Provision of Offerings. L3 will provide or otherwise make available the Managed Services, Professional Services, SaaS, Software, Equipment, and/or products listed in the Service Proposal(s) (collectively, the “Offerings”). The Offerings shall exclude (a) Non-L3 Solutions; (b) Third-Party Services, except with respect to L3’s performance of any Managed Services; and (c) Hardware. Client shall access and use the Offerings in accordance with the terms and conditions of this Agreement, including the then-current Documentation and applicable Service Guides.

Provision of Services. L3 will use commercially reasonable efforts to make the Offerings available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which L3 shall give advance electronic notice), and (ii) any unavailability caused by circumstances beyond L3’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving L3 employees), Internet service provider failure or delay, Non-L3 Solution, or denial of service attack.

Out of Scope Offering. L3 is not required to provide any services beyond those outlined in an existing Service Proposal (“Out of Scope Offering”). In the event L3 agrees to perform such services, performance of the Out of Scope Offerings are subject to fees on a time and materials basis unless otherwise agreed to by the parties in writing.

Modifications. Client acknowledges that L3 may modify the features and functionality of an Offering during the Term. L3 shall provide Client with thirty (30) days’ advance notice of any deprecation of any material feature or functionality of an Offering.

Usage Limits. Certain Offerings are subject to specific capacity and usage limits indicated on the Service Proposal, Documentation, or Service Guide (“Usage Limits”), including unique assets, applications, number of scans, number of Users, as applicable. If Client exceeds a Usage Limit, L3 may require Client to execute a separate Service Proposal for additional quantities of the applicable Offering promptly upon L3’s request, and/or pay any invoice for excess usage in accordance with the terms and conditions of this Agreement.

Equipment. Equipment and other hardware components may be provided by or on behalf of L3 as part of the Offerings to Client ("Equipment"). Client agrees to maintain the integrity of the Equipment and to avoid any actions that could result in damage to such Equipment. This includes but is not limited to, unauthorized modifications, misuse, or neglect of the Equipment. Furthermore, Client acknowledges and agrees that the Equipment is provided “as is” and L3 is not liable for any security vulnerabilities present in the Equipment. L3 has no special knowledge beyond what is publicly available, and Client agrees that L3 will not be held responsible for any damages or losses resulting from security vulnerabilities that may be present in the Equipment. Client understands that L3 will make reasonable efforts to mitigate any risks associated with hardware and software vulnerabilities, but ultimate responsibility for the security and integrity of the hardware lies with the manufacturer. At the conclusion of the relevant Service Proposal, the Equipment must be returned to L3. L3 will arrange for a designated carrier to retrieve the Equipment at its expense. For clarity, as between the parties, L3 is and will remain the owner of each piece of Equipment unless title is conveyed to Client in writing. Client will not (i) grant any third party any right to use, possess, or control any Equipment, (ii) rent any Equipment to any third party, (iii) attempt to dispose of any Equipment, (iv) grant any interest or right in the Equipment to any third party, or (iv) assign any claims, offsets, or defenses Client may have against L3. Upon L3’s request, and to the extent permitted by applicable law, Client will execute and deliver to L3 any documents or forms for protecting L3’s ownership and interest in each piece of Equipment. In the event that any Equipment delivered to Client is stolen, lost, damaged, or transferred to any third party, regardless of the circumstances or cause, Client will immediately notify L3 in writing and pay L3 the purchase price for the Equipment which shall be the full list price for such Equipment.

Software and Related Services. As part of the Offerings, Client may have access to certain Software licensed by L3 to Client via a limited term-license. In the event of a termination or expiration of the relevant Service Proposal, Client shall cease all further use of the Software, or any portion thereof, in all forms and on all media and computer memory, and Client shall promptly: (i) surrender and deliver the Software and all copies thereof to L3; or (ii) at the option of L3, destroy all copies of the Software, including backup and archival copies, and provide satisfactory evidence of such destruction to L3.

Managed Services. If the Offering includes services where L3 manages an aspect of Client’s business for the scope indicated in the Service Guide and/or Service Proposal (“Managed Services”). Managed Services may include the provisioning of Software or L3 operating or subscribing to software on Client’s behalf. To the extent Managed Services include any software which is considered a Third-Party Service, Client is granted a license to such software subject to the applicable license terms. Such license will be for the term of the Managed Services only.

Professional Services. L3 shall provide the implementation, installation, consulting, configuration services and other professional services (“Professional Services”) as described and agreed upon in writing between the Parties pursuant to Service Proposal or a Statement of Work attached thereto. Client grants L3 a limited right to use any materials provided by Client (“Client Materials”) solely for the purpose of providing Professional Services to Client. Client will retain any of its rights (including all intellectual property rights) in and to the Customer Client except as otherwise set forth in this Agreement.

Hardware. Subject to availability, Client may purchase equipment from L3 for use in connection with the Offerings (“Hardware”). The terms and conditions that govern any such transaction can be found at L3’s Terms and Conditions of Sale of Hardware.

Responsibility for Users. Client is responsible and liable for all uses of an Offering or Third-Party Service resulting from access provided by or at the direction of Client, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Client is responsible for all acts and omissions of Users, and any act or omission by a User (or the Access Credentials assigned to such User) that would constitute a breach of this Agreement if taken by Client will be deemed a breach of this Agreement by Client. Client shall take reasonable efforts to make all Users aware of this Agreement's provisions as applicable to such User's access to and use of an Offering or Third-Party Service, and shall cause Users to comply with such provisions.

Restricted Data. Unless otherwise specifically permitted in the applicable Service Proposal, Service Guide or Documentation, Client Data may not contain any sensitive data whose processing would impose specific data security or data protection obligations on L3 in addition to, or different from, those specified in the Service Guide or Service Proposal ("Restricted Data"). If available for the Offering, Client may be required to purchase additional offerings from L3 designed to address specific data security or data protection requirements applicable to such data. In the event that Client declines to purchase the additional offerings identified by L3, Client shall not provide nor allow L3 access to, or otherwise input Client Data containing Restricted Data into any Offering unless L3 has first agreed in writing to implement the data protection measures identified by Client, which may include entering into a separate addendum to address each party’s supplemental data protection obligations. The parties agree that any violation of this Section 2.2 shall be considered a material breach of the Agreement.

Access Credentials. L3 may issue to Client and its Users Access Credentials allowing Users to access certain Software or SaaS Offerings. All Access Credentials are considered the Confidential Information of L3. Client and its Users shall not share any Access Credentials with any outside party without the prior written consent of L3. No Access Credentials may be transferred to or shared by Client or its Users with an outside party without the prior written approval of L3. L3 reserves the right to require that Client or its Users change their Access Credentials passwords at any time, with reasonable notice. All Access Credentials will automatically expire at the end of the Term of the applicable Offering or Service Proposal.

Use Restrictions. Client will not (a) make the Offering(s) available to anyone other than Client or its Users, or use any Offering for the benefit of anyone other than Client or its Affiliates, unless expressly stated otherwise in a Service Proposal, Service Guide, or the Documentation, (b) sell, resell, license, sublicense, distribute, rent or lease any Offering, or include any Offering (including any Software) in a service bureau or outsourcing offering, (c) use an Offering, Third—Party Service, or Non-L3 Solution to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use an Offering, Third-Party Service or Non-L3 Solution to store or transmit any code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms time bombs and Trojan horses, (e) interfere with or disrupt the integrity or performance of any Offering or Third-Party Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Offering or its related systems or networks, (g) permit direct or indirect access to or use of any Offering or Third-Party Service in a way that circumvents a contractual usage limit, or use any Offering to access, copy or use any of L3 intellectual property except as permitted under this Agreement, a Service Proposal, Service Guide or the Documentation, (h) modify, copy, or create derivative works of an Offering or Third-Party Service or any part, feature, function or user interface thereof, (i) copy Software or other content of an Offering except as permitted herein or in the applicable Service Proposal, Service Guide, or the Documentation, (j) frame or mirror any part of an Offering other than for its own internal business purposes or as permitted in the Documentation or Service Guide, (k) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile an Offering or access it to build a competitive product or service.

Cooperation. Client will provide reasonable and timely cooperation in connection with L3’s provision of an Offering, including designating a primary contact person with respect to Client’s receipt of the Offerings. L3 will not be liable for a delay caused by Client’s failure to provide L3 with the information, materials, consents, or access to Client facilities, networks, or systems required for L3 to provide the Offerings (including to facilitate the performance of any services therein).

Evaluation of Offering. Client is solely responsible for determining whether the Offerings meet Client’s technical, business or regulatory requirements. The specific security features and functions of an Offering will be described in the applicable Service Proposal, Service Guide, or Documentation. Client is responsible for selecting, ordering, enabling, or using available data protection features appropriate to support Client's use of the Offerings. Client is responsible for assessing the suitability of the selected Offerings and Client's intended use or the use of Client Data with the Offerings L3 will provide. By entering into a Service Proposal, Client acknowledges the Offerings selected by Client in such Service Proposal meet Client's requirements and processing instructions required to comply with applicable laws.

Client Control and Responsibility. Except as otherwise set forth in the applicable Service Proposal or Service Guide, Client has and will retain sole responsibility for: (a) all Client Data, including its content and use; (b) all information, instructions, and materials provided by or on behalf of Client or any User in connection with the Offerings; (c) Client's information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Client or through the use of third-party services ("Client Systems"); (d) the security and use of Client's and its Users' Access Credentials; and (e) all to and use of the Offerings directly or indirectly by or through the Client Systems or its or its Users' Access Credentials, with or without Client's knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use.

Security Settings. Customer will have the ability to change certain security features associated with the Offerings. Subscriber acknowledges that any changes to the security settings set initially by L3 will make the Services less secure and increase the risk of Client Data being exposed. L3 does not accept any responsibility for any release of Client Data resulting from changes (excluding those made by L3 without Client’s direction) to the standard security settings established by L3. Client is responsible for adequate back-up of Client Data on Client managed systems prior to providing or allowing access of such information to L3 to provide or facilitate the Offering.

Audits. L3 may audit Client’s compliance with the terms of this Agreement (including the applicable Service Guides) and Service Proposals. Client agrees to cooperate with L3’s audit and to provide reasonable assistance and access to information requested by L3 in connection with such audits. Any such audit shall not unreasonably interfere with Client’s normal business operations.

Minimum Requirements. Use of the Offerings may require compatible hardware, certain software, and Internet access. Non-compatible hardware or software, and quality of Internet access may affect performance and Client’s ability to use the Offerings. Client acknowledges and agrees that such system requirements may change from time to time to ensure better performance of the Offerings and that L3 is not responsible if Client does not meet any system requirements identified by L3.

Fees. Client will pay all fees specified in the Service Proposals. Except as otherwise specified herein or in a Service Proposal, (i) fees are based on Offerings procured and not actual usage, (ii) payment obligations are non- cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant Term.

Expenses. Client shall pay L3 reasonable out-of-pocket expenses including travel expenses, lodging, meals, or other similar expenses, which may be incurred by L3 in the performance and delivery of any Offerings to Client (“Pass-Through Expenses”). Any such Pass-Through Expenses will be billed at cost plus 5% and invoiced monthly.

Invoicing and Payment. L3 will invoice Client in advance and otherwise in accordance with the relevant Service Proposal. Unless otherwise stated in the Service Proposal, invoiced fees are due net 30 days from the invoice date. Client is responsible for providing complete and accurate billing and contact information to L3 and notifying L3 of any changes to such information. If any invoiced amount is not received by L3 by the due date, then without limiting L3’s rights or remedies, those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is higher.

Taxes. L3’s fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Client is responsible for paying all Taxes associated with its purchases hereunder. For clarity, L3 is solely responsible for taxes assessable against it based on its income, property and employees.

Modifications. L3 reserves the right to change the rates, applicable charges and to introduce new charges upon providing Client written notice thereof (which may be provided by e-mail) at least 60 days prior to the effective date of the change in charges.

Disputes. If Client reasonably and in good faith disputes any portion of a L3 invoice, Client must pay the undisputed portion of the invoice in accordance with this Section and submit a written claim to L3 for the disputed amount along with the supporting documentation requested by L3. All such claims relating to disputed amounts must be submitted to L3 within thirty (30) days of the date of initial invoice on which the disputed amount appears, failing which Client waives all rights to dispute any charges and to file any claim. The parties shall cooperate in good faith to resolve all billing and payment disputes within thirty (30) days after receipt of Client’s notice. If the dispute is resolved such that Client is required to pay any outstanding amounts, then within five (5) days following resolution of the dispute, Client shall pay the applicable amounts, plus interest accrued from the date payment was originally due. In the event it is determined that L3 has overcharged Client, L3 shall apply a credit equal to such overage amount against any fees owed by Client for the following month.

Suspension. If any charge owing by Client under this Agreement is 30 days or more overdue, L3 may, without limiting its other rights and remedies, accelerate Client’s unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend any Offering until such amounts are paid in full, provided that, L3 will give Client at least ten (10) business days’ prior notice that its account is overdue, before suspending services to Client.

Term of Agreement. The “Effective Date” of this Agreement is the effective date of the first Service Proposal referencing this Agreement. This Agreement commences on the Effective Date and continues until all Service Proposals hereunder have expired or been terminated.

Term of Service Proposals. The term each Service Proposal commences on the start date specified in the applicable Service Proposal (“SP Start Date”) and shall continue for the period set forth in such Service Proposal (the “Term”). Except as otherwise specified in a Service Proposal, an Offering will automatically renew for additional one year terms, unless either party gives the other written notice (email acceptable) at least 90 days before the end of the relevant Term of its intent not to renew.

Termination for Convenience. Client may terminate a Service Proposal in whole or in part prior to the end of the applicable Term upon ninety (90) days written notice to L3.

Termination for Breach. If either party breaches a material term of this Agreement or any Service Proposal and fails to correct the breach within 30 days of written specification of the breach, then the breaching party is in default and the non-breaching party may terminate (a) in the case of breach of any Service Proposal, the Service Proposal under which the breach occurred, or (b) in the case of breach of the Agreement, the Agreement and any Service Proposals that have been placed under the Agreement. If L3 terminates any Service Proposals as specified in the preceding sentence, Client must pay within 30 days all amounts that have accrued prior to such termination, as well as all sums remaining unpaid for the terminated Offering under such Service Proposal(s) plus related taxes and expenses. Except for nonpayment of fees, the nonbreaching party may agree in its sole discretion to extend the 30 day period for so long as the breaching party continues reasonable efforts to cure the breach. A party may terminate this Agreement for cause if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.

Termination Fee. If Client terminates a Service Proposal or an Offering for convenience as provided under Section 4.3 above, then, in addition to any outstanding fees owed at termination, Client shall pay L3, as liquidated damages and not as a penalty, an early termination fee equal to (i) 100% of the fees associated with the applicable Offering(s) for the remainder of the Term(s); (ii) all costs, including early termination fees, that L3 incurs under agreements with third parties, including but not limited to equipment leases and software licenses, that L3 entered into in order to provide such Offering(s) and that L3 cannot: (a) assign to Client; or (b) cancel or terminate without cost.

Effect of Termination. Upon any termination or expiration of this Agreement or any applicable Service Proposal, L3 shall no longer provide the applicable Offering(s) to Client and Client must cease using the Offering(s). Termination of this Agreement, Offering, or a Service Proposal shall not relieve Client of its obligation to pay all fees that have accrued or have become payable by Client hereunder.

Suspension. L3 reserves the right to restrict functionalities or suspend an Offering (or any part thereof), Client’s account, or Client’s and/or User’s rights to access and use the Offerings and remove, disable or quarantine any Client Data or other content (including, but not limited to, any third-party content which L3 may make available via an Offering) if: (i) L3 reasonably believes that Customer and/or Users have violated this Agreement or the terms of any Third-Party Services; or (ii) in the event L3 determines in its sole discretion that access to or use of all or a portion of the Offering by Client or Users may jeopardize the Offering or the confidentiality, privacy, security, integrity or availability of information within the Offering, or that any person is or may be making unauthorized use of the Offering with any Access Credentials assigned to Client or Users. L3 shall not be liable to Client, Users or any other third party for any modification, suspension or discontinuation of Client and/or a User’s rights to access and use the Offering. For clarity, L3’s election to suspend all or a portion of the Offerings shall not waive or affect L3’s rights to terminate this Agreement or the applicable Service Proposal as permitted under this Agreement.

Survival. Any provision of this Agreement that, either by its terms or to give effect to its meaning, must survive and such other provisions that expressly or by their nature are intended to survive termination will survive the expiration or termination of this Agreement.

Scope. “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. Confidential Information of L3 includes the non-public components of the Offerings, and the terms and conditions of this Agreement and all Service Proposals (including pricing). Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, 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 without knowledge of any breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. For the avoidance of doubt, the non-disclosure obligations set forth in this Section apply to Confidential Information exchanged between the parties in connection with the evaluation of additional L3 services or offerings.

Protection of Confidential Information. As between the parties, each party retains all ownership rights in and to its Confidential Information. 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. Notwithstanding the foregoing, L3 may disclose the terms of this Agreement and any applicable Service Proposal to a contractor, the provider of a Non-L3 Solution, or providers of Third-Party Services to the extent necessary to perform L3’s obligations under this Agreement, under terms of confidentiality materially as protective as set forth herein.

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 that Confidential Information.

Reservation of Rights. Subject to the limited rights expressly granted hereunder, L3, its Affiliates, and its licensors reserve all of their right, title and interest in and to the Offerings, Usage Data, and any other materials or content provided by or on behalf of L3, including all of their related intellectual property rights. No rights are granted to Client hereunder other than as expressly set forth herein.

Software License. Subject to and conditioned on Client’s payment of the fees and compliance with all other terms and conditions of this Agreement, L3 hereby grants to Client a non-exclusive, non-sublicensable, non-transferable license during the Term to use the Software, in object code form and up to the number of license entitlements outlined in the Usage Limits.

License by Client to L3. Client grants L3, its Affiliates, and applicable contractors a worldwide, limited term license to host, copy, use, transmit, and display any Non-L3 Solutions and program code created by or for Client using an Offering or for use by Client with the Offerings, and Client Data, each as appropriate for L3 to provide and ensure proper operation of the Offering and associated systems in accordance with this Agreement. If Client chooses to use a Non-L3 Solution with an Offering, Client grants L3 permission to allow the Non-L3 Solutions and its provider to access Client Data and information about Client’s usage of the Non-L3 Solution as appropriate for the interoperation of that Non-L3 Solution with the Offering. Subject to the limited licenses granted herein, L3 acquires no right, title or interest from Client or its licensors under this Agreement in or to any Client Data, Non-L3 Solution or such program code.

License to Client Data. As between the parties, Client or its licensors retain all right, title and interest (including any and all intellectual property rights) in and to the Client Data. L3 will, and Client hereby instructs L3 to, access Client Data to provide, secure and improve the Offerings. Client is solely responsible for the accuracy, content, and legality of all Client Data.

Usage Data. Client acknowledges and authorize L3’s use of Client Data and other information generated in connection with providing the Services to create Usage Data: (i) to compile usage and performance information related to the Offerings; (ii) to operate, improve, and support the Offerings; (iii) to develop and publish benchmarks and similar informational reports; or (iv) for any other lawful purpose. “Usage Data” means any data that is derived from the use of the Offering that does not directly or indirectly identify Client, Users, or any natural person and includes (a) data such as volumes, frequencies, bounce rates, and Service performance data and (b) subject to any restrictions under applicable law or regulation, data that is anonymized, de-identified, and/or aggregated such that it could no longer directly or indirectly identify Client, its Users, or any natural person. L3 shall own all rights with respect to Usage Data.

Feedback. Client grants to L3 and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use, distribute, disclose, and make and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by Client or Users relating to the Offerings or operation of L3’s or its Affiliates’ services.

Work Product; License to Deliverables. Unless expressly stated in a Service Proposal, nothing provided under this Agreement will be considered “Work Made for Hire” or “Work Product” as defined in the US Copyright Act of 1976, including Deliverables and other work under this Agreement. As between Client and Le, all intellectual property rights Intellectual Property Rights and all other rights in and to the Deliverables (except for any Confidential Information of Client or Client Materials) shall be owned by L3. L3 hereby grants a license to use all such rights to the extent necessary to enable Client to make reasonable use of the Deliverables and the Services. The parties may mutually agree to a separate Statement of Work with additional terms and restrictions related to the use of Deliverables provided as part of any Professional Services, in which case those terms and restrictions will also apply for purposes of those Deliverables only.

L3 Warranty. L3 warrants that during the applicable Term the Services provided as part of an Offering will be performed in a professional and workmanlike manner and materially conform to the applicable Service Proposal, relevant Service Guide (if applicable) and then current Documentation. If the Services provided to Client were not performed as warranted, Client must promptly provide L3 with a written notice that describes the deficiency in the Offering (including, as applicable, the service request number notifying L3 of the deficiency in the Offerings). For any breach by L3 of a warranty in this Section, Client’s exclusive remedy and L3’s entire liability shall be the correction of the deficient Officer that caused the breach of warranty, or if L3 is unable to substantially correct the deficiency in a commercially reasonable manner, Client may end the deficient component of the Offering and L3 will refund to Client any fees for the terminated Offering that Client has pre-paid to L3 for the period following the effective date of termination.

Client Warranty. Client represents and warrants that: (i) it has the appropriate authorizations from the owner of the networks, systems, IP addresses, assets, and/or hardware on which it deploys the Offering(s), or which it targets, scans, monitors, or tests with the Offering(s); (ii) it has obtained all necessary rights to permit L3 to collect and process the Client’s data gathered through the provision of the Offering or made available by Client to L3 for use in connection with the Offering, including, without limitation, data from endpoints, servers, cloud applications, and logs; (iii) they possess the title, license, or rights to use or modify the software or other applications, including Non-L3 Solutions (collectively, “Client Software”) provided to L3 for use in connection with the Offerings. Additionally, Client confirms that they have the necessary licenses and rights to permit L3 to access or modify the Client Software as necessary to provide the Offering. If the Client requests the deployment of Client Software on hardware provided by L3 or a third-party, Client further warrants that they have obtained and will maintain all necessary licenses throughout the Term, as per the respective license agreements.

Disclaimer. EXCEPT AS SPECIFICALLY SET FORTH IN SECTION 7.1, THE OFFERINGS, INCLUDING ANY SERVICES, SOFTWARE, AND EQUIPMENT, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, L3 DOES NOT WARRANT THAT THE OFFERINGS, INCLUDING ANY SERVICES PERFORMED AS PART OF THE OFFERINGS, WILL BE ERROR-FREE OR UNINTERRUPTED, THAT L3 WILL CORRECT ALL ERRORS, OR THAT THE OFFERINGS WILL MEET CLIENT’S REQUIREMENTS OR EXPECTATIONS. L3 IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION OR SECURITY OF THE OFFERINGS THAT ARISE FROM CLIENT DATA, CLIENT MATERIALS, OR THIRD-PARTY CONTENT OR SERVICES PROVIDED BY THIRD PARTIES, INCLUDING NON-L3 SOLUTIONS AND THIRD-PARTY SERVICES. TO THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS INCLUDING FOR SOFTWARE, HARDWARE, SYSTEMS, NETWORKS OR ENVIRONMENTS OR FOR MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.

Non-L3 Solutions. If Client decides to enable, access, or use Non-L3 Solutions, Client’s access and use of such Non-L3 Solutions shall be governed solely by the terms and conditions of such Non-L3 Solution. L3 does not endorse, is not responsible or liable for, and makes no representations as to any aspect of such Non-L3 Solutions, including, without limitation, their content or the manner in which they handle, protect, manage or process data (including Client Data), or any interaction between Client and the provider of such Non-L3 Solutions. L3 cannot guarantee the continued availability of such Non-L3 Solutions features, and may cease enabling access to them without entitling Client to any refund, credit or other compensation, if, for example and without limitation, the provider of a Non-L3 Solution ceases to make the Non-L3 Solution available for interoperation with the corresponding Service in a manner acceptable to L3. Client irrevocably waives any claim against L3 with respect to such Non-L3 Solutions. L3 is not liable for any damage or loss caused or alleged to be caused by or in connection with Client’s enablement, access, or use of any such Non-L3 Solutions, or Client’s reliance on the privacy practices, data security processes or other policies of such Non-L3 Solutions. If L3 accesses or uses any Non-L3 Solution on Client’s behalf to facilitate performance of an Offering, Client is solely responsible for ensuring that such access and use, including through passwords, credentials or tokens issued or otherwise made available to Client or its Users, is authorized by the terms of access and use for such Non-L3 Solution.

Third-Party Services. L3 may integrate third party solutions such as software, licensing, subscriptions, telecommunications services, voice, data, wireless, cloud, security, and other managed services, provided by external entities (“Third-Party Services”). These solutions may come with their own terms, conditions, and pricing, which are invoiced to L3 by the respective providers. These solutions may form a part of the Managed Services provided to and the fees charged to the Client. L3 may apply pro rata fee adjustments based on any pricing increases L3 receives from vendors of Third-Party Services. In the event any Third-Party Service becomes unavailable which are part of the Services L3 provides to Client, L3 will attempt to find a suitable replacement that may have different pricing which will be reflected with a fee adjustment to Client for the replacement. If no suitable replacement can be found; (a) the charges for those Third-Party Services will be removed from the Client’s fees, where applicable on any Service Proposal; (b) only the affected Third-Party Services will be removed from the Offerings on the affected Service Proposal; and (c) the Service Proposal will survive and continue according to its Term minus the fees for the affected Third-Party Service. Client acknowledges that changes in terms and pricing for Third-Party Services are outside of the control of L3. L3 will take reasonable steps to avoid removal of Third-Party Services from the Offerings or to implement a suitable replacement to avoid a change in the Offerings in a material way. In the event the removal of Third-Party Services from the Offerings becomes unavoidable, which results in a change in the Offerings in a material way, L3 will not be responsible for any claims or damages Client may incur due to the removal of the Third-Party Services.

Third-Party Terms. Client shall comply with all terms of the Third-Party Services (“Third-Party Terms”) and any action or inaction by Client that causes a breach by L3 of any such Third-Party Terms will be deemed a breach of the Agreement by Client. For the avoidance of doubt, because L3 is extending Third-Party Services to Client through the Third-Party Terms, Client has rights and obligations, if any, under the Third-Party Terms only by and through L3 as the party thereto.

Indemnification by L3. L3 will defend Client against any claim, demand, suit or proceeding made or brought against Client by a third party alleging that any Offering infringes or misappropriates such third party’s intellectual property rights (a “Claim Against Client”), and will indemnify Client from any damages, attorney fees and costs finally awarded against Client as a result of, or for amounts paid by Client under a settlement approved by L3 in writing of, a Claim Against Client, provided Client (a) promptly gives L3 written notice of the Claim Against Client, (b) gives L3 sole control of the defense and settlement of the Claim Against Client (except that L3 may not settle any Claim Against Client unless it unconditionally releases Client of all liability), and (c) gives L3 all reasonable assistance, at L3’s expense. If L3 receives information about an infringement or misappropriation claim related to an Offering, L3 may in its discretion and at no cost to Client (i) replace or modify the allegedly infringing components of the Offering so that they are no longer claimed to infringe or misappropriate, (ii) obtain a license for Client’s continued use of the Offering in accordance with this Agreement, or (iii) terminate Client’s rights to the infringing Offering and refund pro-rata any prepaid fees for the infringing portion of the Offering. The above defense and indemnification obligations do not apply if (I) the allegation does not state with specificity that the Offering is the basis of the Claim Against Client; (II) a Claim Against Client arises from the use or combination of the Offering or any part thereof with software, hardware, data, or processes not provided by L3, if the Offering or use thereof would not infringe without such combination; (III) a Claim Against Client arises from Client Data, a Non-L3 Solution or Client’s breach of this Agreement, the Documentation, Service Guide or applicable Service Proposals. This Section 9.1 states L3’s (including its Affiliates) sole and exclusive liability, and Client’s sole and exclusive remedy, for the actual or alleged infringement or misappropriation of any third-party intellectual property rights by the Offerings.

Indemnification by Client. Client will defend L3 and L3’s Affiliates, directors, officers, employees, contractors, agents, or other authorized representatives against any claim, demand, suit or proceeding made or brought against L3 by a third party (a) alleging that the combination of a Non-L3 Solution, Client Software, Client Data or a configuration provided by Client and used with the Offering, infringes or misappropriates such third party’s intellectual property rights, or (b) arising from (i) Client’s use of the Services or an Offering in an unlawful manner or in violation of the Agreement, the Documentation, Service Guide, or Service Proposal, (ii) any Client Data or Client’s use of Client Data with the Offerings, or (iii) Client Materials or a Non-L3 Solution provided by Client (each a “Claim Against L3”), and will indemnify L3 from any damages, attorney fees and costs finally awarded against L3 as a result of, or for any amounts paid by L3 under a settlement approved by Client in writing of, a Claim Against L3, provided L3 (A) promptly gives Client written notice of the Claim Against L3, (B) gives Client sole control of the defense and settlement of the Claim Against L3 (except that Client may not settle any Claim Against L3 unless it unconditionally releases L3 of all liability), and (C) gives Client all reasonable assistance, at Client’s expense. The above defense and indemnification obligations do not apply if a claim Against L3 arises from L3’s breach of this Agreement, the Documentation or applicable Service Proposals.

Disclaimer. EXCEPT WITH RESPECT TO BREACHES OF EITHER PARTY’S CONFIDENTIALITY OBLIGATIONS UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) SHALL EITHER PARTY TO THIS AGREEMENT, OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS OR LICENSORS, BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA (WHERE SUCH DATA IS LOST IN THE COURSE OF TRANSMISSION VIA CLIENT’S SYSTEMS OR OVER THE INTERNET THROUGH NO FAULT OF L3), BUSINESS INTERRUPTION, LOSS OF GOODWILL, COSTS OF COVER OR REPLACEMENT, OR FOR ANY OTHER TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGES, OR FOR ANY OTHER INDIRECT LOSS OR DAMAGES INCURRED BY THE OTHER PARTY OR ITS AFFILIATES IN CONNECTION WITH THIS AGREEMENT AND THE OFFERINGS, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.

Limitation of Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF L3 TOGETHER WITH ALL OF ITS AFFILIATES AND LICENSORS ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CLIENT AND ITS AFFILIATES HEREUNDER FOR THE OFFERING GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.

Enforceable against L3. Any claims or damages that Client may have against L3 shall only be enforceable against L3 and not any other entity, nor any officers, directors, representatives or agents of L3 or any other entity.

Insurance. Each party shall maintain commercial general liability insurance with individual policy limits of not less than $1,000,000 per occurrence. Additionally, both parties shall maintain cyber security insurance coverage with individual policy limits of not less than $1,000,000 per occurrence. Client’s insurance shall be primary and noncontributory over L3’s insurance. Both Client and L3 mutually waive any rights of subrogation against each other, their agents, officers, directors, and employees. Additionally, both parties shall require their insurers to waive any rights of subrogation against the other party and their representatives.

Independent Contractors. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.

Notice. Except as otherwise specified in these terms, any notices required under this Agreement shall be sent by email to each party at the email address provided in the Service Proposal with a duplicate copy sent via registered mail (return receipt requested) to the mailing address set forth in the Service Proposal.

Modifications to this Agreement. From time to time, L3 may modify this Agreement. Unless otherwise specified by L3, changes become effective for Client upon renewal of the then-current Term or upon the effective date of a new Service Proposal after the updated version of this Agreement goes into effect. L3 will use reasonable efforts to notify Client of the changes through communications via Client’s account, email or other means. Client may be required to click to accept or otherwise agree to the modified Agreement before renewing a Term or upon the effective date of a new Service Proposal, and in any event continued use of any Offering after the updated version of this Agreement goes into effect will constitute Client’s acceptance of such updated version.

Force Majeure. L3 shall not be liable for any inadequate performance or failure to perform to the extent caused by a condition that was beyond L3’s reasonable control (including, but not limited to, natural disaster, act of war or terrorism, riot, global health crisis, acts of God, or government intervention).

Waiver and Severability. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived. If any provision of this Agreement (including all Service Proposals) is held by a court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement will otherwise remain in effect., the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.

Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, L3 may assign this Agreement in its entirety (including all Service Proposals), without Client’s consent to its Affiliates or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

Governing Law and Jurisdiction: This Agreement is to be governed by and construed in accordance with the laws of the State of California. Any disputes arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the courts located in Los Angeles, California.

Third Party Beneficiaries. There are no third-party beneficiaries under this Agreement, except to the extent expressly stated in a Service Proposal. Notwithstanding the preceding sentence, the Microsoft Corporation (“Microsoft Corporation”) is an intended additional beneficiary of this Agreement with respect to any rights or obligations pertaining or related to the Client’s usage of software products provided through or licensed from Microsoft, and Microsoft has the right to enforce those provisions and to verify Client’s compliance with those provisions.

Entire Agreement; Order of Precedence. This Agreement is the entire agreement and supersedes any and all prior agreements, proposals or representations, written or oral, between L3 and Client, with regard to the subject matter hereof. The parties agree that any term or condition stated in a Client purchase order or in any other Client order documentation (excluding Service Proposals) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Service Proposal, (2) this Agreement, (3) the Service Guide and (4) the Documentation. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.

No-Solicitation. During the term of this Agreement and for eighteen (18) months thereafter, Client will not directly or indirectly (including without limitation through use of recruiters) solicit any employee or contractor of L3 or its Affiliates who was involved in the provision of an Offering to Client within the preceding twelve (12) months, without the prior written consent of L3. The foregoing will not apply if such employees respond to general public solicitation. Client acknowledges and agrees that in the event of a violation of this provision and in addition to any other right L3 may have at law or in equity, Client must pay L3 a one-time payment equal to the amount of one-hundred percent (100%) of the affected employee's base salary for an (18) month period. Both parties agree that such amount is not intended as a penalty and is reasonably calculated based on the projected costs L3 would incur to identify, recruit, hire and train suitable replacements for any such personnel.

Statute of Limitations. Client must initiate a cause of action for any claim(s) relating to the Agreement and its subject matter within six (6) months from the date when Client knew, or should have known after reasonable investigation, of the facts giving rise to the claim(s).

Marketing. Client agrees that L3 may reference and use Client’s name and trademarks in L3 marketing and promotional materials, solely for the purpose of identifying Client as L3’scustomer. Otherwise, neither party may use the trade names, trademarks, service marks, or logos of the other party without the express written consent of the other party.

Prohibition on Delegation. Client may not delegate any right, responsibility, or duty under this Agreement (including but not limited to those related to Client’s receipt of the Offerings) to another party without the prior written approval of L3. For clarity, the prohibition in this section shall not apply to Affiliates of Client.

Relationship with Third-Party Providers. L3’s business partners and other third parties, including any third parties with which the Offerings have integrations or that are retained by Client to provide consulting services, implementation services or applications that interact with the Offerings, are independent of L3 and are not L3’s agents. L3 is not liable for, bound by, or responsible for any problems with the Offerings or Client Data arising due to any acts of any such business partner or third party, unless the business partner or third party is providing the services as L3’s subcontractor on an engagement ordered under this Agreement and, if so, then only to the same extent as L3 would be responsible for its own resources under this Agreement.