Standard Terms & Conditions

Definitions

1.1 Definitions. Capitalized terms have the meanings given below or where first used.

(a)"Affiliate" means an entity that controls, is controlled by, or is under common control with a party, where "control" means ownership of more than fifty percent (50%) of the voting interests or the power to direct management.

(b)"Customer Data" means electronic data and content that Customer or its users provide to MetroSys or that MetroSys accesses on Customer systems in performing Services.

(c)"Deliverables" means the written reports, configurations, scripts, documentation and other work product that MetroSys expressly identifies as a deliverable in a SOW.

(d)"Manufacturer" means the original equipment manufacturer, publisher, licensor or service provider of any Product, including a cloud or subscription provider.

(e)"Order" means an order form, quote or purchase order accepted by MetroSys for Products.

(f)"Products" means hardware, software, subscriptions, cloud services, support and maintenance and other third-party offerings that MetroSys resells or procures for Customer, and "Manufacturer Terms" means the Manufacturer's license, subscription, warranty, support, acceptable-use and other terms that apply to a Product.

(g)"Services" means the professional, managed, implementation, integration, consulting and support services that MetroSys performs under a SOW.

(h)"SOW" means a statement of work signed by both parties that references this Agreement and describes Services, fees, assumptions and Deliverables.

Agreement Structure

2.1 Agreement Structure; Affiliates. These Standard Terms and Conditions (the "Agreement") set the terms for all Orders and SOWs between MetroSys and Customer that reference them. Each Order and SOW incorporates this Agreement and is a separate contract for the Products or Services it covers. Customer's Affiliates may purchase under this Agreement by signing an Order or SOW (each such Affiliate, together with Customer, a "Customer Party"). Customer will cause each Customer Party to comply with this Agreement and is responsible for its acts and omissions. Only Customer, on behalf of all Customer Parties, may enforce this Agreement, and all claims by every Customer Party are subject to a single set of limitations in Article 10.

2.2 Order of Precedence. If documents conflict, the order of precedence is: (a) the body of this Agreement; (b) the Data Security Addendum (Exhibit A); (c) the SOW or Order; and (d) Manufacturer Terms as to the Product they cover. A SOW or Order may override the body of this Agreement only by identifying the specific section it modifies. Terms in a Customer purchase order, portal, supplier code or click-through are for administrative purposes only and do not modify this Agreement unless signed by an authorized officer of MetroSys.

2.3 Non-Exclusivity. This Agreement is non-exclusive. Customer may contract with others for products and services similar or identical to those MetroSys provides, and MetroSys may provide the same or similar products and services to others. Nothing obligates Customer to purchase any minimum volume.

Products

3.1 Orders; Quotes. Quotes are valid for thirty (30) days unless stated otherwise and are subject to Product availability. An Order is binding only when MetroSys accepts it in writing. Pricing may change before acceptance, and MetroSys may adjust pricing on accepted but unshipped Orders to reflect Manufacturer price increases, tariffs, duties or surcharges, with notice to Customer. If Customer does not accept the adjustment within five (5) business days, either party may cancel the affected line items without liability.

3.2 Manufacturer Terms. MetroSys is a reseller and is not the Manufacturer of the Products. Customer's use of software, subscriptions and cloud services is governed by the Manufacturer Terms, which Customer accepts as an end user. Title to software and subscriptions remains with the licensor. MetroSys will pass through to Customer, to the extent permitted by the Manufacturer, the Manufacturer's warranties, indemnities, support entitlements and remedies, and will reasonably assist Customer in asserting them. Customer will look to the Manufacturer for the performance of the Product and for any claim arising from a Product defect or infringement.

3.3 Delivery; Title; Risk of Loss. Unless the Order states otherwise, delivery of hardware is FOB Origin (shipping point), with shipping charges added to the invoice, and risk of loss passes to Customer on delivery to the carrier. Title to hardware passes to Customer upon payment in full. Until then, Customer grants MetroSys a purchase-money security interest in the hardware and its proceeds to secure payment, and authorizes MetroSys to file financing statements to perfect that interest. MetroSys will release the security interest on payment in full. Delivery dates are estimates. Delivery of software and subscriptions is complete when license keys or access are made available to Customer or its designee.

3.4 Inspection; Returns. Customer will inspect Products within ten (10) days of delivery and notify MetroSys in writing of shipping damage, shortages or dead-on-arrival units. Returns and exchanges are available only as permitted by the Manufacturer's return policy and are subject to Manufacturer restocking fees and a return authorization from MetroSys. Software, subscriptions and licenses that have been downloaded, activated or registered are not returnable, and special-order or configured Products are non-cancellable and non-returnable.

3.5 Manufacturer Authorizations. MetroSys will maintain, during the Term, the Manufacturer certifications and reseller authorizations needed to resell the Products identified in Orders. If MetroSys loses an authorization for a Product it is selling, it will notify Customer promptly and will work with Customer in good faith to transition the Product to another authorized channel. Loss of an authorization is not a breach of this Agreement if it results from the Manufacturer's change in channel policy rather than MetroSys's uncured breach of its reseller agreement.

3.6 Supply; Allocation. Customer acknowledges that Product supply, lead times and pricing are controlled by Manufacturers and distributors. MetroSys is not liable for delay, short shipment, allocation, discontinuation or unavailability of Products, and will use commercially reasonable efforts to source alternatives of equivalent or better specification at Customer's election.

3.7 Product Warranty Disclaimer. METROSYS DOES NOT MANUFACTURE THE PRODUCTS AND PROVIDES THEM "AS IS" EXCEPT FOR THE MANUFACTURER'S WARRANTY PASSED THROUGH TO CUSTOMER. METROSYS DISCLAIMS ALL OTHER WARRANTIES AS TO PRODUCTS, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. Customer will not use Products in high-risk environments (such as life-support, nuclear, aviation or weapons systems) unless the Manufacturer expressly authorizes that use.

3.8 Third-Party Services. Where MetroSys resells maintenance, support, cloud or other services performed by a Manufacturer or other third party, that third party is the service provider, MetroSys acts as reseller or sales agent, and Customer's remedies for performance of those services are against the third party under the Manufacturer Terms.

3.9 Registration; Information Sharing. Customer authorizes MetroSys to share Customer's name, contact information, and Order and license details with Manufacturers and distributors to the extent needed to register deals and licenses, fulfill Orders, provide warranty and support, qualify for Manufacturer programs and rebates, and verify entitlement. MetroSys will share this information subject to Article 7. Customer Data is not shared for these purposes.

3.10 Pricing Transparency. Pricing will be stated in the applicable Order. On reasonable request, MetroSys will provide transaction-level detail sufficient to validate unit pricing, Customer-specific discounts, MetroSys fees if separately charged, and agreed commercial terms. MetroSys is not required to disclose its acquisition cost, margin, general portfolio economics, or economics relating to other customers.

3.11 Customer-Specific Rebates and Special Bids. MetroSys will pass through manufacturer or distributor discounts, rebates, special-bid pricing, promotional credits and other economic benefits expressly designated for Customer or the applicable Customer transaction. General portfolio, volume, growth, marketing-development, back-end or similar incentives earned by MetroSys across its broader business remain MetroSys economics unless expressly designated for Customer or otherwise agreed in writing.

3.12 Competitive Pricing Review. At Customer's reasonable request for a material purchase or renewal, the parties will review market competitiveness in good faith. Comparisons must be bona fide and like-for-like as to Manufacturer, SKU, quantity, term, support, service level, payment terms, delivery and other material conditions. If Customer presents materially better comparable pricing, MetroSys will have a reasonable opportunity to respond. MetroSys is not required to sell below its acquisition cost or match distressed, unauthorized, conditional or non-comparable pricing.

3.13 Renewal Authorization. MetroSys will not initiate or authorize renewal of a subscription, maintenance, support or other recurring Product without Customer's affirmative authorization, unless the applicable Order expressly authorizes auto-renewal. If a Manufacturer imposes an auto-renewal mechanism, MetroSys will disclose it before purchase when known and will use commercially reasonable efforts to follow Customer's timely non-renewal instruction. Customer remains responsible for Manufacturer deadlines disclosed by MetroSys.

3.14 Renewal Visibility. To the extent the information is available from the Manufacturer, MetroSys will provide Customer at least ninety (90) days' advance visibility before a material renewal, including current entitlement or quantity, current term and price, proposed renewal price if available, renewal deadline, known material licensing changes, and usage or consumption information reasonably available to MetroSys. If the Manufacturer supplies the information fewer than ninety (90) days in advance, MetroSys will provide it promptly after receipt.

3.15 License Optimization Support. On request, MetroSys will reasonably assist Customer with license inventories, entitlement records, renewal calendars, consumption visibility and identification of unused, duplicative or potentially consolidatable licenses where the necessary information is available to MetroSys. Customer remains responsible for final licensing, architecture and purchasing decisions, and MetroSys does not warrant that optimization recommendations will produce a particular savings result.

Services

4.1 Statements of Work. MetroSys will perform Services described in each SOW. Each SOW will state the scope, assumptions, Customer responsibilities, Deliverables, schedule, fees and whether the work is time-and-materials, fixed-fee, or a managed-services subscription. Estimates for time-and-materials work are for planning only and are not caps unless the SOW states a not-to-exceed amount.

4.2 Change Orders. Either party may request changes to a SOW. No change is effective until both parties sign a written change order that states any adjustment to scope, schedule and fees. MetroSys is not obligated to begin changed work before a change order is signed. If the parties cannot agree on a requested change within fourteen (14) days of good-faith negotiation, the existing SOW continues unchanged and either party may terminate the affected SOW under Section 12.3.

4.3 Customer Responsibilities. Customer will provide timely decisions, accurate information, qualified personnel, and access to facilities, systems, data, licenses and third-party consents that MetroSys reasonably needs to perform the Services ("Customer Dependencies"). If Customer fails to meet a Customer Dependency, MetroSys is excused from the affected schedule and performance obligations and may adjust fees and schedule through a change order for reasonable resulting costs. Customer is responsible for the accuracy of Customer-provided requirements, for backing up its data and systems before Services begin, and for the decisions it makes based on MetroSys's advice.

4.4 Schedule; Efforts Standard. Dates in a SOW are targets. MetroSys will use commercially reasonable efforts to meet agreed milestones and delivery schedules. Time is not of the essence, and a delay is not a breach unless it results from MetroSys's failure to use commercially reasonable efforts and is not cured within the period in Section 12.2.

4.5 Acceptance. Customer will review each Deliverable and Service milestone within ten (10) business days of delivery and either accept it or give MetroSys written notice identifying how it fails to conform materially to the SOW. MetroSys will correct material non-conformities and resubmit. A Deliverable is deemed accepted on the earlier of written acceptance, the end of the review period without a notice of non-conformity, or production use. Acceptance is not required for time-and-materials and managed Services, which are accepted as performed.

4.6 Services Warranty; Disclaimer. MetroSys represents and warrants that (a) it is competent, experienced and trained to provide the Services; (b) it will use qualified personnel with suitable training, education and skill; (c) it will perform the Services in a professional and workmanlike manner consistent with generally accepted industry standards, and Deliverables will substantially conform to the specifications in the SOW when delivered; (d) it will comply with the laws that apply to its performance of the Services, including applicable data protection and privacy laws; (e) it will promptly notify Customer of any third-party complaint it receives about the Services; and (f) its personnel assigned to the Services are not restricted from performing them by any other contract or understanding. Customer's exclusive remedy, and MetroSys's entire liability, for breach of this warranty is for MetroSys, at its option, to re-perform the non-conforming Services or refund the fees paid for them, provided Customer notifies MetroSys in writing within ninety (90) days after the Services are performed. MetroSys does not warrant that Services will be uninterrupted or error-free, or that they will achieve specific business results. EXCEPT AS EXPRESSLY STATED IN THIS SECTION OR IN A SOW, METROSYS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, AS TO THE SERVICES AND DELIVERABLES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. Claims of infringement are addressed exclusively by Section 9.1.

4.7 Personnel; Subcontractors. MetroSys controls the means and manner of performing the Services and the assignment, supervision and compensation of its personnel, who remain MetroSys's employees or contractors. MetroSys may use subcontractors, including its Affiliates, to perform Services and remains primarily responsible to Customer for their performance as if it were its own. MetroSys will use reasonable efforts to keep key personnel assigned to a SOW but may replace personnel at its discretion. Customer may reasonably request removal of an individual from its account, subject to applicable law.

4.8 Site Rules; Background Checks. While on Customer premises or systems, MetroSys personnel will follow Customer's reasonable written site, safety and security rules provided in advance. In accordance with applicable law, including fair-chance hiring and background-check reporting laws, MetroSys will conduct background checks on personnel assigned to the Services that verify identity and work authorization and review applicable records for the preceding five (5) years, or a shorter period if required by law, and will assign only personnel who have satisfactorily completed that screening under MetroSys's lawful criteria. If Customer requires additional or different screening, the requirement must be stated in the SOW, and MetroSys will take reasonable steps to comply, as permitted by law and at Customer's cost.

4.9 Non-Solicitation; Conversion Fee. During each SOW and for twelve (12) months after it ends, neither party will directly or indirectly solicit for employment or engagement any employee or consultant of the other party who was directly involved in the Services, except through general solicitations not targeted at those persons. If, during that period, Customer or its Affiliates hires or engages, directly or through a third party, any MetroSys employee or contractor who performed Services, Customer will pay MetroSys a conversion fee equal to twenty-five percent (25%) of that individual's first-year annualized compensation, including base pay and target bonus, within thirty (30) days after the individual begins work. The parties agree that this fee is a reasonable estimate of MetroSys's recruiting, training and replacement costs and is not a penalty. Contract, contract-to-hire and direct-hire placements are governed by the MetroSys Staffing Agreement, whose placement and conversion fees control for those placements.

4.10 Mandatory Backups. Customer is responsible for its own configuration and data backups, and for confirming that they are current and recoverable before Services begin and as each SOW requires. MetroSys is not responsible for lost, damaged or corrupted data or configurations resulting from the Services or Deliverables.

Fees, Invoicing and Payment

5.1 Fees. Customer will pay the prices for Products in each Order and the fees for Services in each SOW. Unless a SOW states otherwise, MetroSys will invoice time-and-materials Services monthly in arrears, fixed-fee Services by milestone, and managed or subscription Services in advance.

5.2 Expenses. Customer will reimburse the reasonable and necessary business and travel expenses that MetroSys actually incurs in performing Services, if the SOW provides for them or Customer approves them in advance, provided MetroSys submits supporting documentation within thirty (30) days after the expense is incurred. Travel expenses must be approved in advance by Customer unless the SOW provides otherwise. Customer's written travel policy applies if provided to MetroSys in advance.

5.3 Payment Terms. Customer will pay undisputed invoices within thirty (30) days after the invoice date. Orders and Services are subject to continuing credit approval by MetroSys. Customer may be required to prepay or provide a deposit for non-cancellable or special-order Products and for Orders above a threshold stated in the Order.

5.4 Disputed Amounts. Customer may withhold payment of an invoiced amount only if it disputes the amount in good faith, notifies MetroSys in writing with reasonable detail within fifteen (15) days after the invoice date, and pays the undisputed portion on time. The parties will work promptly to resolve the dispute. Amounts not disputed within the notice period are deemed accepted.

5.5 Late Payment; Suspension. Undisputed amounts not paid when due bear interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law. If an undisputed amount remains unpaid thirty (30) days after MetroSys gives written notice of non-payment, MetroSys may suspend Services and further shipment of Products until payment is received, without liability. Customer will reimburse MetroSys's reasonable costs of collection, including attorneys' fees, for undisputed amounts.

5.6 Taxes. Fees exclude sales, use, value-added, excise, environmental and similar taxes and governmental fees, which Customer will pay except for taxes on MetroSys's net income. Customer will give MetroSys a valid exemption certificate before the transaction if it claims an exemption. If withholding is required by law, Customer will gross up the payment so that MetroSys receives the amount it would have received absent the withholding. MetroSys is responsible for payroll and employment taxes and benefits for its own personnel. If MetroSys engages subcontractors or other personnel to perform Services, their cost is included in the fees and is at no additional charge to Customer unless the SOW provides otherwise.

5.7 Pass-Through Costs. Manufacturer subscription and licensing charges, third-party services and similar pass-through costs are payable by Customer in accordance with the Order, whether or not Customer's use of the Product is later reduced or ends, unless the Manufacturer Terms permit cancellation and the Manufacturer credits MetroSys.

5.8 Transaction-Level Spend Reporting. MetroSys will provide transaction-level spend reporting in a mutually agreed electronic format at least quarterly, and monthly for material programs if reasonably requested. Reporting will include, where applicable and reasonably available to MetroSys, Manufacturer, SKU or part number, description, quantity, unit price, extended price, order date, invoice date, ship date, bill-to and ship-to information, subscription start and end dates, renewal date, support or maintenance dates, purchase order number and invoice number. Reporting does not require disclosure of MetroSys acquisition cost, margin, general portfolio incentives or other customers' information.

Intellectual Property

6.1 MetroSys Background Property. Except for the license in Section 6.3, neither Customer nor any Customer Party obtains any right, title or interest in MetroSys's pre-existing materials, tools, scripts, templates, methodologies, processes, know-how, or in any material created independently of a SOW, or in any improvement to them, whether or not developed in connection with the Services ("MetroSys Materials"). MetroSys retains all right, title and interest in MetroSys Materials. MetroSys Materials contain valuable trade secrets of MetroSys and are MetroSys's Confidential Information. Except for Customer-Specific Deliverables, no Deliverable is a "work made for hire" as defined in Section 101 of Title 17 of the United States Code.

6.2 Customer-Specific Deliverables. Subject to payment in full and to MetroSys's retained rights, Customer will own the Deliverables that MetroSys creates specifically and uniquely for Customer under a SOW and identifies as customer-owned ("Customer-Specific Deliverables"), excluding MetroSys Materials and third-party materials embedded in them. Effective on payment in full, MetroSys assigns to Customer its right, title and interest in the Customer-Specific Deliverables, and on Customer's request and at Customer's expense will sign the documents reasonably necessary to perfect Customer's rights. Except for Customer-Specific Deliverables, MetroSys reserves all right, title and interest in the Deliverables and the intellectual property embodied in them.

6.3 License to Deliverables. For each Deliverable that is paid in full, MetroSys grants Customer Parties a non-exclusive, non-transferable (except to a successor to the business), perpetual license to use the Deliverable and any MetroSys Materials incorporated in it, in object code or executable form only, solely for internal business purposes consistent with the SOW under which it was provided and any limits stated in the SOW. Customer may not use or exploit MetroSys Materials separately from the Deliverables in which they are incorporated.

6.4 Residual Knowledge. Nothing restricts MetroSys from using the general skills, know-how, ideas, concepts and experience it develops or retains in performing the Services, provided it does not disclose Customer Confidential Information.

6.5 Customer Materials. Customer retains all rights in Customer Data and Customer-provided materials, and grants MetroSys a limited license to use them solely to perform the Services and fulfill Orders. Customer represents that it has the rights necessary to provide them.

Confidentiality

7.1 Definition. "Confidential Information" means non-public proprietary information and trade secrets of a party (the "Discloser") that are disclosed directly or indirectly to the other party (the "Recipient") in writing, orally or by inspection, and that are designated "Confidential," "Proprietary" or similarly or, if disclosed orally, are identified as confidential at the time of disclosure, or that a reasonable person would recognize as confidential from their nature and the circumstances of disclosure. It includes: (a) business information, such as marketing strategies, plans, financial information, projections, pricing, customer information and performance results; (b) technical information, such as inventions, processes, methods, technology, source and object code, specifications, designs, tools, data, know-how and works in progress; (c) the contents of each SOW and Order, including terms, methodology and pricing; (d) security details; and (e) in the case of Customer, Customer Data. Confidential Information does not include information that (i) the Recipient knew before receiving it from the Discloser; (ii) the Recipient rightfully receives from a third party not known by the Recipient to be under a duty of confidentiality to the Discloser; (iii) is or becomes generally known to the public through no breach of this Agreement by the Recipient; or (iv) the Recipient independently develops without using the Discloser's Confidential Information.

7.2 Obligations. The Recipient will use the Discloser's Confidential Information only to perform or receive benefits under this Agreement, protect it with the same care it uses for its own non-public proprietary information and never less than reasonable care, and disclose it only to its and its Affiliates' employees, subcontractors and professional advisors who need to know it for those purposes and who are bound by written agreements (or, for professional advisors, professional duties) at least as protective as this Article. The Recipient remains responsible for their compliance. The Recipient will promptly notify the Discloser of any loss or unauthorized disclosure of the Discloser's Confidential Information of which it becomes aware.

7.3 Compelled Disclosure. If the Recipient is required by law, or by a judicial, administrative or governmental order, to disclose Confidential Information, it will disclose only the portion that is legally required and, where legally permitted, will give the Discloser timely notice so that the Discloser may intervene. If timely notice cannot be given, the Recipient will seek a protective order or equivalent protection for the information.

7.4 Duration; Return. These obligations continue for five (5) years after the end of the Term, and for as long as the information remains a trade secret under applicable law. On the Discloser's written request, and in any event when the Recipient no longer needs the Confidential Information, the Recipient will promptly return or destroy it, including copies and electronic copies on computer systems and storage media, and will certify the destruction in writing on request. The Recipient may retain copies that law or its records policies require it to keep, and copies in routine backups, which remain subject to this Article.

7.5 Equitable Relief. Each party acknowledges that its obligations under this Article are necessary and reasonable to protect the other party and its business, that a breach or threatened breach may cause irreparable injury to the Discloser, and that money damages would not be an adequate remedy. The Discloser is therefore entitled to injunctive relief in addition to, and not in place of, any other remedy available at law or in equity.

7.6 No Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS." Neither party makes any warranty about the accuracy or completeness of Confidential Information it discloses, except as stated elsewhere in this Agreement.

7.7 No License. Disclosure of Confidential Information does not grant the Recipient a license under any patent, copyright, trade secret or other intellectual property right, any right of ownership in the information, or any right to manufacture or sell any product.

7.8 Relationship to Other Confidentiality Agreements. This Article applies in addition to, and does not limit, any separate non-disclosure agreement between the parties. Information disclosed under that agreement before the applicable Order or SOW remains protected under it. For information disclosed in connection with an Order or SOW, this Article controls if the agreements conflict.

Data Protection and Security

8.1 Security Program. MetroSys will maintain administrative, technical and physical safeguards for Customer Data in its possession that are appropriate to the nature of the Services and substantially in accordance with Exhibit A (Data Security Addendum).

8.2 Personal and Regulated Data. MetroSys will process personal data only on Customer's documented instructions and in accordance with applicable data protection law and, where required, a data processing agreement signed by the parties. Unless a SOW expressly states otherwise, Customer will not provide MetroSys access to protected health information, payment card data, export-controlled technical data, or other specially regulated data, and MetroSys is not responsible for compliance obligations that apply only to that data.

8.3 Security Incidents. MetroSys will notify Customer without undue delay and in any event within seventy-two (72) hours after confirming a security incident that results in unauthorized access to or disclosure of Customer Data in MetroSys's possession, and will take reasonable steps to investigate, contain and remediate it and to cooperate with Customer's reasonable requests. Notice of an incident is not an admission of fault.

8.4 Customer Responsibilities. Customer is responsible for the security of its own systems and networks, for the credentials it issues, for the classification and minimization of data it makes available to MetroSys, and for maintaining current, tested backups. MetroSys is not responsible for loss of data or for system downtime that results from Customer's failure to maintain backups or from conditions in Customer systems that existed before the Services.

8.5 Audit. No more than once per twelve (12) months, and upon at least thirty (30) days' notice, Customer may request MetroSys's then-current third-party security assessment or completed standard security questionnaire. On-site audits are available only if required by law or following a confirmed security incident, during business hours, subject to MetroSys's confidentiality and security policies, and at Customer's cost.

8.6 California Privacy. To the extent MetroSys processes personal information for Customer that is subject to the California Consumer Privacy Act, as amended (the "CCPA"), MetroSys acts as a service provider or contractor under the CCPA and will: (a) process it only for the limited and specified business purpose of performing the Services and fulfilling the Orders described in this Agreement and the applicable SOW or Order; (b) not sell or share it, as those terms are defined in the CCPA; (c) not retain, use or disclose it for any purpose other than those business purposes, or outside the direct business relationship between the parties, except as the CCPA permits; (d) not combine it with personal information received from others or collected from MetroSys's own interactions with consumers, except as the CCPA permits; (e) comply with the CCPA and provide the same level of privacy protection the CCPA requires; (f) notify Customer if it determines that it can no longer meet these obligations; (g) permit Customer, on reasonable notice, to take reasonable and appropriate steps to confirm that the personal information is used consistently with Customer's CCPA obligations and to stop and remediate any unauthorized use; and (h) require any subcontractor that processes the personal information to agree in writing to these obligations.

8.7 AI Tools. MetroSys may use artificial intelligence and automation tools in performing the Services, such as to prepare documentation, analyze configurations and draft scripts, provided that (a) MetroSys uses only tools provided under business terms that prohibit the provider from using Customer Data or Customer's Confidential Information to train or improve its models and that protect that information at least as stringently as this Agreement; (b) MetroSys does not input specially regulated data described in Section 8.2 into those tools; and (c) qualified MetroSys personnel review AI-assisted work product, and MetroSys remains responsible for the Services and Deliverables as if prepared without those tools. Customer may restrict or prohibit the use of AI tools with Customer Data by stating so in a SOW.

Indemnification

9.1 By MetroSys. MetroSys will defend Customer and its officers, directors and employees ("Customer Indemnitees") against a third-party claim to the extent it alleges that a Deliverable, as delivered by MetroSys and used in accordance with the SOW, infringes that third party's United States patent, copyright or trademark or misappropriates its trade secret, or that arises from bodily injury, death or tangible property damage caused by the negligence or willful misconduct of MetroSys or its personnel while performing Services, or that is brought by MetroSys's own personnel against a Customer Indemnitee and relates to their employment or engagement by MetroSys (including compensation, benefits, withholding and taxes), and will pay damages and costs finally awarded or agreed in settlement. MetroSys has no obligation to the extent a claim arises from (a) Products, which are covered only by the Manufacturer's indemnity passed through under Section 3.2; (b) Customer materials, specifications or instructions; (c) modification of a Deliverable other than by MetroSys; (d) combination with items not provided by MetroSys; or (e) use in breach of this Agreement. If a Deliverable is or is likely to become subject to an infringement claim, MetroSys may procure the right to continue its use, modify it to be non-infringing, or replace it, or, if none is commercially reasonable, take it back and refund the fees paid for it. This Section states MetroSys's entire liability for infringement claims.

9.2 By Customer. Customer will defend MetroSys, its Affiliates and their officers, directors, employees and subcontractors ("MetroSys Indemnitees") against a third-party claim to the extent it arises from (a) Customer Data or Customer-provided materials, specifications or instructions, including any alleged infringement or violation of law; (b) Customer's use of a Product or Deliverable in breach of this Agreement or the Manufacturer Terms or in a high-risk environment; (c) Customer's failure to obtain the third-party consents that are Customer Dependencies (Section 4.3); (d) bodily injury or tangible property damage caused by Customer's negligence or willful misconduct; or (e) Customer's violation of law, and will pay damages and costs finally awarded or agreed in settlement.

9.3 Procedure. The indemnified party will give prompt written notice of the claim (delay relieves the indemnitor only to the extent it is prejudiced), allow the indemnitor to control the defense and settlement with counsel of its choice, and provide reasonable cooperation at the indemnitor's expense. The indemnitor will not settle a claim in a way that imposes non-monetary obligations or an admission of fault on the indemnified party without its consent, not to be unreasonably withheld. The indemnitor will not, without the indemnified party's written approval, make an admission of fact on its behalf that exposes it to punitive damages or to claims the indemnity does not cover. The indemnified party may participate with its own counsel at its own expense.

Limitation of Liability

10.1 Exclusion of Consequential Damages. EXCEPT FOR THE EXCLUDED CLAIMS IN SECTION 10.4, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR LOST PROFITS, REVENUE, BUSINESS OR GOODWILL, LOSS OF DATA OR USE, COSTS OF REPLACEMENT SERVICES OR PRODUCTS, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR RELATING TO THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF THEM.

10.2 General Cap. EXCEPT FOR THE EXCLUDED CLAIMS IN SECTION 10.4 AND THE SUPER CAP IN SECTION 10.3, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, FOR ALL CLAIMS BY ALL CUSTOMER PARTIES AND METROSYS INDEMNITEES, WILL NOT EXCEED THE FEES PAID AND PAYABLE TO METROSYS UNDER THE SOW OR ORDER GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. For Products, MetroSys's liability is limited further to the amount Customer paid MetroSys for the specific Product giving rise to the claim.

10.3 Super Cap. EACH PARTY'S TOTAL AGGREGATE LIABILITY FOR (A) BREACH OF ARTICLE 7 (CONFIDENTIALITY) AND (B) A SECURITY INCIDENT CAUSED BY MATERIAL BREACH OF ARTICLE 8, AND ANY INDEMNIFICATION OBLIGATION UNDER SECTION 9.1 FOR INFRINGEMENT, WILL NOT EXCEED TWO TIMES (2X) THE AMOUNT DETERMINED UNDER SECTION 10.2 (THE "SUPER CAP"). The Super Cap is the maximum liability for the claims described in this Section and replaces, rather than adds to, the General Cap for those claims. The General Cap continues to apply to all other claims.

10.4 Excluded Claims. The limitations in Sections 10.1 through 10.3 do not apply to: (a) a party's fraud, gross negligence or willful misconduct; (b) a party's indemnification obligation for bodily injury, death or tangible property damage under Article 9; (c) Customer's obligation to pay fees and other amounts due under Article 5; (d) Customer's infringement or misappropriation of MetroSys's intellectual property rights; and (e) liability that cannot be limited by applicable law.

10.5 Basis of the Bargain; Time Limit. The parties acknowledge that the fees reflect this allocation of risk and that each party would not enter into this Agreement without these limitations. The limitations apply regardless of the form of action and even if a remedy fails of its essential purpose. No action arising out of this Agreement may be brought more than one (1) year after the cause of action accrues, except an action to collect amounts due.

Insurance

11.1 Coverage. While any SOW is in effect, MetroSys will maintain, with reputable carriers authorized to do business in the states where Services are performed:

(a)commercial general liability insurance of at least $1,000,000 each occurrence, $2,000,000 general aggregate, and $2,000,000 products and completed operations;

(b)workers' compensation insurance as required by the laws of the states where Services are performed;

(c)employer's liability insurance of at least $1,000,000;

(d)umbrella or excess liability insurance of at least $3,000,000 each occurrence and aggregate;

(e)hired and non-owned automobile liability insurance of at least $1,000,000 combined single limit;

(f)professional liability (errors and omissions) insurance of at least $2,000,000 per claim and annual aggregate; and

(g)cyber and privacy liability insurance of at least $2,000,000 per claim, for network breach and notification expense. Professional and cyber liability coverage may be provided under a combined policy.

11.2 Certificates; Notice; Limits. Before Services begin, and on request afterward, MetroSys will give Customer a certificate of insurance. Where a SOW requires it and the policy permits, MetroSys will name Customer as an additional insured on its commercial general liability policy, which will be primary and non-contributory to insurance Customer maintains for the liability MetroSys assumes under this Agreement. MetroSys will give Customer at least thirty (30) days' written notice of cancellation, non-renewal or materially adverse change in these policies (ten (10) days for non-payment). Limits may be satisfied by any combination of primary and umbrella or excess coverage. Higher limits requested by Customer for a particular project are subject to agreement in the SOW, including reimbursement of MetroSys's added premium.

Term and Termination

12.1 Term. This Agreement applies to each Order and SOW that references it, from the date the Order is accepted or the SOW is signed until all obligations under that Order or SOW are complete (the "Term"). MetroSys may publish later versions of these Terms at a new version-specific web address; a later version applies only to Orders and SOWs that reference it, and each Order and SOW remains governed by the version it references.

12.2 Termination for Cause. Either party may terminate an affected SOW or Order by written notice if the other party materially breaches it and does not cure the breach within thirty (30) days (ten (10) days for non-payment) after written notice describing the breach in reasonable detail. Either party may terminate any open SOW or Order immediately on written notice if the other party (a) becomes unable to pay its debts when they become due; (b) becomes subject to a voluntary or involuntary bankruptcy or insolvency proceeding that, if involuntary, is not dismissed within sixty (60) days; (c) is declared insolvent; or (d) makes an assignment for the benefit of creditors.

12.3 Termination for Convenience. Either party may terminate a SOW or part of a SOW for convenience on thirty (30) days' written notice. MetroSys may not terminate a fixed-price SOW for convenience before the project is complete unless the SOW provides otherwise. Instead, MetroSys may terminate a fixed-price SOW before completion only for cause under Section 12.2, to avoid a breach of law or of a Manufacturer's requirement, or if the parties cannot agree on a change order as provided in Section 4.2, in each case on thirty (30) days' written notice.

12.4 Payment on Termination. On any termination or expiration, other than termination by Customer for MetroSys's uncured material breach, Customer will pay MetroSys for (a) all Services performed and Deliverables provided through the effective date of termination; (b) all Products delivered or ordered, and all non-cancellable commitments, subscription terms and third-party costs that MetroSys has incurred or committed to on Customer's behalf; (c) reasonable demobilization and transition costs; and (d) if Customer terminates a SOW for convenience, a wind-down fee equal to two (2) weeks of fees, at the applicable SOW rates, for personnel who were committed to that SOW at the date of the termination notice. If Customer terminates for MetroSys's uncured material breach, MetroSys will refund prepaid fees for Services not performed.

12.5 Effect of Termination; Transition. On termination or expiration, each party will promptly return or destroy the other party's property in its possession, as the owner elects, and the parties will handle Confidential Information as provided in Article 7. On request and at MetroSys's then-current rates, MetroSys will provide reasonable transition assistance for up to ninety (90) days after termination. Termination does not prejudice any other right or remedy available to a party at law, in equity or under this Agreement.

12.6 Survival. Sections 3.2, 3.3, 3.7, 4.6, 4.9, 4.10 and 12.4 and Articles 1, 2, 5, 6, 7, 9, 10, 13 and 14, and any other provisions that by their nature are intended to survive, survive termination or expiration.

General Terms

13.1 Independent Contractors. MetroSys is an independent contractor for all purposes of this Agreement and keeps sole and absolute discretion over the manner and means of carrying out its obligations under each SOW and supervisory authority over its personnel, who are employees, agents or subcontractors of MetroSys and not of Customer. Nothing in this Agreement makes either party an agent, servant, employee, legal representative, partner or joint venturer of the other or of its Affiliates, or creates a fiduciary relationship, and neither party may bind the other. MetroSys is solely responsible for its personnel's compensation, benefits, withholding, workers' compensation, unemployment and disability insurance, and for compliance with the employment, wage-and-hour and tax laws that apply to it as an employer, including the Fair Labor Standards Act, the Federal Insurance Contributions Act, the Federal Unemployment Tax Act, the Internal Revenue Code, and the California Labor Code, Revenue and Taxation Code and Unemployment Insurance Code.

13.2 Force Majeure. Neither party is liable for delay or failure to perform (other than payment obligations) caused by a cause beyond its reasonable control, including fire, explosion, flood, epidemic, unavailability of utilities, components or raw materials, telecommunications failure, labor difficulties, war, riot, terrorism, act of God, export control regulation, laws, judgments or government instructions, cyberattack not resulting from the party's failure to follow its security obligations, and failure or delay of Manufacturers, distributors or carriers, including Product shortage or allocation. Performance is excused, and the time for performance is extended, for the period of the delay. The affected party will give prompt notice and use commercially reasonable efforts to resume performance.

13.3 Compliance with Laws. Each party will comply with the laws that apply to its performance. Customer will not export, re-export, divert or transfer Products or technology in violation of United States export control or sanctions laws, and will not provide them to restricted parties. Neither party will offer or accept any improper payment or thing of value in connection with this Agreement. Customer is responsible for determining whether its use of the Products and Services complies with law and for obtaining any required licenses and consents.

13.4 Supplier Policies. MetroSys will comply with Customer's reasonable written supplier code of conduct and security policies furnished to MetroSys in advance, to the extent they do not conflict with this Agreement and do not impose obligations beyond those the parties have agreed in this Agreement or a SOW. Changes to those policies that increase MetroSys's cost or scope of work are subject to Section 4.2.

13.5 Assignment. Neither party may assign this Agreement without the other's prior written consent, not to be unreasonably withheld, except that either party may assign it without consent to an Affiliate or to a successor to all or substantially all of its relevant business or assets by merger, acquisition or sale, on notice to the other. MetroSys may also assign its right to receive payment. Any other attempted assignment is void.

13.6 No Third-Party Beneficiaries. This Agreement is solely between the parties. Nothing in it gives any Customer Affiliate, end user, Manufacturer or other third party a direct right of action against MetroSys, and all claims arising out of this Agreement may be asserted only by Customer under Section 2.1, subject to Article 10. MetroSys's indemnitees and the Manufacturers are intended beneficiaries of the provisions that expressly protect them.

13.7 Publicity. Neither party may use the other's name, logo or marks, or announce this relationship, without the other's prior written consent, except that MetroSys may identify Customer as a customer in a confidential customer list provided to Manufacturers.

13.8 Notices. Notices must be in writing and are effective on delivery if delivered by personal delivery, nationally recognized overnight courier, or registered or certified mail, with a copy by email, to the addresses stated in the applicable Order or SOW. Notices to MetroSys must be addressed to MetroSys, Inc., Attention: Legal, 9655 Granite Ridge Drive, Suite 200, San Diego, CA 92123. Either party may change its address by notice given under this Section.

13.9 Entire Agreement; Amendment; Waiver. This Agreement, with all Orders, SOWs and Exhibits, is the parties' entire agreement on its subject and supersedes all prior or contemporaneous communications, proposals and agreements. It may be amended for a particular Order or SOW only in a writing signed by authorized representatives of both parties. No course of dealing or usage of trade modifies it. A waiver of a breach of any provision is not a waiver of any later breach of that or any other provision, and no delay or omission in exercising a right operates as a waiver of it.

13.10 Severability; Counterparts; Construction. If a provision is held unenforceable, it will be enforced to the maximum extent permitted and the rest of this Agreement remains in effect. Orders and SOWs may be signed in counterparts and by electronic signature, each of which is an original. The headings are for convenience only, "including" means "including without limitation," and this Agreement will not be construed against either party as drafter.

13.11 Public Sector Customers. If Customer is a federal, state or local government entity or public agency: (a) MetroSys acknowledges that Customer may be subject to public-records laws, and disclosure of MetroSys Confidential Information required by those laws is not a breach of Article 7, provided that Customer gives MetroSys prompt notice, where permitted, so that MetroSys may seek to protect it; (b) Customer may terminate a SOW or Order at the end of a fiscal period if funds for it are not appropriated, on at least thirty (30) days' written notice, and will pay for Products delivered and Services performed through the termination date; (c) any term of this Agreement that Customer is prohibited by law from accepting, including terms on indemnification, arbitration or attorneys' fees, applies only to the extent permitted, and the rest of this Agreement remains in effect; and (d) if any Services are public works subject to prevailing wage requirements, Customer will identify that in the SOW. Unless a SOW states that prevailing wage applies, fees assume it does not, and if prevailing wage is later determined to apply, Customer will pay the resulting increase in wage and compliance costs.

Governing Law, Venue and Dispute Resolution

14.1 Governing Law. This Agreement, and any dispute arising out of or relating to it, is governed by the internal substantive laws of the United States and the State of California, without reference to choice-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

14.2 Escalation. The parties will first try to resolve any dispute by escalating it to their respective executive sponsors, who will meet within fifteen (15) days after written notice of the dispute. If the dispute is not resolved within thirty (30) days after the notice, either party may begin arbitration under Section 14.3.

14.3 Arbitration. Except as provided in Section 14.4, any dispute arising out of or relating to this Agreement or the Products, Services or Deliverables provided under it that is not resolved under Section 14.2 will be resolved by binding arbitration administered by JAMS under its arbitration rules for commercial disputes then in effect, using its streamlined or expedited procedures where they apply, before a single arbitrator experienced in technology services disputes. The arbitration will be held in San Diego, California. Discovery is limited to the exchange of documents each party relies on and up to three (3) depositions per side, unless the arbitrator orders more for good cause. The arbitrator may not award damages that this Agreement excludes or that exceed its limitations of liability. The award is final and binding, and judgment on it may be entered in any court of competent jurisdiction. The proceedings and award are confidential except as needed to enforce the award or as required by law. The Federal Arbitration Act governs this Section.

14.4 Court Actions. Either party may bring the following in court instead of arbitration: (a) an action by MetroSys to collect invoiced amounts, including in small claims court; (b) an action for a temporary restraining order, preliminary injunction or other provisional relief to protect Confidential Information or intellectual property or to enforce Section 4.9; and (c) an action to compel arbitration or enforce an award. The state and federal courts located in San Diego County, California have exclusive jurisdiction and venue for those actions, and each party submits to their personal jurisdiction.

14.5 Attorneys' Fees. The prevailing party in any arbitration or court action arising out of this Agreement is entitled to recover its reasonable attorneys' fees, costs, and its share of arbitration fees, in addition to any other relief.

Data Security Addendum

MetroSys will maintain a written information security program with safeguards that are appropriate to the Services and substantially include the following. This Exhibit describes measures at MetroSys and does not extend to Customer systems.