PLEASE READ THESE TERMS AND CONDITIONS VERY CAREFULLY.

THE TERMS AND CONDITIONS OF SERVICES ARE LIMITED TO THOSE CONTAINED HEREIN. ANY ADDITIONAL OR DIFFERENT DELIVERED BY YOU ("CUSTOMER") ARE HEREBY DEEMED TO BE MATERIAL ALTERATIONS AND NOTICE OF OBJECTION TO THEM AND REJECTION OF THEM IS HEREBY GIVEN.

BY ENGAGING MISSION CLOUD SERVICES, INC. (“MISSION”) TO PERFORM OR PROCURE ANY SERVICES, CUSTOMER AGREES TO BE BOUND BY AND ACCEPTS THESE TERMS AND CONDITIONS UNLESS CUSTOMER AND MISSION HAVE SIGNED A SEPARATE AGREEMENT, IN WHICH CASE THE SEPARATE AGREEMENT WILL GOVERN.

MISSION RESERVES THE RIGHT TO MODIFY THESE ONLINE TERMS AND CONDITIONS AT ANY TIME, AT OUR SOLE DISCRETION, BY POSTING THE REVISED TERMS ON THIS WEBSITE AND/OR PROVIDIING NOTICE THROUGH OTHER REASONABLE MEANS.

Mission and Customer are referred to in these Terms and Conditions individually as a “Party” and collectively as the “Parties.”

ANY GENERAL DESCRIPTION OF THE TYPES OF SERVICES AND RESULTS THEREOF POSTED ON ANY MISSION WEBSITE OR MOBILE APPLICATION DO NOT CONSTITUTE PART OF THE AGREEMENT BETWEEN MISSION AND CUSTOMER.

Important Information About These Terms and Conditions

These Terms and Conditions constitute a binding contract between Customer and Mission and are referred to herein as either "Terms and Conditions" or this "Agreement". Customer accepts these Terms and Conditions, which are firm as of an Ordering Document Effective Date, through the Term of the applicable Ordering Document, by engaging Mission to perform or procure any Services (as this and all capitalized terms are defined herein).

These Terms and Conditions shall apply to all Services ordered by Customer under these Terms and Conditions. Customer may place orders under these Terms and Conditions by signing Ordering Document(s) as defined below with Mission. The terms and conditions set forth in these Terms and Conditions and any Ordering Document shall control in the event that there are different or additional terms set forth in any other purchase order submitted by Customer or acceptance form or invoice issued by Mission. In the event of an addition to or a conflict between any term or condition of the Ordering Document and these Terms and Conditions, these Terms and Conditions will control, except as expressly amended in the applicable Ordering Document by specific reference to these Terms and Conditions. Each such amendment will be applicable only with respect to such Ordering Document and not to future Ordering Documents.

1.  DEFINITIONS

“Intellectual Property” means any and all of the following rights in (i) patents, unpatented inventions, designs and trade marks (whether registered or unregistered), copyright, database rights and know how, trade secrets, inventions, discoveries, utility models, goodwill in any trade or service name or get-up; (ii) all other intellectual property or proprietary rights and similar or equivalent rights anywhere in the world which currently exist or are recognized in the future; and (iii) applications, reversions, extensions and renewals in relation to any such rights.

“Customer Content” means all data and information, including, without limitation, data text, software, scripts, video, sound, music, graphics and images that are created, uploaded, stored or transferred by or for Customer or its Affiliates in connection with the use of any of the Services.

“Site Content” means any and all Customer owned or generated content and data handled as part of the Services.

“Third-Party Software” means those various additional third-party software applications or services which may be licensed from time to time by Mission for Customer’s use in conjunction with the Services. Customer’s use of Third-Party Software shall be governed by such third-party’s license terms and conditions.

2. SERVICES

In consideration for payment of the Fees, Mission shall provide the services (including AWS resale services) as described on separately executed ordering documents (referred to herein as an “Ordering Document”, or a “SOW”, or a “SOF”) as may from time to time be issued hereunder (the “Service(s)”). No Ordering Document shall be binding upon a Party unless executed by a duly authorized representative of such Party. Each Ordering Document shall define a specific Service authorized by Customer, the Service schedule or term, the applicable rates and charges therefor, and other applicable terms and conditions. Each Ordering Document shall incorporate and be governed by these Terms and Conditions and shall be a separate agreement from any other Ordering Document. Mission shall have the right to use third parties in performance of its obligations hereunder so long as Mission remains responsible for such third parties’ performance and for purposes of these Terms and Conditions all references to Mission or its employees shall be deemed to include such third parties.

3.  TERM AND TERMINATION; SUSPENSION.

3.1. Term. These Terms and Conditions shall take effect on the Effective Date and shall remain in effect until the completion of Services under the Ordering Document or termination in accordance with the provisions of these Terms and Conditions.

3.2. Termination for Cause or Insolvency. Either Party may terminate these Terms and Conditions or any applicable Ordering Document upon written notice if the other Party materially breaches these Terms and Conditions or Ordering Document and fails to cure such breach within thirty (30) days following receipt of written notice specifying the breach in detail. For any uncured breach of an Ordering Document resulting in termination, these Terms and Conditions and any other outstanding Ordering Documents will remain in effect in accordance with their terms. A Party may terminate these Terms and Conditions and all Ordering Documents immediately upon written notice In the event that the other Party (i) becomes insolvent; (ii) files a petition in bankruptcy for Chapter 7 relief, or has such a petition filed against it (and fails to lift any stay imposed thereby within ninety (90) days after such stay becomes effective); (iii) has a receiver appointed with respect to all or substantially all of its assets; (iv) makes an assignment for the benefit of creditors or (v) ceases to do business in the ordinary course.

3.3. Rights Upon Termination. In the event these Terms and Conditions or any Ordering Document is terminated by Mission for cause, Customer shall pay Mission for all Services provided to Customer up to and including the date of termination. Upon any termination or expiration of these Terms and Conditions or an Ordering Document, upon request of Customer, Mission shall destroy all Site Content or return it to Customer in a mutually agreed upon format, and Customer shall return to Mission or destroy all Mission Confidential Information and erase and remove all copies of all Mission Confidential Information from any computer equipment and media in Customer’s possession, custody or control within thirty (30) days. Any transition assistance shall be billed at Missions then current hourly services rates.

3.4. Survival. All terms and provisions which should by their nature, survive the termination or expiration of these Terms and Conditions including shall so survive. Notwithstanding the foregoing, in the event Customer continues to use any Services following termination of these Terms and Conditions or any Ordering Document, Customer shall be responsible for payment of such Services at Mission’s then-current rates.

3.5. Suspension. Customer agrees that Mission may suspend Services to Customer without notice and without liability if: (i) as requested by a law enforcement or government agency; or (ii) for failure to pay overdue Fees after written notice and failure to cure within 10 days of such notice.

4. PAYMENT TERMS.

4.1. Fees. Customer shall be billed and shall pay the applicable fees for Services as set forth in the applicable Ordering Document (“Fees”). All Fees listed or described in any Ordering Document are in U.S. dollars. Fees not disputed by the applicable due date are conclusively deemed accurate. Customer may dispute in good faith any portion of an invoice provided Customer: (i) pays the full undisputed portion of invoice by its due date, and (ii) provides Mission with a written statement and supporting documentation regarding the dispute by or before the due date of the disputed invoice. Any overdue amounts shall accrue interest at the rate of one and a half percent (1.5%) per month until paid in full. Except as otherwise specified on an applicable Ordering Document, Customer will reimburse Mission for all reasonable out-of-pocket expenses incurred by Mission in connection with the performance of the Services, including, but not limited to, travel and living expenses.

4.2. Taxes. Customer shall pay all taxes, duties and levies of any governmental authority related to the Services provided to Customer hereunder, including, but not limited to any excise or VAT taxes, and taxes passed through from AWS, exclusive of taxes based on Mission’s income. If Customer claims exemption from any taxes arising from these Terms and Conditions, Customer shall provide Mission with documentation required by the taxing authority to support an exemption at the time of purchase.

 5. CUSTOMER OBLIGATIONS.

5.1. Security. Customer shall take reasonable steps to protect and secure its data, operating systems and applications  on Amazon Web Services (“AWS”) by understanding the AWS security processes and technologies found at https://aws.amazon.com/architecture/security-identity-compliance/ (or as may be made available on any successor or related site designated by AWS) and take reasonable security precautions in connection with its use of the Services including taking reasonable measures to ensure the confidentiality of Customer passwords. If a Customer password is lost, stolen or otherwise compromised, Customer shall promptly notify Mission. Customer is responsible for all activities that occur utilizing Customer’s account (including all payments owed for orders placed under such account), regardless of whether such activities are conducted by Customer or any third-party, and regardless of whether such orders are authorized by Customer. 

5.2. Data Back Up. Customer shall maintain appropriate security, protection and backup of Customer Content, which may include the use of encryption technology to protect Customer Content from unauthorized access, and routine archiving of Customer Content. Customer shall create and maintain a current copy of all Customer Content (including software, data and other information) stored on AWS servers, and store the copy in a reasonably secure location such as a second AWS region. Customer acknowledges that unless otherwise specified in an Ordering Document, Mission shall not create or maintain an archive or backup of Customer Content. Mission hereby disclaims responsibility for any data backup.

5.3. Compliance with Laws and Acceptable Use Policies. Customer shall only use Mission’s Services for lawful purposes. Customer shall comply with any applicable acceptable use policy (“AUP”), terms of use or terms of service (“TOS”) of the third-party service providers that Mission engages on behalf of or for the benefit of Customer as made reasonably available to Customer.

5.4. In addition to any specific Customer duties set forth in any applicable Ordering Document, Customer agrees to cooperate with Mission in connection with performance of the Services by providing: (i) timely responses to Mission's inquiries and requests for approvals and authorizations, (ii) access to any information or materials reasonably requested by Mission which are necessary or useful as determined by Mission in connection with providing the Services, including, but not limited to, physical and computer access to Customer's computer systems, and (iii) all Required Consents necessary for Mission to provide the Services. "Required Consents" means consents or approvals required to give Mission, its Affiliates, and its and their subcontractors the right or license to access, use and modify all data and third-party products. Customer acknowledges and agrees that the Services are dependent upon the completeness and accuracy of information provided by Customer and the knowledge and cooperation of the agents, employees or subcontractors engaged or appointed by Customer who are selected by Customer to work with Mission.

6. CONFIDENTIALITY.

6.1. “Confidential Information” shall include all information, whether in tangible or intangible form, that is marked or designated as confidential, or that, under the circumstances of its disclosure, should reasonably be considered confidential. With respect to Mission, confidential information includes Mission’s unpublished prices for services, audit and security reports, server configuration designs and other proprietary technology; and with respect to Customer, confidential information includes content transmitted to or from, or stored by Customer on, Mission’s servers or Third-Party Hardware to which Mission has access.

6.2. Non-Disclosure. Each Party agrees not to use, disclose, sell, license, publish, reproduce or otherwise make available the Confidential Information of the other Party except and only to the extent necessary to perform their respective obligations under these Terms and Conditions. Each Party agrees to secure and protect the other Party’s Confidential Information in a manner consistent with such Party’s protection of its own confidential and proprietary information, but in no event using less than a reasonable standard of care, and to ensure by written agreement with its employees, consultants or other agents who are permitted access to the other Party’s Confidential Information to satisfy its obligations under this Section. The obligation to treat information as Confidential Information shall not apply to information which: (i) is publicly available through no action of the receiving Party; (ii) is in the receiving Party’s possession independent of its relationship with the disclosing Party; (iii) is developed by or becomes known to the receiving Party without use of any of the disclosing Party’s Confidential Information and outside the scope of any agreement with disclosing Party; or (iv) is obtained rightfully from third-parties not bound by an obligation of confidentiality.

6.3. Injunctive Relief. Each Party hereby acknowledges that unauthorized disclosure or use of Confidential Information of the other Party could cause irreparable harm and significant injury to such Party. Accordingly, each Party is entitled to seek temporary and permanent injunctive relief to remedy any breaches of the confidentiality provisions contained herein.

7. REPRESENTATIONS AND DISCLAIMER OF WARRANTIES.

7.1. General. Each Party represents and warrants to the other that: (i) it has the power and authority and the legal right to enter into these Terms and Conditions and to perform its obligations under these Terms and Conditions; (ii) it has taken all necessary action on its part to authorize the agreement to these Terms and Conditions; and, (iii) the agreement to these Terms and Conditions and the performance of its obligations hereunder do not conflict with or violate applicable laws or regulations, and do not conflict with or constitute a default under its charter documents. Each party shall comply with all laws related to their business or receipt of the Services.

7.2. Mission. Mission represents and warrants to Customer that (i) the Services shall be performed in a professional and workmanlike manner in accordance with generally accepted industry standards; (ii) it will comply with all applicable laws in its performance of the Services; and (iii) it will use industry standard protection to protect against the introduction of any virus or other malware into any of Customer’s systems, applications or data (including environments hosted by third parties such as AWS).

7.3. Customer. Customer represents and warrants to Mission that: (i) the information Customer has provided and will provide to Mission for purposes of establishing and maintaining the Services is materially accurate; and (ii) it shall comply with all laws including Export Laws in connection with its use of the Services.

7.4. DISCLAIMER OF ACTIONS CAUSED BY AND/OR UNDER THE CONTROL OF THIRD PARTIES. CUSTOMER ACKNOWLEDGES THAT MISSION CANNOT CONTROL THE FLOW OF DATA TO OR FROM THE INTERNET OR THROUGH EQUIPMENT CONTROLLED BY THIRD PARTIES (INCLUDING BUT NOT LIMITED TO AWS) AND AT TIMES, ACTIONS OR INACTIONS OF SUCH THIRD PARTIES (INCLUDING BUT NOT LIMITED TO AWS) CAN IMPAIR OR DISRUPT CUSTOMER’S CONNECTIONS TO THE INTERNET (OR PORTIONS THEREOF). THEREFORE, MISSION CANNOT GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR. ACCORDINGLY, MISSION DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS AND SHALL NOT BE LIABLE FOR THE INADVERTENT DISCLOSURE, TRANSMISSION, FLOW, CORRUPTION OR ERASURE OF DATA AND CONTENT USED, ACCESSED, UPLOADED, INTERFACED WITH, TRANSMITTED, RECEIVED OR STORED ON THE THIRD PARTY HARDWARE OR THROUGH THE SERVICES BY THIRD PARTIES (INCLUDING BUT NOT LIMITED TO AWS).

7.5. NO OTHER WARRANTY. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, MISSION MAKES NO OTHER REPRESENTATIONS OR WARRANTIES AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, MISSION DISCLAIMS ANY AND ALL WARRANTIES NOT EXPRESSLY STATED HEREIN INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.

8. INTELLECTUAL PROPERTY.

8.1 Except for the rights expressly granted in these Terms and Conditions, no rights in either Party’s Intellectual Property or Confidential Information is transferred from Mission to Customer, or from Customer to Mission, and all right, title and interest in and to such Intellectual Property and Confidential Information shall remain solely with each such Party.

8.2 Customer's sole rights to the work product, materials and other deliverables to be provided or created (individually or jointly) in connection with the Services, including but not limited to, all inventions, discoveries, methods, processes, formulae, ideas, concepts, techniques, know-how, data, designs, models, prototypes, works of authorship, computer programs, proprietary tools, methods of analysis and other information (whether or not capable of protection by patent, copyright, trade secret, confidentiality, or other proprietary rights) or discovered in the course of performance of this Agreement that are embodied in such work or materials ("Work Product") will be, upon payment in full, a non-transferable, non-exclusive, royalty-free license to use such Work Products solely for Customer's internal use. Customer will have no ownership or other property rights thereto and Customer shall have no right to use any such Work Product for any other purpose whatsoever. Customer acknowledges that Mission may incorporate intellectual property created by third parties into the Work Product (“Third Party Intellectual Property”). Customer agrees that its right to use the Work Product containing Third Party Intellectual Property may be subject to the rights of third parties and limited by agreements with such third parties.

9. INDEMNIFICATION.

9.1 Mission Indemnity. Mission agrees to defend and or settle at its expense Customer and its directors, officers, employees, contractors, and agents (collectively, the “Customer Indemnified Parties”) from and against any third party claim (“Mission Claim”) arising out of (i) any injury to person or tangible personal property caused by Mission; (ii) any infringement or misappropriation of a third party’s intellectual property rights based on the use of the Services, including, without limitation, any actual or alleged infringement or misappropriation of a third party's copyright, trade secret, trademark or other proprietary right; or (iii) any violation by Mission of any applicable law, court order, rule or regulation in any jurisdiction in which the Services are performed. If any Services become, or in Mission’s reasonable opinion are likely to become, the subject of any infringement claim or action, then Mission, at its option and expense, may either: (i) procure the right to continue using same as necessary hereunder; (ii) modify same to render same non-infringing; (iii) replace same with equally suitable, functionally equivalent, compatible, non- infringing services; or (iv) if none of the foregoing are commercially reasonable, terminate these Terms and Conditions without further liability.

9.2 Customer Indemnity. Customer agrees to defend and or settle at its expense Mission and its directors, officers, employees, contractors, and agents (collectively, the “Mission Indemnified Parties”), from and against any third party claim (“Customer Claim”) arising out of: (i) any injury to person or tangible personal property caused by Customer; (ii) Customer’s use of the Services, Mission Software or Third-Party Software not arising out of any act or omission of Mission; (iii) any infringement by Customer of a third party’s intellectual property rights based on the Customer Content; (v) any violation or non-compliance by Customer with any applicable law, court order, rule or regulation in any jurisdiction; or (vi) Customer’s failure to possess valid licensing entitlements with respect to any Customer-Licensed Software.

9.3 Limitations. Notwithstanding the foregoing, Mission shall not have any liability or indemnification obligations to the Customer Indemnified Parties to the extent any Mission Claim is based in whole or in part upon or arises out of (i) use of the Services, or Third-Party Software, in combination with equipment, materials, products or software not provided by Mission where the use of the Services, or Third-Party Software, alone would not be infringing; or (ii) any repair, adjustment, modification, configuration or alteration by or for Customer pursuant to instructions provided to Mission by or for Customer; or (iii) any refusal by Customer to install and use a non-infringing version of the Services, Third-Party Software,or any part thereof (including, without limitation, any update, if such infringement could have been avoided by use of the most recent update) offered by Mission at no cost to Customer.

9.4 Notice and Procedures. The indemnity obligations set forth above are conditioned upon the applicable Indemnified Parties: (i) giving prompt written notice of any Mission Claim or Customer Claim (collectively referred to as the “Claim”) for which indemnity is sought; (ii) providing reasonable assistance in the defense of such Claim including providing all related documentation in its possession or control relating to such Claim; and (iii) allowing the indemnifying Party to solely control, at its sole cost and expense, the defense or settlement of any Claim including any appeals, provided that it is diligently pursuing such claim; and (iv) not make any settlement offers without the prior written consent of the Indemnified Parties, which shall not be unreasonably withheld. The Indemnified Parties shall have the right, but not the obligation, to participate in the defense of any Claim with counsel of their choice at their sole cost and expense.

9.5  THIS SECTION 9 STATES THE ENTIRE LIABILITY AND OBLIGATION OF THE INDEMNIFYING PARTY AND THE SOLE AND EXCLUSIVE REMEDY OF THE INDEMNIFIED PARTY WITH RESPECT TO ANY ALLEGED OR ACTUAL THIRD PARTY CLAIM IN CONNECTION WITH THESE TERMS AND CONDITIONS.

10. LIMITATIONS OF LIABILITY.

NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES UNDER THESE TERMS AND CONDITIONS OR ANY ORDERING DOCUMENT UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT, TORT (INCLUDING NEGLIGENCE), OR STRICT LIABILITY, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, CONTENT OR BUSINESS INFORMATION, LOST REVENUE, PROFITS OR SAVINGS, OR ANY LOSS THAT COULD HAVE BEEN AVOIDED BY SUCH PARTY’S USE OF REASONABLE PRECAUTIONS OR DILIGENCE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING ELSE CONTAINED IN THESE TERMS AND CONDITIONS, EXCEPT FOR A PARTY’S CONFIDENTIALITY AND INDEMNIFICATION OBLIGATIONS UNDER THESE TERMS AND CONDITIONS, THE MAXIMUM CUMULATIVE LIABILITY OF EITHER PARTY OR ITS SUPPLIERS, CONTRACTORS AND SUBCONTRACTORS ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS OR ANY ORDERING DOCUMENT FOR ANY REASON WHATSOEVER REGARDLESS OF THE FORM OF THE CAUSE OF ACTION, SHALL IN NO EVENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO MISSION FOR THE SERVICES GIVING RISE TO SUCH CLAIM DURING THE TWELVE MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO SUCH CLAIM.

THE FOREGOING SHALL IN NO WAY LIMIT MISSION’S ABILITY TO COLLECT ALL SUMS DUE OR PAYABLE UNDER THESE TERMS AND CONDITIONS.

The Parties agree that the allocations of risk made in this Section are reasonable and that they would not enter into these Terms and Conditions without these limitations on liability.

11. MISCELLANEOUS PROVISIONS.

11.1 Force Majeure. Neither party shall be in default of its obligations to the extent its performance is delayed or prevented by causes beyond its control, including but not limited to acts of God, earthquake, flood, embargo, riots, sabotage, utility or transmission failures, fire, labor disturbances, acts of war, acts of terror, radiological, nuclear, chemical, or biological attack, or spread of infectious disease, provided such party promptly notifies the other thereof and makes reasonable efforts to perform.

11.2 Assignment. Neither Party may assign these Terms and Conditions, in whole or in part, without the prior written consent of the other Party. Notwithstanding the previous sentence, either Party may transfer or assign its rights and obligations under these Terms and Conditions to an Affiliate or to an entity that acquires such Party by merger or acquisition of all or substantially all of its business or assets.

11.3 Relationship of Parties. Mission and Customer are independent contractors and these Terms and Conditions will not establish any relationship of partnership, joint venture, employment, franchise or agency between Mission and Customer. Neither Mission nor Customer will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent. There shall be no third-party beneficiaries to these Terms and Conditions. Mission and Customer agree that these Terms and Conditions is made for the benefit of the Parties and (where applicable) their successors and permitted assigns, and is not intended to benefit, or be enforceable by, anyone else.

11.4 Marketing. Customer Reference: Mission may orally refer to you as a customer in sales presentations, marketing vehicles and activities. In addition, you agree to become part of Mission's reference program by working with a representative from Mission Marketing to develop a customer profile for use on missioncloud.com and for other promotional activities. The profile will include a quote from an executive of your company and your company's logo.

11.5 Export Matters. Customer agrees to comply with all regulations and requirements of the U.S. Departments of Commerce, State and Treasury, and any other United States or foreign agencies and authorities (collectively “Export Laws”).

11.6 Personal Information. Each Party shall comply with their respective obligations under applicable personal data protection legislation. Mission does not intend to have access to personally identifiable information (“PII”) of Customer in providing the Services. To the extent Mission has access to Customer PII, such access will be incidental, and Customer will remain the data controller of Customer PII at all times.

11.7 Severability. In the event any portion of these Terms and Conditions are held to be unenforceable, the unenforceable portion shall be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the Parties and the remainder of the provisions shall remain in full force and effect. Either Party’s failure to insist upon or enforce strict performance of any provision of these Terms and Conditions, or delay in doing so, shall not be construed as a waiver of any provision or right.

11.8 Notice. Any notice to be provided pursuant to these Terms and Conditions, shall be in writing and shall be provided and deemed given (i) if by hand delivery, upon receipt thereof, or (ii) if by next day delivery service, upon such delivery as confirmed by such service. All notices shall be sent to the addresses as set forth above (or such other address as either Party may in the future provide notice of to the other Party).

11.9 Governing Law, Jurisdiction, and Venue. These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of California without regard to its choice of law principles. The Parties further consent to and agree upon exclusive jurisdiction and venue in either the federal courts sitting in the United States District Court for the Central District of California, unless no federal subject matter jurisdiction exists, then in the Superior Court of the State of California, Los Angeles County.

11.10 Entire Agreement. These Terms and Conditions including any Ordering Documents constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous written or oral discussions, negotiations, understandings or agreements regarding such subject matter. These Terms and Conditions shall not be amended except by written amendment signed by authorized representatives of Customer and Mission.

Version 1 (June 2025)