Terms & Conditions

1.1 "Agreement" means this Master Software as a Service Agreement, together with any and all Order Forms, schedules, addenda, amendments, and exhibits attached hereto or incorporated herein by reference.

1.2 "Change of Control" means any merger, acquisition, consolidation, reorganization, sale of all or substantially all assets, transfer of equity interests constituting a majority of the ownership interests in Client, or any other transaction or series of transactions resulting in a change in the ultimate beneficial ownership or effective control of Client — regardless of how such transaction is structured.

1.3 "Client Data" means all data, content, files, documents, photographs, images, video, audio, forms, records, reports, and other information and materials submitted to, uploaded to, processed by, stored within, or transmitted through the Software by or on behalf of Client or any User, including all metadata associated therewith.

1.4 "Custom Programming" means any development, customization, configuration, integration, or modification services performed by DSS at Client's request that fall outside the scope of the standard Software functionality, as further described in the applicable Order Form or statement of work.

1.5 "Order Form" means a document, whether physical or electronic, referencing this Agreement and setting forth the specific Software modules, services, pricing, fees, payment terms, and any additional terms applicable to Client's subscription.

1.6 "Renewal Term" means each successive twelve (12) month renewal period following the Initial Term, as further described in Section 7.2 hereof.

1.7 "Security Incident" means any actual, confirmed unauthorized access to, acquisition of, disclosure of, or loss of Client Data that is hosted on DSS's production systems, as determined by DSS following its internal investigation.

1.8 "Software" means the proprietary cloud-based software application(s) licensed by DSS to Client under this Agreement, as identified in the applicable Order Form, including all updates, patches, enhancements, and new features made generally available by DSS during the Term — but excluding any Custom Programming, unless such Custom Programming is expressly incorporated into the Software by DSS.

1.9 "Services" means collectively the Software, any Custom Programming, any training, support, maintenance, or professional services provided by DSS under this Agreement or any applicable Order Form.

1.10 "User" means any individual who is authorized by Client to access and use the Software under Client's account, including Client's employees, independent contractors, officers, and agents.

2.1 License Grant.

Subject to Client's timely payment of all fees and continuous compliance with all terms of this Agreement, DSS hereby grants to Client a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Software during the Term, solely for Client's internal business operations and solely in accordance with the terms and conditions of this Agreement and the applicable Order Form. This license does not constitute a sale of, or the granting of any ownership interest in, any DSS intellectual property.

2.2 Scope of Access.

Client's access to the Software is limited to the number of Users, modules, locations, and features specified in the applicable Order Form. Any access or use exceeding the scope specified in the Order Form constitutes a material breach and may result in immediate suspension, additional fees, and/or termination.

2.3 No Offline or Derivative Access.

Client shall not download, cache, or store the Software, or any portion thereof, for offline access unless expressly authorized in writing by DSS. Client shall not create derivative works of the Software.

3.1 Non-Transferable.

The license granted hereunder is personal to Client and is strictly non-transferable. Client may not assign, sublicense, share, or transfer its access to or use of the Software — or any rights under this Agreement — to any third party, including any parent company, subsidiary, affiliate, successor, or related entity, without the prior written consent of DSS, which consent may be withheld in DSS's sole and absolute discretion. Any attempt to transfer without DSS's consent shall be null and void.

3.2 Change of Control — Automatic Termination.

In the event of a Change of Control of Client, this Agreement shall, at DSS's sole discretion, automatically terminate effective upon the date of such Change of Control, unless DSS provides prior written consent to the continuation of the Agreement under the new ownership or control structure. DSS shall have no obligation to consent to such continuation.

3.3 Change of Control — Notice Requirement.

Client shall provide DSS with written notice of any proposed or anticipated Change of Control not less than sixty (60) calendar days prior to the anticipated closing or effective date of such transaction. Such notice shall include a detailed description of the proposed transaction, the identity of the acquiring or successor entity, and such other information as DSS may reasonably request. Failure to provide such notice shall constitute a material breach of this Agreement.

3.4 Change of Control — Fee and License Consequences.

Upon any Change of Control: (a) the license granted under this Agreement shall immediately terminate upon such Change of Control, without any cure period; (b) all prepaid fees for the period following the Change of Control shall be forfeited; and (c) Client shall remain liable for all fees that would have been payable through the end of the then-current Term.

3.5 Interim Period Use Prohibition.

During any period following a Change of Control and prior to execution of a new agreement, neither Client nor any successor, acquirer, or related entity shall access, use, or permit any third party to access or use the Software. Any such access shall constitute a material breach and may give rise to claims for injunctive relief, breach of contract, and infringement of DSS's intellectual property rights.

4.1 Fees Generally.

Client shall pay DSS all fees set forth in the applicable Order Form in accordance with the payment schedule, due dates, and payment methods set forth therein. All fees are quoted and payable in United States Dollars and are non-refundable except as expressly set forth herein. All fees are exclusive of any applicable taxes, levies, duties, or assessments of any kind, including sales tax, use tax, and value-added tax ("Taxes"). Client shall be solely responsible for all Taxes arising from this Agreement and Client's use of the Software and Services, and shall indemnify, defend, and hold harmless DSS from and against any liability therefor.

4.2 Auto-Pay Enrollment; Manual Payment Surcharge.

Client acknowledges that the discounted pricing set forth in the applicable Order Form, including the reduced rate for Custom Programming services, is available exclusively to Clients enrolled in DSS's automatic payment program ("Auto-Pay"). If Client fails to maintain active enrollment in Auto-Pay, declines a scheduled payment, or if any automatic payment is returned or declined for any reason not cured within ten (10) business days of DSS's written notice, Client's pricing shall automatically revert to DSS's standard non-Auto-Pay pricing, and DSS may impose a manual processing surcharge of ten percent (10%) on all outstanding and future invoices until Auto-Pay is reinstated.

4.3 Late Payment; Interest; Suspension.

All amounts not paid when due shall bear interest from the due date until paid in full at the rate of two percent (2%) per month (twenty-four percent (24%) per annum), or the maximum rate permitted by applicable law if lower, compounded monthly. Without limiting any other right or remedy: (a) if any payment is not received within thirty (30) calendar days of the due date, DSS may suspend Client's access to the Software without further notice; and (b) if any payment is not received within sixty (60) calendar days of the due date, DSS may refer the matter to a collection agency or initiate legal proceedings, and Client shall be liable for all costs of collection, including reasonable attorneys' fees, court costs, and expert witness fees.

4.4 Setup Fees; Non-Refundability.

All setup fees, implementation fees, and onboarding fees are non-refundable once DSS has commenced work on the applicable implementation or onboarding activities, regardless of whether such activities have been completed, whether Client has commenced use of the Software, or the reason for any termination. Commencement of work by DSS constitutes conclusive evidence that such costs have been incurred.

4.5 Fee Adjustments.

DSS may adjust fees from time to time upon written notice to Client, including annual adjustments of the greater of three percent (3%) or the percentage increase in the Consumer Price Index for All Urban Consumers (CPI-U) as published by the United States Bureau of Labor Statistics for the preceding twelve (12) month period. Client's continued use of the Software following the effective date of any such adjustment shall constitute Client's acceptance of the adjusted fees.

4.6 Limited-Time Offers.

Any limited-time pricing, promotional rates, or discounts made available to Client in connection with the execution of this Agreement shall be valid for a period of fifteen (15) calendar days from the date of this Agreement only. If Client does not execute this Agreement and any applicable Order Form within such fifteen (15) day window, all such limited-time pricing and promotional terms shall be null and void.

4.7 Satisfaction Claims.

Any claim by Client of dissatisfaction with any aspect of the Software or Services must be submitted to DSS in writing within five (5) calendar days of the event giving rise to such claim. Claims not timely submitted shall be deemed waived and shall not constitute a basis for withholding payment, claiming a refund, or asserting any offset against amounts owed to DSS.

5.1 DSS Intellectual Property.

As between DSS and Client, DSS is and shall remain the sole and exclusive owner of all right, title, and interest in and to the Software and Services, including all source code, object code, algorithms, architectures, libraries, modules, databases, data structures, visual interfaces, trademarks, patents, trade secrets, copyrights, methodologies, workflows, training content, compliance checklists, templates, inspection protocols, documentation, and all derivative works, improvements, enhancements, and updates thereto (collectively, "DSS Intellectual Property"), regardless of whether created by DSS alone or in collaboration with Client or any third party, and regardless of any input, suggestion, or direction provided by Client. Nothing in this Agreement transfers or conveys to Client any ownership interest in any DSS Intellectual Property.

5.2 Use Restrictions.

Client shall not, and shall not permit any User or third party to: (a) copy, modify, adapt, translate, or create derivative works of the Software; (b) reverse engineer, disassemble, decompile, decode, or attempt to derive or access the source code, algorithms, or architecture of the Software; (c) sublicense, sell, resell, transfer, assign, distribute, rent, lease, or otherwise provide access to the Software to any third party; (d) remove, alter, or circumvent any proprietary notices, labels, marks, or restrictive legends on the Software or any DSS documentation; (e) use the Software to develop a competing product or service or to train or assist in the development of any competing software; (f) share or disclose to any third party any documentation, training content, compliance workflows, or interface designs provided by DSS; or (g) use the Software in any manner not expressly authorized by this Agreement.

5.3 Client Data License Grant to DSS.

Client hereby grants to DSS a perpetual, irrevocable, royalty-free, fully paid-up, worldwide, sublicensable license to access, use, reproduce, process, analyze, modify, and create derivative works of Client Data in anonymized and aggregated form — without any personally identifiable or Client-identifiable information — for the purposes of: (a) operating, maintaining, improving, and optimizing the Software and Services; (b) developing new features, modules, and products; (c) machine learning, artificial intelligence development, and algorithm training; (d) benchmarking, industry analytics, and market research; and (e) any other purpose related to DSS's business operations, provided such use does not identify Client or Client's customers. DSS's right to use anonymized and aggregated data survives termination or expiration of this Agreement.

5.4 Feedback.

If Client or any of its Users provide DSS with any suggestions, comments, ideas, recommendations, feedback, or other input regarding the Software or Services (collectively, "Feedback"), Client hereby irrevocably assigns to DSS all right, title, and interest in and to such Feedback, including all intellectual property rights therein. DSS may use and exploit such Feedback for any purpose without any obligation, compensation, or attribution to Client.

5.5 Forms, Templates, and Compliance Workflows.

All forms, templates, checklists, compliance workflows, inspection protocols, reporting frameworks, and related materials created by, within, or through the Software, regardless of whether customized by Client, shall remain the exclusive intellectual property of DSS. Client's use of such materials is licensed exclusively during the Term and solely for Client's internal business operations. Upon expiration or termination of this Agreement, Client shall immediately cease all use of such materials, shall not retain any copies in any format, and shall certify in writing, upon DSS's request, that all such materials have been destroyed or deleted.

6.1 Ownership of Client Data.

As between DSS and Client, Client retains all right, title, and interest in and to Client Data, subject to the license granted to DSS in Section 5.3 hereof. Client represents and warrants that: (a) it has all rights, licenses, consents, and permissions necessary to submit Client Data to the Software and to grant DSS the license set forth in Section 5.3; (b) Client Data does not and will not infringe, misappropriate, or violate the intellectual property rights, privacy rights, or other rights of any third party; and (c) Client's collection, use, and submission of Client Data to the Software complies with all applicable laws, regulations, and standards.

6.2 Data Export During Term.

During the Term, Client may export Client Data using the standard data export functionality available within the Software. DSS makes no representation or warranty regarding the format, completeness, or interoperability of exported data with any other software system or application.

6.3 Post-Termination Data Retention; Export Request.

Following the expiration or termination of this Agreement, DSS shall retain Client Data for a period of ninety (90) calendar days (the "Retention Period"); provided that if this Agreement is terminated due to Client's non-payment, the Retention Period shall be sixty (60) calendar days. During the Retention Period, Client may submit one (1) written request for a data export, which DSS shall use commercially reasonable efforts to fulfill within ten (10) business days. Additional export requests during the Retention Period may be subject to a reasonable administrative fee at DSS's discretion.

6.4 Permanent Deletion.

Upon expiration of the Retention Period, DSS may permanently delete all Client Data from its systems and backups without further notice and without any liability to Client. Once deletion occurs, Client Data cannot be recovered. If DSS elects to delete Client Data prior to expiration of the Retention Period, DSS shall provide Client with not less than thirty (30) days' prior written notice.

6.5 Security Safeguards.

DSS shall implement commercially reasonable administrative, technical, and physical safeguards designed to protect Client Data against unauthorized access, disclosure, alteration, or destruction. "Commercially reasonable" as used in this Section 6.5 reflects an objective reasonableness standard applied to SaaS providers of similar size and resources to DSS, and does not imply any particular level of security or guarantee of security. Client is solely responsible for implementing appropriate security measures on its own systems, networks, and devices, including maintaining secure access credentials, implementing endpoint security controls, and ensuring that only authorized Users access the Software.

7.1 Initial Term.

This Agreement shall commence on the Effective Date and shall continue in full force and effect for an initial period of twelve (12) consecutive calendar months (the "Initial Term"), unless sooner terminated in accordance with the provisions of this Section 7.

7.2 Automatic Renewal.

Upon expiration of the Initial Term, and upon expiration of each Renewal Term thereafter, this Agreement shall automatically renew for successive Renewal Terms of twelve (12) months each, without any action required by either Party, unless and until either Party provides the other Party with written notice of its intent not to renew, which notice must be received by the other Party not less than sixty (60) calendar days prior to the expiration of the then-current Term. Notice of non-renewal that is sent but not actually received within such sixty (60) day window shall be deemed ineffective, and this Agreement shall renew for an additional Renewal Term.

7.3 Termination for Cause.

Either Party may terminate this Agreement upon written notice in the event of a material breach by the other Party, subject to the following asymmetric cure periods: (a) If Client alleges DSS has committed a material breach, DSS shall have sixty (60) calendar days following receipt of written notice specifying the nature of the alleged breach in reasonable detail to cure such breach (the "DSS Cure Period"). If DSS fails to cure within the DSS Cure Period, Client may terminate upon written notice; provided, however, that such termination shall remain subject to the early termination fee provisions of Section 7.5, unless Client obtains a final judicial determination that DSS's breach was willful and material. (b) If DSS determines Client has committed a material breach, Client shall have fifteen (15) calendar days following receipt of written notice specifying the nature of the breach (the "Client Cure Period") to cure such breach to DSS's reasonable satisfaction. If Client fails to cure within the Client Cure Period, DSS may immediately terminate this Agreement and/or suspend Client's access without further notice.

7.4 DSS's Right of Immediate Termination or Suspension.

Without any obligation to provide notice or a cure period, DSS may immediately terminate this Agreement or suspend Client's and all Users' access to the Software upon: (a) Client's failure to pay any amount due hereunder within the applicable payment window; (b) Client's or any User's violation of any provision of the Acceptable Use Policy set forth in Section 18 hereof; (c) any Change of Control of Client, regardless of whether Client provided the required advance notice; (d) Client becoming insolvent, making an assignment for the benefit of creditors, filing or having filed against it a petition in bankruptcy, or having a receiver or trustee appointed for it; (e) Client's use of the Software in a manner that, in DSS's reasonable judgment, poses a threat to the security, integrity, or availability of DSS's systems or the data of other DSS clients; or (f) Client's material misrepresentation in connection with its entry into this Agreement. Any suspension or termination pursuant to this Section 7.4 shall not relieve Client of any obligation to pay fees accrued through the date of such termination or suspension, and Client shall remain obligated to pay all fees due through the end of the then-current Term in accordance with Section 7.5.

7.5 Effect of Early Termination; Early Termination Fee.

In the event this Agreement is terminated prior to expiration of the then-current Term for any reason other than DSS's willful and material breach as determined by a final judicial determination — including termination by Client for convenience, termination by Client for alleged cause, or termination by DSS pursuant to Sections 7.3 or 7.4 — Client shall immediately pay to DSS, as liquidated damages and not as a penalty, a sum equal to all monthly subscription fees that would have been payable for the remainder of the then-current Term, calculated at the fee rate in effect at the time of termination. The Parties acknowledge that actual damages from early termination are difficult to ascertain and that this provision represents a reasonable estimate of DSS's anticipated losses.

7.6 Post-Termination Obligations.

Upon expiration or termination of this Agreement for any reason: (a) all licenses and rights granted to Client shall immediately and automatically terminate; (b) Client shall immediately cease all access to and use of the Software and Services; (c) Client shall immediately return to DSS, or destroy and permanently delete, all DSS materials, documentation, and training content in Client's possession; and (d) all accrued payment obligations and all provisions that by their nature should survive termination shall survive in accordance with Section 21.7 hereof. Client's obligation to pay the early termination fee under Section 7.5 shall survive termination.

8.1 DSS Notification Obligation.

In the event DSS reasonably confirms, following its internal investigation and security assessment processes, that a Security Incident has occurred affecting Client Data, DSS shall notify Client in writing within seventy-two (72) hours after such confirmation. Such notification shall include, to the extent then known: (a) a general description of the Security Incident; (b) the categories and approximate volume of Client Data involved; (c) the steps DSS has taken or is taking to address the Security Incident; and (d) recommended steps Client may take to protect itself. The seventy-two (72) hour period commences upon DSS's reasonable confirmation of the Security Incident, not upon initial suspicion or detection of anomalous activity.

8.2 Client Notification Obligation.

In the event Client discovers or becomes aware of any actual or potential unauthorized access to, use of, or disclosure of Client Data, or any compromise of Client's access credentials to the Software, Client shall notify DSS in writing within forty-eight (48) hours of such discovery, with all information known to Client regarding the nature, scope, and potential impact of the incident.

8.3 Exclusions.

DSS's notification obligations under Section 8.1 shall not apply to any Security Incident caused by, arising from, or attributable to: (a) Client's failure to comply with its obligations under this Agreement, including failure to maintain secure access credentials, implement required updates, or comply with the Acceptable Use Policy; (b) Client's own security practices, systems, networks, or devices; or (c) any vulnerability or weakness in Client's systems or infrastructure.

8.4 No Admission; Limitation of Liability.

DSS's provision of any notification under this Section 8 shall not constitute an admission by DSS of any fault, liability, negligence, or wrongdoing. DSS's total aggregate liability to Client arising out of or related to any Security Incident shall be subject to and governed by the Limitation of Liability provisions set forth in Section 13 of this Agreement.

9.1 Privacy Policy.

DSS's collection, use, and processing of personal information in connection with the Software and Services is governed by DSS's Privacy Policy, as may be updated from time to time and made available to Client via the Software or DSS's website. Client acknowledges that it has reviewed and agrees to DSS's Privacy Policy.

9.2 Compliance with Data Protection Laws.

Client is solely responsible for ensuring that its collection, use, submission, and processing of Client Data — including any personal information of Client's customers, employees, or other individuals — complies with all applicable data protection and privacy laws, regulations, and standards, including without limitation the California Consumer Privacy Act (CCPA), and applicable state data breach notification laws. Client shall not submit to the Software any data or information that would cause DSS to become a "covered entity," "business associate," or equivalent under any applicable data protection law, without DSS's prior written consent.

9.3 Subprocessors.

Client acknowledges that DSS may engage third-party subprocessors, service providers, hosting providers, and infrastructure vendors in connection with the operation of the Software and Services, and that Client Data may be processed by such subprocessors. DSS shall implement contractual safeguards with any such subprocessors consistent with DSS's obligations under this Agreement.

10.1 System Requirements.

Client is solely responsible for obtaining, maintaining, and operating, at Client's own expense, all hardware, software, operating systems, browsers, network connections, mobile devices, and other technology and equipment required to access and use the Software ("Client Systems"). DSS makes no representation or warranty that the Software will be compatible with any particular hardware, software, operating system, or network environment.

10.2 Access Credentials.

Client is solely responsible for maintaining the confidentiality and security of all usernames, passwords, API keys, and other access credentials assigned to or created by Client and its Users. Client shall promptly notify DSS of any actual or suspected unauthorized use of Client's account or any other breach of security. DSS shall not be liable for any loss or damage arising from Client's failure to maintain the confidentiality of access credentials or from any unauthorized use of Client's account.

10.3 Cooperation.

Client shall provide DSS with reasonable access, information, and cooperation as necessary to facilitate DSS's provision of the Software and Services, including timely responses to DSS's reasonable requests for information or approvals, and shall designate a primary contact who shall serve as Client's representative for purposes of this Agreement.

11.1 Software as Documentation and Information Tool.

THE SOFTWARE IS PROVIDED SOLELY AS A TOOL TO ASSIST CLIENT IN THE ORGANIZATION, DOCUMENTATION, AND MANAGEMENT OF INFORMATION RELATED TO CLIENT'S BUSINESS OPERATIONS. THE SOFTWARE IS NOT A SAFETY SYSTEM, SAFETY MANAGEMENT SYSTEM, SAFETY CERTIFICATION PROGRAM, COMPLIANCE MANAGEMENT SYSTEM, OR REGULATORY COMPLIANCE SOLUTION OF ANY KIND. THE SOFTWARE DOES NOT CERTIFY, AND SHALL NOT BE CONSTRUED AS CERTIFYING, THAT ANY INSTALLATION, APPLIANCE, EQUIPMENT, VEHICLE, FACILITY, PROCEDURE, OR PRACTICE OF CLIENT MEETS OR COMPLIES WITH ANY APPLICABLE SAFETY STANDARD, CODE, REGULATION, OR REQUIREMENT. CLIENT ACKNOWLEDGES THAT THE SOFTWARE IS NOT A SUBSTITUTE FOR QUALIFIED PROFESSIONAL JUDGMENT OR REGULATORY COMPLIANCE REVIEW, AND THAT CLIENT REMAINS SOLELY AND EXCLUSIVELY RESPONSIBLE FOR THE SAFETY, COMPLIANCE, AND INTEGRITY OF ALL OF ITS OPERATIONS, FACILITIES, EQUIPMENT, AND PERSONNEL.

11.2 Audit and Reporting Limitations.

ANY AUDIT RECORDS, INSPECTION RECORDS, COMPLIANCE CHECKLISTS, REPORTS, SUMMARIES, DASHBOARDS, ALERTS, OR OTHER OUTPUT GENERATED BY OR THROUGH THE SOFTWARE ("SOFTWARE OUTPUT") ARE PROVIDED FOR INFORMATIONAL AND DOCUMENTATION PURPOSES ONLY AND DO NOT CONSTITUTE AN AUDIT, CERTIFICATION, ACCREDITATION, OR REGULATORY APPROVAL OF ANY KIND. DSS MAKES NO REPRESENTATION OR WARRANTY THAT SOFTWARE OUTPUT IS ACCURATE, COMPLETE, CURRENT, OR SUFFICIENT TO SATISFY ANY REGULATORY REQUIREMENT, AUDIT OBLIGATION, OR LEGAL STANDARD. CLIENT IS SOLELY RESPONSIBLE FOR REVIEWING, VERIFYING, AND SUPPLEMENTING ALL SOFTWARE OUTPUT AND FOR RETAINING QUALIFIED PROFESSIONALS TO CONDUCT ANY REQUIRED AUDITS, INSPECTIONS, OR COMPLIANCE REVIEWS. DSS SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY REGULATORY PENALTY, FINE, ENFORCEMENT ACTION, OR OTHER CONSEQUENCE ARISING FROM OR RELATED TO CLIENT'S RELIANCE ON ANY SOFTWARE OUTPUT.

11.3 Training Disclaimer.

TO THE EXTENT THE SOFTWARE INCLUDES OR MAKES AVAILABLE ANY TRAINING CONTENT, INSTRUCTIONAL MATERIALS, SAFETY VIDEOS, OR EDUCATIONAL MODULES — INCLUDING WITHOUT LIMITATION ANY MATERIALS RELATED TO PROPANE SAFETY, NATURAL GAS SAFETY, FUEL HANDLING, OR SIMILAR TOPICS — SUCH CONTENT IS PROVIDED FOR GENERAL INFORMATIONAL AND EDUCATIONAL PURPOSES ONLY AND IS NOT INTENDED TO CONSTITUTE COMPREHENSIVE SAFETY TRAINING, REGULATORY-REQUIRED TRAINING, PROFESSIONAL CERTIFICATION TRAINING, OR A SUBSTITUTE FOR QUALIFIED IN-PERSON INSTRUCTION BY LICENSED OR CERTIFIED PROFESSIONALS. CLIENT ACKNOWLEDGES THAT ACCESS TO OR COMPLETION OF ANY TRAINING CONTENT THROUGH THE SOFTWARE DOES NOT CERTIFY, QUALIFY, OR AUTHORIZE ANY EMPLOYEE, CONTRACTOR, OR INDIVIDUAL TO PERFORM ANY SPECIFIC TASK, OPERATION, OR PROCEDURE, AND THAT CLIENT IS SOLELY RESPONSIBLE FOR ENSURING THAT ALL OF ITS EMPLOYEES AND CONTRACTORS RECEIVE ALL TRAINING, CERTIFICATION, AND QUALIFICATION REQUIRED BY APPLICABLE LAW, REGULATION, INDUSTRY STANDARD, OR CLIENT'S OWN POLICIES.

11.4 Field Operations.

DSS HAS ABSOLUTELY NO RESPONSIBILITY, LIABILITY, OR OBLIGATION WHATSOEVER WITH RESPECT TO THE FIELD OPERATIONS OF CLIENT OR ANY OF CLIENT'S EMPLOYEES, CONTRACTORS, OR AGENTS, INCLUDING WITHOUT LIMITATION ANY INSTALLATION, DELIVERY, INSPECTION, SERVICE, REPAIR, MAINTENANCE, OR OTHER ACTIVITY INVOLVING PROPANE, NATURAL GAS, FUEL PRODUCTS, TANKS, CYLINDERS, REGULATORS, APPLIANCES, VEHICLES, OR ANY OTHER EQUIPMENT OR PRODUCT. THE SOFTWARE IS A SOFTWARE TOOL ONLY. DSS DOES NOT DIRECT, SUPERVISE, CONTROL, OR OVERSEE ANY OF CLIENT'S FIELD OPERATIONS. FIELD OPERATIONS ARE PERFORMED EXCLUSIVELY BY CLIENT AND ITS PERSONNEL AT CLIENT'S SOLE RISK AND RESPONSIBILITY.

11.5 Regulatory Changes.

DSS MAKES NO REPRESENTATION, WARRANTY, OR COMMITMENT THAT THE SOFTWARE WILL BE UPDATED, MODIFIED, OR ENHANCED TO REFLECT ANY CHANGES IN APPLICABLE LAWS, REGULATIONS, CODES, STANDARDS, OR REQUIREMENTS, INCLUDING WITHOUT LIMITATION NFPA 54, NFPA 58, DEPARTMENT OF TRANSPORTATION (DOT) REGULATIONS, OCCUPATIONAL SAFETY AND HEALTH ADMINISTRATION (OSHA) REGULATIONS, ENVIRONMENTAL PROTECTION AGENCY (EPA) REQUIREMENTS, OR ANY STATE, COUNTY, OR LOCAL SAFETY OR ENVIRONMENTAL REQUIREMENTS. CLIENT IS SOLELY RESPONSIBLE FOR CONTINUOUSLY MONITORING ALL APPLICABLE REGULATORY REQUIREMENTS AND FOR ENSURING THAT ITS OPERATIONS AND PRACTICES COMPLY WITH ALL APPLICABLE REQUIREMENTS AS AMENDED FROM TIME TO TIME, REGARDLESS OF WHETHER THE SOFTWARE REFLECTS OR INCORPORATES SUCH REQUIREMENTS.

12.1 Indemnification by Client.

Client shall defend, indemnify, protect, and hold harmless DSS and each of DSS's officers, directors, shareholders, employees, agents, independent contractors, successors, assigns, licensors, and service providers (collectively, the "DSS Indemnitees") from and against any and all claims, demands, actions, suits, proceedings, investigations, losses, damages, liabilities, judgments, settlements, penalties, fines, assessments, costs, and expenses, including reasonable attorneys' fees, expert witness fees, court costs, and costs of any remediation or corrective action (collectively, "Losses"), arising out of or relating to, directly or indirectly, any of the following:

1. Client's or any User's access to, use of, or misuse of the Software or Services, whether or not such use was authorized;
2. Client's violation of any applicable law, statute, regulation, code, standard, ordinance, or governmental order, including any safety regulation, environmental regulation, consumer protection law, or data protection law;
3. Client's or any User's negligence, gross negligence, willful misconduct, recklessness, or failure to follow DSS's safety guidelines, compliance documentation, or operational recommendations made available through the Software;
4. Any physical incident, bodily injury, death, property damage, environmental damage, regulatory violation, fine, or penalty arising out of or related to Client's field operations, installations, deliveries, inspections, maintenance activities, or business operations, WHETHER OR NOT the Software was used in connection therewith and WHETHER OR NOT DSS had any notice of or involvement in such operations;
5. Client's breach of any representation, warranty, covenant, or obligation under this Agreement, including any breach of the Acceptable Use Policy set forth in Section 18 hereof;
6. Any claim brought against DSS by any current or former employee, independent contractor, officer, director, or agent of Client, or by any customer, vendor, partner, or other third party, arising out of or related to Client's business operations;
7. Any claim that Client Data, or Client's collection, use, submission, processing, or disclosure of Client Data, violates or infringes the intellectual property rights, privacy rights, contractual rights, or other rights of any third party;
8. Client's failure to obtain, maintain, or renew any required insurance coverage as set forth in Section 16 hereof; or
9. Client's failure to provide the advance written notice required under Section 3.4 in connection with a Change of Control event.

12.2 Indemnification by DSS.

Subject to the limitations and conditions set forth in this Section 12, DSS shall defend, indemnify, and hold harmless Client from and against third-party claims brought against Client solely and directly to the extent arising from: (i) DSS's willful misconduct in connection with DSS's performance of its obligations under this Agreement (for the avoidance of doubt, DSS's indemnification obligations under this clause (i) shall not apply to claims arising from DSS's ordinary negligence or gross negligence, but only from willful misconduct requiring evidence of intentional wrongdoing by DSS); or (ii) a final, non-appealable judicial determination that the Software as provided by DSS directly infringes a valid and enforceable United States patent or registered United States copyright, but only if Client was using the Software in strict accordance with the terms of this Agreement, DSS's then-current documentation, and all applicable use restrictions, and was not using the Software in any unauthorized manner at the time of the alleged infringement.

12.3 Exclusions from DSS IP Indemnification.

DSS's indemnification obligations under Section 12.2(ii) shall not apply to any claim arising from: (a) modifications to the Software made by or on behalf of Client or any third party other than DSS; (b) the combination or use of the Software with any hardware, software, data, or service not provided or approved by DSS, where such combination is the proximate cause of the alleged infringement; (c) Client's continued use of the Software after DSS has notified Client of a modification, replacement, or workaround that would avoid the alleged infringement; (d) Client's use of the Software in a manner not authorized by this Agreement; or (e) Client's use of any version of the Software other than the most current version made available by DSS.

12.4 Indemnification Procedure.

The Party seeking indemnification (the "Indemnified Party") shall: (a) provide the indemnifying party (the "Indemnifying Party") with prompt written notice of any claim for which indemnification is sought, with reasonable detail regarding the nature of the claim and the relief sought; (b) grant the Indemnifying Party sole and exclusive control over the defense and settlement of such claim, provided the Indemnifying Party shall not enter into any settlement imposing any obligation, restriction, or liability on the Indemnified Party without the Indemnified Party's prior written consent, which shall not be unreasonably withheld; and (c) provide the Indemnifying Party with all reasonable cooperation and assistance, at the Indemnifying Party's expense. Failure to provide prompt notice shall not relieve the Indemnifying Party of its indemnification obligations except to the extent such failure materially prejudices the Indemnifying Party's ability to defend against the claim.

12.5 DSS's Sole Remedy for IP Claims.

In the event any portion of the Software is, or in DSS's reasonable opinion is likely to be, held to infringe any intellectual property right of a third party, DSS may, at its sole option and expense: (a) modify the Software so that it becomes non-infringing while preserving substantially equivalent functionality; (b) obtain a license for Client's continued use of the infringing component; or (c) terminate this Agreement with respect to the infringing component and refund to Client a pro-rated portion of any prepaid fees attributable to the unused portion of the then-current Term. The foregoing options represent Client's sole and exclusive remedy, and DSS's sole and exclusive obligation, with respect to any claim of intellectual property infringement.

13.1 Warranty Disclaimer.

THE SOFTWARE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DSS HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION: (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; (b) ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR INDUSTRY PRACTICE; (c) ANY WARRANTY THAT THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY DEFECTS WILL BE CORRECTED; (d) ANY WARRANTY REGARDING THE ACCURACY, COMPLETENESS, TIMELINESS, RELIABILITY, OR SUITABILITY OF ANY OUTPUT, DATA, OR INFORMATION GENERATED BY OR THROUGH THE SOFTWARE; AND (e) ANY WARRANTY THAT THE SOFTWARE WILL MEET ANY REGULATORY, SAFETY, OR COMPLIANCE STANDARD OR REQUIREMENT. CLIENT ASSUMES SOLE AND COMPLETE RESPONSIBILITY FOR THE SELECTION, IMPLEMENTATION, USE, AND RESULTS OF THE SOFTWARE AND SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM DSS OR THROUGH THE SOFTWARE, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

13.2 Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (a) IN NO EVENT SHALL DSS OR ANY DSS INDEMNITEE BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY, OR MULTIPLIED DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF GOODWILL, LOSS OF DATA, BUSINESS INTERRUPTION, COST OF SUBSTITUTE GOODS OR SERVICES, OR SIMILAR DAMAGES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR OTHERWISE), EVEN IF DSS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (b) DSS'S TOTAL AGGREGATE LIABILITY TO CLIENT OR ANY THIRD PARTY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR CLIENT'S USE OF THE SOFTWARE OR SERVICES — REGARDLESS OF THE FORM OF ACTION OR THE THEORY OF LIABILITY — SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO DSS UNDER THIS AGREEMENT DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

13.3 Essential Basis of the Bargain.

Client acknowledges and agrees that the limitations of liability and the disclaimers of warranties set forth in this Section 13 reflect a reasonable allocation of risk between the Parties and are a fundamental element of the basis of the bargain between the Parties. DSS would not have entered into this Agreement, nor would the Software and Services be offered at the fees set forth in the applicable Order Form, absent Client's agreement to such limitations.

14.1 Aspirational Uptime.

DSS WILL USE COMMERCIALLY REASONABLE EFFORTS TO MAKE THE SOFTWARE AVAILABLE ON A SUBSTANTIALLY CONTINUOUS BASIS, WITH A TARGET UPTIME OF NINETY-NINE AND ONE-HALF PERCENT (99.5%) MEASURED ON A MONTHLY BASIS, EXCLUDING SCHEDULED MAINTENANCE AND CIRCUMSTANCES BEYOND DSS'S REASONABLE CONTROL. THE FOREGOING TARGET IS ASPIRATIONAL ONLY AND DOES NOT CONSTITUTE A GUARANTEE OF ANY PARTICULAR LEVEL OF AVAILABILITY. DSS MAKES NO WARRANTY, REPRESENTATION, OR COMMITMENT REGARDING UPTIME, AVAILABILITY, PERFORMANCE, OR RESPONSE TIME, AND DSS SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY FAILURE TO ACHIEVE ANY PARTICULAR UPTIME TARGET.

14.2 Scheduled Maintenance.

DSS reserves the right to perform scheduled maintenance on the Software at any time, including during business hours. DSS will use commercially reasonable efforts to provide advance notice of scheduled maintenance that is expected to result in downtime of more than thirty (30) minutes, but DSS shall have no obligation to schedule maintenance during off-peak hours or to provide any particular advance notice period. Scheduled maintenance windows shall not be counted against any uptime target.

14.3 SLA Exclusions.

The uptime target set forth in Section 14.1 shall not apply to, and any downtime resulting from any of the following shall be excluded from availability calculations: (a) scheduled maintenance; (b) Client's acts or omissions, including Client's failure to maintain Client Systems in accordance with DSS's technical requirements; (c) Force Majeure events as described in Section 19 hereof; (d) third-party service failures, including failures of internet service providers, telecommunications carriers, DNS providers, cloud infrastructure providers, or other third-party vendors; (e) denial-of-service attacks, malware, ransomware, hacking, or other security incidents not caused by DSS's gross negligence; or (f) Client's use of the Software in violation of this Agreement or DSS's then-current documentation.

15.1 Definition of Confidential Information.

"Confidential Information" means any non-public information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party") in connection with this Agreement, whether disclosed orally, in writing, electronically, or by any other means, and whether or not labeled or identified as "confidential," including without limitation business plans, financial information, customer information, technical data, trade secrets, product roadmaps, pricing information, marketing strategies, software designs, algorithms, source code, and any other information that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Client acknowledges that the Software, including its features, functionality, user interface, and any related documentation, constitutes Confidential Information of DSS.

15.2 Obligations of Non-Disclosure.

The Receiving Party shall: (a) hold all Confidential Information of the Disclosing Party in strict confidence using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) not use any Confidential Information of the Disclosing Party for any purpose other than performing its obligations or exercising its rights under this Agreement; and (c) not disclose any Confidential Information of the Disclosing Party to any third party without the prior written consent of the Disclosing Party, except to the Receiving Party's employees, officers, directors, contractors, and advisors who have a need to know such information and are bound by confidentiality obligations at least as restrictive as those set forth herein.

15.3 Exceptions.

The obligations of confidentiality set forth in Section 15.2 shall not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party without restriction prior to disclosure by the Disclosing Party; (c) is rightfully received by the Receiving Party from a third party without restriction; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information. The Receiving Party may disclose Confidential Information if required by applicable law, regulation, or court order, provided that the Receiving Party provides the Disclosing Party with prompt prior written notice (to the extent permitted by law) and cooperates with the Disclosing Party in seeking a protective order or other appropriate relief.

15.4 Survival.

The confidentiality obligations set forth in this Section 15 shall survive the expiration or termination of this Agreement for a period of five (5) years; provided, however, that obligations with respect to any trade secrets of DSS shall survive indefinitely.

16.1 Client Insurance Obligations.

Client shall, at its sole cost and expense, obtain and maintain in full force and effect during the Term and for a period of not less than two (2) years following the expiration or termination of this Agreement, at minimum, the following types and amounts of insurance coverage from insurance carriers licensed to do business in the state(s) in which Client operates and rated no less than A- VII by A.M. Best:

• Commercial General Liability insurance with limits of not less than Two Million Dollars ($2,000,000) per occurrence and Five Million Dollars ($5,000,000) in the aggregate, covering bodily injury, property damage, personal injury, and advertising injury;
• Commercial Automobile Liability insurance covering all owned, non-owned, and hired vehicles, with limits of not less than One Million Dollars ($1,000,000) combined single limit per occurrence;
• Workers' Compensation insurance in amounts required by applicable law, and Employer's Liability insurance with limits of not less than Five Hundred Thousand Dollars ($500,000) per occurrence;
• Umbrella or Excess Liability insurance providing coverage in excess of the Commercial General Liability and Commercial Automobile Liability policies, with limits of not less than Five Million Dollars ($5,000,000) per occurrence and in the aggregate; and
• Such additional coverage as may be required by applicable law or as may be reasonably required by DSS from time to time upon written notice to Client.

16.2 Additional Insured; Evidence of Coverage.

All policies required under Section 16.1 shall: (a) name DSS as an additional insured; (b) provide that the coverage afforded to DSS as an additional insured shall be primary and non-contributory with respect to any other insurance or self-insurance maintained by DSS; and (c) provide for at least thirty (30) days' prior written notice to DSS of cancellation, material modification, or non-renewal. Upon execution of this Agreement and thereafter upon DSS's request, Client shall provide DSS with certificates of insurance and, if requested, copies of applicable policy endorsements, evidencing the coverage required under this Section 16.

16.3 No DSS Insurance Obligation.

Notwithstanding anything to the contrary in this Agreement, DSS shall have no obligation to obtain, maintain, or carry any insurance coverage of any kind in connection with this Agreement or Client's use of the Software and Services. Client acknowledges and agrees that the insurance requirements set forth in this Section 16 apply solely to Client.

17.1 Non-Solicitation.

During the Term and for a period of two (2) years following the expiration or termination of this Agreement for any reason, Client shall not, directly or indirectly, solicit, recruit, induce, encourage, or attempt to induce any employee, officer, director, independent contractor, or agent of DSS to terminate his or her relationship with DSS, whether or not such individual is employed or engaged by DSS at the time of such solicitation. General job postings that are not targeted at DSS's employees shall not be deemed to violate this Section 17.1.

17.2 Non-Compete.

During the Term and for a period of two (2) years following the expiration or termination of this Agreement, Client shall not, directly or indirectly, develop, design, market, distribute, license, offer for sale, or assist any third party in the development, design, marketing, distribution, licensing, or sale of any software application, platform, tool, or service that: (a) is substantially similar to, competitive with, or intended as a replacement or substitute for any DSS product or service, including without limitation the Software; or (b) is designed primarily to serve the propane, natural gas, fuel distribution, or related energy industries in the United States or Canada. Client acknowledges that the Software embodies significant proprietary know-how of DSS, that Client's use of the Software provides Client with access to DSS's proprietary methodologies, workflows, and technical approaches, and that the non-compete covenant in this Section 17.2 is reasonable in scope and duration and is necessary to protect DSS's legitimate business interests.

17.3 Remedies.

Client acknowledges that any breach or threatened breach of the covenants set forth in this Section 17 would cause irreparable harm to DSS for which monetary damages would be an inadequate remedy, and that DSS shall be entitled to seek injunctive relief, specific performance, and other equitable remedies in any court of competent jurisdiction without bond, security, or proof of damages, in addition to any other remedies available to DSS under this Agreement or at law. The existence of any claim or cause of action by Client against DSS shall not constitute a defense to DSS's enforcement of the covenants in this Section 17.

18.1 General.

By accessing or using the Software or Services, Client and each User expressly agree to comply with this Acceptable Use Policy ("AUP"). Capitalized terms used but not defined in this Section 18 have the meanings ascribed to them elsewhere in this Agreement.

18.2 Permitted Use.

The Software and Services are licensed exclusively for Client's internal business operations in the propane, natural gas, fuel distribution, and related energy industries within the United States and Canada. Any access or use of the Software for any purpose other than as expressly authorized by this Agreement is strictly prohibited and constitutes a material breach.

18.3 Prohibited Uses.

Client shall not, and shall not permit any User or third party to, use the Software or Services for any of the following purposes:

• Use the Software for any purpose other than Client's own internal business operations, or make the Software available to any third party, including any of Client's customers, vendors, partners, or competitors.
• Attempt to gain unauthorized access to any portion of the Software, DSS's systems or infrastructure, or the accounts or data of any other DSS client.
• Reverse engineer, decompile, disassemble, decode, or otherwise attempt to derive or access the source code, algorithms, or architecture of the Software.
• Upload, transmit, or submit to the Software any content, data, or material that: (a) infringes any intellectual property right of any third party; (b) constitutes or facilitates the violation of any applicable law, regulation, or standard; (c) contains any virus, trojan horse, worm, malware, spyware, or other malicious code; or (d) is unlawful, defamatory, obscene, fraudulent, or otherwise objectionable.
• Use the Software to engage in any fraudulent, deceptive, or illegal activity, including identity fraud, financial fraud, or unauthorized collection of personal information.
• Interfere with, disrupt, degrade, or impair the performance, integrity, or availability of the Software, DSS's systems, or the services or data of any other DSS client.
• Submit automated queries, bots, or similar tools to the Software without DSS's prior written consent.
• Use the Software to transmit unsolicited commercial email, bulk email, or any other form of spam or unauthorized advertising.
• Use the Software or any information, data, content, or materials obtained through the Software to create, compile, develop, market, distribute, or assist in the development of any software application, platform, tool, database, or data set that is competitive with or substantially similar to the Software or any DSS product.
• Use any knowledge, methodologies, workflows, data structures, user interface designs, or technical approaches learned or derived through use of the Software to develop or assist in the development of a competing product or service.
• Use the Software in violation of any applicable law, regulation, code, or standard, including without limitation NFPA 54, NFPA 58, DOT, OSHA, EPA, and applicable state safety and environmental requirements.
• Share, publish, or disclose to any third party any DSS proprietary documentation, training content, compliance workflows, or interface designs.

18.4 Consequences of Violation.

Any violation of this AUP by Client or any User shall constitute a material breach of this Agreement and shall entitle DSS, in its sole discretion, to: (a) immediately suspend Client's and all Users' access to the Software without notice, without cure period, and without any liability to Client; (b) terminate this Agreement pursuant to Section 7.4, subject to Client's obligation to pay all fees through the end of the then-current Term; (c) seek injunctive relief, specific performance, and other equitable remedies without bond or security; and (d) pursue any and all other legal and equitable remedies available to DSS. DSS's election to suspend rather than terminate shall not be deemed a waiver of DSS's right to subsequently terminate.

18.5 Client Responsibility for Users.

Client is solely responsible for the actions, omissions, and compliance of all Users accessing the Software under Client's account. Client shall ensure that all Users are informed of, and comply with, this AUP and all other terms of this Agreement. Any violation of this AUP by a User shall be deemed a violation by Client, and Client shall be liable for all consequences thereof.

18.6 Reporting Violations.

Client shall promptly report to DSS any known or suspected violation of this AUP, any unauthorized access to the Software, or any security incident or anomalous activity in connection with Client's account. Reports should be directed to DSS's designated support contact as provided in the Agreement.

18.7 Updates to AUP.

DSS reserves the right to modify or update this AUP at any time in its sole discretion. Updated versions of the AUP will be made available to Client via the Software or DSS's website. Client's continued use of the Software following any modification of the AUP shall constitute Client's acceptance of the modified AUP.

Neither Party shall be liable to the other for any delay or failure to perform its obligations under this Agreement (other than payment obligations) to the extent such delay or failure is caused by circumstances beyond such Party's reasonable control, including without limitation acts of God, natural disasters, earthquakes, floods, fires, hurricanes, pandemics, epidemics, government orders, wars, terrorism, riots, civil unrest, labor disputes, strikes, or failures of third-party infrastructure, telecommunications, or internet services (collectively, "Force Majeure Events"). The Party claiming a Force Majeure Event shall provide prompt written notice to the other Party and shall use commercially reasonable efforts to overcome or mitigate the impact of such Force Majeure Event. In the event a Force Majeure Event affecting DSS's performance continues for more than thirty (30) consecutive days, either Party may terminate this Agreement upon written notice, and Client shall not be entitled to a refund of any prepaid fees for services rendered prior to such termination.

20.1 Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without giving effect to any choice of law or conflict of law rules, provisions, or principles that would cause the application of the laws of any other jurisdiction.

20.2 Mandatory Arbitration.

ANY DISPUTE, CLAIM, CONTROVERSY, OR ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SOFTWARE, OR THE SERVICES, INCLUDING ANY QUESTION REGARDING THE EXISTENCE, VALIDITY, INTERPRETATION, BREACH, OR TERMINATION OF THIS AGREEMENT — OTHER THAN CLAIMS FOR WHICH DSS SEEKS INJUNCTIVE OR OTHER EQUITABLE RELIEF AS SET FORTH HEREIN — SHALL BE FINALLY RESOLVED BY BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION ("AAA") IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES THEN IN EFFECT, EXCEPT TO THE EXTENT MODIFIED BY THIS AGREEMENT. ARBITRATION SHALL TAKE PLACE IN CHESTER COUNTY, PENNSYLVANIA. THE ARBITRATOR SHALL APPLY PENNSYLVANIA LAW AND SHALL HAVE AUTHORITY TO GRANT ANY REMEDY OR RELIEF THAT A COURT OF COMPETENT JURISDICTION COULD GRANT, EXCEPT AS OTHERWISE LIMITED BY THIS AGREEMENT. THE ARBITRATOR'S DECISION SHALL BE FINAL AND BINDING AND MAY BE ENTERED AS A JUDGMENT IN ANY COURT OF COMPETENT JURISDICTION.

20.3 Jury Trial Waiver.

EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SOFTWARE, OR THE SERVICES, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. THIS JURY TRIAL WAIVER IS INTENDED TO APPLY TO ALL DISPUTES BETWEEN THE PARTIES, INCLUDING THOSE ARISING IN CONTRACT, TORT, OR OTHERWISE.

20.4 Class Action Waiver.

EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO BRING OR PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, CLASS ARBITRATION, MASS ARBITRATION, CONSOLIDATED PROCEEDING, OR REPRESENTATIVE ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SOFTWARE, OR THE SERVICES. ALL CLAIMS AND DISPUTES BETWEEN THE PARTIES MUST BE BROUGHT AND PURSUED ON AN INDIVIDUAL BASIS. THE PARTIES AGREE THAT THERE SHALL BE NO CONSOLIDATION OF INDIVIDUAL ARBITRATIONS, AND THAT NO ARBITRATOR SHALL HAVE AUTHORITY TO HEAR OR RESOLVE MORE THAN ONE INDIVIDUAL'S CLAIM IN A SINGLE PROCEEDING.

20.5 DSS's Right to Seek Equitable Relief.

Notwithstanding the mandatory arbitration provision set forth in Section 20.2, DSS may at any time seek injunctive relief, specific performance, or other equitable remedies in any court of competent jurisdiction having jurisdiction over Client, without any obligation to post bond or other security, to prevent any actual or threatened breach of the provisions of this Agreement relating to intellectual property, confidentiality, non-compete, non-solicitation, or the Acceptable Use Policy. The filing of any such action by DSS shall not constitute a waiver of DSS's right to compel arbitration of the underlying dispute.

20.6 Venue.

For any claims or proceedings not subject to mandatory arbitration under this Agreement, including any actions by DSS for injunctive or equitable relief, the Parties hereby irrevocably consent to exclusive jurisdiction and venue in the Court of Common Pleas of Chester County, Pennsylvania, or, to the extent federal jurisdiction exists, the United States District Court for the Eastern District of Pennsylvania. Each Party irrevocably waives any objection to personal jurisdiction or venue in such courts.

21.1 Entire Agreement.

This Agreement, including all order forms, addenda, and other documents incorporated herein by reference, constitutes the entire agreement between DSS and Client with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, representations, warranties, proposals, quotations, and understandings, whether written or oral, between the Parties with respect to such subject matter.

21.2 Amendments.

This Agreement may not be amended, modified, supplemented, or altered except by a written instrument duly executed by authorized representatives of both Parties. Notwithstanding the foregoing, DSS reserves the right to update or modify the Acceptable Use Policy set forth in Section 18 and the Privacy Policy from time to time in its sole discretion, and such updates shall be effective upon posting or notice to Client.

21.3 Severability.

If any provision of this Agreement is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable, and the remaining provisions of this Agreement shall continue in full force and effect. The Parties agree to negotiate in good faith a replacement provision that, to the greatest extent possible, achieves the original intent and economic effect of the invalid provision.

21.4 No Waiver.

No failure or delay by either Party in exercising any right, power, privilege, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude any other or further exercise thereof. No waiver shall be effective unless made in writing and signed by an authorized representative of the waiving Party.

21.5 Notices.

All notices, requests, demands, consents, approvals, and other communications required or permitted under this Agreement shall be in writing and shall be deemed given when: (a) delivered personally to the recipient; (b) sent by nationally recognized overnight courier with tracking, addressed to the Party at the address set forth on the signature page; (c) sent by certified or registered U.S. mail, return receipt requested, postage prepaid; or (d) sent by email to the primary contact email address on file with DSS, provided that a confirmation copy is simultaneously sent by one of the methods described in clauses (a), (b), or (c). Either Party may change its notice address by written notice in accordance with this Section 21.5.

21.6 Assignment.

DSS may assign, transfer, or delegate this Agreement, or any of its rights, obligations, or interests hereunder, to any person or entity without Client's consent and without any obligation to notify Client. Client may not assign, transfer, or delegate this Agreement, or any of its rights, obligations, or interests hereunder, whether voluntarily, involuntarily, by operation of law, or otherwise, without DSS's prior written consent, which may be withheld in DSS's sole discretion. Any purported assignment by Client without DSS's prior written consent shall be null and void. Any Change of Control of Client shall be deemed an attempted assignment requiring DSS's consent and shall trigger the provisions of Section 3 of this Agreement.

21.7 Survival.

The following provisions shall survive the expiration or termination of this Agreement for any reason, in addition to any other provisions that by their nature or express terms are intended to survive: Section 1 (Definitions), Section 3.5 (Interim Period Use Prohibition), Section 4 (Payment Terms, with respect to all amounts accrued), Section 7.5 (Early Termination Fee), Section 7.6 (Post-Termination Obligations), Section 5 (Intellectual Property), Section 6 (Client Data), Section 11 (Safety and Compliance Disclaimer), Section 12 (Indemnification), Section 13 (Warranty Disclaimer and Limitation of Liability), Section 15 (Confidentiality), Section 17 (Non-Solicitation and Non-Compete), Section 20 (Governing Law and Dispute Resolution), and this Section 21.

21.8 Headings.

Section and subsection headings are included for convenience of reference only and shall not be used in the interpretation or construction of this Agreement.

21.9 Counterparts; Electronic Signatures.

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Electronic signatures, including those transmitted by PDF, DocuSign, or similar electronic signature platforms, shall be deemed original signatures for all purposes and shall be legally binding to the same extent as original ink signatures.

21.10 No Third-Party Beneficiaries.

This Agreement is for the sole and exclusive benefit of DSS and Client and their respective permitted successors and assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, claim, or remedy of any nature whatsoever.

21.11 Independent Contractors.

The Parties are independent contractors. Nothing in this Agreement shall be construed to create any partnership, joint venture, agency, employment, or fiduciary relationship between the Parties. Neither Party shall have the authority to bind, obligate, or otherwise commit the other Party to any obligation, contract, or undertaking.