Behavox Cloud Service Agreement

Last updated: March 30, 2023

This Behavox Cloud Service Agreement (the “Agreement”) governs the relationship between Behavox Ltd. (“Behavox” or “Company”) and the customer (“Customer”), as identified in the Master Service Agreement (“MSA”) and the Statement of Work (“SOW”) executed by and between Behavox and Customer and shall be effective as of the date set forth in the MSA (the “Effective Date”).

BEHAVOX MAY MODIFY THE TERMS SET FORTH HEREIN FROM TIME TO TIME AND SUCH UPDATED TERMS SHALL GOVERN. WE RECOMMEND THAT CUSTOMER PERIODICALLY REVIEW THE TERMS, TO SEE IF ANY CHANGES WERE INTRODUCED AS REFLECTED IN THE “LAST UPDATED” DATE HEREINABOVE.

1. SERVICES GRANT OF LICENCE.

1.1. Services. Subject to the terms and conditions hereunder, Behavox shall provide to Customer, during the Subscription Term (as defined below), access to the Offering and such other related services as set forth in any SOW (together, the “Services”).

1.2. Access. Customer shall access the Services via a hosted cloud account (“Customer Account”) which is hosted and maintained on the servers of GCP.

1.3. Grant Of License.

1.3.1. Cloud License. For the Services or Company software designated as provided under a Cloud License, subject to and conditioned upon compliance with the terms and conditions hereunder, Behavox grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable, limited right to utilise the Services for the Subscription Term, for internal business purposes of Customer (the “Cloud License”). For the purpose of this Agreement, the “Subscription Term” shall mean the period defined in the SOW in which the Customer has the authority to utilise the Services, commencing on the Effective Date until expiration or termination of such term in accordance with the MSA.

1.3.2. Use Restrictions. Customer hereby represents and warrants that it shall not and shall not permit others to: (a) copy the Services, Company software or any portion thereof (“Company Products”); (b) deny service to, hack, crack, reverse engineer, disassemble, or decompile the Company Products in any form or by any means; (c) modify or create derivative works of the Company Products; (d) reverse engineer, disassemble, or decompile any portion of the Company Products or attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Company Products or any software thereto incorporated; (e) use the Company Products for any illegal or unauthorised purpose, or in a manner which infringes third parties’ rights in any way, including intellectual property rights; (f) incorporate the Company Products into the structure, machinery or controls of any aircraft, other aerial device, military vehicle, hovercraft, waterborne craft or any medical equipment; (g) distribute, sell, sublicense or otherwise transfer or provide access to the Company Products to any third party, including, without limitation, provision of cloud management services through the Services; or (h) make or attempt to make any alterations to the scope of the Services (e.g., add or remove instances, remove or modify any backup files).

1.4. SLO.

1.4.1. SLO. Behavox shall provide to Customer, during the Subscription Term, reasonable support services with respect to the Services in accordance with the terms of the service level obligations (“SLo”) provided as a Schedule to the MSA.

1.5. Authorised User. Only the identified individual associated with a particular Authorised User account can access the Offering using that account. Authorised User accounts may not be shared among individuals, or used to provide access to the Offering to individuals who are not the individual associated with the corresponding Authorised User account. Customer may not activate and deactivate Authorised User accounts on a daily or other regular basis in order to circumvent licence restrictions. To the extent that Customer configures Offering to be accessed or used through a separate system or interface, Authorised Users of the Offering through such separate system or interface must be licensed under this Agreement and the MSA, regardless of whether such person has a Authorised User account or authenticates into the Offering. If Customer exceeds the number of licensed Authorised Users set forth in the associated SOW, Customer shall purchase such additional Authorised User subscriptions necessary to bring Customer into compliance.

1.6. Amending Service. Behavox may be required and shall have the right to alter, modify, amend, or update Customer’s access to the Services:

1.6.1. for scheduled maintenance where Behavox shall provide the Customer with reasonable prior notice of such scheduled maintenance, or for unscheduled maintenance, in which case, Behavox shall provide the Customer with a notice as soon as practicable under the relevant circumstances. Behavox shall exert best commercial efforts to ensure that any suspension of Services shall be limited to the minimal duration required; or

1.6.2. in the event Customer is in breach of this Agreement, (including, among others, failure to pay the Fees). Nothing in this Section ‎1.6.2. shall limit Behavox’s rights to suspend the Services in accordance with Section ‎10. to this Agreement.

1.6.3. Non-Breach. Any suspension of Customer’s access to the Services pursuant to Section ‎1.6.2. above shall not be considered as Behavox’s breach of this Agreement.

1.7. Behavox Documentation. Behavox may provide the Customer from time to time with additional materials, information and specifications, design documents and analyses, programming tools, plans, models, flow charts, reports and drawings, documentation and any other descriptions related to the Company software, which is designed to explain the intended functionality of the Services and to assist in the onboarding, use and configuration of the Company software (the “Documentation”).

2. REGISTRATION.

2.1. Unauthorised Access. Customer agrees not to share its password(s), account information, or access to the Services with any other person except as required to use the Services in accordance with the terms of this Agreement or applicable SOW. Customer is responsible for all activities that occur under Customer’s account, regardless of whether undertaken by Customer, its employees or a third party (including contractors or agents) and Behavox and its affiliates are not responsible for unauthorised access to Customer’s account by or on behalf of Customer, its employees or a third party (including contractors or agents). Customer will contact Behavox immediately if it believes an unauthorised third party may be using its account or if Customer’s account information is hacked, lost or stolen.

3. INTELLECTUAL PROPERTY RIGHTS.

3.1. Exclusive Ownership. Behavox retains exclusive ownership of all rights, interests and title in the Services, the Company software, the Documentation, or any programing tools provided by Behavox, and in the copies and derivatives thereof (“Company IP”) and Customer acknowledges that all rights, title and interest in and to Company IP and any and all trademarks, trade names, copyrights, patents, patentable inventions, and any and all other intellectual property rights used or embodied in or in connection therewith, are and shall remain in the exclusive property of Behavox, subject only to the rights and licences expressly granted by Behavox hereunder. Customer shall make no claim of right to any Company IP or Services to be provided by Behavox hereunder and acknowledges that as between Behavox and Customer, all Company IP is sole proprietary of Behavox.

4. PAYMENT TERMS AND FEES.

4.1. Payment Terms & Fees. All payment terms and fees will be governed by the MSA and the applicable SOW.

4.2. Payment Processing Priorities. If Customer’s purchase of the Services or Company software was made via a Cloud Provider’s Marketplace (such as Amazon Web Services (AWS), Microsoft Azure, Google Cloud Platform (GCP) etc.), the payment process applicable to such Cloud Provider’s Marketplace purchases may supersede the payment terms set forth in this Agreement, the MSA, or the SOW, to the extent inconsistent.

4.3. Taxes. All Fees payable by Customer are net amounts payable to Behavox and are exclusive of indirect taxes including without limitations, all federal, state and local excise, sales, use, value-added, occupational, levies, assessments, import duties and other taxes which may be imposed by any governmental or tax entity in connection with any transaction contemplated by this Agreement and/or the SOW (excluding any taxes assessed against Behavox’s net income) (“Taxes”). It is hereby clarified that Customer shall be fully responsible to pay any and all Taxes even if not stated in the relevant invoice, and Customer shall not be entitled to withhold or deduct any taxes of whatever nature now or hereafter imposed (including without limitation to any government or tax authority) from the Fees or any other payment to Company.

4.4. No Refunds. No refund – full, partial or pro-rated – shall be provided and no obligation to pay any Fees shall be deemed waived, with respect to any Services (including, for avoidance of doubt, any subscriptions) whether the Services or the applicable Subscription Term have already commenced or not. Notwithstanding anything to the contrary hereunder, it is clarified that out-of-pocket expenses incurred or committed by Behavox to any third party hosting vendors or service providers of Behavox with respect to the Services, shall be borne solely by Customer and shall not be cancellable or refundable, and the Customer irrevocably undertakes to pay such expenses and hereby agrees to the deduction of such expenses from any refund, regardless of the nature or timing of the applicable termination of this Agreement. The aforementioned shall not limits or excludes any other remedy available to the Customer under this Agreement, by law or in equity.

5. CONFIDENTIALITY.

5.1. Confidentiality. During the term of this Agreement and thereafter, the Parties (i) shall treat as confidential and proprietary all information which is identified as confidential or proprietary, or which can be reasonably deemed to be such, and which is disclosed by one Party to the other; (ii) shall not disclose such information to any third party, except for such Party’s employees and consultants (“Representatives”) which have a specific need to know such information for the purpose of this Agreement and only if such Representatives executed a confidentiality agreement protecting such information by terms no less stringent than those contained in this Section. Each Party shall be responsible and liable for enforcing the terms of this Agreement vis-à-vis any of its Representatives, and shall be liable for any breach of the terms of this Agreement by any of its Representatives, as if such breach was a breach of the Receiving Party of this Agreement. The foregoing shall not apply to any information that the Party receiving such information can prove by reasonable written and dated records: (a) is already in the Party’s possession, prior to the disclosure thereof, other than as a result of the breach of a legal or contractual obligation on the part of the receiving Party; (b) was lawfully received by such Party from a third party having rights to disclose, and under no confidentiality obligations known to such party with respect to such information; (c) is or becomes a part of the public knowledge through no wrongful act of receiving Party; (d) is approved for release in writing by the Party to whom the confidential or proprietary information belongs; or (e) is or was developed independently by the receiving Party without reliance on, reference to or use of any information of the other Party, and without any breach of the Agreement, as evidenced by contemporaneous written documents.

5.2. Breach of Confidentiality. Any breach or threatened breach of this Section may cause irreparable harm to the disclosing Party for which there is no adequate remedy at law. Therefore, the disclosing Party will be entitled to seek injunctive relief without the necessity of proving actual damages or posting a bond, in addition to any other remedies available at law.

5.3. Term. The confidentiality and non-use obligations under this Section shall be in effect for the term of this Agreement and shall survive any expiration or termination of this Agreement for a period of 3 years.

6. WARRANTY AND DISCLAIMERS.

6.1. Right to Contract. Behavox and Customer each represent and warrant that they have the right, power, and authority to enter into this Agreement and perform their respective obligations hereunder.

6.2. Malware. Except as expressly set forth in the Documentation, Behavox represents and warrants to Customer that, to its knowledge, none of the Services contain any “Trojan horse”, “worm”, “trap door”, “malware” (as such terms are commonly understood in the computer software industry), or any other device or code designed to destroy, copy, collect or expose data or files without the knowledge and consent of the Customer, or otherwise designed to disrupt, damage, disable, impair or interfere with use of the computer on which such code resides or the other software programs on such computer.

6.3. DISCLAIMER OF WARRANTY. EXCEPT AS OTHERWISE EXPLICITLY STATED HEREUNDER, CUSTOMER AGREES THAT BEHAVOX HAS MADE NO EXPRESS OR IMPLIED WARRANTIES TO IT REGARDING THE SERVICES AND THAT THE SERVICES ARE BEING PROVIDED TO CUSTOMER ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND AND BEHAVOX DISCLAIMS ALL WARRANTIES WITH REGARD TO THE SERVICES; EXPRESS OR IMPLIED; INCLUDING; WITHOUT LIMITATION; ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE; BE TIMELY OR SECURE, MERCHANTABILITY; QUALITY OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. BEHAVOX DOES NOT WARRANT THAT THE SERVICES WILL OPERATE UNINTERRUPTED OR ERROR FREE, OR THAT ALL ERRORS WILL BE CORRECTED, EXCEPT AS EXPRESSLY PROVIDED HEREUNDER. FURTHERMORE, BEHAVOX MAKES NO WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE CUSTOMER ACCOUNT AND, EXCEPT FOR BEHAVOX’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD, ASSUMES NO RESPONSIBILITY OR LIABILITY FOR ANY: (I) UNAUTHORIZED ACCESS TO OR USE OF THE CUSTOMER ACCOUNT AND/OR ANY AND ALL CUSTOMER DATA STORED THEREIN; (II) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE CUSTOMER ACCOUNT; (III) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES THROUGH THE ACTIONS OF ANY THIRD PARTY; (VI) ANY LOSS OF CUSTOMER DATA OR INFORMATION FROM THE CUSTOMER ACCOUNT; (VII) CONSEQUENCES RELATED TO RESTRICTIONS, SUSPENSION OR TERMINATION OF THIRD PARTY VENDORS’ SERVICES TO CUSTOMER WITH RESPECT TO CUSTOMER ACCOUNT OR CUSTOMER DATA; AND/OR (VIII) OBLIGATIONS WITH RESPECT TO ANY BACKUP, SECURITY OR CONTINGENCY PLAN FOR THE CUSTOMER ACCOUNT OR CUSTOMER DATA; CUSTOMER WILL NOT HAVE THE RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF BEHAVOX TO ANY THIRD PARTY. SINCE SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, THE FOREGOING LIMITATIONS MAY NOT APPLY. IN THAT EVENT, SUCH WARRANTIES ARE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY, AND FOR THE MINIMUM WARRANTY PERIOD ALLOWED BY THE MANDATORY APPLICABLE LAW.

7. INDEMNIFICATION

7.1. Indemnification by Customer. Customer will defend, indemnify and hold Behavox, its officers, employees, directors and affiliates, harmless from any and all liabilities, losses, damages, judgments, claims, causes of action, costs, or expenses (including reasonable attorney’s fees) from and against any third-party claim, demand, damages or lawsuit arising out of or relating to (a) Customer’s breach of this Agreement; (b) Customer’s violation of applicable laws or regulations in connection with the Services or Customer Account; or (c) Customer Data or the combination of the Customer Data with other applications, content or processes, including any claim involving alleged infringement or misappropriation of third-party rights by the Customer Data, and Customer will pay such damages or costs as are attributable to any such action. Behavox will promptly notify Customer of any claim subject to this Section, but Behavox’s failure to promptly notify Customer will affect Customer’s obligations only to the extent that Behavox’s failure prejudices the Customer’s ability to defend the claim. Customer may: (a) use counsel of Customer’s own choosing (subject to Behavox written consent) to defend against any claim; and (b) settle the claim, provided that Customer obtains Behavox’s prior written consent before entering into any settlement.

7.2. Indemnification by Behavox. Behavox will defend and indemnify Customer and its affiliates against any third-party claim, demand, damages or lawsuit arising out of or relating to (a) violation of applicable laws or regulations caused directly by the Services; or (b) infringement or misappropriation of a third party’s patent, copyright, trade secret, or trademark caused directly by the Services, provided that the Services were used by Customer in accordance with the this Agreement and the Documentation and that such infringement or misappropriation is not due to a combination of the Services with any other content, products or services which are not provided by Behavox.

7.3. Sole Remedy. Without derogating from the provisions of Section ‎8. below, this Section ‎7. sets forth the exclusive and sole remedy of Customer with respect to the infringement, violation, or misappropriation of any intellectual property rights of any third party arising from or relating to this Agreement.

8. LIMITATION OF LIABILITY.

8.1. TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAW BEHAVOX SHALL NOT BE LIABLE TO CUSTOMER FOR ANY LOSS OF USE; LOSS OF DATA, INTERRUPTION OF BUSINESS; OR ANY INDIRECT; SPECIAL; INCIDENTAL; OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT; TORT (INCLUDING NEGLIGENCE); STRICT PRODUCT LIABILITY OR OTHERWISE; EVEN IF BEHAVOX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2. BEHAVOX SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE, OR CORRUPTION OF ANY CUSTOMER DATA, INFORMATION OR CONTENT UNDER ANY CIRCUMSTANCES OR FOR ANY CONSEQUENCES RELATED TO CHANGES, RESTRICTIONS, SUSPENSIONS, OR TERMINATION OF THE SERVICES OR THE AGREEMENT. THESE LIMITATIONS WILL APPLY TO CUSTOMER EVEN IF THE REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.

8.3. OTHER THAN IN CONNECTION WITH BEHAVOX’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD OR A BREACH OF ITS CONFIDENTIALITY OBLIGATIONS HEREUNDER, IN NO EVENT SHALL THE TOTAL CUMULATIVE LIABILITY OF BEHAVOX, FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, EXCEED HALF THE TOTAL AMOUNTS ACTUALLY PAID BY CUSTOMER TO BEHAVOX DURING THE PERIOD OF THE 6 MONTHS PRECEDING THE DATE OF THE CLAIM. THE FOREGOING PROVISION LIMITING THE LIABILITY OF BEHAVOX SHALL APPLY REGARDLESS OF THE FORM OR CAUSE OF ACTION, WHETHER IN CONTRACT OR TORT, OR A BREACH OF A FUNDAMENTAL TERM OR CONDITION.

8.4. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE DISCLAIMER, EXCLUSION OR LIMITATION OF CERTAIN LIABILITIES. TO THE EXTENT THAT THEY ARE HELD TO BE LEGALLY INVALID, SUCH DISCLAIMERS, EXCLUSIONS AND LIMITATIONS SET FORTH IN THIS AGREEMENT DO NOT APPLY AND ALL OTHER TERMS SHALL REMAIN IN FULL FORCE AND EFFECT.

9. INTELLECTUAL PROPERTY INFRINGEMENT.

9.1. Infringement Remedies. If Behavox believes the Services might infringe a third party’s intellectual property rights, then Behavox may, at its sole option and expense: (a) procure the right for Customer to continue using the Services; (b) modify the Services to make them non-infringing without materially reducing their functionality; or (c) replace the Services with a non-infringing, functionally equivalent alternative.

9.2. Remedies Insufficient. If Behavox believes that the remedies in Section ‎9.1. ‎‎are not commercially reasonable, then Behavox may suspend or terminate Customer’s use of the impacted Services.

9.3. Sole Remedies. Without affecting either Party’s termination rights, this Section ‎‎‎9. states the parties’ only rights and obligations under the Agreement for any third party’s intellectual property rights allegations in connection to infringement by the Services.

10. TERM AND TERMINATION.

10.1. Term. The “Term” of this Agreement and related agreements will begin on the Effective Date and continue until the Agreement is terminated as set forth in the MSA, the SOW or this Agreement.

10.2. Termination for Breach.

10.2.1. Material Breach. Either Party may terminate a SOW, or this Agreement in its entirety for breach if: (i) the other Party is in material breach of this Agreement and fails to cure that breach within 30 days after receipt of written notice; (ii) the other Party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 60 days.

10.2.2. Behavox Termination. Behavox may terminate any SOW and/or terminate or suspend any Services thereunder for breach if Customer fails to make timely payment with respect thereto. For avoidance of doubt, such suspension or termination shall not be considered as a breach by Behavox of this Agreement.

10.3. Effect of Termination or Expiration.

10.3.1. If this Agreement is terminated or expire, then: (i) the rights granted by one Party to the other will immediately cease and terminate, including, among others, the Evaluation License, Cloud License and Customer Data licence; (ii) all Fees owed by Customer to Behavox are immediately due upon receipt of the final electronic bill; and (iii) upon request, each Party will use commercially reasonable efforts to return or destroy all Confidential Information of the other Party as applicable. The provisions of Sections ‎3. –‎11. and ‎12., as well such provisions which by their terms are intended to survive, shall survive the expiration or termination of this Agreement for any reason. Upon the termination or expiration of this Agreement or any SOW, Behavox shall have the right, without any liability, to immediately terminate any servers and delete all Customer Data related to such expired or terminated SOW. The Customer undertakes, at Customer cost and expense, to copy, migrate, backup or make any other disposition in Customer Data as the Customer deems appropriate, prior to the termination or expiration of the applicable SOW.

11. DATA PROTECTION.

11.1. Processing Personal Data. If applicable to the Services, Behavox shall collect, use and share Personal Data (as defined in the MSA), solely as set forth in the data processing addendum at Schedule 4 of the MSA which is incorporated herein as an integral part of this Agreement, and in accordance with applicable laws.

11.2. Warranty of Rights. Customer acknowledges that Behavox may process Personal Data that is contained in Customer Data or as required to perform the Services in accordance with the terms and conditions of the MSA. Customer hereby represents and warrants that it has all the necessary rights, authorizations and consents in connection with any processing of Personal Data of persons included or portrayed in the Customer Data, if and as applicable, in accordance with applicable laws and the MSA.

12. GENERAL PROVISIONS.

12.1. Assignment. The Customer may not assign, transfer, or otherwise dispose of this Agreement or any of its rights, interest, or obligations hereunder without the prior written consent of Behavox. Behavox may transfer or assign this Agreement to: (a) an affiliate of Behavox; or (b) an acquirer of all or substantially all of the shares or assets of Customer through change of control event. Any assignment of this Agreement in violation of this provision shall be null and void.

12.2. Notices. All notices and communications hereunder shall be in writing and shall be served by at least one of the following: (1) personal service; (2) registered or certified mail at the address of the receiving Party set forth in relevant SOW (or at such different address as may be designated by such Party by written notice to the other Party); (3) electronic mail to the usual electronic address(es) used for contracting and/or correspondence.

12.3. Governing Law and Jurisdiction. This Agreement, including the MSA and any resulting SOW shall be governed by the law of the EU Member State in which the data exporter is established. Where such law does not allow for third-party beneficiary rights, they shall be governed by the law of another EU Member State that does allow for third-party beneficiary rights. The Parties agree that this shall be the law of Ireland.

12.4. Independent Parties. Customer and Behavox are independent contractors, and neither Party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other. The Agreement does not create any third-party beneficiary rights in any individual or entity that is not a Party to this Agreement. Either Party’s failure to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time.

12.5. Integration. The Agreement, including the MSA and any SOW sets forth the entire agreement between the parties on the subject hereof and supersedes any and all previously or currently existing oral or written agreements, understandings, memoranda, letters of intent, or representations on the subject matter hereof, as of the Effective Date.

12.6. Amendments. Behavox may amend the terms set forth herein from time to time and such updated terms, once posted on Behavox’s website, shall govern from the date on which it was posted. Customer hereby acknowledge that it will periodically review the terms of this Agreement, to see if any changes were introduced as reflected in the “Last Updated” date above.

12.7. Order of Precedence. In the event of any discrepancy between the terms and conditions of this Agreement and the terms and conditions of the MSA or SOW, the terms and conditions of the MSA shall govern unless explicitly stated otherwise in the SOW.

12.8. Severance. If any one or more of the terms of this Agreement shall for any reason be held to be invalid or unenforceable, such term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. Any determination of the invalidity or unenforceability of any provision of this Agreement shall not affect the remaining provisions hereof unless the business purpose of the terms is substantially frustrated thereby.

12.9. Third Party Beneficiary. The Agreement is not intended to and shall not be construed to give any third party any interest or rights (including, without limitation, any third party beneficiary rights) with respect to or in connection with any agreement or provision contained hereunder or contemplated hereby, except as otherwise expressly provided for in this Agreement.

12.10. Duly Authorised Signatories. Each Party hereto represents that its signatory whose signature appears on the MSA and SOW has been and is on the date of the MSA and SOW duly authorised by all necessary corporate or other appropriate action to execute the MSA and SOW and enter into this Agreement.

12.11. Electronic Signatures. The Parties hereto consent to the execution of the MSA and SOW by electronic signatures and agree that such signatures shall be treated, for purpose of validity, enforceability and admissibility the same as hand-written signatures.