Master Service Agreement

Version 1.1•Effective: 25 June 2026

This Master Service Agreement (the "MSA") is entered into between the Service Provider White Label Consultancy AS, Fjordalléen 16, 0250 Oslo, Norway or any of its Affiliates, as designated in the applicable Order Form (hereinafter "WLC", "we", "us", or "Service Provider") and Customer as listed on the Order Form. Service Provider provides access to its software-as-a-service platform branded as "Pritect" or "Pritect.ai" (the "Platform"). Service Provider and Customer may also be referred to individually as "Party" or collectively as the "Parties." It is effective as of the date of Customer's acceptance of the Order Form to which this MSA is incorporated by reference.

Capitalized terms used herein will have the definitions designated in the applicable section where they are defined.

1. Definitions

For purposes of this Master Service Agreement ("MSA"), the following capitalized terms shall have the meanings set forth below. Capitalized terms not defined in this Section shall have the meanings assigned to them elsewhere in this MSA or in an applicable Order Form.

1.1"Affiliate" means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with that Party. For purposes of this definition, "control" means the direct or indirect ownership of more than fifty percent (50%) of the voting securities or other ownership interest of an entity, or the power to direct the management and policies of such entity.

1.2"AI-Supported Features" means functionalities within the Platform that use artificial intelligence, machine learning, or similar automated technologies to assist Users, automate workflows, generate suggestions, or otherwise enhance usability and performance of the Platform.

1.3"Confidential Information" has the meaning set forth in Section 9 Confidentiality of this MSA.

1.4"Customer" means the legal entity identified as the customer in the applicable Order Form that subscribes to access and use the Platform. References to Customer include Customer's Affiliates to the extent they are permitted by Customer to use the Platform under this MSA.

1.5"Customer Data" means any data, content, information, records, documents, files, Customer Personal Data, assessments, responses, evidence, configurations, inputs, outputs, or other materials that are submitted, uploaded, generated, stored, or otherwise processed within Customer's Tenant by or on behalf of Customer or its Users through the Platform or the Suites.

1.6"Customer Personal Data" means all Personal Data Processed by Service Provider on behalf of the Customer in connection with the Agreement and the DPA.

1.7"Documentation" means this MSA and all documents incorporated by reference herein, including but not limited to the applicable Order Form, Data Processing Addendum ("DPA"), Implementation Services Terms, Acceptable Use Policy, user guides, help materials, training materials, technical documentation, descriptions of the Platform, Platform Tiers and Suites, and other instructional or explanatory materials made available by Service Provider in connection with the Platform.

1.8"Effective Date" means the effective date of this MSA as specified in the applicable Order Form or, if earlier, the date on which Customer first accepts an Order Form or otherwise accesses the Platform.

1.9"Fees" means all fees payable by Customer under an Order Form, including Platform access fees based on the applicable Platform Tier, Suite subscription fees, and Implementation Services fees, if any.

1.10"Implementation Services" means the onboarding, configuration, setup, training and related services provided by Service Provider to Customer in connection with Customer's access to the Platform, as specified in an applicable Order Form.

1.11"Implementation Services Terms" means the separate terms and conditions governing Implementation Services, which are incorporated into this MSA by reference.

1.12"Malicious Code" means any software, code, file, script, agent, or program designed to harm, disrupt, or gain unauthorized access to systems or data, including viruses, worms, Trojan horses, spyware, or similar harmful components.

1.13"Order Form" means a written or electronic ordering document, order confirmation, subscription order, or similar agreement, including one generated through an online checkout or click-through process, or one confirmed by electronic communication (including email), executed or accepted by the Parties that specifies the Platform Tier, Suites, Term, Fees, Implementation Services (If applicable) and other commercial details applicable to Customer's subscription. Each Order Form is governed by and incorporated into this MSA.

1.14"Platform" or "Pritect" or "Pritect.ai" means the proprietary software-as-a-service platform, branded as "Pritect" or "Pritect.ai", accessible via web application, including all associated functionality, AI-Supported Features, APIs, integrations, Updates, and the Suites made available thereon.

1.15"Platform Tier" means the subscription level selected by Customer (such as Free, Basic, Pro, or Enterprise) that determines the scope of available Platform functionality, security features, and the maximum number of permitted Users, as described in the Documentation and applicable Order Form.

1.16"Services" means the services provided by the Service Provider to the Customer under this MSA and an applicable Order Form, including (a) access to the Platform and the subscribed Suites and (b) Implementation Services, if applicable. Any additional professional or managed services offered by White Label Consultancy AS or its Affiliates (including DPO as a Service and/or CISO as a Service) shall apply only if expressly included in an applicable Order Form or in an addendum or exhibit referencing this MSA.

1.17"Suite" or "Suites" means the modular software solution(s) or functional components of the Platform subscribed to by Customer under an Order Form, each addressing specific compliance, privacy, security, governance, risk management, or other use cases. Access to the Platform requires an active subscription to at least one Suite.

1.18"Tenant" means the Customer's account, workspace, or logically isolated environment within the Platform through which Customer and its Users access and use the Platform and process Customer Data.

1.19"Term" means the subscription period during which Customer is entitled to access and use the Platform and the Suites, including any initial term and any renewal terms, as specified in the applicable Order Form.

1.20"Updates" means enhancements, improvements, bug fixes, new releases, or modifications to the Platform or Suites that Service Provider generally makes available to its customers at no additional charge, unless otherwise stated in an Order Form.

1.21"Usage Data" means aggregated and anonymized technical, statistical, and usage information derived from Customer's or Users' use of the Platform, excluding Customer Data, and used by Service Provider for internal analytics, service improvement, and business purposes.

1.22"User" means an individual natural person authorized by Customer to access and use the Platform and the Suites on Customer's behalf, subject to the limitations of the applicable Platform Tier and this MSA. Each User must use a unique, individual user account.

2. Provision of Services

2.1Access to the Platform. Subject to the terms and conditions of this MSA and timely payment of applicable Fees, Service Provider shall, during the Term, make the Platform and the subscribed Suites available to Customer through Customer's Tenant for Customer's internal business and compliance purposes, in accordance with the applicable Order Form, the Documentation, and applicable law.

Customer's access to the Platform is limited to the selected Platform Tier and the subscribed Suites, and is subject to the usage limits and technical constraints described in the Documentation and the applicable Order Form.

2.2Platform Tiers and Suites. Customer shall select, in each applicable Order Form, (a) a Platform Tier and (b) at least one Suite.

Each Platform Tier defines the scope of Platform functionality, security features, and the maximum number of permitted Users. Suites are modular solution components that provide specific functionality within the Platform. Customer may subscribe to one or more Suites concurrently.

Customer acknowledges that access to the Platform without an active Suite subscription is not available.

Customer is solely responsible for selecting the Platform Tier and Suites that meet its needs. Under this MSA, the Services are provided for informational and operational purposes only and do not constitute legal, regulatory, or professional advice. WLC does not guarantee that any specific Platform Tier or Suite will ensure compliance with applicable law.

2.3Implementation Services. Implementation Services may be made available to Customer in connection with access to the Platform and may include onboarding, configuration, setup, training, and Platform Consulting services, as further described in the applicable Order Form.

Implementation Services are governed by the Implementation Services Terms, which form an integral part of this MSA by reference. In the event of any conflict between this MSA and the Implementation Services Terms, the Implementation Services Terms shall prevail with respect to Implementation Services only.

2.4Confidentiality and Data Protection. Service Provider shall process Customer Personal Data in accordance with applicable data protection laws and the Data Processing Addendum ("DPA"), which is incorporated into this MSA by reference.

Service Provider maintains administrative, technical, and organizational measures designed to protect Customer Data, including non-personal confidential Customer Data, against unauthorized access, loss, or disclosure, taking into account the nature of the Platform, the state of the art, and applicable legal requirements.

2.5Updates and Changes to the Platform. During the Term, Service Provider may implement Updates to the Platform or the Suites, including enhancements, improvements, security updates, or modifications.

Service Provider shall not materially reduce the core functionality of the subscribed Platform Tier or Suites during the Term. Minor changes, user interface adjustments, or changes required to comply with applicable law or security requirements shall not be deemed material.

2.6Availability and Service Basis. Service Provider commits to making the Platform available with a monthly uptime of at least ninety-nine point five percent (99.5%), measured in accordance with Service Provider's standard availability methodology, and excluding scheduled maintenance windows and events beyond Service Provider's reasonable control.

If actual measured monthly uptime falls below 99.5% in any calendar month, Customer may request a service credit equal to five percent (5%) of the Fees paid for that calendar month. Such service credit constitutes Customer's sole and exclusive remedy for failure to meet the availability commitment set out in this Section.

Subject to the foregoing, the Platform and Services are provided on an "as-is" and "as available" basis, and Service Provider does not warrant uninterrupted availability or error-free operation of the Platform.

Nothing in this MSA excludes or limits any rights or remedies that Customer may have under mandatory provisions of applicable law.

3. Customer Responsibilities

3.1Users. Customer is responsible for ensuring that all Users comply with this MSA, the applicable Order Form, and the Documentation.

Customer shall ensure that only authorized Users access and use the Platform and that such access is limited to Customer's internal business and compliance purposes.

Customer remains responsible for all actions taken by its Users in connection with the use of the Platform, except to the extent such actions result directly from Service Provider's breach of this MSA.

3.2User Accounts and Security. Each User must use a unique, individual user account. User accounts are personal and may not be shared, transferred, or used by more than one individual at any time.

Customer is responsible for maintaining the confidentiality and security of User login credentials and for ensuring that appropriate internal controls are in place to prevent unauthorized access to the Platform.

Customer shall promptly notify Service Provider if it becomes aware of any actual or suspected unauthorized access to the Platform or misuse of User accounts.

3.3User Limits and Seat Compliance. Customer shall not exceed the maximum number of permitted Users associated with its selected Platform Tier, as specified in the applicable Order Form and Documentation.

If Customer exceeds the permitted number of Users, Service Provider may, upon notice to Customer, require Customer to upgrade its Platform Tier, restrict access for excess Users, or take other reasonable measures to restore compliance with the applicable limits.

3.4Affiliates. Customer may allow its Affiliates to access and use the Platform under Customer's subscription, solely for Customer's and its Affiliates' internal business and compliance purposes and subject to the applicable Platform Tier limits (including any User limits). Customer remains responsible for its Affiliates' and Users' compliance with the Documentation, including this MSA.

3.5Organisational Structure. The Platform allows Customer to create and manage internal organizational subdivisions (such as Affiliates, legal entities, or business units) within Customer's Tenant ("Entities"). Customer may choose whether to use the Platform with or without separating activities by Entities.

3.6Tenant Administration. Customer may designate one or more Users as administrators of Customer's Tenant ("Tenant Administrators") with permissions to manage Users, configuration, and Entities, as available in the Platform.

3.7Purchasing Entity. Customer may designate either Customer itself or one of its Affiliates as the legal entity that enters into an Order Form and assumes the payment obligations under this MSA (the "Purchasing Entity"). The Purchasing Entity remains responsible for all obligations under this MSA and the applicable Order Form, regardless of how Customer configures Entities or Tenant Administrators within the Platform.

3.8Customer Data. Customer is solely responsible for the accuracy, quality, legality, and integrity of Customer Data, including ensuring that Customer has a valid legal basis to collect, use, and provide Customer Personal Data to Service Provider for processing in accordance with this MSA and applicable law.

Customer shall ensure that Customer Data does not infringe third-party rights or violate applicable law.

3.9Customer Equipment and Environment. Customer is responsible for procuring, maintaining, and securing its own equipment, systems, software, internet connections, and network infrastructure necessary to access and use the Platform.

Service Provider is not responsible for any issues arising from Customer's equipment, systems, or internet connectivity.

3.10Acceptable Use and Restrictions. Customer shall use the Platform in accordance with this MSA, the Documentation (including the Acceptable Use Policy), and applicable law.

Customer shall not, and shall not permit any User or third party to:

(a) resell, sublicense, lease, or otherwise make the Platform available to any third party, other than Customer's Affiliates and authorized Users acting within Customer's Tenant, except as expressly permitted under this MSA;
(b) use the Platform for unlawful, fraudulent, misleading, or unethical purposes;
(c) attempt to gain unauthorized access to the Platform, systems, or data;
(d) interfere with the integrity, security, or performance of the Platform;
(e) introduce or transmit Malicious Code;
(f) use the Platform to build or support a competing product or service;
(g) conduct benchmarking or comparative analysis intended for publication without Service Provider's prior written consent; or
(h) use the Platform or any Service Provider Confidential Information to train artificial intelligence, machine learning, or similar models, except as expressly permitted by Service Provider in writing.

3.11Compliance with Law. Customer shall ensure that its use of the Platform complies with all applicable laws and regulations, including data protection, employment, and sector-specific regulatory requirements, as applicable to Customer's activities.

Customer acknowledges that the Platform is a tool designed to support compliance efforts and does not replace Customer's independent legal, regulatory, or risk assessments.

3.12Prohibition on Multi-Entity Managed Service Use. Customer shall not use its Tenant or its subscription to the Platform to provide, enable, or facilitate access to the Platform, or to generate Platform outputs, for the benefit of legal entities that are not Affiliates of Customer.

In particular, Customer shall not:

(a) use a single Tenant to generate, store, or maintain compliance records, assessments, registries, or Platform outputs on behalf of, or for the benefit of, separate legal entities that are not Affiliates of Customer;
(b) grant Platform access to individuals acting primarily on behalf of, or for the benefit of, a legal entity that is not an Affiliate of Customer; or
(c) structure its use of the Platform in a manner that allows multiple independent legal entities that are not Affiliates of Customer to derive the benefit of Platform access through a single Customer subscription.

For the avoidance of doubt, this Section does not prohibit Customer from:

(i) producing compliance outputs, reports, or assessments that reference or relate to third parties in the ordinary course of Customer's own compliance activities, where such references are incidental to Customer's own compliance program; or
(ii) using the Platform in connection with services provided under a separate written agreement with Service Provider expressly authorising such use, including where Customer is an authorised partner or reseller of Service Provider.

Breach of this Section 3.12 shall constitute a material breach of this MSA and shall entitle Service Provider to immediate suspension or termination of access pursuant to Sections 13.4 and 13.5.

4. License Grant and Use of the Platform

4.1License Grant. Subject to the terms and conditions of this MSA and timely payment of all applicable Fees, Service Provider grants Customer a limited, non-exclusive, non-transferable, and non-sublicensable right, during the Term, to access and use the Platform, the subscribed Suites, and the Documentation solely for Customer's internal business and compliance purposes, in accordance with the applicable Order Form, this MSA, and the Documentation.

No rights are granted to Customer other than those expressly set out in this Section.

4.2Scope of License. Unless otherwise expressly agreed in an applicable Order Form:

(a) Customer's right to use the Platform is limited to the selected Platform Tier and the subscribed Suites;
(b) access to the Platform is limited to the number of Users permitted under the applicable Platform Tier; and
(c) the Platform may be used only within Customer's own organization, including Customer's Affiliates as permitted under this MSA, and for its internal purposes.

Customer acknowledges that the Platform is provided as a software-as-a-service solution and that Customer is not provided with, and has no right to access, the source code of the Platform.

4.3License Restrictions. Customer shall not, and shall not permit any User or third party to:

(a) provide access to, sublicense, resell, lease, or otherwise make the Platform or Documentation available to any third party, except as expressly permitted under this MSA;
(b) copy, modify, translate, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying structure of the Platform, except to the extent such restriction is prohibited by mandatory applicable law;
(c) use the Platform in violation of this MSA, the Documentation, or applicable law;
(d) interfere with or disrupt the integrity, security, or performance of the Platform;
(e) introduce or transmit Malicious Code; or
(f) use the Platform in a manner that infringes intellectual property rights or misappropriates Confidential Information.

4.4Proprietary Notices. Customer shall ensure that all copyright notices, trademarks, and other proprietary notices included in or relating to the Platform and Documentation are maintained and not removed, altered, or obscured.

4.5Open-Source Software. Customer acknowledges that the Platform includes or depends on certain open-source software components that are licensed under applicable open-source licenses.

Use of such open-source components is governed by the terms of the applicable open-source licenses and not by this MSA, except to the extent that this MSA imposes additional restrictions permitted by such licenses.

A current list of open-source software components and the applicable open-source licenses used by Service Provider is available at: https://www.pritect.ai/trust/licenses.

5. Proprietary Rights and Licenses

5.1Ownership of the Platform. As between the Parties, all rights, title, and interest in and to the Platform, the Suites, the Documentation, and all related intellectual property rights are and shall remain the exclusive property of Service Provider or its licensors.

This includes all Updates, enhancements, modifications, derivatives, templates, configurations, designs, workflows, and other developments relating to the Platform, whether created by or on behalf of Service Provider.

Except for the limited license expressly granted under Section 4, no rights or licenses are granted to Customer by implication or otherwise.

5.2Customer Data. As between the Parties, Customer retains all rights, title, and interest in and to Customer Data.

Customer grants Service Provider and its authorized sub-processors a limited, non-exclusive, worldwide license, for the duration of the Term, to process Customer Data solely as necessary to provide, operate, maintain, support, and improve the Platform and the subscribed Suites in accordance with this MSA and the DPA.

5.3Usage Data. Service Provider may collect and use Usage Data for its internal business purposes, including analytics, service development and improvement, security, and performance optimization.

Usage Data shall be processed only in an aggregated and anonymized form and shall not identify Customer or any individual.

5.4Feedback. If Customer or its Users provide feedback, suggestions, ideas, or recommendations relating to the Platform or Services ("Feedback"), Customer grants Service Provider a non-exclusive, perpetual, irrevocable, royalty-free right to use, implement, and incorporate such Feedback into the Platform or other products or services without restriction or obligation to Customer.

5.5Reservation of Rights. Service Provider reserves all rights not expressly granted to Customer under this MSA. Nothing in this MSA restricts Service Provider from developing, offering, or providing products or services that are similar to or compete with the Platform, provided that Service Provider does not use Customer Confidential Information or Customer Data in doing so.

6. Fees and Payment

6.1Fees. Customer shall pay Service Provider all fees specified in the applicable Order Form ("Fees"), including Platform access fees based on the selected Platform Tier, Suite subscription fees, and Implementation Services fees, if any.

Except as expressly stated in this MSA or required by applicable law, all payment obligations are non-cancellable and all Fees paid are non-refundable.

6.2Fees Included in Separate Services. In certain cases, Customer may receive access to the Platform as part of separate managed or professional services provided by Service Provider or its Affiliates (including DPO as a Service or CISO as a Service), pursuant to a separate agreement.

Where Platform access is included in fees payable under a separate agreement, that agreement shall govern pricing and payment for such access, and this MSA shall apply only to the extent not otherwise regulated.

6.3Billing and Payment Terms. Fees shall be billed either monthly or annually in advance, as specified in the applicable Order Form, and in the currency indicated therein.

Customer authorizes Service Provider to charge the selected payment method for all applicable Fees in accordance with the billing cycle selected by Customer.

6.4Payment Methods. Payments may be processed through third-party payment service providers, including Stripe or similar services ("Self-Service Purchases"). Service Provider does not store Customer's payment card details or other sensitive payment information.

If the Term is limited, recurring payments may be automatically set up through Customer's chosen payment system to renew the subscription upon expiration of the initial Term. Customer may cancel such recurring payments directly through the applicable payment system.

Before submitting an Order Form, Customer will be informed of the applicable Fees. The final charge will be displayed prior to completion of the Order Form.

6.5Order Form Acceptance and Effect. An Order Form becomes effective and binding upon the earliest of:

(a) Customer's acceptance of an Order Form through an online checkout, click-through process, or similar electronic means made available by or on behalf of the Service Provider;
(b) Customer's written confirmation of an Order, including by email; or
(c) issuance of an invoice by Service Provider in response to Customer's request for invoice-based payment.

6.6Each effective Order is governed by and incorporated into this MSA and forms an integral part of the agreement between the Parties.

6.7Invoicing. For Self-Service Purchases with total Fees below three hundred euros (EUR 300) (or the equivalent amount in another currency), payment via online checkout is required.

For purchases with total Fees of three hundred euros (EUR 300) or more (or the equivalent amount in another currency), Customer may request payment by invoice by contacting Service Provider at hello@pritect.ai. If accepted by Service Provider, the applicable Fees and payment due date shall be set out in an Order Form and reflected in the issued invoice.

Invoices shall be payable within the timeframe specified in the applicable Order Form, without deduction or set-off. Service Provider reserves the right to decline to issue an invoice.

6.8Late Payments and Suspension. If Customer fails to pay applicable Fees by the applicable payment due date, Service Provider shall notify Customer in writing of the outstanding amount and requesting payment ("Late Payment Notice"). If the outstanding amount remains unpaid for one (1) calendar month from the date of the Late Payment Notice, Service Provider may, without limiting its other rights, suspend Customer's access to the Platform until all outstanding amounts are paid in full.

Service Provider shall have no obligation to provide access to the Platform during any period of suspension resulting from non-payment in accordance with this Section.

6.9Taxes. Fees are exclusive of all applicable taxes, duties, or governmental charges, including value-added tax (VAT), sales tax, or similar taxes ("Taxes"), except for taxes based on Service Provider's net income.

Customer is responsible for paying all applicable Taxes associated with its purchases under this MSA. If Taxes are required to be charged by Service Provider, they will be added to the invoice unless Customer provides a valid tax exemption certificate.

Taxes not invoiced by Service Provider shall be Customer's responsibility to report and remit to the relevant tax authorities.

7. Third-Party Applications

7.1Use of Third-Party Applications. Customer may choose to integrate or use the Platform together with third-party applications, software, services, or websites that are not provided by Service Provider ("Third-Party Applications").

Use of Third-Party Applications is subject solely to the terms and conditions agreed between Customer and the applicable third-party provider. Service Provider does not control and is not responsible for Third-Party Applications or their availability, functionality, or performance.

7.2Data Exchange. If Customer enables or connects a Third-Party Application with the Platform, Customer authorizes Service Provider to access, transmit, and exchange Customer Data with such Third-Party Application as necessary to enable the integration, in accordance with this MSA and the DPA.

Customer is solely responsible for ensuring that its use of Third-Party Applications complies with applicable law and any contractual obligations owed to third-party providers.

7.3No Responsibility for Third-Party Applications. Service Provider makes no warranties and assumes no liability with respect to Third-Party Applications, including their use of Customer Data, except to the extent required by mandatory applicable law.

Service Provider shall not be liable for any damage, loss, or interruption arising from Customer's use of or reliance on Third-Party Applications.

8. AI-Supported Features

8.1Use of AI-Supported Features. The Platform includes AI-Supported Features designed to assist Users, automate workflows, and improve usability and efficiency of the Platform.

Customer acknowledges that the use of AI-Supported Features is strictly optional and will not be activated unless Customer uses and interacts with an AI-Supported Feature.

8.2Nature of AI-Supported Output. Customer acknowledges that AI-Supported Features may generate suggestions, recommendations, summaries, or other outputs based on Customer Data and User inputs.

Such outputs are intended to support, not replace, Customer's independent judgment, legal analysis, or compliance decision-making. Customer remains solely responsible for reviewing, validating, and determining how to use any AI-generated output.

8.3No Guarantee of Accuracy. Due to the novel nature of artificial intelligence, Service Provider does not warrant that outputs generated through AI-Supported Features will be accurate, complete, or suitable for any specific purpose.

Use of AI-Supported Features does not relieve Customer of its obligation to comply with applicable laws, including data protection and regulatory requirements.

8.4Regulatory Alignment. Service Provider shall use reasonable efforts to develop and operate AI-Supported Features in accordance with applicable legal requirements relating to artificial intelligence, data protection, and transparency, as such requirements may apply to the Platform.

Nothing in this MSA shall be interpreted as creating an obligation for Service Provider to ensure Customer's compliance with such laws.

9. Confidentiality

9.1Definition. For purposes of this MSA, "Confidential Information" means any non-public information disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party"), whether in written, oral, electronic, or other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Confidential Information includes, without limitation, information relating to the Platform, the Services, Documentation, security measures, pricing, business plans, product roadmaps, technical information, Customer Data, and the terms of this MSA and any Order Form.

Confidential Information does not include information that the Receiving Party can demonstrate:

(a) is or becomes publicly available without breach of this MSA;
(b) was lawfully known to the Receiving Party prior to disclosure;
(c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or
(d) is lawfully obtained from a third party without restriction.

9.2Confidentiality Obligations. The Receiving Party shall:

(a) use the Confidential Information solely for the purposes of performing its obligations or exercising its rights under this MSA;
(b) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a legitimate need to know and are bound by confidentiality obligations no less protective than those set out herein; and
(c) protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, and in no event less than reasonable care.

9.3Compelled Disclosure. If the Receiving Party is required by applicable law, regulation, or court order to disclose Confidential Information, it may do so provided that, to the extent legally permitted, it gives the Disclosing Party prompt notice and reasonable assistance to seek protective measures.

9.4Duration. Confidentiality obligations under this Section shall apply during the Term and for a period of three (3) years following termination or expiration of this MSA, except with respect to trade secrets or Customer Data, which shall remain confidential for so long as such information remains confidential under applicable law.

9.5Injunctive Relief. Each Party acknowledges that unauthorized disclosure or use of Confidential Information may cause irreparable harm for which monetary damages may be an insufficient remedy. Accordingly, the Disclosing Party may seek injunctive or equitable relief in addition to any other remedies available under applicable law.

10. Disclaimer and Warranty

10.1Mutual Warranties. Each Party represents and warrants that:

(a) it has the legal authority and capacity to enter into and perform its obligations under this MSA; and
(b) it will comply with all applicable laws in connection with its performance under this MSA.

10.2Platform Warranty Disclaimer. Subject to mandatory applicable law, the Platform, the Suites, the Services, and the Documentation are provided on an "as is" and "as available" basis. The foregoing disclaimer does not apply to the extent that Service Provider has given express written warranties or commitments in an applicable Order Form, which shall prevail to the extent of any conflict.

Service Provider does not warrant that:

(a) the Platform will be uninterrupted, error-free, or available at all times;
(b) the Platform will meet Customer's specific requirements or expectations; or
(c) all defects or errors will be corrected.

10.3Customer Warranties. Customer represents and warrants that:

(a) it has obtained and will maintain all necessary rights, permissions, and legal bases to provide Customer Data to Service Provider for processing in accordance with this MSA and the DPA; and
(b) its use of the Platform complies with applicable law and does not infringe third-party rights.

11. Indemnification

11.1Indemnification by Service Provider. Subject to this Section 11, Service Provider shall defend Customer against any third-party claim alleging that Customer's authorized use of the unmodified Platform infringes valid and enforceable intellectual property rights under applicable law ("IP Claim").

Service Provider shall indemnify Customer for any direct damages finally awarded by a court of competent jurisdiction or agreed in a settlement approved by Service Provider, provided that such IP Claim arises solely from the Platform as provided by Service Provider and used in accordance with this MSA.

11.2Mitigation Measures. If the Platform becomes, or in Service Provider's reasonable opinion is likely to become, the subject of an IP Claim, Service Provider may, at its discretion and expense:

(a) procure for Customer the right to continue using the Platform;
(b) modify the Platform to make it non-infringing without materially reducing its functionality;
(c) replace the affected part of the Platform with a non-infringing alternative with substantially similar functionality; or
(d) if none of the foregoing is commercially reasonable, terminate the affected Order Form or this MSA upon written notice and refund any prepaid, unused Fees for the remaining portion of the applicable Term.

11.3Exclusions. Service Provider shall have no indemnification obligation to the extent an IP Claim arises from:

(a) Customer Data or content provided by or on behalf of Customer;
(b) use of the Platform in violation of this MSA or the Documentation;
(c) modifications to the Platform not made by or on behalf of Service Provider;
(d) combination of the Platform with third-party software, systems, or services not provided by Service Provider; or
(e) use of the Platform after Service Provider has notified Customer to discontinue such use due to an IP Claim.

11.4Indemnification by Customer. Customer shall defend Service Provider against any third-party claim arising out of or relating to:

(a) Customer Data, including allegations that Customer Data infringes third-party rights or violates applicable law; or
(b) Customer's use of the Platform in violation of this MSA or applicable law.

Customer shall indemnify Service Provider for any direct damages finally awarded by a court of competent jurisdiction or agreed in a settlement approved by Customer.

11.5Indemnification Procedure. The indemnification obligations under this Section are subject to the indemnified Party:

(a) promptly notifying the indemnifying Party in writing of the claim, provided that failure to give prompt notice shall not relieve the indemnifying Party of its obligations unless materially prejudiced;
(b) granting the indemnifying Party reasonable control over the defence and settlement of the claim, provided that no settlement admitting liability on behalf of the indemnified Party may be entered into without its prior written consent, not to be unreasonably withheld; and
(c) providing reasonable cooperation at the indemnifying Party's expense.

The indemnified Party may participate in the defence with its own counsel at its own expense.

11.6Exclusive Remedy. This Section 11 states each Party's sole and exclusive remedy for third-party claims subject to indemnification under this MSA, without prejudice to any rights that cannot be excluded under mandatory applicable law.

12. Limitation of Liability

12.1Exclusion of Certain Damages. To the maximum extent permitted by applicable law, neither Party shall be liable to the other for any indirect, incidental, consequential, special, or punitive damages, including loss of profits, loss of revenue, loss of business, loss of goodwill, or loss of anticipated savings, arising out of or in connection with this MSA, even if such Party has been advised of the possibility of such damages.

12.2Liability Cap. Except for the Excluded Claims set out in Section 12.3, each Party's total aggregate liability arising out of or in connection with this MSA shall not exceed the total Fees paid or payable by Customer to Service Provider under the applicable Order Form during the twelve (12) months immediately preceding the event giving rise to the claim.

12.3Excluded Claims. The limitations and exclusions set out in this Section 12 shall not apply to:

(a) a Party's breach of its confidentiality obligations under this MSA;
(b) a Party's willful misconduct or gross negligence;
(c) Customer's payment obligations under this MSA;
(d) Customer's indemnification obligations under Section 11.4; or
(e) Service Provider's indemnification obligations under Section 11.1, provided that such indemnification liability shall in any event be limited to direct damages only.

13. Term and Termination

13.1Term. This MSA enters into force on the Effective Date and shall remain in effect for the duration of the Term, unless terminated earlier in accordance with this Section 13.

The Term of each subscription shall be as specified in the applicable Order Form and may include an initial term and one or more renewal terms.

13.2Customer Cancellation. Customer may cancel its subscription at any time. Cancellation shall take effect at the end of Customer's then-current subscription period.

Upon cancellation, Customer shall retain access to the Platform until the effective date of cancellation, unless access is suspended or terminated earlier in accordance with this MSA.

Customer shall not be charged for any subscription period following the effective date of cancellation.

13.3Non-Refundability. Except as expressly stated in this MSA or required by applicable law, all Fees paid or accrued prior to the effective date of termination or cancellation are non-refundable. Service Provider shall not prorate Fees for any subscription terminated prior to the end of the applicable Term.

Notwithstanding the foregoing, where Customer terminated this MSA or an applicable Order Form for cause pursuant to Section 13.5 below due to Service Provider's material breach, Service Provider shall refund to Customer a pro-rata portion of any prepaid Fees attributable to the unused portion of the then-current subscription period following the effective date of the termination.

13.4Suspension. Service Provider may suspend Customer's or a User's access to the Platform, in whole or in part, if:

(a) Customer is in material breach of this MSA, including failure to pay applicable Fees or violation of Section 3 (Customer Responsibilities); or
(b) suspension is reasonably necessary to protect the security or integrity of the Platform or Customer Data.

Where reasonably practicable, Service Provider shall provide Customer with prior notice of suspension and an opportunity to cure the breach.

13.5Termination for Cause. Either Party may terminate this MSA or an applicable Order Form by written notice if the other Party materially breaches this MSA and fails to cure such breach within thirty (30) days after receipt of written notice.

Either Party may terminate this MSA with immediate effect if the other Party commits a material breach that cannot be cured.

13.6Insolvency. Either Party may terminate this MSA upon written notice if the other Party becomes subject to insolvency proceedings, bankruptcy, liquidation, receivership, or assignment for the benefit of creditors, and such proceedings are not dismissed within thirty (30) days.

13.7Effect of Termination. Upon termination or expiration of this MSA for any reason:

(a) all active Order Forms shall automatically terminate;
(b) Customer and its Users shall immediately cease all access to and use of the Platform, except as expressly permitted below;
(c) all outstanding payment obligations shall become immediately due and payable; and
(d) for a period of thirty (30) days following termination, Service Provider shall, upon Customer's written request, make Customer Data available to Customer solely for the purpose of allowing Customer to retrieve such data, and, where requested, export and deliver it in a commonly accepted machine-readable format and, where applicable, a human-readable format, together with appropriate metadata, at no additional charge.

After the expiration of this thirty (30) day period, Service Provider may delete or anonymize Customer Data, unless retention is required by applicable law, in which case such data shall remain subject to the confidentiality obligations of this MSA.

13.8Survival. The provisions of this MSA that by their nature are intended to survive termination or expiration shall survive, including but not limited to Sections relating to Fees and Payment, Proprietary Rights and Ownership, Confidentiality, Disclaimer and Warranty, Indemnification, Limitation of Liability, and Governing Law.

14. General Provisions

14.1Relationship of the Parties. The Parties are independent contractors. Nothing in this MSA creates any partnership, joint venture, agency, fiduciary, or employment relationship between the Parties.

Neither Party has authority to bind the other or to assume any obligation on the other's behalf.

14.2Notices and Communication. Customer shall designate and maintain at all times accurate and up-to-date contact information within the Platform for communications relating to the Platform and the Services, including operational, administrative, billing, security, legal and data protection notices.

All notices under this MSA shall be made in writing and delivered by email or other customary means with confirmation of receipt to the contact details maintained by Customer in the Platform. Contact details specified in an applicable Order Form or otherwise designated by a Party in writing may be used in addition to the contact information maintained on the Platform.

Notices shall be deemed given upon confirmation of receipt, unless mandatory applicable law requires a different form or timing of notice.

For matters relating to the Platform and the Services, Customer may contact WLC at hello@pritect.ai or at any other contact details communicated by WLC to Customer.

14.3Entire Agreement; Order Form of Precedence. This MSA, together with all Order Forms and documents incorporated herein by reference, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, proposals, or understandings, whether written or oral.

In the event of any conflict or inconsistency, the following order of precedence shall apply:

(1) the Data Processing Addendum (DPA);
(2) the applicable Order Form;
(3) the Implementation Services Terms (if applicable);
(4) this MSA; and
(5) any other documents incorporated by reference.

14.4Amendments and Waivers. Service Provider may occasionally update or amend this MSA. Service Provider shall notify Customer of any such changes with reasonable prior notice. If Customer objects to any proposed change, Customer shall notify Service Provider in writing within thirty (30) days of receiving notice of the change. Upon receipt of a timely objection, the Parties shall negotiate in good faith to reach mutually acceptable terms.

If the Parties are unable to reach agreement within thirty (30) days of Customer's objection, Service Provider may, at its discretion, elect to continue providing Services to Customer under the previous version of the MSA. If Service Provider is not able or willing to continue under the previous version, either Party may terminate the applicable Order Form or this MSA by written notice without financial penalty, save for Fees accrued up to the effective date of termination and any obligations that survive termination under this MSA.

If no objection is raised within the thirty (30) day period, the updated MSA shall be deemed accepted by Customer and shall apply from the date specified in the notice.

For the avoidance of doubt, any amendment to an applicable Order Form requires prior written agreement of both Parties and shall not be the subject of the unilateral update mechanism set out above.

14.5Severability. If any provision of this MSA is held to be invalid, illegal, or unenforceable under applicable law, such provision shall be interpreted or modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

14.6Force Majeure. Neither Party shall be liable for failure or delay in performance (other than payment obligations) to the extent caused by events beyond its reasonable control, including natural disasters, acts of government, war, terrorism, labour disputes, pandemics, or failures of utilities or communications networks.

The affected Party shall use reasonable efforts to mitigate the effects of such events.

14.7Assignment. Neither Party may assign or transfer this MSA, in whole or in part, without the prior written consent of the other Party, such consent not to be unreasonably withheld.

Notwithstanding the foregoing, either Party may assign this MSA without the other Party's consent (a) to an Affiliate, provided that the assigning Party remains responsible for the performance of the assignee's obligations under this MSA, or (b) in connection with a merger, reorganization, or sale of all or substantially all of its assets, provided that the assigning Party notifies the other Party within a reasonable time.

Any assignment in violation of this Section shall be null and void.

14.8No Third-Party Beneficiaries. This MSA does not confer any rights or remedies upon any third party, except as expressly provided herein.

14.9Electronic Execution. This MSA, any applicable Order Form, and any documents incorporated by reference may be executed electronically and in counterparts, each of which shall be deemed an original. Acceptance by electronic means, including click-through acceptance or electronic confirmation, shall be deemed valid and binding and shall not require a handwritten or qualified electronic signature.

14.10Governing Law and Jurisdiction. This MSA shall be governed by and construed in accordance with the laws of the Kingdom of Norway, without regard to its conflict of law principles, unless otherwise specified in the applicable Order Form.

The Parties agree that the courts of Oslo, Norway, shall have exclusive jurisdiction over any dispute arising out of or in connection with this MSA, unless otherwise specified in the applicable Order Form.