integrations that enable data exchange between specific Solution Packages and their associated Third-Party Services. These integration points facilitate interoperability as outlined in the Customer’s Service Access Plan and Order Form.

“Content” means information developed or obtained by LogicManager, sourced from publicly available or third-party content providers and made available to Customer through the LogicManager Service within Solution Packages.

“Customer” means the legal entity or organization that is a party to this Agreement and is entering into this contract for the use of the Services provided by LogicManager in accordance with the terms and conditions set forth herein. In the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this Agreement, and Affiliates of that company or entity (for so long as they remain Affiliates) that have executed Order Forms.

“Customer Data” means any data, information or material provided or submitted by Customer to the Service.

“Editions” refer to the Professional and Enterprise Editions of the Service. Unless otherwise specified on the Order Form, the Customer purchases the “Professional Edition” with standard service, while the “Enterprise Edition” is tailored for larger organizations or those with specialized requirements for administration and support.

“Effective Date” means the earlier of either the date of this Agreement or any Order Form that is signed.

“Free Trial Services” means any Services, including but not limited to Free Accounts and Connectors, that LogicManager makes available to Customer at its sole discretion without an Order Form. Free Trial Services exclude Services listed on an Order Form and are provided on a discretionary basis and may be revoked at any time.

“Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, know-how and other trade secret rights, confidential information and all other intellectual property and proprietary rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.

“Jobs-to-be-Done” or “JTBD” refers to the specific business objectives or processes that a Solution Package is designed to support and enable. JTBD defines the intended purpose, use cases, and scope of each Solution Package to ensure alignment with Licensed Users, assigned User Roles, and governance requirements specified in the Order Form. Customers must ensure that JTBD-aligned roles and responsibilities are properly implemented to maintain compliance with Solution Package licensing terms.

“Licensed User” means an individual designated by the Customer who has been explicitly granted access to the Service. Each Licensed User is assigned a specific User Role that determines their access permissions, responsibilities, and governance requirements. Customers must ensure that all Licensed Users are classified accurately based on their functional roles and that no Licensed User exceeds the scope of access granted under the applicable Solution Package License. Access is restricted to the specific Licensed Users designated by Customer, and accounts may not be shared among multiple individuals.

“LogicManager” means LogicManager, Inc., a Delaware corporation, having a principal place of business at 6 Liberty Square #2316 Boston, MA 02109.

“LogicManager Expert” (LMX) means LogicManager’s generative AI-powered capability designed to support the adoption and effective use of LogicManager’s Solution Packages. LMX outputs are derived from LogicManager’s knowledge base, methodologies, publicly available best practices, and licensed GPT models. These outputs may include content generated from Customer inputs, LogicManager proprietary resources, and licensed third-party tools, all in compliance with applicable licensing terms. Data submitted to LMX is handled in accordance with LogicManager’s Confidentiality obligations.

“Onboarding Services” means professional services provided by LogicManager to facilitate the Customer’s initial adoption of its Enterprise Risk Management Platform. Onboarding Services are structured around LogicManager’s risk-based methodologies, including its proprietary Risk Maturity Model (RMM), to ensure consistent and measurable adoption outcomes.

“Order Form(s)” means the Order Form evidencing the subscription for the Service and any subsequent Order Forms submitted by Customer specifying the Service Period purchased, the billing terms, and other charges as agreed to between the parties; each such Order Form to be incorporated into and to become a part of this Agreement.

“Personal Data” means any information relating to (i) an identified or identifiable natural person and, (ii) an identified or identifiable legal entity (where such information is protected similarly as personal data or personally identifiable information under applicable law), where for each (i) or (ii), such data is Customer Data.

“Platform” refers to the LogicManager technology, including its software, infrastructure, and associated components, provided to the Customer for accessing and utilizing the Service. This encompasses web interfaces, data management, encryption, hosting, and APIs as specified in the applicable Order Form.

“Report Run Volume” measures the total number of times reports are executed in a customer’s environment within a given time period.

“Risk Ripple” refers to a cascading effect or interconnected associations defined between LogicManager elements to reference, align, propagate, link, associate, map, identify, and analyze using the LogicManager Platform’s risk-based intelligence. A Risk Ripple represents the downstream and upstream consequences of risks across processes, teams, or external parties.

“Security Incident” means the confirmed unauthorized or unlawful access, acquisition, disclosure, alteration, loss, or destruction of Customer Data.

“Separation of Duties” or “SoD” is a governance principle embedded within Solution Packages, requiring the clear division of responsibilities among Licensed Users to prevent fraud, negligence, or waste. SoD enforcement ensures that no single user has unchecked authority over critical business processes and mandates that assigned User Roles include appropriate restrictions and permissions aligned with the Customer’s Jobs-to-be-Done (JTBD) and Solution Package licensing terms. Customers must maintain proper documentation and justification of SoD enforcement, which may be subject to compliance validation by LogicManager.

“Service(s)” refers to the Solution Package Licenses, Connectors, Onboarding, Advisory, support services, and the associated Service Access Plan as specified on a signed Order Form or equivalent order document with LogicManager.

“Service Access Plan” refers to the tiered offerings that grant access to LogicManager’s core Enterprise Risk Management platform, with varying levels of access to third-party integration Connectors and APIs as specified in the applicable Order Form.

“Service Period” refers to the timeframe during which a customer has access to LogicManager Services, as specified in the applicable Order Form. If the agreement includes auto-renewal, the Service Period extends for successive renewal terms unless terminated in accordance with the MSA.

“Solution Package(s)” refers to a packaged set of software, content, workflows, reports, and governance tools required to support a defined Job-to-be-Done (JTBD). Solution Packages are structured to align with specific JTBD objectives and incorporate User Roles with role-based permissions and restrictions to enforce Separation of Duties (SoD) as necessary for governance best practices. Customers must adhere to the licensing terms and governance framework associated with their Solution Package(s) to maintain compliance with this Agreement.

“Solution Package Licenses” means the rights granted to Customers to access and use LogicManager’s Solution Packages as specified in the signed Order Form. Each Solution Package License includes unlimited Licensed Users within the scope of the licensed Solution Package, with access governed by User Roles, Separation of Duties (SoD), and governance policies. Customers are responsible for accurately defining, configuring, and managing permissions to ensure compliance with licensing terms, including Solution Package usage, governance best practices, and Separation of Duties (SoD) enforcement.

“Third-Party Service(s)” means any products, services, or resources provided by external entities including software applications, APIs, data feeds, Connectors, integrations, consulting services, and other offerings that are integrated with and / or utilized in conjunction with the Services provided under this Agreement but are not owned, controlled, or maintained by LogicManager.

“User(s)” means Customer’s employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by Customer (or by LogicManager at Customer’s request).

“User Roles” refer to a set of permissions assigned to a Licensed User by the Customer, scoped to the permissions appropriate for a specific Solution Package and Access Level. User Roles are structured to align with Jobs-to-be-Done (JTBD) while ensuring responsibilities and permissions are appropriately divided to enforce governance best practices, including Separation of Duties (SoD), and prevent fraud, negligence, or waste. Customers are responsible for ensuring that User Roles are appropriately defined, assigned, and maintained to prevent unauthorized actions, conflicts of interest, or governance failures.

2. Privacy & Security.

2.1 Privacy. The Service is designed to host Customer Data. LogicManager will not review, share, distribute, or reference any Customer Data except as provided in this Agreement, or as may be required by applicable law. Individual records of Customer Data may be viewed or accessed by LogicManager only for the purpose of resolving a problem, providing Services, addressing support issues, or suspected violation of this Agreement, or as may be required by applicable law. Customers are responsible for maintaining the security and confidentiality of their LogicManager usernames and passwords. Note that because the Service is a hosted, online application, LogicManager occasionally may need to notify all users of important announcements regarding the operation of the Service. This commitment does not prevent LogicManager from disclosing the fact that you are a Customer.

2.2 Security. LogicManager will maintain appropriate administrative, physical, and technical safeguards to protect against Security Incidents. In the event of a Security Incident, LogicManager shall promptly notify the Customer in writing, in accordance with relevant State and federal laws, without undue delay. We will also take all reasonable and appropriate measures to address and mitigate the consequences of the Security Incident. Additionally, we will keep the Customer informed of any updates related to the Security Incident. To the extent that LogicManager processes Personal Data about any individual in the course of providing the Service, the terms of LogicManager’s Data Processing Agreement shall control and is incorporated herein by reference. Customer is responsible for implementing and managing user roles and permissions in accordance with their internal policies to maintain secure and effective usage of the Service.

2.3 Data Storage Geography. Customer Data will be stored in the geography corresponding with their licensing terms as defined in the Order Form. Access outside of the geography for after-hours support and maintenance is allowed by LogicManager employees to perform the Agreement obligations.

3. Confidentiality.

3.1 Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer’s Confidential Information includes Customer Data. LogicManager’s Confidential Information includes all aspects of the Service and Content. Confidential Information of each party includes the terms and conditions of this Agreement and all Order Forms (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by either party. Data submitted by customers within LogicManager Expert (LMX) is treated as Confidential Information, is processed solely for the purposes of service delivery under the terms of this Agreement and is not used by any third parties to train their models. LMX complies with LogicManager’s privacy, security, and confidentiality standards.

3.2 Exclusions. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party on a non-confidential basis without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party without use of or reference to the Confidential Information of the Disclosing Party.

3.3 Duty of Care. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own Confidential Information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel, auditors or accountants will remain responsible for such Affiliate’s, legal counsel’s, auditors, or accountant’s compliance with this section.

3.4 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

4. License Grant, Restrictions & Acceptable Use.

4.1 License Grant. LogicManager hereby grants Customer a non-exclusive, non-transferable, right to use the Service, solely for Customer’s own internal business purposes, subject to the terms and conditions of this Agreement and Order Form. All rights not expressly granted to Customer are reserved by LogicManager and its licensors. Customers may not sublicense, distribute, or transfer the Service, except as explicitly authorized under this Agreement. However, Customers retain a non-exclusive, non-transferable license to use LMX-generated outputs internally for their business operations, provided such use does not involve commercial resale or third-party distribution.

4.2 Restrictions. The Customer agrees to the following restrictions regarding access to and use of the Service:

4.2.1 Competitor Access. Direct competitors of LogicManager may not access the Service without LogicManager’s prior written consent.

4.2.2 Prohibited Uses. The Customer shall not (i) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit the Service or its Content in any way; (ii) reproduce, modify, translate, enhance, decompile, disassemble, or create derivative works of the Service, or merge it into another program; (iii) reverse-engineer any part of the Service or use LMX-generated outputs to extract, replicate, or derive LogicManager’s proprietary methodologies, data structures, or intellectual property; (iv) use any part of the Service, including its software, to build a competitive product or service, conduct competitive analysis, or copy any ideas, features, functions, or graphics of the Service, including its software; (v) interfere with or disrupt the integrity or performance of the Service or the data contained therein; (vi) knowingly send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material that violates a third party’s privacy rights; or (vii) attempt to gain unauthorized access to the Service or its related systems or networks.

4.3.2 User Access Restrictions. User accounts may not be shared or used by more than one individual. Users who have terminated employment or changed job status shall no longer access the Service.

4.3 Third-Party Service(s), Connectors, and APIs License Grant.

4.3.1 Third-Party Service(s). Customers may use LogicManager’s Platform, including LogicManager Expert (LMX) and Third-Party Services, solely in conjunction with the Service and in compliance with all applicable laws, regulations, and third-party agreements. Customers acknowledge that Third-Party Services accessed through the Platform may have separate terms and conditions, which they must comply with.

LogicManager does not control or assume liability for the performance, functionality, or availability of Third-Party Services or data accessed through the Platform. LogicManager reserves the right to terminate access to Third-Party Services only if the Connector poses security risks, violates compliance policies, or becomes unsupported by the third party. In cases where LogicManager removes a Connector that was explicitly included in the Customer’s Order Form, LogicManager shall provide a pro-rata credit for the remaining Service Period, unless a replacement Connector is provided with equivalent functionality.

4.3.2 Connectors. Customers may activate Connectors as permitted by their Order Form and Service Access Plan. LogicManager reserves the right to approve, configure, or modify Connectors to ensure security, compliance, and interoperability.

Types of Connectors:

Standard Connectors: Approved Connectors that do not require modification by LogicManager and can be configured by the Customer.
Custom Connectors: Connectors that require additional customization, configuration, or LogicManager development to interoperate with the Customer’s environment. These Connectors may require a Custom Service Access Plan as specified in an Order Form.

Unless explicitly stated in the Order Form, Connectors do not provide Customers with direct access to LogicManager’s underlying APIs, nor do they authorize Customers to independently configure, extend, or repurpose API functionality outside of the pre-defined Connector scope.

4.3.3 API Usage Restrictions. Access to LogicManager APIs must be explicitly specified in the applicable Order Form and is restricted to the scope outlined therein. Customers may not grant API access to any User or system beyond the authorized scope outlined in their Order Form. API credentials, tokens, or authentication permissions may not be assigned, delegated, or expanded beyond the specific Connectors and use cases licensed under the Customer’s Service Access Plan in the applicable Order Form. Customers are responsible for ensuring that internal role-based access controls (RBAC) and IT permissions do not circumvent LogicManager’s licensing restrictions. LogicManager reserves the right to revoke API access at any time for customers who do not meet licensing requirements.

4.3.4 Activation & Data Sharing. By using Third-Party Services, activating a Connector or an API, the Customer (i) authorizes LogicManager to share necessary Customer Data with the relevant third-party provider to facilitate the Connector; and (ii) grants permission for the third-party provider to access Customer Data as required for the service.

Customer agrees to abide by the Connector limits defined in their Service Access Plan and Order Form.

4.4 Acceptable Use Policy. Customers and their Users may not (i) use the Service to harass, harm, or infringe on the rights of others; (ii) publish false, defamatory, or obscene material; (iii) violate privacy rights; (iv) promote hate or discrimination; (v) send unsolicited communications; (vi) otherwise violate applicable laws or regulations; (vii) conduct benchmarking, performance testing, network discovery, vulnerability scanning, or penetration testing without prior written consent from LogicManager; (viii) use the Service or its outputs for purposes outside the intended scope of their licensed Solution Packages; or (ix) modify, circumvent, or attempt to bypass licensing restrictions as defined in their Order Form or Service Access Plan.

4.5 Fair & Reasonable Use Policy. LogicManager is committed to maintaining system integrity, service quality, and fair resource allocation for all customers. Customers must ensure that their usage of the Service aligns with their Order Form and does not exceed reasonable limits in a way that negatively impacts system performance or availability for other users.

To maintain optimal system performance and prevent service degradation, all Customers are subject to LogicManager’s Fair & Reasonable Use Policy, which outlines expected usage parameters for key platform components. The Fair & Reasonable Use Policy is incorporated into this Agreement by reference and available at: https://www.logicmanager.com/fair-reasonable-use/

If a Customer’s usage consistently exceeds the thresholds outlined in the Fair & Reasonable Use Policy, LogicManager may (i) provide a notification and recommend optimization strategies; (ii) offer consultation and optimization support to improve efficiency; or (iii) require an upgrade to an appropriate plan if sustained high usage continues beyond reasonable limits.

Customers must comply with the Fair & Reasonable Use Policy and acknowledge that continued excessive usage beyond plan thresholds may require modifications to their licensing terms. LogicManager reserves the right to enforce compliance with this policy as outlined in Section 7.

4.6 Remedial Action. Failure to adhere to these license grants, restrictions and / or Acceptable Use Policy constitutes a material breach of this Agreement. Customers acknowledge that such a breach may result in termination to the Service as further outlined in Section 13 of this Agreement.

4.7 Courtesy Accounts & Free Trial Connectors. From time to time, LogicManager may provide existing Customers with courtesy or free trial access to Solution Package Licenses, Connectors or APIs at its sole discretion. These (i) are not covered under production service support; (ii) have no guaranteed duration and may be discontinued at LogicManager’s discretion; and (iii) do not automatically transition into paid licenses unless explicitly added to an Order Form.

5. Customer’s Responsibilities.

Customer will (i) be responsible for their Users’ compliance with this Agreement and any Order Forms; (ii) have sole responsibility for the accuracy, quality, and legality of Customer Data, the means by which Customer acquired Customer Data, and Customer’s use of Customer Data in accordance with the requirements of all applicable laws and regulations, including those pertaining to data protection, access, and privacy; (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Service and Content, and notify LogicManager promptly of any such unauthorized access or use; (iv) use the Service and Content only in accordance with this Agreement, Order Forms, and applicable laws and government regulations; (v) limit the type and amount of Customer Data, as well as its storage, to only what is necessary for the Customer’s reasonable intended purpose in using the Service; (vi) ensure that their usage accessing the Service does not exceed the terms specified in this Agreement and the applicable Order Form. In the event that such limits are exceeded, the Customer acknowledges their obligation to promptly pay the applicable fees for the overage; and (vii) be responsible for configuring and managing User Roles and permissions in alignment with internal policies, Separation of Duties (SoD) standards, and license grants to maintain secure and effective usage of the Service.

Failure to uphold the responsibilities specified in this Agreement or the applicable Order Form without executing an amended Order Form constitutes a material breach of this Agreement. Customers acknowledge that such a breach may result in termination to the Service as further outlined in Section 13 of this Agreement.

6. Onboarding Services.

6.1 Scope of Services. LogicManager provides Onboarding Services during the first ninety (90) calendar days of the Service Period following the signing of the applicable Order Form (the “Onboarding Period”), unless otherwise agreed in writing. Onboarding Services are structured around LogicManager’s risk-based methodologies, including its proprietary Risk Maturity Model (RMM), to ensure consistent and measurable adoption outcomes.

6.2 Session Structure. Onboarding Services include biweekly working sessions in a train-the-trainer format, guided by a syllabus of risk-based best practices tailored to the Customer’s priorities, as outlined during the onboarding kickoff meeting. These sessions aim to establish reasonable success criteria collaboratively defined during onboarding.

6.3 Courtesy Sessions. LogicManager may, at its discretion, offer additional courtesy sessions beyond the Onboarding Period. Such sessions will be contingent upon the Customer demonstrating constructive engagement, such as piloting new capabilities, collaborating on enhancement designs, or advancing best practices for the benefit of the broader customer community.

6.4 Authentication & Security Requirements. Customer acknowledges and agrees to comply with LogicManager’s Authentication & Security Requirements as set forth below:

Within sixty (60) calendar days of the Effective Date, Customer must either (i) activate the LogicManager SCIM Connector for identity-based authentication and provisioning; or (ii) enable Multi-Factor Authentication (MFA) for all Users accessing LogicManager.

If Customer fails to implement one of these authentication methods within the required timeframe, LogicManager reserves the right to enforce MFA automatically to ensure compliance with security best practices.

Failure to comply with these requirements may result in a compliance review and the requirement for corrective action.

7. Compliance Validation, Enforcement & Audits.

7.1 License & Usage Compliance. LogicManager is committed to ensuring governance integrity through Solution Package licensing compliance and proper usage of Third-Party Services and Connectors. LogicManager may conduct reviews of the Customer’s Service configurations to assess (i) compliance with Licensing Terms, including adherence to Solution Package and Service Access Plan usage limits defined in the Order Form; (ii) compliance with the Fair & Reasonable Use Policy; (iii) role-based permissions enforcement, ensuring appropriate access control and governance; (iv) Separation of Duties (SoD) enforcement, validating that user access is appropriately restricted per governance policies; and (v) governance best practices, confirming that Solution Package configurations align with risk management and operational integrity standards.

These reviews are not formal audits but serve to verify adherence to the terms of this Agreement. LogicManager reserves the right to request a detailed written explanation and justification of how the Customer’s SoD enforcement within Solution Package Licenses aligns with the Jobs to Be Done (JTBD) Solution Package(s) outlined in the Order Form. The submission must be complete and verifiable. Customers must provide written responses within thirty (30) calendar days of LogicManager’s request.

7.2 Enforcement for Licensing Non-Compliance. If a compliance review identifies a non-compliance trigger, LogicManager may enforce remediation actions as outlined below.

7.2.1 Non-Compliance Triggers. Non-Compliance Triggers include, but are not limited to, (i) exceeding licensed usage limits beyond the limits defined in the applicable Order Form; (ii) unauthorized use or modification of Connectors beyond the limits defined in the applicable Order Form; (iii) unauthorized use of Solution Package(s) not specified in the applicable Order Form; (iv) unauthorized use of APIs not specified in the applicable Order Form; (v) violation of Acceptable Use policies as outlined in Section 4.4; (vi) violation of the Fair & Reasonable Use Policy as outlined in Section 4.5; and (vii) failure to uphold customer responsibilities under Section 5, including misclassification of User Roles, improper Separation of Duties (SoD) implementation, or lack of internal governance controls.

7.2.2 Remediation Actions. If violations occur, LogicManager may (i) require licensing adjustments to bring usage into compliance, with fees based on current licensing rates; (ii) retroactively invoice for licensing overages per Section 10.1.2; and / or (iii) suspend access to non-compliant Services, Connectors, APIs, or Platform functionality.

Failure to adhere to the remediation actions for licensing non-compliance constitutes a material breach of this Agreement. Customers acknowledge that such a breach may result in termination to the Service as further outlined in Section 13 of this Agreement.

7.3 Right to Audit. Both LogicManager and the Customer have the right to conduct a compliance audit (limited to once per 12-month period) to verify adherence to the Agreement.

7.3.1 Audit Process. Audit requests must be submitted at least thirty (30) calendar days in advance, including scope and proposed dates. Audits must be conducted during normal business hours and may not interfere with business operations. Each party bears its own audit costs, unless material non-compliance is identified, in which case the non-compliant party shall bear reasonable costs.

7.3.2 Audit Notice. If an audit identifies licensing overages or violations, remediation actions under Section 7.2 will apply.

8. Account Information and Data.

8.1 Ownership of Customer Data. LogicManager does not own any Customer Data that Customer submits in the course of using the Service. Customer retains sole responsibility for the accuracy, quality, integrity, legality, and use of all Customer Data, including ensuring compliance with applicable laws and regulations. LogicManager will access, process, or store Customer Data only to perform the Service, as required to comply with applicable laws, or as otherwise expressly permitted under this Agreement. LogicManager shall not be responsible or liable for Customer’s deletion, correction, destruction, damage, loss or failure to store any Customer Data.

Customer retains a perpetual, non-exclusive, non-transferable right to use any derivative works generated by LogicManager Expert (LMX) that incorporate Customer Data, provided such use is limited to internal business purposes and complies with the restrictions outlined in this Agreement. LogicManager will not modify or distribute Customer Data except as necessary to fulfill its obligations under this Agreement.

8.2 Statistics. For purposes of this Agreement, Statistics means aggregated and anonymized Customer Data that LogicManager may use to enhance the Service, derive statistical and performance insights, and ensure compliance with Customer obligations. Statistics may be incorporated into derivative works, service improvements, and anonymized customer feedback, subject to confidentiality and data protection provisions. LogicManager shall not disclose Statistics to third parties in any manner that could identify the Customer, Customer Data, or other Confidential Information. LogicManager retains all rights, title, and interest in Statistics, including any derived works thereof.

9. Intellectual Property Ownership.

LogicManager alone (and its licensors, where applicable) shall own all rights, title and interest, including all related Intellectual Property Rights, in and to the LogicManager Platform, Solution Packages, Content and Service, and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer relating to the Service. The Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the Service or the Intellectual Property Rights.

9.1 Property Rights owned by LogicManager. LogicManager Expert (LMX) leverages LogicManager’s proprietary intellectual property, including but not limited to LogicManager University content, proprietary data structures, descriptions of features, and LogicManager’s business models. All such intellectual property remains the exclusive property of LogicManager and is protected under applicable copyright, trade secret, and intellectual property laws.

LMX outputs and recommendations are derived from LogicManager’s proprietary knowledge base, methodologies, and third-party licensed tools. All such outputs remain the exclusive property of LogicManager and are licensed to the Customer solely for internal business purposes under the terms of this Agreement. Customers may not distribute LMX outputs externally, modify them, or use them in a manner that infringes upon LogicManager’s Intellectual Property Rights. Customers shall not use LMX or its outputs to extract, replicate, or derive LogicManager’s proprietary methodologies, data structures, or intellectual property, nor use LMX to develop competing products.

By using LMX, the Customer acknowledges that the service incorporates LogicManager’s proprietary intellectual property and agrees to respect all associated rights and restrictions as outlined in this Agreement.

The LogicManager name, the LogicManager logo, and the product names associated with the Service are trademarks of LogicManager or third parties, and no right or license is granted to use them.

10. Billing, Renewal, and Payment of Fees.

10.1 Payment Obligations. Customers must pay all fees specified in the applicable Order Form. Fees are invoiced annually in advance and are due net thirty (30) calendar days from the invoice date or the start of the Service Period, whichever is earlier. All payment obligations are non-cancelable, and fees are non-refundable. Customer is responsible for paying for all Services specified on their Order Form for the entire Service Period, whether or not such Services are actively used. If a Customer disputes an invoice, they must notify LogicManager in writing within ten (10) calendar days of receipt, citing the specific contract clause supporting the dispute. Disputes submitted after this period are deemed waived. The Customer must pay all undisputed amounts while a dispute is being resolved.

10.1.2 Delinquent Payment Fees & Overage Charges. Delinquent invoices that remain unpaid thirty (30) calendar days past the due date will be subject to a 1% monthly interest fee or the maximum rate permitted by law. At LogicManager’s discretion, access to the Service may be temporarily suspended for accounts that remain delinquent, while all contracted fees remain payable during the suspension period. If the Customer fails to pay within sixty (60) calendar days, LogicManager may initiate collection proceedings. The Customer is responsible for all reasonable collection costs, legal fees, and administrative expenses. If the Customer opts out of renewal in accordance with Section 10.3 and later decides to renew, a 2% administrative fee will apply. Temporary access during expiration does not constitute acceptance of a dispute or a waiver of fees. Customers exceeding their licensed usage limits will be charged an overage premium of 50% above standard rates, irrespective of later plan upgrades.

Failure to meet these payment obligations constitutes a material breach of this Agreement. Customers acknowledge that such a breach may result in termination to the Service as further outlined in Section 13 of this Agreement.

10.2 Service Modifications. Customer may add Solution Packages or upgrade their Service Access Plan at any time by executing an additional Order Form, which will be coterminous with the pre-existing Service Period. Customer is only permitted to downgrade upon renewal and must sign a liability waiver confirming awareness of potential service limitations. Customer must provide notice of downgrade in accordance with Section 10.3.

10.3 Renewal & Expiration.

10.3.1 Automatic Renewal. This Agreement will automatically renew for successive one (1) year Service Periods at LogicManager’s then-current rates and Agreement terms unless (i) either party provides written notice of non-renewal or downgrade of Solution Packages or Service Access Plan at least sixty (60) calendar days before the expiration of the current Service Period; or (ii) any mutually agreed-upon renewal terms and/or rates are finalized and documented in an updated Order Form before renewal.

10.3.2 Renewal Rates. Customers may request renewal quotes at any time prior to the expiration of the Service Period.

10.3.3 Regulatory Amendments in Renewal. For this Agreement, all regulatory amendments required for the Customer’s compliance obligations will carry forward for the duration of the Agreement and any subsequent renewal periods, provided the Customer notifies LogicManager in writing at least ninety (90) calendar days before the expiration of the current Service Period of their continued need and demonstrates that the amendments are required for regulatory compliance.

Customers must submit any new regulatory amendments for review at least ninety (90) calendar days prior to the expiration of the current Service Period to allow for sufficient evaluation.

Regulatory amendments incorporated into this Agreement must not impose unreasonable or onerous requirements on LogicManager beyond those specifically required for compliance and must not materially reduce the functionality of the Service. Amendments submitted without sufficient notice or that impose unreasonable requirements may be rejected at LogicManager’s discretion.

10.3.4 Termination & Expiration Rules. Termination is only permitted upon expiration of the Service Period, or as otherwise permitted by this Agreement or applicable law. Failure to provide timely notice of non-renewal results in automatic renewal under the latest published terms and then current rates, unless otherwise agreed in writing. Expiration of the Service Period does not constitute termination by LogicManager, nor does it relieve the Customer of any contractual obligations, including outstanding fees, compliance with post-expiration requirements, and data retrieval responsibilities.

10.3.5 Expiration & Post-Expiration Access. Customers who opt out of renewal will have their Service expire at the end of the current Service Period. LogicManager is not obligated to provide continued access beyond expiration. However, at its sole discretion, LogicManager may allow temporary access, which does not constitute renewal or extend contractual obligations.

10.4 Taxes. LogicManager’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Customer shall be responsible for payment of all such taxes, levies, or duties, excluding only taxes based solely on LogicManager’s income.

10.5 Billing Information. Customer agrees to provide LogicManager with complete and accurate billing and contact information and to notify LogicManager of any changes to such information. This includes Customer’s legal company name, street address, E-mail address, and name and telephone number of an authorized billing contact and license administrator.

11. Dispute Escalation & Resolution

11.1 Customer’s Obligation to Substantiate Disputes. Customer must submit all disputes, including but not limited to licensing, pricing, Agreement terms, renewal, service obligations, billing, and notifications, in writing within ten (10) calendar days of the event giving rise to the dispute. The dispute submission must be fully substantiated by the Customer at the time of submission and include (i) clear references to specific clauses within the MSA, addenda, or Order Form that support the dispute; (ii) a detailed written explanation outlining the nature of the dispute and how the cited clauses apply; and (iii) objective and relevant supporting documentation or evidence substantiating the claim.

Failure to properly substantiate a dispute within the required timeframe waives the right to dispute.

Note for customers on custom MSAs: If the dispute relates to renewal under a new MSA, the Customer remains bound by the terms of their prior MSA until its expiration, unless the updated MSA is mutually executed. This does not apply to customers on standard MSAs (available at https://www.logicmanager.com/master-subscription-agreement/), who are automatically transitioned to the updated MSA as previously outlined.

11.2 Dispute Resolution Process. LogicManager will conduct an initial review of the submission within ten (10) calendar days. If a dispute is not properly substantiated, it will be deemed invalid, LogicManager will notify the Customer, and the Customer remains responsible for all associated fees and obligations. If the dispute is valid, both parties must engage in good-faith structured negotiations for up to twenty (20) calendar days (the “Escalation Period”). If no resolution is reached, the dispute proceeds to mediation or arbitration. The Customer must continue paying undisputed fees while the dispute is being resolved. If the Customer continues using the Service after the current Service Period expiration, this constitutes acceptance of the renewal terms, regardless of any pending dispute.

11.3 Mandatory Virtual Mediation or Arbitration.

11.3.1 Dispute Resolution Requirements. After the Escalation Period, any disputes arising from compliance validation, audits, renewals, terminations, or service usage must first go through expedited mediation or arbitration. The Customer must pay all undisputed fees before initiating mediation or arbitration. Mediation and arbitration shall be conducted virtually via secure video conferencing unless both parties agree in writing to an alternative format.

11.3.2 Mediation Process. Within ten (10) calendar days of the Escalation Period ending, both parties shall select a neutral, qualified mediator. Mediation shall conclude within thirty (30) calendar days unless extended by mutual agreement.

11.3.3 Arbitration Process. If mediation fails or is not initiated within the required timeframe, arbitration shall be conducted under the rules of the American Arbitration Association (AAA) or another mutually agreed-upon arbitration body. The arbitrator’s decision shall be final and binding.

11.3.4 Payment & Collection Enforcement. Initiating arbitration does not relieve the Customer of any ongoing payment obligations. The Customer must settle all outstanding invoices within thirty (30) calendar days of the dispute resolution. If payment is not received within thirty (30) calendar days, LogicManager may initiate collection proceedings and legal action. LogicManager may terminate the Service if obligations remain unmet after thirty (30) calendar days from dispute resolution.

11.3.5 Cost Allocation. Each party shall bear its own legal and administrative costs associated with mediation or arbitration.

11.4 Consequences of Unsubstantiated Disputes. If a Customer disputes payment, termination, or renewal and the claim is later denied, dismissed, withdrawn, or found to lack contractual basis, the following apply (i) the Customer remains liable for all contractual fees, including renewal and outstanding payments under the Order Form; (ii) the Customer must reimburse LogicManager for all reasonable legal, arbitration, and administrative costs, including expenses resulting from arbitration withdrawal or procedural delays; and (iii) any unpaid amounts shall accrue 1.25% interest per month (or the maximum rate allowed by law) from the original due date until paid in full.

11.5 Remedial Action. Failure to adhere to this dispute escalation and resolution process constitutes a material breach of this Agreement. Customers acknowledge that such a breach may result in termination to the Service as further outlined in Section 13 of this Agreement.

12. Data Retention and Customer Responsibilities Upon Expiration.

Upon written request within thirty (30) calendar days of termination, LogicManager will provide the Customer with a file of their Customer Data for export or download, provided all outstanding invoices have been paid in full. LogicManager will retain Customer Data for ninety (90) calendar days following termination, ensuring its integrity and confidentiality. After the ninety (90) day retention period, LogicManager may permanently delete all Customer Data without further notice, unless otherwise required by law or contractually agreed.

13. Termination for Cause.

Either party may terminate this Agreement for cause after following the below process.

Note: LogicManager uses termination of service as a last resort and will not be enforced if the Customer actively engages in good-faith resolution efforts. However, failure to participate in compliance discussions or deliberately delaying corrective action will trigger immediate enforcement.

13.1 Termination for Cause Process.

The terminating party provides a formal written notice to the other party of a default or material breach. Such notification must include (i) clear references to specific clauses within the MSA, addenda, or Order Form that support the dispute; (ii) a detailed written explanation outlining the nature of the dispute and how the cited clauses apply; and (iii) objective and relevant supporting documentation or evidence substantiating the claim. The receiving party has thirty (30) calendar days to resolve the issue. If the receiving party disputes the material breach, they may follow the steps outlined in Section 11. If the receiving party has failed to cure the breach within thirty (30) calendar days from receipt of notice or, if applicable, from dispute resolution, then the issuing party reserves the right to terminate the Service.

13.2 Post-Termination Obligations. Termination does not relieve the Customer of outstanding payment obligations.

14. Survival.

Expiration or termination of this Agreement shall not prejudice any rights or relieve any obligations of either party that have arisen on or before the date of expiration or termination. Any provision of this Agreement that by its very nature or context is intended to survive any termination, cancellation or expiration of this Agreement, including but not limited to provisions concerning payment of outstanding amounts, confidentiality, indemnities and limitations of liabilities, shall so survive.

15. Representations & Warranties.

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. LogicManager represents and warrants that (i) it will provide the Service in a manner consistent with industry standards reasonably applicable to the provision of the Service and protection of Customer Data; (ii) the Service will perform substantially in accordance with the online LogicManager help documentation under normal use and circumstances; (iii) the Service is free of any disabling codes, viruses, Trojan horses, worms, time bombs, cancel bots or other similar harmful or deleterious programming; (iv) the Service does not infringe, violate, trespass or in any manner contravene or breach the Intellectual Property Rights of a third party; and (v) the Service will perform in accordance with and subject to the Service Level Agreement (“SLA”) If the Service fails to comply with the above warranties and Customer notifies LogicManager in writing during the Service Period, then LogicManager will make commercially reasonable efforts to promptly remedy such non-compliance without charge. Customer represents and warrants that Customer has not falsely identified itself nor provided any false information to gain access to the Service.

16. Mutual Indemnification for Third Party Claims.

16.1 Indemnification by LogicManager. LogicManager shall indemnify and hold Customer harmless from and against all costs, liabilities, losses, and expenses, including reasonable attorneys’ fees (collectively, “Losses”), arising out of a third-party claim alleging that the Service infringes any Intellectual Property Rights of a third party. LogicManager’s indemnity obligations shall not apply to claims arising from (i) modifications to the Service not made by LogicManager, (ii) combination of the Service with third-party systems or software not authorized or provided by LogicManager, or (iii) use of the Service in violation of this Agreement. Customer shall notify LogicManager promptly of any such claims in writing, and if requested to defend such action, give full and complete authority, information, and assistance for the defense of same. Neither party may enter into any settlement that imposes liability or obligations on the other party without that party’s prior written consent. Customer shall have the right to participate in the defense of any proceedings with counsel of its own choosing.

16.2 Remedies for Claims of Infringement. If the Service becomes subject to a claim of intellectual property infringement or misappropriation, LogicManager will, at its sole discretion, expense, and within a commercially reasonable timeframe: (i) obtain the necessary rights for the Customer to continue using the Service; (ii) replace or modify the Service to provide substantially equivalent functionality while resolving the issue; or (iii) implement a commercially reasonable resolution or workaround to mitigate the claim.

LogicManager’s obligations under this section are contingent upon the Customer’s compliance with the terms of this Agreement, including timely notification of any such claims. If the Customer fails to comply with these requirements, LogicManager shall have no liability or obligation under this section.

If none of the remedies in (i), (ii), or (iii) are commercially feasible, LogicManager may, at its discretion, terminate the affected portion of the Service. The Customer shall have no right to a refund or other compensation upon such termination.

THE REMEDIES PROVIDED IN THIS SECTION SHALL BE THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM THAT THE SERVICE INFRINGES OR MISAPPROPRIATES ANY PATENT, COPYRIGHT, TRADE SECRET, OR OTHER PROPRIETARY RIGHT.

16.3 Indemnification by Customer. Customer shall indemnify and hold LogicManager harmless from and against all Losses arising out of a third-party claim regarding its use of the Service, including any claim alleging that use, transcription, addition, or integration of the Customer Data by LogicManager or any of its resellers, agents, or representatives, infringes the rights of, or has caused harm to, a third party.

Customer shall notify LogicManager promptly of any such claims in writing, and if requested to defend said action, be given full and complete authority and assistance for the defense of the same. Neither party may enter into any settlement that imposes liability or obligations on the other party without that party’s prior written consent. LogicManager shall have the right to participate in the defense of any proceedings with counsel of its own choosing.

17. Disclaimer of Warranties.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICE AND ALL CONTENT IS PROVIDED STRICTLY ON AN “AS IS” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LOGICMANAGER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. LOGICMANAGER DOES NOT GUARANTEE THAT THE SERVICE, INCLUDING ANY OUTPUTS FROM LMX, WILL MEET CUSTOMER’S REGULATORY, LEGAL, OR BUSINESS REQUIREMENTS. LMX PROVIDES RISK-BASED INSIGHTS AND RECOMMENDATIONS TO ASSIST WITH COMPLIANCE EFFORTS, BUT CUSTOMERS REMAIN RESPONSIBLE FOR ENSURING COMPLIANCE WITH APPLICABLE REGULATIONS AND VALIDATING OUTPUTS BEFORE USE. LOGICMANAGER DISCLAIMS ALL LIABILITY FOR ANY CUSTOMER DECISIONS MADE BASED ON LMX OUTPUTS OR SERVICE RECOMMENDATIONS.

18. Limitation of Liability.

18.1 Limitation on Amount of Liability. EXCEPT WHERE EXPRESSLY PROHIBITED BY LAW, THE LIMITATIONS OF LIABILITY APPLY TO ALL CLAIMS. NOTHING IN THIS SECTION SHALL LIMIT LIABILITY FOR INTENTIONAL MISCONDUCT OR FRAUD. IN NO EVENT SHALL EITHER PARTY’S TOTAL LIABILITY FOR DIRECT DAMAGES ARISING UNDER THIS AGREEMENT EXCEED THE AMOUNTS PAID AND/OR DUE FROM CUSTOMER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. THE FOREGOING LIMITATION SHALL NOT APPLY TO: (i) LIABILITY ARISING FROM A BREACH OF CONFIDENTIALITY OBLIGATIONS UNDER SECTION 3; (ii) INDEMNIFICATION OBLIGATIONS UNDER SECTION 16; (iii) LOGICMANAGER’S WILLFUL MISCONDUCT OR FRAUD; or (iv) BREACH OF CUSTOMER DATA SECURITY OBLIGATIONS EXPRESSLY SET FORTH IN SECTION 2.2. IF ANY PART OF THIS SECTION IS FOUND TO BE UNENFORCEABLE UNDER APPLICABLE LAW, THE REMAINING PROVISIONS OF THIS SECTION SHALL REMAIN IN FULL FORCE AND EFFECT TO THE MAXIMUM EXTENT PERMISSIBLE.

18.2 Limitation on Indirect Damages. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF BUSINESS OPPORTUNITY, BUSINESS INTERRUPTION, OR LOSS OF DATA), REGARDLESS OF WHETHER SUCH DAMAGES ARE CLAIMED AS DIRECT OR CONSEQUENTIAL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LOGICMANAGER SHALL NOT BE LIABLE FOR LOSS OR CORRUPTION OF CUSTOMER DATA, EXCEPT TO THE EXTENT CAUSED BY LOGICMANAGER’S WILLFUL MISCONDUCT OR FAILURE TO MEET ITS EXPRESS DATA SECURITY OBLIGATIONS UNDER SECTION 2.2. IN SUCH CASES, LOGICMANAGER’S SOLE LIABILITY SHALL BE LIMITED TO REASONABLE EFFORTS TO ASSIST CUSTOMER IN DATA RECOVERY FROM AVAILABLE BACKUPS, TO THE EXTENT SUCH BACKUPS EXIST.

19. Additional Rights.

Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential, or certain other types of damages, so the exclusions set forth above may not apply. Where an exclusion is deemed unenforceable, all other provisions remain in effect to the maximum extent permitted by applicable law.

20. Local Laws and Export Control.

The Service, Content, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. LogicManager and Customer each represent that it is not named on any U.S. government denied-party list. The Customer represents and warrants that neither they nor their affiliates, employees, or end users are located in a restricted jurisdiction or on a government denied-party list. The Customer agrees to comply with all applicable export control laws, including obtaining required authorizations for any cross-border transfer of Customer Data. The Customer will not permit any User to access or use any Service or Content in a U.S.-embargoed country or region or in violation of any U.S. export law or regulation.

21. Notice.

LogicManager may provide notice to the Customer via (i) a general notice within the Service; or (ii) electronic mail sent to the Customer’s designated email address on record with LogicManager. The Customer may provide notice to LogicManager by (i) email to renewals@logicmanager.com; or (ii) certified mail or overnight delivery via a nationally recognized carrier, with an accompanying email sent to renewals@logicmanager.com at the time of mailing. Notice shall be deemed given (i) one (1) business day after sending an email; or (ii) two (2) business days after the date of mailing via certified mail or national carrier, provided the required email copy was also sent.

If a Certified mail or overnight delivery via a nationally recognized carrier notice is sent without the required email copy, notice shall be deemed given only upon actual receipt by LogicManager.

22. Assignment; Change in Control.

Either party may assign this Agreement to (i) a parent or subsidiary; (ii) an acquirer of assets; or (iii) a successor by merger, provided that notice must be promptly provided to the other party. In the event that the Customer is acquired or merged, LogicManager may adjust the fee structure only if the assignment results in increased service obligations, higher utilization, or expanded licensing requirements. Any fee adjustments will be determined using the same objective criteria applied in the quoting process, ensuring transparency and consistency in pricing. Any purported assignment in violation of this section shall be void.

23. Miscellaneous.

23.1 Governing Law & Jurisdiction. This Agreement shall be governed by the laws of the State of Massachusetts and applicable United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction. Any disputes, actions, claims, or causes of action arising out of or in connection with the Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Boston, Massachusetts.

23.2 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be construed as closely as possible to reflect the original intent, with all other provisions remaining in full force and effect.

23.3 Force Majeure. Neither party shall be liable for any failure or delay in performance due to events beyond their reasonable control, including acts of God, government regulations, natural disasters, pandemics, cyberattacks, or other unforeseen circumstances. The affected party must provide prompt written notice to the other party as soon as reasonably possible and take commercially reasonable efforts to mitigate the impact.

23.4 Relationship of the Parties. No joint venture, partnership, employment, or agency relationship exists between Customer and LogicManager as a result of this Agreement or use of the Service.

23.5 Waiver. The failure of either party to enforce any right or provision under this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to in writing.

23.6 Entire Agreement. This Agreement, together with any applicable Order Forms and addendums, comprises the entire and exclusive agreement between Customer and LogicManager and supersedes all prior or contemporaneous negotiations, discussions, or agreements, including non-disclosure agreements, whether written or oral, regarding the subject matter contained herein. The parties expressly agree that no oral statements, representations, or understandings shall be binding unless expressly incorporated into this Agreement or any applicable Order Forms and addendums in writing.

23.7 Confidentiality. All confidentiality obligations related to the Services shall be governed exclusively by this Agreement. Any prior confidentiality agreements shall remain in effect to govern obligations unrelated to the Services and shall not modify, expand, or restrict the confidentiality obligations set forth in this Agreement.

v 2.14.2025