This Master Subscription Agreement governs the Customers acquisition and use of ARMOR, capitalised terms have the definitions set forth herein: If the Customer registers for a free trial of the ARMOR or for free services, the applicable provisions of this agreement will also govern that free trial or those free services. By accepting this agreement, by (1) clicking a box indicating acceptance, (2) executing an Order Form that references this agreement, or (3) using free services, the Customer agrees to the terms of this agreement. If the individual accepting this agreement is accepting on behalf of a Company or other Legal Entity, such individual represents that they have the authority to bind such Entity and its affiliates to the terms and conditions, in which case the term “Customer” shall refer to such Entity and its affiliates. If the individual accepting this agreement does not have such authority, or does not agree with these terms and conditions, such individual must not accept this agreement and may not use the ARMOR.

The ARMOR may not be accessed for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes. Shiftlogic.io Limited’s direct competitors are prohibited from accessing the Shiftlogic.io Limited Service, except with Shiftlogic.io Limited’s prior written consent. This Agreement was last updated on 12 February, 2026. It is effective between Customer and Shiftlogic.io Limited as of the date of Customer’s accepting this Agreement (the “Effective Date”).

1. DEFINITIONS

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

“Agreement” means this Master Subscription Agreement.

“Beta Services” means ARMOR or functionality that may be made available to Customer to try at its option at no additional charge which is clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description.

“Content” means information obtained by Shiftlogic.io Limited from publicly available sources or its third-party content providers and made available to Customer through the ARMOR, Beta Services or pursuant to an Order Form.

“Documentation” means online Shiftlogic.io Limited Trails, Help Articles, Release Notes, and any other documentation or material provided by Shiftlogic.io Limited that describes the ARMOR and functionality. and our policies, as updated from time to time, accessible upon subscription to the Shilftlogic.io Services, and via the Shiftlogic.io Limited website: Shiftlogic.io

The ARMOR standard support plan: Link to our support process / plan

“Free Trial” refers to a trial for ARMOR free of charge in accordance with Section 2.7 herein.

“Jurisdiction” means England and Wales unless stated otherwise in the Order Form.

“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.

“Marketplace” means an online directory, catalog or marketplace of applications that interoperate with the ARMOR, including, for example, the AppExchange at http://www.salesforce.com/appexchange, and any successor websites.

“Non-Shiftlogic.io Application” means online or offline software products or other applications that interoperates with the ARMOR, that is not provided by Shiftlogic.io Limited..

“Order Form” means an ordering document or online order specifying the Services to be provided hereunder that is entered into between Customer and Shiftlogic.io Limited, including any addenda and supplements thereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.

“ARMOR” means Shiftlogic.io Limited’s ARMOR software-as-a-service (SaaS) application that is ordered by the Customer under an Order Form, or provided to the Customer free of charge (if applicable) or under a Free Trial, and made available online by Shiftlogic.io Limited,, as described in the Documentation. ARMOR exclude Content and Non-Shiftlogic.io Applications. ARMOR is provided by Shiftlogic.io Limited using a hosting platform provided by Salesforce.com, inc (“SF”), in a Production environment and a Sandbox environment will be available.

“Purchased Services” means the ARMOR that Customer or Customer Affiliate’s purchases under an Order Form or, as distinguished from Free Services or those provided pursuant to a free trial.

“Third-Party Content Providers” means companies such as YouTube, Google, or Salesforce that may host some relevant content useful for ARMOR, Free Trial or Free Services.

“User” means, in the case of an individual accepting these terms 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, an individual who is authorized by Customer to use a ARMOR, for whom Customer has purchased a subscription (or in the case of any ARMOR provided by Shiftlogic.io Limited without charge, for whom ARMOR has been provisioned), and to whom Customer (or, when applicable, Shiftlogic.io Limited at Customer’s request) has supplied a user identification and password (for ARMOR utilizing authentication). Users may include, for example, employees, consultants, contractors and agents of Customer, and third parties with which Customer transacts business.

“Customer” means 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) which have entered into Order Forms.

“Customer Data” means electronic data and information submitted by or for Customer to the Shiftlogic Services, excluding Content and Non-Shiftlogic.io Applications.

2. PROVISION OF SERVICES

2.1 Provision of ARMOR

Upon the purchase of ARMOR. Shiftlogic.io Limited will:

1. make the ARMOR available to the Customer pursuant to this Agreement and the applicable Order Forms;

2. provide applicable Shiftlogic.io Limited standard support for the Purchased ARMOR to Customer at no additional charge, and/or upgraded support if purchased on the Order Form, Link to our support process / plan

3. use commercially reasonable efforts to make the online Purchased ARMOR available 24 hours a day, 7 days a week, except for planned downtime (of which Shiftlogic.io Limited or Salesforce shall give advance electronic notice), and any unavailability caused by circumstances beyond Shilflogic.io 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, Internet service provider failure or delay, Non-Shiftlogic.io Application, or denial of service attack, and

4. provide the ARMOR in accordance with applicable laws and regulations and subject to the Customer use of the ARMOR in accordance with this Agreement, and the applicable Order Form.

2.2 Data

Protection of Customer Data. Shiftlogic.io Limited will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data, as described in the Documentation. Those safeguards will include, but will not be limited to, measures designed to prevent unauthorized access to or disclosure of Customer Data (other than by Customer or Users), except:

1. to provide technical support, address any technical problems, or to assist the Customer in the implementation or configuration of the ARMOR; or

2. as otherwise compelled by law.

Each party hereto undertakes to comply with its obligations under any applicable data protection laws.

For clarity, Shiftlogic.io Limited’s processing of Personal Data is further governed by the Data Processing Addendum via: link to our customer data privacy policy.

2.5 Personnel

Shiftlogic.io Limited will be responsible for the performance of its personnel (including its employees and contractors) and their compliance with Shiftlogic’s obligations under this Agreement, except as otherwise specified in this Agreement.

2.6 Beta Services

From time to time, Shiftlogoc.io may make Beta Services available to the Customer. The Customer may choose to try such Beta Services or not at its sole discretion. Shiftlogic.io Limited may discontinue or modify the Beta Services at any time at Shiftlogic.io Limited sole discretion. Beta Services are provided for trial and evaluation purposes only and are not for production deployment. Beta Services are not covered by any Shiftlogic.io Limited warranty or support agreement and as such Shiftlogic.io Limited shall not be held liable for any damages that may be caused by such use of the Beta Services. The Customer understands that Beta Services are ARMOR not yet approved for commercial use and that they may contain errors and not perform as expected.

2.7 Free Trial

If Customer registers with Shiftlogic.io Limited for a Free Trial, Shiftlogic.io Limited will make the applicable ARMOR available to Customer on a trial basis free of charge until the earlier of:

1. the end of the free trial period for which Customer registered to use the applicable ARMOR, or

2. the start date of any Purchased ARMOR subscriptions ordered by Customer for such ARMOR, or

3. termination by Shiftlogic.io Limited at its sole discretion.

Additional trial terms and conditions may appear on the trial registration web page.

Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.

Any data the Customer enters into the ARMOR, together with any configuration and/or customisations made to the Shiftlogicio Services, by or for the Customer, during the Customers Free Trial will be permanently lost, unless:

1. Customer purchases a subscription to the same ARMOR as covered by the Trial, or

2. Customer purchases an upgraded ARMOR, or

3. Customer exports such data, before the end of the Trial period.

The Customer cannot transfer data entered, configured or customises made during the free Trial to a ARMOR that would be a downgrade from that covered by the Trial.

Therefore, if a Customer purchases a ARMOR that would be a downgrade from that covered by the Trial, Customer must export Customer data before the end of the Trial period, otherwise the Customer data will be permanently lost.

Notwithstanding Section 8 and Section 9, during the Free Trial, ARMOR are without any warranty whatsoever and Shiftlogic.io Limited shall have no indemnification obligations nor liability of any type with respect to the Shiftlogic.ion Services provided during the Free Trial period, unless such exclusion of liability is not enforceable under applicable law, in which case Shiftlogic.io Limited liability with respect to the Shiftlogic Services provided during the Free Trial shall not exceed £1,000.00 (one thousand). It is the Customers responsibility to ensure that the Customer is not exposed to damages in excess of £1,000.00 during the Free Trial period.

Without limiting the foregoing, Shiftlogic.io Limited do not represent or warrant to the Customer that:

1. Customer use of the ARMOR during the Free Trial period will meet Customers needs or requirements;

2. Customer use of the ARMOR during the Free Trial period will be uninterrupted, timely, secure or free from any error; and

3. usage data provided during the Free Trial period will be accurate.

Notwithstanding anything to the contrary in Section 10 “Limitation of Liability” below, Customer shall be fully liable under this Agreement to Shiftlogic.io Limited any damages arising out of Customer’s use of the ARMOR during the Free Trial period and any breach of Customer’s obligations under this Agreement.

The Customer is responsible to review all relevant Documentation applicable to the ARMOR offered during the Free Trial period to become familiar with the features and functions of the ARMOR before making a purchase.

3. USE OF PLATFORM SERVICES AND CONTENT

3.1 Subscriptions

Unless otherwise provided subscriptions will be detailed in the applicable Order Form:

1. purchased ARMOR and access to Content are purchased as subscriptions for the term stated in the applicable Order Form

2. subscriptions for purchased ARMOR may be added during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are added;

3. any added subscriptions will terminate on the same date as the underlying subscriptions; and

4. Customer agrees that its purchases are not contingent on the delivery of any future functionalities or features, or dependent on any oral or written public comments made by Shiftlogic.io Limited regarding future functionalities or features.

3.2 Usage Limits

ARMOR and Content are subject to usage limits specified in Order Forms and Documentation. If Customer exceeds a contractual usage limit, Shiftlogic.io Limited may work with Customer to seek to reduce Customer’s usage so that it conforms to that limit. If, notwithstanding Shiftlogic.io Limited’s efforts, Customer is unable or unwilling to abide by a contractual usage limit, Customer will execute an Order Form for additional quantities of the applicable ARMOR or Content promptly upon Shiftlogic.io Limited ’s request, and/or pay any invoice for excess usage in accordance with the “Invoicing and Payment” section below.

3.3 Customer Responsibilities

The Customer will:

1. be responsible for Users’ compliance with this Agreement, Documentation and Order Forms,

2. be responsible for the accuracy, quality and legality of Customer Data, the means by which Customer acquired Customer Data, Customer’s use of Customer Data with the Shiflogic.io Services, and the interoperation of any Non-Shiftlogic.io Applications with which Customer uses ARMOR or Content,

3. use commercially reasonable efforts to prevent unauthorized access to or use of ARMOR and Content, and notify Shiftlogic.io Limited promptly of any such unauthorized access or use,

4. use ARMOR and Content only in accordance with this Agreement, Documentation, the Acceptable Use and External Facing Services Policy, Order Forms and applicable laws and government regulations, and

5. comply with terms of service of any Non-Shiftlogic.io Applications with which Customer uses ARMOR or Content. Any use of the ARMOR in breach of the foregoing by Customer or Users that in Shiftlogic.io Limited’s judgment threatens the security, integrity or availability of ARMOR, may result in Shiftlogic.io Limited immediate suspension of the ARMOR, however Shiftlogic.io Limited will use commercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to remedy such violation or threat prior to any such suspension.

3.4 Usage Restrictions

The Customer will not:

1. make any ARMOR or Content available to anyone other than Customer or Users, or use any ARMOR or Content for the benefit of anyone other than Customer or its Affiliates, unless expressly stated otherwise in an Order Form or the Documentation,

2. sell, resell, license, sublicense, distribute, rent or lease any ARMOR or Content, or include any ARMOR or Content in a service bureau or outsourcing offering,

3. use a ARMOR or Non-Shiftlogic.io Application 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,

4. use a ARMOR or Non-Shiftlogic.io Application to store or transmit Malicious Code,

5. interfere with or disrupt the integrity or performance of any ARMOR or third-party data contained therein,

6. attempt to gain unauthorized access to any ARMOR or Content or its related systems or networks,

7. permit direct or indirect access to or use of any ARMOR or Content in a way that circumvents a contractual usage limit, or use any ARMOR to access, copy or use any of Shiftlogic.io Limited intellectual property except as permitted under this Agreement, an Order Form, or the Documentation,

8. modify, copy, or create derivative works of a ARMOR or any part, feature, function or user interface thereof,

9. copy Content except as permitted herein or in an Order Form or the Documentation,

10. frame or mirror any part of any ARMOR or Content, other than framing on Customer's own intranets or otherwise for its own internal business purposes or as permitted in the Documentation,

11. except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile a ARMOR or Content or access it to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the ARMOR, (3) copy any ideas, features, functions or graphics of the ARMOR, or (4) determine whether the ARMOR are within the scope of any patent.

3.5 Removal of Content and Non-Shiftlogic.io Applications

If the Customer receives notice, including from Shiftlogic.io Limited that Content or a Non-Shiftlogic.io Application may no longer be used or must be removed, modified and/or disabled to avoid violating applicable law, third-party rights, or the Acceptable Use and External Facing Services Policy, Customer will promptly do so. If Customer does not take required action, including deleting any Content Customer may have downloaded from the ARMOR, in accordance with the above, or if in Shiftlogic.io Limited’s judgment continued violation is likely to reoccur, Shiftlogic.io Limited may disable the applicable Content, ARMOR and/or Non-Shiftlogic.io Application. If requested by Shiftlogic.io Limited , Customer shall confirm deletion and discontinuance of use of such Content and/or Non-Shiftlogic.io Application in writing and Shiftlogic.io Limited shall be authorized to provide a copy of such confirmation to any such third-party claimant or governmental authority, as applicable. In addition, if Shiftlogic.io Limited is required by any third-party rights holder to remove Content, or receives information that Content provided to Customer may violate applicable law or third-party rights, Shiftlogic.io Limited may discontinue Customer’s access to Content through the ARMOR.

4. NON-Shiftlogic.io PRODUCTS AND SERVICES

4.1 Third Party Products and Services Used by the Customer

Shiftlogic.io Limited or third parties may make available (for example, through a Marketplace or otherwise) third-party products or services, including, for example, Non-Shiftlogic.io Applications and implementation and other consulting services. Any acquisition by Customer of such products or services, and any exchange of data between Customer and any Non-Shiftlogic.io provider, product or service is solely between Customer and the applicable Non-Shiftlogic.io provider. Shiftlogic.io Limited does not warrant or support Non-Shiftlogic.io Applications or other Non-Shiftlogic.io products or services, whether or not they are designated by Shiftlogic.io Limited as “certified” or otherwise, unless expressly provided otherwise in an Order Form. Shiftlogic.io Limited is not responsible for any disclosure, modification or deletion of Customer Data resulting from access by such Non-Shiftlogic.io Application or its provider.

4.2 Integration with Non-Shiftlogic.io Applications

The ARMOR may contain features designed to interoperate with Non-Shiftlogic.io Applications. Shiftlogic.io Limited cannot guarantee the continued availability of such ARMOR features, and may cease providing them without entitling Customer to any refund, credit, or other compensation, if for example and without limitation, the provider of a Non-Shiftlogic.io Application ceases to make the Non-Shiftlogic.io Application available for interoperation with the corresponding ARMOR features in a manner acceptable to Shiftlogic.io Limited.

5. FEES AND PAYMENT

5.1 Fees.

The Customer will pay all fees specified in Order Forms. except as otherwise specified herein or in an Order Form,

1. fees are based on ARMOR and Content subscriptions purchased and not actual usage,

2. payment obligations are non- cancelable and fees paid are non-refundable, and

3. quantities purchased cannot be decreased during the relevant subscription term.

5.2 Invoicing and Payment.

Shiftlogic.io Limited shall invoice the Customer subscription fees for the ARMOR as detailed on the Order Form. The Invoice will be issued on execution of the Order Form.

All Invoiced fees are due net 15 (fifteen) days from the invoice date, plus any applicable local Taxes, unless explicitly stated differently on the Order Form.

The Customer is responsible for providing complete and accurate billing and contact information to Shiftlogic.io Limited and notifying Shiftlogic.io Limited of any changes to such information.

5.3 Overdue Charges.

If any invoiced amount is not received by Shiftlogic.io Limited by the due date, then without limiting Shiftlogic.io Limited’s rights or remedies,

1. 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 lower, and/or

2. Shiftlogic.io Limited may condition future subscription renewals and Order Forms on payment terms shorter than those specified in the “Invoicing and Payment” section above.

5.4 Suspension of ARMOR and Acceleration

If any charge owing by Customer under this or any other agreement for ARMOR is 30 days or more overdue, Shiftlogic.io Limited may, without limiting its other rights and remedies, accelerate Customer’s unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend ARMOR until such amounts are paid in full. Shiftlogic.io Limited will give Customer at least 10 days’ prior notice that its account is overdue, in accordance with the “Manner of Giving Notice” section below for billing notices, before suspending services to Customer.

5.5 Payment Disputes

Shiftlogic.io Limited will not exercise its rights under the “Overdue Charges” or “Suspension of ARMOR and Acceleration” section above if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.

6. PROPRIETARY RIGHTS AND LICENSES

6.1 Reservation of Rights

Subject to the limited rights expressly granted hereunder, Shiftlogic.io Limited, reserve all of their right, title and interest in and to the ARMOR and Content, including all of their related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth herein.

6.2 License by Customer to Shiftlogic.io Limited

The Customer grants Shiftlogic.io Limited, and applicable contractors a worldwide, limited-term license to host, copy, use, transmit, and display any Non-Shiftlogic.io Applications and program code created by or for Customer using ARMOR or for use by Customer with the ARMOR, and Customer Data, each as appropriate for Shiftlogic.io Limited to provide and ensure proper operation of the ARMOR and associated systems in accordance with this Agreement. If Customer chooses to use a Non-Shiftlogic.io Application with a ARMOR, Customer grants Shiftlogic.io Limited permission to allow the Non-Shiftlogic.io Application and its provider to access Customer Data and information about Customer’s usage of the Non-Shitlogic.io Application as appropriate for the interoperation of that Non-Shiftlogic.io Application with the ARMOR. Subject to the limited licenses granted herein, Shiftlogic.io Limited acquires no right, title or interest from Customer or its licensors under this Agreement in or to any Customer Data, Non-Shiftlogic.io Application or such program code.

6.3 License by the Customer to use Feedback.

The. Customer grants to Shiftlogic.io Limited 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 Customer or Users relating to the operation of Shiftlogic’s.

7. CONFIDENTIALITY

7.1 Definition of 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. Confidential Information of Customer includes Customer Data; Confidential Information of Shiftloic.io includes the ARMOR and Content, and the terms and conditions of this Agreement and all Order Forms (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;

1. is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party,

2. was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party,

3. is received from a third party without knowledge of any breach of any obligation owed to the Disclosing Party, or

4. was independently developed by the Receiving Party. For the avoidance of doubt, the non-disclosure obligations set forth in this “Confidentiality” section apply to Confidential Information exchanged between the parties in connection with the evaluation of additional ARMOR.

7.2 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:

1. not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and,

2. 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 or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this “Confidentiality” section. Notwithstanding the foregoing, Shiftlogic.io Limited may disclose the terms of this Agreement and any applicable Order Form to a contractor or Non-Shiftlogic.io Application Provider to the extent necessary to perform Shiftlogic’s obligations under this Agreement, under terms of confidentiality materially as protective as set forth herein.

7.3 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.

8. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS

8.1 Representations

Each party represents that it has validly entered into this Agreement and has the legal power to do so.

8.2 Shiftlogic Warranties

Shiftlogic.io Limited warrants that during an applicable subscription term:

1. this Agreement, the Order Forms and the Documentation will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data,

2. Shiftlogic.io Limited will not materially decrease the overall security of the ARMOR,

3. the ARMOR will perform materially in accordance with the applicable Documentation, and,

4. subject to the “Integration with Non-Shiftlogic.io Applications” section above, Shiftlogic.io Limited will not materially decrease the overall functionality of ARMOR.. For any breach of a warranty above, Customer’s exclusive remedies are those described in the “Termination” and “Refund or Payment upon Termination” sections below.

8.3 Disclaimers

Except as expressly provided herein, neither party makes any warranty of any kind, whether express, implied, statutory or otherwise and each party specifically disclaims all implied warranties, including any implied warranty or merchantability, fitness for a particular purpose or non-infringement, to the maximum extent permitted by applicable law. Services provided free of charge content and Beta Services are provided as available exclusive of any warranty whatsoever.

9. MUTUAL INDEMNIFICATION

9.1 Indemnification by Shiftlogic.io Limited

Shiftlogic.io Limited will defend Customer against any claim, demand, suit or proceeding made or brought against Customer by a third party alleging that any Purchased ARMOR infringes or misappropriates such third party’s intellectual property rights (a “Claim Against Customer”), and will indemnify Customer from any damages, attorney fees and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a settlement approved by Shiftlogic.io Limited in writing of, a Claim Against Customer, provided Customer:

1. promptly gives Shiftlogic.io Limited written notice of the Claim Against Customer,

2. gives Shiftlogic.io Limited sole control of the defense and settlement of the Claim Against Customer (except that Shiftlogic.io Limited may not settle any Claim Against Customer unless it unconditionally releases Customer of all liability), and

3. gives Shiftlogic.io Limited all reasonable assistance, at Shiftlogic.io Limited expense.

If Shiftlogic.io Limited receives information about an infringement or misappropriation claim related to a ARMOR, Shiftlogic.io Limited may in its discretion and at no cost to Customer:

1. modify the ARMOR so that they are no longer claimed to infringe or misappropriate, without breaching Shiftlogic.io Limited s warranties under “Shiftlogic Limited Warranties” above,

2. obtain a license for Customer’s continued use of that ARMOR in accordance with this Agreement, or (iii)

3. terminate Customer’s subscriptions for that ARMOR upon 30 days’ written notice and refund Customer any prepaid fees covering the remainder of the term of the terminated subscriptions.

The above defense and indemnification obligations do not apply if:

1. the allegation does not state with specificity that the ARMOR are the basis of the Claim Against Customer;

2. a Claim Against Customer arises from the use or combination of the Shiftlogic Services or any part thereof with software, hardware, data, or processes not provided by Shiftlogic.io Limited, if the ARMOR or use thereof would not infringe without such combination;

3. a Claim Against Customer arises from ARMOR under an Order Form for which there is no charge; or

4. a Claim against Customer arises from Content, a Non-Shiftlogic.io Application or Customer’s breach of this Agreement, the Documentation or applicable Order Forms.

9.2 Indemnification by the Customer

The Customer will defend Shiftlogic.io Limited against any claim, demand, suit or proceeding made or brought against Shiftlogic.io Limited by a third party: (a) alleging that the combination of a Non-Shiftlogic.io Application or configuration provided by Customer and used with the ARMOR, infringes or misappropriates such third party’s intellectual property rights, or (b) arising from (i) Customer’s use of the ARMOR or Content in an unlawful manner or in violation of the Agreement, the Documentation, or Order Form, (ii) any Customer Data or Customer’s use of Customer Data with the ARMOR, or (iii) a Non-Shiftlogic.io Application provided by Customer(each a “Claim Against Shiftlogic.io Limited”), and will indemnify Shiftlogic.io Limited from any damages, attorney fees and costs finally awarded against Shiftlogic.io Limited as a result of, or for any amounts paid by Shiftlogic.io Limited under a settlement approved by Customer in writing of, a Claim Against Shiftlogic.io Limited, provided Shiftlogic.io Limited (A) promptly gives Customer written notice of the Claim Against Shiftlogic.io Limited, (B) gives Customer sole control of the defense and settlement of the Claim Against Shiftlogic.io Limited (except that Customer may not settle any Claim Against Shiftlogic.io Limited unless it unconditionally releases Shiftlogic.io Limited of all liability), and (C) gives Customer all reasonable assistance, at Customer’s expense. The above defense and indemnification obligations do not apply if a Claim Against Shiftlogic.io Limited arises from Shiftlogic’s breach of this Agreement, the Documentation or applicable Order Forms

9.3 Exclusive Remedy

This “Mutual Indemnification” section states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any third-party claim described in this section.

10. LIMITATION OF LIABILITY

10.1 Limitation of Liability

In no event shall the aggregate liability of each party together with all of its Affiliates, its employees, agents, and/or representatives, arising out of or related to this Agreement exceed the total amount paid by Customer and Customers Affiliates hereunder for the ARMOR 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, but will not limit the Customer and Customer Affiliates’ payment obligations in this agreement. For clarity, Shiftlogic.io Limited is not responsible for the behavior, performance, availability, or accuracy of any artificial intelligence models, platform-level services, or infrastructure operated by Salesforce.com, inc.

10.2 Exclusion of Consequential and Related Damages.

In no event will either party or its Affiliates, its employees, agents, and/or representatives have any liability arising out of or related to this Agreement for any lost profits, revenues, goodwill, or indirect, special, incidental, consequential, cover, business interruption, punitive or exemplary damages, whether an action is in contract or tort and regardless of the theory of liability, even if a party or its Affiliates have been advised of the possibility of such damages or if a party’s or its Affiliates’ remedy otherwise fails of its essential purpose. The foregoing disclaimer will not apply to the extent prohibited by law.

11. TERM AND TERMINATION

11.1 Term of Agreement

Term of Agreement. This Agreement commences on the date Customer first accepts it and continues until all subscriptions hereunder have expired or have been terminated.

11.2 Term of Purchased Subscriptions

The term of each subscription shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other written notice (email acceptable) at least 60 days before the end of the relevant subscription term. Except as expressly provided in the applicable Order Form, renewal of promotional or one-time priced subscriptions will be at Shiftlogic.io Limited applicable list price in effect at the time of the applicable renewal. Notwithstanding anything to the contrary, any renewal in which subscription volume or subscription length for any ARMOR has decreased from the prior term will result in re-pricing at renewal without regard to the prior term’s per-unit pricing.

11.4 Termination

A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) 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.

11.5 Refunds or Payment upon Termination

Refund or Payment upon Termination. If this Agreement is terminated by Customer in accordance with the “Termination” section above, Shiftlogic.io Limited will refund Customer any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination. If this Agreement is terminated by Shiftlogic.io Limited in accordance with the “Termination” section above, Customer will pay any unpaid fees covering the remainder of the term of all Order Forms to the extent permitted by applicable law. In no event will termination relieve Customer of its obligation to pay any fees payable to Shiftlogic.io Limited for the period prior to the effective date of termination.

11.6 Surviving Provisions

Surviving Provisions. The sections titled “Free Services,” “Fees and Payment,” “Proprietary Rights and Licenses,” “Confidentiality,” “Disclaimers,” “Mutual Indemnification,” “Limitation of Liability,” “Refund or Payment upon Termination,” “Removal of Content and Non-Shiftlogic.io Applications,” “Surviving Provisions” and “General Provisions” will survive any termination or expiration of this Agreement, and the section titled “Protection of Customer Data” will survive any termination or expiration of this Agreement for so long as Shiftlogic.io Limited retains possession of Customer Data.

12. GENERAL PROVISIONS

12.1 Export Compliance

The ARMOR, Content, other Shiftlogic.io Limited technology, and derivatives thereof may be subject to export laws and regulations of England and Wales and other jurisdictions. Shiftlogic.io Limited and the Customer each represent that it is not named on any England and Wales government denied-party list. You will not permit any User to access or use any Platform Service or Content in an England and Wales embargoed country or region, or in violation of any export law or regulation. NB… We need to review this as SalesForce has US blacklisted countries.

12.2 Anti-Corruption

Anti-Corruption. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.

12.3 Entire Agreement and Order of Precedence

This Agreement is the entire agreement between Shiftlogic.io Limited and Customer regarding Customer’s use of ARMOR and Content and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. The parties agree that any term or condition stated in a Customer purchase order or in any other Customer order documentation (excluding Order Forms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) this Agreement, and (3) 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.

12.4 Relationship of the Parties

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.

12.5 Third-Party Beneficiaries

There are no third-party beneficiaries under this Agreement.

12.6 Waiver

No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.

12.7 Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.

12.8 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, either party may assign this Agreement in its entirety (including all Order Forms), without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. In the event of such a termination, Shiftlogic.io Limited will refund Customer any prepaid fees covering the remainder of the term of all subscriptions for the period after the effective date of such termination. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns

12.9 Language

The parties hereby confirm their express wish that the present Agreement be drawn up in English.

13. Shiftlogic.io Limited CONTRACTING ENTITY, NOTICES, GOVERNING LAW, AND VENUE.

13.1 General

Shiftlogic.io Limited., a company organised and registered under the laws of England and Wales, having its registered office at Office Gold, Building 3 Chiswick Park, 566 Chiswick High Road, London, England,W4 5YA, United Kingdom

13.2 Agreement to Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the Jurisdiction.

The Jurisdiction shall have exclusive jurisdiction to hear any legal proceeding related to this agreement, to the exclusion of all other courts that may also have jurisdiction.

Each party agrees to the applicable governing law above without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts above.