ARTICLE 1 — APPLICABILITY

1.1 Scope

These Standard Terms and Conditions (these “Standard Terms”) shall govern and apply to all products and services furnished by Innovative Data Processing Solutions LLC (“Innovative”) to you (“Customer”) pursuant to:

(a) the terms of any written request by Customer that is accepted by Innovative; or

(b) any service level agreement, statement of work, proposal, quote, purchase order, order form, or other written agreement (“Agreement”) between Innovative and Customer for the provision of products or services.

1.2 Incorporation

These Standard Terms shall supplement and be deemed incorporated into each Agreement.

1.3 Order of Precedence

In the event of any conflict or inconsistency between these Standard Terms and any Agreement, these Standard Terms shall govern unless such Agreement:

(a) expressly and specifically identifies the provision of these Standard Terms it intends to supersede; and

(b) states a clear intent to do so with respect to that specific provision only.

1.4 Acceptance

Customer’s execution of any Agreement, commencement of use of any Services, or payment of any invoice shall constitute Customer’s acceptance of these Standard Terms.

1.5 Electronic Acceptance

These Standard Terms may be accepted electronically, including by electronic signature through Docusign or a similar platform, and such electronic acceptance shall have the same legal force and effect as a handwritten signature.

ARTICLE 2 — DEFINITIONS

As used in these Standard Terms, the following terms have the meanings set forth below:

2.1 Acceptance Review Duration

Three (3) business days following delivery or presentation of work to Customer, excluding weekends and U.S. federal holidays, unless a different period is specified in the applicable Agreement.

2.2 Agreement

Any statement of work, order form, proposal, quote, purchase order, or other written agreement between Innovative and Customer for the provision of Services, Hardware, or Software, each of which incorporates these Standard Terms by reference.

2.3 AWS Funding

Any funding, credits, incentives, co-investments, reimbursements, or other financial contributions provided by Amazon Web Services, Inc. (“AWS”) to Innovative in connection with an Engagement, including without limitation funding through the AWS Migration Acceleration Program (MAP) and any other AWS partner programs under which AWS pays Innovative for services performed on behalf of or for the benefit of Customer, and any successor or similar programs. AWS Funding is granted at the sole discretion of AWS and is not guaranteed by Innovative.

2.4 Backlog

The prioritized list of Stories and associated Tasks to be performed by Innovative under a Pod Engagement, as managed and prioritized by Customer’s Product Owner.

2.5 Capacity

The fractional amount of Innovative team resources allocated to Customer under a Pod Engagement, as specified in the applicable Agreement.

2.6 Change Order

A written document prepared by Innovative to modify the scope, schedule, pricing, or other terms of an Agreement, which must be signed by authorized representatives of both parties prior to taking effect.

2.7 Cloud Management Platform (CMP)

Innovative’s cloud management software platform used to manage, monitor, and optimize Customer’s AWS environment, including features for governance, cost visibility, compliance, and automated operations. The CMP may be provided through third-party platforms (currently MontyCloud) as selected by Innovative from time to time.

2.8 Customer Background IP

Any intellectual property, data, systems, source code, databases, and other materials that Customer owned or developed prior to or independently of any Engagement.

2.9 Customer Change

Any request by Customer to pause, reduce, cancel, or otherwise modify the scope, team composition, schedule, or resources of an Engagement after the applicable Agreement has been executed, as further described in Section 17.7.

2.10 Deliverables

The specific outputs, documents, reports, configurations, code, or other work product that Innovative agrees to provide to Customer under a Project Engagement, as expressly identified and enumerated in the applicable Agreement in the section labeled “Deliverables.” For the avoidance of doubt, Pod Engagements do not include Deliverables; the output of a Pod Engagement is dictated by Customer’s Product Owner through the Sprint process and is governed by the Capacity purchased under the applicable Agreement.

2.11 Early Termination Fee

The fee payable by Customer upon termination of an Engagement during the Minimum Term, calculated as the total remaining charges that would have been due for the remainder of the Minimum Term had the Engagement continued, as further described in Section 10.1. The Early Termination Fee does not apply to Project Engagements, which are subject to the Project Termination Fee described in Section 17.5.5.

2.12 Engagement

Any project, program, or ongoing services arrangement between Innovative and Customer governed by an Agreement and these Standard Terms. An Engagement may be further characterized as a Pod Engagement, a Project Engagement, a Cloudline Engagement, or another type as defined in Article 17 or the applicable Agreement.

2.13 Engagement Output

All work, code, configurations, infrastructure-as-code, documentation, reports, analyses, and other materials created or produced by Innovative in the course of performing Services under an Agreement, regardless of the delivery model used.

(a) Project Engagements. Engagement Output includes the Deliverables as defined in the applicable Agreement.

(b) Pod Engagements. Engagement Output means the work product produced by the Pod team during each Sprint, as directed by Customer’s Product Owner, and does not imply any pre-defined or fixed set of deliverables.

(c) Clarification. The term “Deliverables” as used in any Project Engagement Agreement refers to the specific, enumerated outputs described in that Agreement and does not apply to Pod Engagements.

2.14 Estimated Engagement End Date

The estimated date for completion of an Engagement, as set forth in the applicable Agreement. The Estimated Engagement End Date is an estimate only and is not a guaranteed completion date.

2.15 Estimated Engagement Start Date

The estimated date for commencement of an Engagement, as set forth in the applicable Agreement. The Estimated Engagement Start Date is an estimate and is dependent upon Innovative resource availability and scheduling.

2.16 Hardware

Any computer and peripheral equipment and other tangible property provided to Customer under an Agreement.

2.17 Innovative Background IP

Any intellectual property, software, tools, frameworks, methodologies, know-how, or other materials that:

(a) were owned or developed by Innovative prior to the commencement of an Engagement; or

(b) are developed by Innovative independently of any Engagement and without use of Customer’s Confidential Information.

Innovative Background IP includes Reusable Components and Innovative Licensed Software.

2.18 Innovative Licensed Software

Any proprietary software product developed and owned by Innovative that is made available to customers only under a separate license agreement and for separately stated fees, including without limitation DarcyIQ, DarcyIQ MCP Studio, and any successor or similar products.

(a) Innovative Licensed Software is not included in any Engagement or Agreement unless the applicable Agreement expressly identifies the Innovative Licensed Software by name, specifies the applicable license fees, and references the separate license terms governing its use.

(b) The performance of Services under an Agreement does not grant Customer any right to use or access any Innovative Licensed Software unless expressly provided in the Agreement.

(c) The absence of any reference to Innovative Licensed Software in an Agreement means that no license to any Innovative Licensed Software is granted or implied under that Agreement.

2.19 Kickoff Date

The date specified as the Kickoff Date in the applicable Agreement. If no Kickoff Date is specified, the Kickoff Date is the date on which Innovative first begins providing Services to Customer under that Agreement.

2.20 MCS Services

Innovative’s Managed Cloud Services offering, as described in Innovative’s MCS Terms and Conditions available at https://innovativesol.com/mcsterms, as may be amended from time to time. To the extent the MCS Terms and Conditions provide for auto-renewal, the general auto-renewal framework in Section 17.3.4 shall apply as a supplement to the MCS Terms and Conditions, and in the event of any conflict, the MCS Terms and Conditions shall govern.

2.21 Minimum Term

The minimum duration of an Engagement, except Project Engagements, during which Customer is obligated to pay for Services, as specified in the applicable Agreement. The Minimum Term does not apply to Project Engagements, which are governed by Section 17.5.5.

(a) If no Minimum Term is specified in an Agreement, the Minimum Term is the full stated duration of the Agreement (e.g., from the Estimated Engagement Start Date to the Estimated Engagement End Date).

(b) If neither the Minimum Term nor the duration of the Engagement is defined in the applicable Agreement, the Minimum Term shall be three (3) months from the Kickoff Date.

(c) A “Renewal Term” is a successive period following the expiration of the initial term (or a prior Renewal Term) of an Engagement, during which the Engagement continues under the terms of the applicable Agreement and these Standard Terms. A Renewal Term applies only where auto-renewal is expressly enabled in the applicable Agreement or is specified as the default for the applicable engagement type under these Standard Terms. Each Renewal Term constitutes a new Minimum Term as further described in Section 17.3.4.

2.22 Monthly Charges

The monthly fee for an Engagement, as defined in the applicable Agreement. If Monthly Charges are not defined in the applicable Agreement, Monthly Charges shall be calculated as the Engagement Total Charges divided by the rounded number of months between the Estimated Engagement Start Date and Estimated Engagement End Date inclusive, where the rounding of number of months shall be done to the nearest tenth of a month.

2.23 Open Source Software

Any software that is distributed under a license approved by the Open Source Initiative (such as MIT, Apache 2.0, BSD, GPL, LGPL, or MPL) or that otherwise requires, as a condition of use, modification, or distribution, that such software or derivative works thereof be disclosed, distributed, made available, or licensed under terms that permit use, modification, or distribution by third parties. Open Source Software is not owned by Innovative and is not licensed by Innovative to Customer; Customer’s use of any Open Source Software is governed solely by the applicable open source license terms accompanying such software.

2.24 Pod Engagement

An Engagement that uses Innovative’s Pod delivery model, in which Customer purchases the Capacity for iterative, sprint-based delivery, and the scope of work is directed by Customer’s Product Owner on an ongoing basis.

2.25 Product Owner

The individual designated by Customer who is authorized to make decisions regarding scope, prioritization, technical requirements, Backlog management, and acceptance on Customer’s behalf under an Engagement. The Product Owner is Customer’s primary point of contact for the Engagement and is responsible for managing Customer’s obligations under the applicable Agreement.

2.26 Project Engagement

An Engagement that uses a defined-scope, deliverable-based delivery model, in which the specific Deliverables, milestones, and acceptance criteria are enumerated in the applicable Agreement.

2.27 Proprietary Third-Party Software

Software owned by a third party (other than Innovative and other than Open Source Software) that is licensed to Customer or used by Innovative in connection with the Services under a commercial license agreement with such third party. Innovative does not own Proprietary Third-Party Software and does not grant any license to it; Customer’s use of any Proprietary Third-Party Software is governed solely by the applicable third-party license terms.

2.28 Remediations

Deficiencies in Engagement Output or Deliverables identified during a Sprint review, post-release, or acceptance review process, documented as bugs and prioritized by the Product Owner for resolution within the applicable Engagement.

2.29 Resale Customer

A Customer who purchases AWS products and services through Innovative as an authorized AWS reseller.

2.30 Reusable Components

Methods, components, generic routines and subroutines, web services, generic modules and sub-modules, generic libraries, generic quality processes, generic testing procedures, frameworks, and code previously developed by Innovative that are of general applicability and are not created specifically for Customer under the applicable Agreement.

(a) Reusable Components include Innovative’s proprietary reusable tools and libraries (excluding Innovative Licensed Software).

(b) Reusable Components are part of Innovative Background IP.

(c) Reusable Components do not include Open Source Software or Innovative Licensed Software.

2.31 Services

All systems design, support, maintenance, consulting, cloud engineering, managed services, and other services performed for or provided to Customer by Innovative or its agents or representatives under any Agreement.

2.32 Software

Collectively:

(a) Engagement Output that constitutes software or code created specifically for Customer under an Agreement (i.e., Work Product);

(b) Reusable Components incorporated into such Engagement Output;

(c) Open Source Software incorporated into or delivered with such Engagement Output;

(d) Proprietary Third-Party Software incorporated into or delivered with such Engagement Output; and

(e) Innovative Licensed Software, if expressly included in the applicable Agreement.

Each category of Software is subject to its own ownership, licensing, and use terms as set forth in Article 3, and this collective definition does not create any unified license or ownership right across categories.

2.33 Sprint

A two-week iterative development period within a Pod Engagement during which the Pod team works on Backlog items as prioritized by the Product Owner.

2.34 Work Product

All Engagement Output that is created specifically for Customer under an Agreement, excluding Reusable Components, Open Source Software, Proprietary Third-Party Software, and Innovative Licensed Software.

(a) Work Product does not include any of Customer’s pre-existing intellectual property, data, or systems.

(b) In a Project Engagement, Work Product includes the Deliverables.

(c) In a Pod Engagement, Work Product includes the output of Sprint work accepted by or on behalf of Customer.

(d) Work Product is subject to assignment to Customer as provided in Section 3.2, conditioned upon full payment.

ARTICLE 3 — INTELLECTUAL PROPERTY; WORK PRODUCT; SOFTWARE

3.1 Customer Ownership of Pre-Existing IP

As between the parties, Customer retains all right, title, and interest in and to its Customer Background IP. Innovative acquires no rights in Customer Background IP by virtue of these Standard Terms or any Agreement, and nothing herein shall be construed as a transfer or license of Customer Background IP to Innovative except as strictly necessary for Innovative to perform the Services.

3.2 Work Product Ownership and Assignment

(a) Assignment. Subject to Section 3.3, all Work Product created by Innovative specifically for Customer under an Agreement shall be owned by Customer. Innovative hereby assigns to Customer all right, title, and interest in and to such Work Product, including all copyrights and other intellectual property rights therein, effective automatically upon Innovative’s receipt of full payment for the applicable Engagement. This assignment does not require any further action by Innovative beyond the delivery of the Work Product and receipt of full payment.

(b) Pre-Payment License. During the term of an Engagement and prior to receipt of full payment, Innovative grants Customer a limited, non-exclusive, non-transferable license to use any Work Product delivered to Customer solely for Customer’s internal business purposes in connection with the applicable Engagement. This license terminates automatically if Customer fails to make any payment when due and such failure is not cured within the applicable grace period.

3.3 Payment Condition on Assignment

The assignment of Work Product described in Section 3.2 is conditioned upon Innovative’s receipt of full payment for the applicable Engagement, including any amounts funded by AWS Funding that have been received by Innovative.

(a) Until full payment is received, Innovative retains all right, title, and interest in and to the Work Product, subject only to the limited license granted in Section 3.2(b).

(b) Upon receipt of full payment, the assignment is automatic and self-executing and does not require any further instrument or action by Innovative.

3.4 Innovative Background IP and Reusable Components

Innovative is and shall remain the owner of all Innovative Background IP and Reusable Components. To the extent that any Reusable Components are incorporated into Engagement Output delivered to Customer, Innovative hereby grants Customer a royalty-free, non-exclusive, non-transferable license to use such Reusable Components solely as incorporated into and as part of the applicable Engagement Output, and solely for Customer’s internal business purposes.

3.5 Open Source Software

(a) Innovative may incorporate Open Source Software into Engagement Output or use Open Source Software in the delivery of Services.

(b) Customer acknowledges that Open Source Software is licensed directly to Customer under the applicable open-source license terms, and Innovative does not and cannot grant any separate license to Open Source Software.

(c) Customer is responsible for reviewing and complying with the applicable open-source license terms with respect to any Open Source Software incorporated into Engagement Output.

(d) Customer acknowledges that certain open source licenses (including copyleft licenses such as the GPL) may impose obligations on Customer with respect to the distribution or modification of software that incorporates such Open Source Software, and Customer is solely responsible for compliance with such obligations.

(e) Innovative will use commercially reasonable efforts to use Open Source Software with permissive licenses (such as MIT, Apache 2.0, or BSD) where practicable, but does not warrant that all Open Source Software components used will be under permissive licenses.

(f) Innovative will identify any material Open Source Software components incorporated into Engagement Output upon Customer’s reasonable request.

3.6 Proprietary Third-Party Software

Proprietary Third-Party Software provided to Customer under an Agreement is licensed to Customer under the terms and conditions of the applicable third-party license agreement.

(a) Innovative does not own Proprietary Third-Party Software, does not grant any independent license to it, and makes no representations or warranties regarding it.

(b) Customer is responsible for obtaining and maintaining any required licenses directly from the applicable third-party licensor, unless the applicable Agreement expressly provides otherwise, and for reviewing and complying with the applicable third-party license terms.

3.7 Innovative Licensed Software

Customer acknowledges that Innovative Licensed Software (including DarcyIQ and DarcyIQ MCP Studio) is proprietary to Innovative and is available only under a separate license agreement with separately stated fees.

(a) No Agreement for Services grants Customer any right to use or access Innovative Licensed Software unless the Agreement expressly (i) identifies the Innovative Licensed Software by name, (ii) specifies the applicable license fees, and (iii) references or incorporates the separate license terms governing its use.

(b) Innovative’s use of Innovative Licensed Software in the performance of Services on Customer’s behalf does not constitute a license or transfer of any rights in such software to Customer.

(c) If an Agreement does not reference Innovative Licensed Software, no license to any Innovative Licensed Software is included in the Services or Engagement Output under that Agreement.

3.8 General Knowledge and Experience

(a) Innovative’s personnel may retain and use in their unaided memories general skills, knowledge, experience, and know-how of a general nature gained during the performance of Services, provided that such use does not involve the disclosure or use of Customer’s Confidential Information.

(b) Nothing in these Standard Terms shall restrict Innovative from independently developing, without use of Customer’s Confidential Information, any software, services, or solutions with the same or similar functionality as any Work Product.

3.9 Artificial Intelligence and Machine Learning

3.9.1 Prohibition on AI Processing of Customer Source Code and Databases

Innovative expressly agrees that it shall not, and shall not permit any third party to, input, upload, or otherwise process any portion of Customer’s existing proprietary application source code or existing database content (including any structured or unstructured data contained therein) into any Artificial Intelligence (AI), Machine Learning (ML), or Large Language Model (LLM) system.

(a) Scope. This prohibition applies exclusively to Customer’s pre-existing proprietary application code and databases, and does not extend to net-new infrastructure-as-code, architecture artifacts, or other Engagement Output developed by Innovative on Customer’s behalf.

(b) Prohibited Activities. This prohibition includes, without limitation:

(i) using Customer’s existing proprietary source code for automated code generation, refactoring, or suggestion tools;

(ii) using Customer’s existing database content for the training, fine-tuning, or testing of any AI/ML/LLM models; and

(iii) utilizing third-party AI services where Customer’s existing proprietary source code or database content may be retained or used for model improvement.

3.9.2 Permitted Uses of AI Tools

Notwithstanding Section 3.9.1, Innovative is expressly permitted to use Innovative-approved AI tools, including Innovative Licensed Software and other Innovative-approved AI tools, for the following purposes:

(a) development, assessment, validation, and refactoring of net-new infrastructure-as-code and architecture materials created by Innovative on behalf of Customer;

(b) improving assessment accuracy and validating architecture decisions in connection with any Engagement; and

(c) recording and transcribing project meetings for internal documentation and project management purposes.

Innovative represents and warrants that its use of AI tools shall at all times remain limited to the permitted purposes described above, and that Customer’s existing proprietary source code and database content shall not be introduced into any such tools under any circumstances.

3.9.3 No Use of Customer Data for Model Training

Innovative shall not use Customer’s Confidential Information, data, or any Work Product created specifically for Customer to train, fine-tune, or improve any artificial intelligence or machine learning models without Customer’s prior written consent.

ARTICLE 4 — AWS RESELLER SERVICES AND PAYMENT OBLIGATIONS

This Article 4 applies only to Resale Customers. Customers who access AWS services independently and do not purchase AWS through Innovative are not subject to this Article 4.

4.1 AWS Program Compliance

(a) If Customer purchases AWS products and services through Innovative as a reseller, Customer is required to review the AWS Solution Provider Program Guide for End Customers, available at https://s3-us-west-2.amazonaws.com/solution-provider-program-legal-documents/AWS+Solution+Provider+Program+-+Program+Guide+for+End+Customers.pdf (the “AWS Program Guide”), and to comply with all terms and conditions set forth in Customer’s service agreement with AWS, as the same may be amended from time to time.

(b) Customer must also maintain its own AWS account in good standing and comply with the AWS Customer Agreement (available at https://aws.amazon.com/agreement), which governs Customer’s use of AWS services regardless of whether those services are accessed through Innovative.

(c) Innovative shall not be responsible or liable for any acts or omissions of AWS, including without limitation any restriction, limitation, or termination by AWS of Customer’s rights to access and use AWS services.

4.2 Managed Services Requirement for Resale Customers

(a) Resale Customers must also subscribe to either (i) Innovative’s MCS Services or (ii) the Cloudline Services described in Article 5.

(b) Innovative will not activate or maintain an AWS reseller relationship with any Customer that does not maintain one of these managed services subscriptions.

(c) If a Resale Customer terminates its MCS Services or Cloudline Services subscription for any reason, Innovative may terminate the AWS reseller relationship upon thirty (30) days’ written notice to Customer.

4.3 Customer Payment Obligations for AWS Services

(a) Responsibility. Customer is solely responsible for any and all amounts due and owing for Customer’s use of AWS products and services, whether or not accessed through Innovative’s CMP, including without limitation Customer’s AWS spend and any balance due and owing to AWS by Customer for Customer’s use of AWS products and services prior to the execution of any reseller authorization or channel partner documentation designating Innovative as the authorized AWS reseller for Customer.

(b) No Assumption of Liability. Innovative does not assume or accept any responsibility or liability for amounts due and owing for Customer’s use of AWS products and services.

(c) Indemnification. Customer agrees to indemnify, defend, and hold harmless Innovative from and against any and all claims, actions, damages, liabilities, costs, and expenses (including attorneys’ fees, court costs, and amounts paid in settlement), penalties, interest, fines, or other amounts incurred by Innovative as a result of Customer’s failure to pay timely and fully all amounts due and owing for Customer’s use of AWS products and services, including without limitation reimbursement of any amounts paid by Innovative to AWS on Customer’s behalf.

4.4 Termination of AWS Access for Non-Payment

(a) First Notice — Suspension. If Customer fails to timely pay in full any invoice rendered by Innovative in accordance with the payment terms set forth herein, Innovative will provide Customer with written notice of such non-payment. If Customer does not cure the payment default within five (5) business days of such notice, Innovative may suspend or terminate Customer’s access to all AWS services and Innovative’s CMP, and Innovative shall have no further obligation to Customer nor any liability for any damages Customer may suffer or incur as a result of such suspension or termination.

(b) Second Notice — Permanent Removal. If the payment default remains uncured after suspension under Section 4.4(a), Innovative may provide Customer with a second written notice stating Innovative’s intent to permanently remove Customer’s AWS resources to prevent the ongoing accrual of new charges. If Customer does not cure the payment default within five (5) business days of this second notice, Innovative may proceed with permanent removal of Customer’s AWS resources.

(c) Customer Responsibility. Customer is solely responsible for maintaining backups of its data and for retrieving any data prior to the expiration of the applicable cure period. Innovative shall have no liability for any loss of data or other damages resulting from such removal.

(d) Preservation of Other Remedies. Innovative’s rights under this Section do not limit any other remedies available to Innovative for Customer’s non-payment.

ARTICLE 5 — CLOUDLINE SERVICES

5.1 Automatic Inclusion

(a) Unless an Agreement expressly and specifically excludes Cloudline Services in writing, every Customer entering into an Agreement with Innovative is automatically enrolled in Cloudline Services at no additional cost to Customer for the base service described in Section 5.2.

(b) If an Agreement does not specify the AWS accounts to be covered by Cloudline, Cloudline Services will apply to all of Customer’s AWS accounts managed or resold by Innovative. Customer may identify specific AWS accounts to be covered in the applicable Agreement or a separate Order Form.

(c) As a condition of enrollment, Customer must complete, execute, and return to Innovative the AWS MSP Proof of Management form as described in Section 5.3.

(d) Innovative’s participation in AWS partner programs generates incentives that enable Innovative to provide Cloudline Services at no additional cost and to offer Engagements covered in whole or in part by AWS Funding. Customer’s participation in Cloudline Services is a required condition of any Engagement or AWS reseller relationship with Innovative, unless expressly excluded in writing, and is a mandatory component of any Engagement that includes AWS Funding.

5.2 Description of Cloudline Services

Cloudline is Innovative’s AI-powered managed services offering for AWS environments. Innovative will provide Customer with the following services (collectively, the “Cloudline Services”):

5.2.1 Experts on Demand

(a) Customer may contact Innovative’s cloud engineering team by calling 1-445-CLOUDLN (1-445-256-8356).

(b) Innovative will provide Customer with one (1) hour of cloud engineering time per calendar month at no additional charge. Customer may choose to utilize this included hour or not; there is no obligation to use it. Unused included monthly hours do not roll over and expire at the end of each calendar month.

(c) If Customer requires additional time beyond the included monthly hour, Customer may purchase additional blocks of hours through the AWS Marketplace, using an order provided by Innovative to Customer upon request, with Customer’s prior approval.

(d) The Experts on Demand service is intended for questions or support related to AWS services that are outside the scope of an active Engagement. If Customer has an active Pod Engagement or Project Engagement, questions related to that Engagement should be directed to Customer’s assigned project manager. If Customer has other active services with Innovative (such as MCS Services), questions within the scope of those services should be directed to Customer’s assigned Technical Account Manager (TAM).

5.2.2 24×7 Monitoring and Observability

Innovative will provide Customer with real-time monitoring and observability of Customer’s AWS account(s) using automated AI-powered tools, including metrics, logs, and traces. Innovative does not guarantee that all issues will be identified or that monitoring will prevent all outages or performance degradations.

5.2.3 Infrastructure Management and Optimization

(a) Innovative will monitor Customer’s AWS infrastructure for performance, reliability, and resource utilization, and will provide scalable architecture recommendations, right-sizing recommendations, and continuous fine-tuning using the CMP at no additional cost to Customer.

(b) Customer acknowledges that recommendations are advisory in nature and that Customer retains sole responsibility for approving and implementing any changes to its infrastructure.

5.2.4 Cost Management and FinOps

Innovative will provide Customer with cost optimization recommendations, including identification of waste, reserved capacity recommendations, and best practice checks, using the CMP. Innovative does not guarantee any specific cost savings.

5.2.5 Well-Architected Reviews

(a) Innovative will conduct periodic architectural assessments of Customer’s AWS environment based on the AWS Well-Architected Framework, evaluating Customer’s environment against the five pillars: security, reliability, performance efficiency, cost optimization, and operational excellence.

(b) Innovative will provide Customer with a written report identifying infrastructure gaps and providing actionable remediation recommendations.

(c) The frequency of Well-Architected Reviews will be as agreed between the parties or as set forth in the applicable Agreement.

5.3 AWS Partner of Record Designation

(a) As a condition of receiving Cloudline Services, Customer agrees to complete, execute, and return to Innovative the “AWS MSP Proof of Management” form, available at https://innovativesol.com/awsmsp (or such successor URL as Innovative may designate), or such other documentation as AWS may require from time to time.

(b) This form designates Innovative as Customer’s partner of record with AWS. Customer acknowledges that this designation may affect Customer’s relationship with AWS and any other AWS partners.

(c) The partner of record designation shall remain in effect for the duration of the Cloudline Services term and shall not be revoked by Customer during such term except in connection with a termination of the Cloudline Services in accordance with Section 5.8.

5.4 Customer Responsibilities

Customer is responsible for:

(a) maintaining valid and active AWS account(s) in good standing;

(b) providing Innovative with the administrative access to Customer’s AWS account(s) necessary for Innovative to perform the Cloudline Services;

(c) ensuring that all AWS accounts to be covered by Cloudline are identified to Innovative; and

(d) promptly notifying Innovative of any changes to Customer’s AWS environment that may affect the Cloudline Services.

5.5 Scope Limitations

The Cloudline Services are limited to management and optimization of Customer’s existing AWS environment. The following are expressly outside the scope of Cloudline Services unless separately agreed in writing:

(a) application development or code changes;

(b) major infrastructure redesigns or migrations;

(c) management of non-AWS cloud environments;

(d) management of AWS accounts not known to or identified for Innovative;

(e) incident response for issues caused by Customer’s own actions or third-party software not managed by Innovative; and

(f) any services requiring more than the included monthly hour, which may be purchased separately.

5.6 Emergency Response

(a) In the event of a critical security incident or outage affecting Customer’s AWS environment, Innovative will take remedial action upon Customer’s request. Customer may initiate an emergency request by calling 1-445-CLOUDLN (1-445-256-8356) or by contacting Innovative through any other method specified in the applicable Agreement.

(b) Innovative will use commercially reasonable efforts to respond to emergency requests promptly.

(c) Customer acknowledges and agrees that any remedial action taken by Innovative pursuant to Customer’s request under this Section is taken at Customer’s direction and risk, and Innovative shall not be liable for any damages, data loss, service interruptions, or other consequences arising from or related to actions taken by Innovative in good faith at Customer’s request in response to an emergency.

(d) Customer is solely responsible for assessing the potential impact of any emergency remedial action prior to requesting it.

5.7 Fees and Payment

(a) The Cloudline Services are provided at no additional charge to Customer for the one (1) included hour of Experts on Demand time per calendar month. All other Cloudline Services described in Section 5.2 are included as part of the overall Engagement or reseller relationship at no separate charge.

(b) Additional blocks of Experts on Demand time beyond the included monthly hour may be purchased through the AWS Marketplace at the rates set forth in the applicable listing.

(c) All fees for additional capacity are subject to the payment terms set forth in Article 9.

5.8 Term and Termination of Cloudline

(a) Initial Term. The term of Cloudline Services shall be as set forth in the applicable Agreement. If no term is specified, the initial term is one (1) year from the effective date of the applicable Agreement.

(b) Renewal. After the initial term, Cloudline Services will renew automatically in accordance with Section 17.3.4, with a Renewal Term of one (1) year and a Non-Renewal Notice Period of ninety (90) days. The pricing provisions of Section 17.3.4(d) apply to Cloudline renewals.

(c) Cancellation. Customer may cancel the Cloudline Services for any reason or no reason upon ninety (90) days’ prior written notice to Innovative.

(d) Termination for Cause. Termination of Cloudline Services for cause or for non-payment is governed by Article 10.

(e) Accrued Fees. Upon termination for any reason, Customer remains responsible for all fees accrued through the effective date of termination.

5.9 Post-Engagement Billing Data Access

(a) Grant of Access. Upon the completion or termination of any Engagement or Cloudline Services, Customer grants Innovative read-only access to Customer’s AWS billing data for a period of twelve (12) months following the later of (i) the effective date of completion or termination of the applicable Engagement, or (ii) the termination of the Cloudline Services (the “Billing Access Period”).

(b) Scope of Access. This access is limited solely to Customer’s AWS billing and consumption data (e.g., read-only access to AWS Cost Explorer or AWS Cost and Usage Reports) and does not extend to Customer’s applications, infrastructure, source code, or other non-billing data.

(c) Purpose. The purpose of this access is solely to (i) ensure and monitor compliance with AWS Funding programs applicable to the Engagement; and (ii) report actual AWS consumption to AWS as required by applicable AWS partner programs.

(d) No Consumption Requirement. No particular level of AWS consumption is required of Customer during the Billing Access Period.

(e) Customer Election. Customer may, at its election, limit Innovative’s access to billing data only while revoking any broader access rights.

(f) Use Restrictions. Innovative shall use billing data accessed pursuant to this Section solely for the purposes described herein, shall not use such billing data to market, advertise, or solicit additional services to Customer beyond those contemplated by the applicable Agreement, and shall treat such data as Customer’s Confidential Information.

5.10 No Guarantee of Uptime or Performance

Innovative does not guarantee any specific level of uptime, performance, or availability of Customer’s AWS environment as part of the Cloudline Services. The performance of Customer’s AWS environment depends on many factors outside Innovative’s control, including AWS infrastructure, Customer’s application design, and Customer’s own actions.

5.11 Third-Party Tools

Innovative may use third-party tools and platforms (including MontyCloud and other cloud management platforms) to deliver the Cloudline Services. Innovative reserves the right to change the third-party tools used upon reasonable notice to Customer, provided that any replacement tools provide substantially equivalent functionality.

5.12 Data and Monitoring

(a) In connection with providing Cloudline Services, Innovative will have access to metrics, logs, traces, cost data, configuration data, and other data from Customer’s AWS environment (“Monitoring Data”).

(b) Innovative will use Monitoring Data solely for the purpose of providing the Cloudline Services and fulfilling its obligations under these Standard Terms and applicable AWS partner program requirements.

(c) Innovative will not use Monitoring Data for any other purpose, including training AI models, without Customer’s prior written consent.

(d) All Monitoring Data is Customer’s Confidential Information and will be handled in accordance with Article 12.

(e) Innovative will maintain commercially reasonable security measures to protect Monitoring Data from unauthorized access or disclosure.

ARTICLE 6 — SCHEDULE

6.1 Commercially Reasonable Efforts

Innovative will use commercially reasonable efforts to perform Services and provide Hardware in accordance with the schedule set forth in the applicable Agreement. Innovative shall not be responsible for delays that are beyond its control or that result from the delay or fault of Customer or any third party.

6.2 No Service Level Obligation

These Standard Terms do not create any service level obligation. Any service level commitments, uptime guarantees, or performance standards applicable to the Services shall be set forth exclusively in the applicable Agreement. In the absence of an express service level commitment in an Agreement, Innovative’s sole obligation with respect to schedule is to use commercially reasonable efforts.

ARTICLE 7 — COOPERATION

Customer and Innovative agree that the successful completion of Services requires their full and mutual good faith cooperation.

(a) Customer understands that Innovative will rely on the information furnished by Customer concerning its needs, existing resources, and systems.

(b) Customer agrees to make available to Innovative access to Customer’s systems and files, and the cooperation of Customer’s personnel, as Innovative may reasonably request in order to provide Services.

(c) The parties agree to work together in good faith if unforeseen circumstances or unanticipated developments occur during the pendency of any Engagement, which may result in a modification of scope, scheduling, pricing, or acceptance criteria.

ARTICLE 8 — ACCEPTANCE

8.1 Acceptance Review Duration

The Acceptance Review Duration applies to all Engagements unless the applicable Agreement specifies a different period.

8.2 Deemed Acceptance

(a) Any Engagement Output, Deliverable, or other work presented to Customer that is not explicitly disputed or rejected by Customer in writing within the Acceptance Review Duration will be deemed accepted by Customer.

(b) If Customer does not respond at all within the Acceptance Review Duration — whether by acceptance, rejection, or request for clarification — such silence constitutes deemed acceptance.

(c) Customer is not required to provide affirmative sign-off to effectuate deemed acceptance; the absence of a timely written dispute or rejection constitutes acceptance.

(d) Customer’s use of any Engagement Output in a production environment or for any business purpose shall also constitute acceptance.

(e) Deemed acceptance triggers any associated payment milestone as set forth in the applicable Agreement.

8.3 Dispute Process

(a) Notice. If Customer wishes to dispute or reject any work, Customer must provide written notice to Innovative within the Acceptance Review Duration, specifically identifying the work disputed and the basis for the dispute, which must be limited to the permissible grounds set forth in Section 8.4.

(b) Good Faith Discussion. The parties will meet within five (5) business days to discuss the dispute in good faith.

(c) Escalation. If the parties cannot resolve a dispute within ten (10) business days of the initial dispute notice, either party may escalate the dispute to senior management of both parties for resolution.

(d) Further Remedies. If senior management cannot resolve the dispute within an additional ten (10) business days, either party may pursue its remedies under Article 18.

8.4 Grounds for Dispute

The permissible grounds for disputing work vary by Engagement type:

8.4.1 Pod Engagements

(a) Disputes are limited to claims that:

(i) the work was not performed in a professional and workmanlike manner by qualified personnel; or

(ii) Innovative failed to provide the total Capacity specified in the applicable Agreement as averaged over the entire duration of the Agreement.

(b) Capacity may be delivered in variable amounts across individual weeks or Sprints, and Innovative’s obligation is satisfied so long as the total Capacity is delivered as averaged over the full Engagement term.

(c) Customer may not dispute work on the grounds that it contains bugs or defects, as the presence of bugs and defects in iterative development work is expected and is addressed through the Remediations process described in Section 17.4.

(d) Customer may not dispute work on the grounds that a particular output was not completed by a particular date, as Pod Engagements do not carry date-specific delivery commitments.

(e) Any Sprint Engagement Output not explicitly disputed by Customer within three (3) business days after the Sprint review ceremony will be deemed accepted.

8.4.2 Project Engagements

(a) Disputes are limited to claims that a Deliverable contains specific, identified defects relative to the requirements set forth in the applicable Agreement.

(b) Innovative shall make revisions if necessary, or notify Customer if a defect will be corrected within an additional Acceptance Review Duration or if such work shall be considered a Customer Change.

8.4.3 Other Engagements

For Engagements that are not Pod Engagements or Project Engagements, disputes are limited to claims that the work was not performed in a professional and workmanlike manner.

8.5 Acceptance and Force Majeure

Acceptance of delivery of any goods or services shall also constitute a waiver and release of Innovative by Customer for any claim for damages, setoff, discount, or other liability on account of delay caused by events described in Article 15.

ARTICLE 9 — PAYMENT

9.1 General Payment Terms

Customer shall pay Innovative in such amounts and at such times as set forth in the applicable Agreement. If the applicable Agreement does not specify payment terms, the default payment terms are Net 15, meaning that all invoices are due and payable within fifteen (15) calendar days of the invoice date.

9.2 Late Payment and Service Cessation

(a) Due Date. All Services Invoices must be paid by the due date as set forth in the invoice (or, if no due date is stated, within fifteen (15) calendar days of the invoice date).

(b) Grace Period. Innovative provides a five (5) day grace period after the due date before exercising its remedies under this Section. The grace period begins on the due date stated on the invoice, not on the date the invoice is issued.

(c) Cessation and Reinstatement. If Customer fails to pay any Services Invoice within five (5) days of the applicable due date, Innovative shall, immediately upon notice to Customer, cease providing such services unless and until Customer pays to Innovative:

(i) a reinstatement fee equal to the greater of (A) the pause fee or reinstatement fee as set forth in the Agreement, or (B) $5,000 for each week (or partial week) in which payment is not received (if no fee is specified in the Agreement, the default reinstatement fee is $5,000 per week); and

(ii) the full amount outstanding under the applicable unpaid invoice and any late charges as set forth below.

(d) Suspension. If Customer fails to pay any invoice within five (5) days of the applicable invoice due date, Innovative may restrict, suspend, limit, or terminate Customer’s use of Innovative’s services immediately upon notice to Customer. For Resale Customers, this includes the right to restrict, suspend, limit, or terminate Customer’s access to AWS services and Innovative’s CMP; provided, however, that the permanent removal of Customer’s AWS resources is governed by the specific procedures set forth in Section 4.4.

9.3 Late Charges

Any invoice not timely paid shall bear a contractual late charge from the due date of the invoice in an amount equal to 1.3% per month of the overdue amount. The parties acknowledge that this late charge is a contractual fee and not interest, and is a reasonable estimate of Innovative’s administrative costs and losses associated with late payment.

9.4 Billing Disputes

(a) Customer agrees to notify Innovative in writing of any billing dispute within ten (10) days of the invoice date and to work in good faith to resolve such dispute before initiating any chargeback or dispute with Customer’s financial institution.

(b) Customer may not initiate a chargeback or dispute with Customer’s credit card company, bank, or other financial institution without first providing written notice to Innovative and allowing Innovative ten (10) business days to respond and attempt to resolve the dispute.

(c) Initiating a chargeback for a valid charge without first attempting direct resolution is a breach of these Standard Terms and may result in suspension of services.

(d) Nothing herein shall be construed to limit Customer’s rights under applicable payment card network dispute resolution programs, but Customer agrees to exhaust direct resolution efforts with Innovative before exercising such rights.

9.5 Travel Expenses

If an Agreement specifies that travel is required or contemplated as part of the Engagement, Customer shall reimburse Innovative for all reasonable travel expenses incurred by Innovative personnel in connection with such travel at Innovative’s then-current standard reimbursement rates. This Section applies only to Engagements where travel is specified in the applicable Agreement.

9.6 Taxes

Customer shall pay (and indemnify Innovative against any additional taxes, fees, fines, penalties, interest, or other amounts that may become due and payable in the event of Customer’s non-payment of) all sales, use, transfer, and other taxes, whether federal, state, or local, however designated, which are levied or imposed by reason of the transactions under these Standard Terms, except for income taxes on Innovative’s profits. Customer expressly authorizes Innovative to charge any credit, debit, bank, or charge card provided by Customer for any amounts due.

9.7 Collection Costs

Customer shall reimburse Innovative for its attorneys’ fees and other costs and expenses incurred to collect any past-due amounts.

9.8 Payment Application

Innovative shall apply all payments received first against any service charges, expenses (including attorneys’ fees), late charges, and contractual fees, then to the principal amounts due starting with the oldest invoice(s). Customer acknowledges that this payment application order means that payments may not reduce the oldest principal balance until all accrued charges have been satisfied.

9.9 License Remedies for Non-Payment

(a) To the extent that Innovative has granted Customer a license to any Innovative Licensed Software or Reusable Components under an Agreement, Innovative reserves the right to suspend or terminate such license upon Customer’s failure to pay any invoice when due and failure to cure within the applicable grace period, without further notice to Customer.

(b) Innovative will reinstate any suspended license promptly upon receipt of all overdue amounts.

(c) This remedy is in addition to, and does not limit, any other remedies available to Innovative for non-payment. No delay on the part of Innovative in exercising this right shall constitute a waiver thereof.

(d) This Section does not affect Customer’s ownership of Work Product that has been fully paid for and assigned to Customer under Section 3.2; it applies only to licenses for Reusable Components, Proprietary Third-Party Software, and other materials that remain the property of Innovative or third parties.

ARTICLE 10 — TERMINATION

10.1 Minimum Term and Early Termination Fee

(a) Minimum Term. Each Engagement is subject to the Minimum Term. Customer may not cancel, reduce, or terminate an Engagement during the Minimum Term except upon payment of the Early Termination Fee. Project Engagements are not subject to the Minimum Term and are instead governed by Section 17.5.5.

(b) Nature of Fee. The Early Termination Fee is not a penalty but a reasonable estimate of Innovative’s losses from early termination, including resource reallocation costs and lost revenue.

(c) Calculation. The remaining charges used to calculate the Early Termination Fee are the Monthly Charges multiplied by the number of full and partial months remaining in the Minimum Term.

(d) No Proration. Any fees resulting from a termination within the Minimum Term will not be prorated.

(e) AWS Funding Impact. For Engagements with AWS Funding, Customer acknowledges that early termination may result in partial delivery of the Engagement scope, and that AWS Funding programs may not release funds to Innovative for work that is incomplete or for milestones that have not been signed off by Customer. To the extent AWS does not pay Innovative any AWS Funding amounts that were anticipated under the applicable Agreement as a result of Customer’s early termination, Customer shall be responsible for paying such amounts directly to Innovative in addition to any Early Termination Fee. This obligation reflects the fact that Innovative’s pricing under the Agreement was structured in reliance on the receipt of AWS Funding for the full Engagement, and Customer’s early termination should not cause Innovative to bear the loss of anticipated AWS Funding. Any amounts paid by Customer under this paragraph are subject to the refund provisions of Section 17.2 if Innovative subsequently receives payment from AWS for such amounts.

10.2 Termination by Innovative for Convenience or Cause

(a) Convenience Termination. Innovative may terminate any Agreement upon fifteen (15) days’ written notice to Customer for any reason or no reason, including without limitation:

(i) Innovative determines, in its reasonable judgment, that the Engagement is no longer commercially viable;

(ii) Customer’s conduct, responsiveness, or cooperation materially impairs Innovative’s ability to perform the Services;

(iii) Customer undergoes a material adverse change in its financial condition;

(iv) a change of control of Customer occurs; or

(v) continued performance would, in Innovative’s reasonable judgment, create material legal, regulatory, or reputational risk for Innovative.

(b) Cause Termination. Innovative may also terminate any Agreement immediately upon written notice if Customer fails to fulfill any material obligation contained in these Standard Terms or in any other Agreement.

(c) Refund. Upon termination by Innovative under this Section (other than for Customer’s material breach or non-payment), Innovative will refund to Customer a pro-rata portion of any prepaid fees for Services not yet performed as of the effective date of termination, less any amounts owed by Customer to Innovative.

(d) AWS Funding Cooperation. To the extent Innovative has received AWS Funding attributable to work not yet performed, Innovative will cooperate with Customer and AWS in good faith to facilitate the return or reallocation of such unused AWS Funding in accordance with applicable AWS program requirements.

(e) No Refund for Breach. No refund is due if termination is the result of Customer’s material breach or non-payment.

10.3 Termination by Customer After Minimum Term

After the expiration of the Minimum Term, Customer may terminate an Engagement for any reason upon thirty (30) days’ written notice to Innovative. Cancellation after the Minimum Term is prorated on a whole-month basis, with full charges from the execution date of the Agreement through the end of the month in which cancellation is effective. Termination of Project Engagements by Customer is governed by Section 17.5.5.

10.4 Termination for Cause by Customer

(a) Customer may terminate an Agreement for cause upon thirty (30) days’ written notice if Innovative materially breaches the Agreement or these Standard Terms and fails to cure such breach within the thirty (30) day notice period.

(b) If Customer terminates for cause under this Section, no Early Termination Fee shall apply, and Innovative will refund to Customer a pro-rata portion of any prepaid fees for Services not yet performed as of the effective date of termination.

10.5 Post-Termination Cooperation

Notwithstanding any termination of an Agreement for any reason, Customer shall continue to provide sign-off on milestone completion and such other documentation as Innovative or AWS may reasonably request in connection with AWS Funding programs applicable to the terminated Engagement. This obligation survives termination and applies to all work performed prior to the effective date of termination.

10.6 Effect of Termination

After termination by either party for any reason, Innovative shall retain the right to recover all accrued charges due and owing by Customer to Innovative through the effective date of termination, including any applicable Early Termination Fee. Customer agrees that it waives any right it may have to offset fees payable by Customer to Innovative against amounts owed by Innovative to Customer, except that Customer may offset against amounts owed to Innovative any undisputed, liquidated amounts that Innovative has expressly acknowledged in writing as being owed to Customer.

10.7 Post-Termination Data

(a) Retrieval Period. Upon termination of any Agreement, Customer retains the right to access and retrieve its data from Innovative’s systems for a period of thirty (30) days following the effective date of termination.

(b) Resale Customers. For Resale Customers, this includes read-only access to Customer’s data stored on AWS systems managed through Innovative during this period, at Customer’s expense. Innovative will cooperate in good faith to facilitate Customer’s transition to a new reseller or direct AWS relationship, but such cooperation is limited to providing read-only access to Customer’s data and does not include active migration assistance, re-platforming, or other professional services, which would require a separate Agreement.

(c) Deletion. After the thirty (30) day period, Innovative has no obligation to retain or provide access to Customer’s data, and may delete Customer’s data in accordance with its data retention policies and applicable law. Innovative shall have no liability for the deletion of Customer data after the expiration of this retrieval period.

10.8 Survival

The following provisions shall survive the termination or expiration of any Agreement for any reason: Articles 2 (Definitions), 3 (Intellectual Property), Section 5.9 (Post-Engagement Billing Data Access), Article 9 (Payment, with respect to amounts accrued prior to termination), Article 10 (Termination, post-termination obligations), Article 11 (Warranties; Disclaimers; Limitation of Liability), Article 12 (Confidentiality), Article 13 (Data Privacy), Article 14 (Innovative Personnel), Article 15 (Delays, Defaults, and Force Majeure), Article 16 (Intellectual Property Infringement), Section 17.5.5 (Non-Cancellation; Project Termination Fee), Article 18 (General), and any other provision that by its nature is intended to survive termination.

ARTICLE 11 — WARRANTIES; DISCLAIMERS; LIMITATION OF LIABILITY

11.1 Third-Party Disclaimers

Innovative does not provide any warranty as to Hardware, Proprietary Third-Party Software, or services provided by third parties, including but not limited to any cloud-based services. Customer understands that it is to look only to the warranties, if any, provided by the manufacturers of such Hardware and the providers of any such Proprietary Third-Party Software or third-party services.

11.2 Disclaimer of Warranties

EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN OR IN ANY AGREEMENT, INNOVATIVE DOES NOT MAKE ANY, AND EXPRESSLY DISCLAIMS ALL, WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.

11.3 Limitation of Liability

(a) No Indirect Damages. NEITHER PARTY SHALL HAVE LIABILITY WITH RESPECT TO THE SERVICES, SOFTWARE, HARDWARE, OR ANY OTHER OBLIGATION UNDER ANY AGREEMENT OR OTHERWISE FOR LOST PROFITS OR FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR OTHER INDIRECT DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) Written Warranty. ANY SEPARATE WRITTEN WARRANTY, IF APPLICABLE, IS IN LIEU OF ALL LIABILITIES OR OBLIGATIONS OF INNOVATIVE FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE DEVELOPMENT, DELIVERY, USE, OR PERFORMANCE OF THE SOFTWARE, SERVICES, HARDWARE, AND ANY AND ALL OTHER GOODS AND SERVICES NOW OR IN THE FUTURE PROVIDED BY INNOVATIVE.

(c) Aggregate Cap. IN ANY EVENT, THE AGGREGATE LIABILITY OF EITHER PARTY TO THE OTHER FOR ANY REASON AND UPON ANY CAUSE OF ACTION WHATSOEVER SHALL BE LIMITED TO THE TOTAL AMOUNT OF ALL PAYMENTS RECEIVED BY INNOVATIVE FROM OR ON BEHALF OF CUSTOMER UNDER THE APPLICABLE AGREEMENT(S) GIVING RISE TO THE CLAIM, INCLUDING WITHOUT LIMITATION ANY AMOUNTS PAID BY AWS OR OTHER THIRD PARTIES ON CUSTOMER’S BEHALF THROUGH AWS FUNDING OR SIMILAR PROGRAMS, WITHIN THE IMMEDIATELY PRECEDING SIX (6) MONTH PERIOD.

11.4 Exceptions to Limitation

The limitation of liability set forth above shall not apply to, and shall not limit either party’s liability for:

(a) fraud or willful misconduct;

(b) a party’s breach of its confidentiality obligations under Article 12;

(c) Customer’s obligation to pay any amounts due and owing under Article 9; or

(d) Customer’s indemnification obligations under Section 13.1 with respect to Customer’s failure to comply with applicable Privacy Laws.

11.5 Warranty Voiding

(a) Any and all warranties, if any, contained in these Standard Terms or in any Agreement shall terminate and become null and void if any unauthorized modifications are made to Innovative Licensed Software or Hardware by any party other than Innovative, or if Innovative Licensed Software or Hardware is used other than in accordance with the specifications or documentation provided by Innovative.

(b) Customer may freely modify Work Product that has been assigned to Customer, and such modification does not void any warranty except with respect to the specific modifications made by Customer.

(c) This provision does not apply to Open Source Software or Reusable Components incorporated into Engagement Output, which are governed by their respective license terms.

ARTICLE 12 — CONFIDENTIALITY

12.1 Definition of Confidential Information

“Confidential Information” means any non-public, proprietary, or confidential information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) in connection with an Agreement or these Standard Terms, whether disclosed orally, in writing, electronically, or by any other means, and whether or not marked as “confidential,” including without limitation:

(a) business plans, financial information, technical data, trade secrets, customer lists, and software; and

(b) the terms, pricing, fees, rates, payment schedules, and other commercial terms and contents of any Agreement or proposal provided by Innovative to Customer.

12.1.1 Exclusions

Confidential Information does not include information that:

(a) is or becomes publicly available through no fault of the Receiving Party;

(b) was rightfully known to the Receiving Party prior to disclosure by the Disclosing Party, as evidenced by written records;

(c) is rightfully received by the Receiving Party from a third party without restriction on disclosure;

(d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as evidenced by written records; or

(e) is required to be disclosed by applicable law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement (to the extent permitted by law) and cooperates with the Disclosing Party in seeking a protective order or other appropriate relief.

12.2 Obligations

Each party agrees to:

(a) hold the other party’s Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, and in no event less than a commercially reasonable degree of care;

(b) not disclose the other party’s Confidential Information to any third party without the Disclosing Party’s prior written consent, except as permitted in Section 12.3; and

(c) use the other party’s Confidential Information solely for the purpose of performing its obligations or exercising its rights under the applicable Agreement.

12.3 Permitted Disclosures

Each party may disclose the other party’s Confidential Information to its employees, contractors, agents, and advisors who have a legitimate need to know such information for purposes of the applicable Agreement, provided that such persons are bound by confidentiality obligations no less protective than those set forth in this Article 12. Each party is responsible for any breach of this Article 12 by its employees, contractors, agents, and advisors.

12.4 Duration

The obligations of confidentiality set forth in this Article 12 shall continue for a period of three (3) years following the termination or expiration of the applicable Agreement, except that obligations with respect to trade secrets shall continue for so long as the information remains a trade secret under applicable law.

12.5 Innovative Software

Innovative Background IP, Reusable Components, and Innovative Licensed Software constitute valuable and proprietary assets of Innovative. Customer agrees not to sell, transfer, publish, disclose, display, or otherwise make available to others any source code, object code, documentation, or other material relating to Innovative’s proprietary software, and to use a degree of care at least as great as it uses with its own confidential information (and no less than a commercially reasonable degree of care) to preserve the confidentiality thereof.

12.6 Residuals

Either party’s personnel may retain and use in their unaided memories general skills, knowledge, experience, and know-how of a general nature gained during the performance of Services (“Residual Knowledge”), provided that:

(a) such individuals have not intentionally memorized Confidential Information for the purpose of retaining and subsequently using it; and

(b) such use does not involve the disclosure or use of the other party’s specific Confidential Information or trade secrets.

This Section 12.6 does not grant either party any license under the other party’s intellectual property rights.

12.7 Relationship to Separate NDA

These Standard Terms are deemed to incorporate and shall be subject to the terms and conditions of any separate confidentiality and non-disclosure agreement entered into by and between Innovative and Customer. In the event of any conflict or inconsistency between such separate agreement and this Article 12, the terms of the separate agreement shall govern with respect to confidentiality.

ARTICLE 13 — DATA PRIVACY

13.1 Customer Compliance with Privacy Laws

(a) Notice and Consent. Customer acknowledges and agrees that, during the course of Innovative’s provision of Services, Innovative may have access to or be privy to certain private or confidential information that is protected by various federal, state, and/or local laws (“Privacy Laws”), which may require that Customer provide notice to and/or receive express authorization, consent, or permission from those individuals to whom the information pertains (“Protected Individuals”). Customer acknowledges, agrees, represents, and warrants that it will obtain all required notices, consents, authorizations, and permissions from each and all Protected Individuals as required by applicable Privacy Laws, and shall provide full and true copies of such documentation to Innovative upon request.

(b) Indemnification. Customer agrees to indemnify, defend, and hold harmless Innovative and its affiliates and their respective officers, shareholders, directors, employees, representatives, and agents (collectively, “Innovative Indemnified Parties”) from and against any and all third-party claims, demands, proceedings, suits, and actions, including any related liabilities, obligations, losses, damages, fines, judgments, settlements, charges, costs, and expenses (including attorneys’ and accountants’ fees) (“Claims”), incurred by or asserted against any of the Innovative Indemnified Parties to the extent such Claims relate to, arise out of, or result from Customer’s failure to comply with all applicable Privacy Laws. Customer’s indemnification obligations under this Section 13.1 are not subject to the limitation of liability set forth in Section 11.3.

13.2 Innovative’s Data Processing Obligations

To the extent Innovative processes personal information on behalf of Customer in connection with the Services, Innovative shall:

(a) process such personal information only as necessary to perform the Services and in accordance with Customer’s documented instructions;

(b) implement and maintain commercially reasonable technical and organizational security measures to protect personal information from unauthorized access, disclosure, alteration, or destruction;

(c) not sell, share, or otherwise disclose personal information to third parties except as necessary to perform the Services or as required by applicable law; and

(d) promptly notify Customer if Innovative receives a request from a data subject exercising rights under applicable Privacy Laws with respect to personal information processed on Customer’s behalf.

13.3 U.S. State Privacy Laws

To the extent Innovative processes personal information subject to applicable U.S. state privacy laws (including without limitation the California Consumer Privacy Act, as amended by the California Privacy Rights Act, and the New York SHIELD Act):

(a) Innovative shall process such personal information only as a service provider or processor acting on Customer’s behalf and in accordance with Customer’s documented instructions.

(b) Innovative shall not retain, use, or disclose such personal information for any purpose other than performing the Services.

(c) Innovative shall not combine such personal information with personal information received from other sources except as permitted by applicable law.

13.4 Data Breach Notification

In the event Innovative discovers or reasonably suspects a security incident involving unauthorized access to, disclosure of, or loss of Customer’s personal information or Confidential Information:

(a) Innovative shall notify Customer without undue delay and in any event within seventy-two (72) hours of discovery.

(b) Such notification shall include, to the extent then known:

(i) a description of the nature of the incident;

(ii) the categories and approximate number of individuals and records affected;

(iii) the likely consequences of the incident; and

(iv) the measures taken or proposed to address the incident.

(c) Innovative shall cooperate with Customer in investigating and remediating such incident and shall take all reasonable steps to mitigate its effects.

13.5 GDPR

(a) In the event of a transfer of “personal data” as defined by the European Union General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”) from the European Economic Area (“EEA”) to a country outside of the EEA from Customer to Innovative, the parties shall execute a separate Data Processing Agreement (“DPA”) incorporating the applicable standard contractual clauses.

(b) Innovative’s standard DPA is available upon request by contacting contracts@innovativesol.com.

(c) For the purposes of the standard contractual clauses, Innovative shall be the data processor and Customer shall be either a data processor or a data controller, as applicable.

(d) No transfer of EEA personal data to Innovative shall occur until the parties have executed a DPA. Customer is responsible for initiating the DPA process prior to any such transfer.

13.6 HIPAA

(a) If Customer is a Covered Entity or Business Associate as defined under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations (“HIPAA”), Customer shall notify Innovative prior to providing Innovative with access to any Protected Health Information (“PHI”) as defined under HIPAA.

(b) Innovative will not process PHI on Customer’s behalf without first executing a Business Associate Agreement (“BAA”) with Customer. Innovative’s standard BAA is available upon request by contacting contracts@innovativesol.com.

(c) Customer shall not provide Innovative with access to PHI prior to the execution of a BAA.

(d) Where a BAA has been executed between the parties, the breach notification obligations set forth in the BAA shall control over Section 13.4 with respect to any incident involving PHI, including without limitation any notification timelines required under the HIPAA Breach Notification Rule.

13.7 Subprocessors

(a) List Maintenance. Innovative shall maintain a current list of subprocessors (including subcontractors and third-party service providers) that process personal information on behalf of Customer in connection with the Services. Such list shall be made available to Customer upon written request.

(b) Advance Notice. Innovative shall notify Customer in writing at least thirty (30) days prior to engaging any new subprocessor that will process Customer’s personal information.

(c) Objection Rights. Customer may object to the engagement of a new subprocessor on reasonable grounds related to data protection. If the parties are unable to resolve Customer’s objection within fifteen (15) days, Customer may terminate the affected Services upon written notice without Early Termination Fee, but only with respect to the specific Services affected by the new subprocessor.

(d) Subprocessor Obligations. Innovative shall ensure that all subprocessors are bound by data protection obligations no less protective than those set forth in this Article 13.

ARTICLE 14 — INNOVATIVE PERSONNEL

14.1 Non-Solicitation

(a) Customer recognizes that the employees and independent contractors of Innovative, and such persons’ loyalty and service to Innovative, constitute a valuable asset of Innovative.

(b) During the term of any Agreement and for a period of eighteen (18) months following the termination or expiration of the last Agreement between the parties, Customer agrees not to directly solicit, recruit, make any offer of employment to, employ, or enter into a consulting or independent contractor relationship with any non-executive employee of Innovative who performed services for, or had material contact with, Customer during the applicable Engagement.

(c) For purposes of this Article, “non-executive employee” means any employee of Innovative who is not a C-suite officer (e.g., Chief Executive Officer, Chief Technology Officer, Chief Financial Officer, or equivalent).

14.2 General Posting Exception

Customer shall not be deemed to have breached this Article 14 if an Innovative employee responds to a general, publicly available job posting not specifically targeted at Innovative personnel and Customer did not know at the time of hiring that the individual was an Innovative employee subject to this provision. The burden of demonstrating that a hire falls within this exception rests with Customer.

14.3 Liquidated Damages

(a) If Customer breaches this Article 14, Customer shall pay to Innovative, as liquidated damages and not as a penalty, an amount equal to the greater of:

(i) two (2) times the aggregate cash compensation (including base salary, bonuses, and any other cash compensation, but excluding benefits and equity) paid to such person by Innovative during the twelve (12) month period immediately preceding the breach; and

(ii) two (2) times the annual cash compensation offered to such person by Customer (the “Liquidated Damages”).

(b) Customer acknowledges and agrees that the harm caused by Customer’s breach of this Article 14 would be impossible or very difficult to accurately estimate, and that the Liquidated Damages are a reasonable estimate of the anticipated or actual harm that might arise from such breach.

(c) Customer’s payment of the Liquidated Damages is Customer’s sole liability and entire obligation, and Innovative’s exclusive remedy, for any breach by Customer of this Article 14.

ARTICLE 15 — DELAYS, DEFAULTS, AND FORCE MAJEURE

Innovative shall not be liable for delays or defaults in furnishing goods or services hereunder if such delays or defaults are due to any cause, event, or circumstance beyond Innovative’s reasonable control, including without limitation:

(a) acts of God or of a public enemy;

(b) acts of the United States or any state or political subdivision thereof;

(c) fires, severe weather, floods, earthquakes, natural disasters, explosions, or other catastrophes;

(d) embargoes;

(e) epidemics or quarantine restrictions;

(f) shortage of goods;

(g) labor strikes, slowdowns, or stoppages of any kind;

(h) delays of suppliers or transportation for any reason;

(i) breakdown or failure of machinery or equipment;

(j) cyberattacks, ransomware attacks, or other malicious acts by third parties affecting Innovative’s systems or infrastructure; or

(k) Customer’s delay in reporting problems or furnishing information or materials.

ARTICLE 16 — INTELLECTUAL PROPERTY INFRINGEMENT

16.1 Innovative’s Indemnity

Innovative will indemnify, defend, and hold harmless Customer from and against any third-party action brought against Customer based upon a claim that the Reusable Components, as provided by Innovative to Customer under the applicable Agreement and used within the scope of such Agreement and these Standard Terms, infringe any patent or copyright of such third party; provided that:

(a) Customer promptly notifies Innovative in writing of the third-party claim;

(b) Customer grants Innovative sole control of the defense and settlement of the claim; and

(c) Customer provides Innovative with all assistance, information, and authority required for the defense and settlement of the claim.

16.2 Remedies for Infringement

If Customer’s use of any Reusable Components is, or in Innovative’s opinion is likely to be, enjoined due to the type of infringement specified in Section 16.1, Innovative may, at its sole option and expense:

(a) procure for Customer the right to continue using such Reusable Components;

(b) replace or modify such Reusable Components so that they are non-infringing; or

(c) if options (a) and (b) cannot be accomplished despite Innovative’s reasonable efforts, terminate Customer’s rights and Innovative’s obligations with respect to such Reusable Components and refund to Customer any prepaid fees allocable to such Reusable Components.

16.3 Scope of Indemnity

(a) Innovative’s indemnity obligations under this Article 16 are expressly limited to Reusable Components.

(b) Because Work Product is custom-developed for Customer based on Customer’s requirements and is assigned to Customer upon full payment, Customer assumes responsibility for ensuring that Work Product does not infringe the intellectual property rights of any third party upon assignment.

(c) Innovative’s aggregate liability under this Article 16 is subject to the limitation of liability set forth in Section 11.3.

16.4 Exclusions from Indemnity

Innovative will have no liability for infringement claims of any kind arising from:

(a) any impermissible use of the applicable software or components;

(b) alteration or modification of the applicable software or components other than by Innovative;

(c) use of the applicable software or components in combination with third-party software or hardware other than as specified by Innovative, if a claim would not have occurred but for such combination;

(d) failure to use updated or modified versions of the software or components provided by Innovative; or

(e) Innovative’s compliance with designs or specifications provided by Customer.

16.5 Exclusive Remedy

THE PROVISIONS OF THIS ARTICLE 16 SET FORTH INNOVATIVE’S SOLE AND EXCLUSIVE OBLIGATIONS AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES WITH RESPECT TO ACTUAL OR ALLEGED THIRD-PARTY CLAIMS OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.

16.6 Customer Indemnity

Customer will indemnify, defend, and hold harmless Innovative, its affiliates, and their respective officers, directors, shareholders, employees, representatives, and agents from and against any third-party action brought against Innovative based upon a claim that content, designs, information, or specifications provided by Customer to Innovative infringes any intellectual property rights of such third party; provided that:

(a) Innovative promptly notifies Customer in writing of the third-party claim;

(b) Innovative grants Customer sole control of the defense and settlement of the claim; and

(c) Innovative provides Customer with all assistance, information, and authority required for the defense and settlement of the claim.

ARTICLE 17 — ADDITIONAL TERMS FOR ENGAGEMENTS

17.1 Terms Applicable to All Engagements on AWS Infrastructure

17.1.1 Costs

Customer is responsible for all costs required to operate all associated environments, including but not limited to services from AWS, third-party products, and all necessary licenses.

17.1.2 Access

Innovative requires, and Customer agrees to provide, administrative access to Customer’s AWS tenant.

17.1.3 AWS Business Support

Customers with AWS environments must be covered by AWS Business Support or better, at Customer’s cost.

17.1.4 Regions

Any Agreement that includes deployment on AWS infrastructure is limited to public AWS regions only and explicitly excludes special-access regions, including certain regions in China, GovCloud, and C2S.

17.1.5 Cloud Variability

Latency, availability, and performance of any application or components running on AWS depend upon design decisions and operating constraints of both Customer’s application and the AWS cloud environment, and are not guaranteed by Innovative. This variability is an inherent characteristic of cloud infrastructure and does not constitute a defect in Innovative’s Services.

17.1.6 AWS Consumption Estimates

(a) Any AWS consumption projections, cost models, architecture sizing assumptions, capacity forecasts, storage estimates, network throughput calculations, or usage forecasts provided by Innovative in connection with an Engagement are estimates only.

(b) Such projections:

(i) are based on information provided by Customer and reasonable engineering assumptions at the time of preparation;

(ii) are provided solely for planning and AWS Funding alignment purposes;

(iii) do not constitute guarantees, minimum commitments, or binding representations of actual AWS spend; and

(iv) do not obligate Customer to achieve, maintain, or commit to any minimum AWS consumption level.

(c) Actual AWS costs may vary based on deployment configuration, workload characteristics, pricing changes, third-party integrations, scaling behavior, and operational decisions outside Innovative’s control.

(d) Nothing in any Agreement shall be construed as creating a contractual commitment by Customer to any specific AWS spend level.

17.1.7 Cloudline Inclusion

Unless the applicable Agreement expressly excludes Cloudline Services, all Engagements on AWS infrastructure automatically include Cloudline Services as described in Article 5.

17.2 AWS Funding

17.2.1 Innovative’s Obligations

Where an Agreement contemplates AWS Funding, Innovative will use commercially reasonable efforts to apply for, facilitate, and maximize the receipt of applicable AWS Funding on Customer’s behalf through Innovative’s standard program participation processes. Innovative will keep Customer reasonably informed of the status of any AWS Funding applications and will promptly notify Customer of any material developments. Customer acknowledges that the ultimate approval and disbursement of AWS Funding is within AWS’s sole discretion, and Innovative cannot guarantee any particular outcome.

17.2.2 Customer’s Obligations

(a) If Customer elects to seek or utilize AWS Funding for any part of an Engagement, Customer agrees to provide any and all additional information required by AWS to enable payment of AWS Funding to Innovative.

(b) Receipt by Innovative of the full amount of all charges for an Engagement is the responsibility of Customer, less any amounts actually received by Innovative from AWS Funding; provided, however, that Customer’s payment obligations may be limited by the Customer Good Faith Safe Harbor provisions of Section 17.2.5 where applicable.

(c) To facilitate timely payment, Customer will initially be invoiced the net customer cost contribution, and the appropriate AWS Funding program will be invoiced the net AWS Funding expectation. Customer will not be invoiced for and will not owe payment on invoices listed as invoiced to “AWS Funding Program” if AWS makes those payments to Innovative directly.

17.2.3 Customer Sign-Off

(a) AWS Funding requires Customer to participate in providing all information required by any AWS Funding program and to provide sign-off on milestone completion within five (5) business days of each invoice date and upon Engagement completion.

(b) If Customer’s participation or sign-off is not received within five (5) business days of each invoice date, Customer will be invoiced and will be responsible for invoice amounts listed as invoiced to “AWS Funding Program.”

17.2.4 No Guarantee of AWS Funding

Customer acknowledges that AWS Funding will be granted and applied at the sole discretion of AWS, and Innovative does not represent, warrant, or guarantee that any AWS Funding will be received. Innovative shall not be liable or responsible if AWS does not grant or apply any AWS Funding. Any Customer Change may or may not be covered by AWS Funding.

17.2.5 Customer Good Faith Safe Harbor

Innovative believes that customers who act in good faith should not bear the risk of AWS funding decisions outside their control. Accordingly, the following protections apply:

(a) Safe Harbor Eligibility. Customer qualifies for this Safe Harbor if all of the following conditions are met:

(i) Innovative proposed the use of a specific AWS Funding program in the applicable Agreement based upon reasonable and factual information provided by Customer;

(ii) Customer provided all information required by the applicable AWS Funding program in a timely manner;

(iii) Customer provided sign-off on milestone completion within five (5) business days of each request from Innovative or AWS to do so; and

(iv) Customer otherwise cooperated in good faith with Innovative’s efforts to secure the applicable AWS Funding.

(b) Work Completed Before Funding Denial. If AWS denies, reduces, or fails to disburse all or any portion of the anticipated AWS Funding for reasons other than Customer’s acts or omissions, Customer’s Safe Harbor protection applies only to work that has not yet been completed as of the date Innovative receives notice of the funding denial or reduction (the “Denial Date”). Customer remains responsible for paying Innovative for work that was completed on or before the Denial Date to the extent such work was expected to be covered by the denied or undisbursed AWS Funding. For purposes of this Section, “completed work” means: (i) for Project Engagements, Services performed and Deliverables delivered or substantially completed through the Denial Date; (ii) for Pod Engagements, Sprint work accepted or deemed accepted through the Denial Date, plus any work performed during a Sprint that is in progress on the Denial Date, prorated based on the proportion of the Sprint elapsed as of the Denial Date; and (iii) for all other Engagements, Services performed and Engagement Output produced by Innovative through the Denial Date. Customer’s responsibility for in-progress Sprint work under clause (ii) reflects the Capacity consumed by Innovative during the partial Sprint and does not require that such work satisfy acceptance criteria prior to the Denial Date.

(c) Work Not Yet Completed — Innovative’s Options. For any portion of the Engagement that has not yet been completed as of the Denial Date, Customer shall not be responsible for paying amounts that were expected to be covered by the denied AWS Funding, subject to the following:

(i) Notification. Innovative will promptly notify Customer of the funding denial and provide a summary of the remaining Engagement scope and the associated charges that were expected to be funded by AWS.

(ii) Pause and Discussion. Upon providing such notice, Innovative may pause the unfunded portion of the Engagement for up to fifteen (15) business days to allow the parties to discuss options in good faith, including whether Customer wishes to continue the remaining work at Customer’s expense, modify the Engagement scope, or wind down the Engagement. This pause shall not be treated as a Customer Change or Innovative Change and shall not trigger pause fees under Section 17.7.3.

(iii) Customer Election. If Customer elects to continue the remaining work at Customer’s expense, the parties will execute a Change Order reflecting the revised payment terms. Such Change Order may be executed at any time during or after the discussion period described in paragraph (c)(ii), notwithstanding the timing restrictions applicable to Customer Changes under Section 17.7.1(b), which shall not apply to a Change Order executed under this paragraph. Customer’s obligation to pay for such continued work begins only upon execution of the Change Order.

(iv) Innovative Election to Continue. If Customer does not elect to continue the remaining work at Customer’s expense, Innovative may, at its sole discretion, elect to continue performing the remaining work at Innovative’s own cost and risk. If Innovative makes this election, Customer shall not be responsible for any charges associated with the continued work, and Innovative assumes all financial risk for such work. Innovative’s election to continue does not create any obligation for Customer to pay for the continued work, nor does it waive Innovative’s right to seek reimbursement from AWS if AWS subsequently disburses the previously denied funding.

(v) Wind-Down. If neither party elects to continue the remaining work within the fifteen (15) business day discussion period, the unfunded portion of the Engagement will be wound down in an orderly manner. Innovative will deliver to Customer all completed and in-progress Work Product as of the wind-down date, subject to the payment conditions on assignment set forth in Section 3.3. No Early Termination Fee, Project Termination Fee, or other cancellation charge shall apply to the unfunded portion of the Engagement that is wound down under this Section.

(d) Partial Funding Reductions. If AWS reduces (rather than fully denies) the anticipated AWS Funding, the protections of this Section apply proportionally to the reduced amount. Innovative will work with Customer to identify which phases or portions of the Engagement are affected and to prioritize the remaining funded scope.

(e) Loss of Safe Harbor. For the avoidance of doubt, if Customer fails or refuses to provide timely sign-off on milestone completion when requested, fails to provide information required by the applicable AWS Funding program, or otherwise fails to cooperate with the AWS Funding process, Customer shall be invoiced for and shall be responsible for paying to Innovative all amounts that were expected to be covered by AWS Funding, in addition to all other amounts due under the applicable Agreement, and the protections of this Section shall not apply.

(f) Funding Program Substitution. Customer acknowledges that the AWS Funding landscape includes multiple programs, each with its own eligibility criteria, approval processes, and funding levels, and that the optimal program for a given Engagement may change over time as AWS introduces, modifies, or discontinues programs. Accordingly:

(i) Innovative may, at its discretion, substitute, supplement, or replace the AWS Funding program identified in the applicable Agreement with a different AWS Funding program if Innovative reasonably believes that doing so would increase the likelihood of obtaining AWS Funding approval, result in more favorable funding terms, or better align the Engagement with current AWS program requirements.

(ii) A funding program substitution does not require a Change Order, amendment to the applicable Agreement, or notice to Customer. Innovative will, however, promptly notify Customer if Innovative believes that the total expected AWS Funding for the Engagement will be less than the amount contemplated in the applicable Agreement, regardless of whether such reduction results from a program substitution or any other cause.

(iii) Customer’s net financial obligation — that is, the total Engagement charges less the amount expected to be covered by AWS Funding — shall not increase as a result of any program substitution without Customer’s prior written consent. Notwithstanding the foregoing, if Innovative learns or reasonably believes that any portion of the anticipated AWS Funding will not be available, whether due to a program substitution, a denial, a reduction, a change in AWS program terms, or any other reason, Innovative may, at its discretion, reduce the total Engagement charges and corresponding scope of Services to align with the AWS Funding amounts that Innovative reasonably expects to receive. In such event, Innovative will notify Customer of the adjusted scope and charges, and the applicable Agreement shall be deemed amended to reflect the reduced Engagement without requiring a formal Change Order. Where the Engagement is a Pod Engagement, any reduction in scope under this paragraph shall result in a proportional reduction in the total Capacity obligation specified in the applicable Agreement, and Innovative’s obligation under Section 17.4.1(d) to deliver total Capacity averaged over the Engagement term shall be measured against the reduced Capacity as adjusted under this paragraph. For the avoidance of doubt, this right allows Innovative to scale the Engagement to match available funding rather than continue work that Innovative does not expect to be funded by AWS. A scope reduction under this paragraph is an adjustment to the Engagement and shall not be deemed a termination, partial termination, or cancellation by Innovative for purposes of Section 10.2 or any other termination provision of these Standard Terms. Accordingly, a scope reduction under this paragraph does not trigger the refund obligations of Section 10.2(c), the AWS Funding cooperation obligations of Section 10.2(d), or any Early Termination Fee, Project Termination Fee, or other cancellation charge.

(iv) All references in the applicable Agreement and these Standard Terms to the originally specified AWS Funding program shall be deemed to include any substitute program selected by Innovative under this paragraph, and all Customer obligations related to AWS Funding (including cooperation, sign-off, and information requirements) shall apply equally to the substitute program.

(v) For purposes of the Safe Harbor eligibility conditions in paragraph (a), Customer’s good faith cooperation with the originally specified program shall be credited toward any substitute program, and Customer shall not lose Safe Harbor eligibility solely because Innovative elected to change programs.

(g) Refunds for Subsequently Received AWS Funding. The refund provisions of Section 17.2.6 continue to apply. If Customer pays for completed work under paragraph (b) above and Innovative subsequently receives AWS Funding for such work, Innovative will refund Customer in accordance with Section 17.2.6.

17.2.6 Refunds for Subsequently Received AWS Funding

If Customer is charged for amounts that were expected to be covered by AWS Funding, and Innovative subsequently receives payment from AWS for such amounts, Innovative will refund to Customer an amount equal to the amount actually received from AWS Funding within thirty (30) days of Innovative’s receipt of such payment, less any amounts owed by Customer to Innovative at the time of the refund. This refund obligation applies to both Pod Engagements and Project Engagements. If AWS partially funds an invoice, the refund will be proportional to the amount actually received.

17.2.7 Cloudline and AWS Funding

(a) Customer acknowledges that Innovative’s participation in AWS Funding programs is conditioned in part on Innovative providing managed services, including Cloudline Services, to its customers. Accordingly, any Engagement that includes AWS Funding will automatically include Cloudline Services (which may not be excluded), and the post-engagement billing data access described in Section 5.9 will apply for no less than twelve (12) months following the conclusion of the Engagement.

(b) For any Engagement that includes AWS Funding, Customer is required to provide Innovative with continued access to Customer’s AWS consumption and billing data (e.g., read-only access to AWS Cost Explorer or AWS Cost and Usage Reports) for a period of twelve (12) months following the completion or termination of the Engagement, regardless of whether Cloudline Services remain active during that period.

(c) This obligation is a condition of receiving the benefit of AWS Funding and exists to enable Innovative to fulfill its reporting and compliance obligations to AWS under the applicable funding program.

(d) Failure to provide such access may result in Customer becoming responsible for amounts that were expected to be covered by AWS Funding.

17.3 Common Terms Applicable to All Engagements

17.3.1 Business Hours

Unless an exception is mutually agreed upon in writing, Innovative team resources shall only be available during normal business hours: Monday through Friday, 8:00 a.m. to 5:00 p.m. Eastern Time, excluding U.S. federal holidays.

17.3.2 Product Owner

Before work begins, Customer shall designate the Product Owner for the Engagement. Customer’s designation of a Product Owner is a condition of Innovative commencing Services.

17.3.3 Support During Engagements

Customers with an active Engagement who have questions or need support for matters within the scope of the Engagement should contact their designated Innovative Project Manager (for Project Engagements and Pod Engagements) or Technical Account Manager (for MCS Services and other managed services). Questions or support needs related to AWS services that are outside the scope of the active Engagement may be directed to the Cloudline Experts on Demand service as described in Section 5.2.

17.3.4 Auto-Renewal

(a) Opt-In Requirement. Engagements do not auto-renew unless:

(i) the applicable Agreement expressly states that the Engagement will auto-renew and specifies the Renewal Term length; or

(ii) a specific engagement-type provision in these Standard Terms provides that auto-renewal is the default for that engagement type.

If neither condition is met, the Engagement expires at the end of its stated term (or, for Pod Engagements, continues on the month-to-month basis described in Section 17.4, if applicable) and does not renew.

(b) Renewal Term Length. Unless the applicable Agreement specifies a different Renewal Term, the Renewal Term shall be equal in length to the initial term of the Engagement.

(c) Renewal Procedure. Where auto-renewal applies, the Engagement shall renew automatically for successive Renewal Terms unless either party provides written notice of non-renewal at least ninety (90) days prior to the expiration of the then-current term (the “Non-Renewal Notice Period”). If a different Non-Renewal Notice Period is specified in the applicable Agreement, the Agreement controls.

(d) Pricing on Renewal.

(i) Unless the applicable Agreement specifies otherwise, Innovative may adjust the pricing for any Renewal Term upon not less than sixty (60) days’ written notice to Customer prior to the commencement of the applicable Renewal Term.

(ii) Any such price adjustment shall not exceed the greater of (A) five percent (5%) of the then-current pricing, or (B) the percentage increase in the Consumer Price Index for All Urban Consumers (CPI-U), U.S. City Average, as published by the U.S. Bureau of Labor Statistics, for the twelve (12) month period ending closest to the date of the price adjustment notice (the “Price Escalation Cap”).

(iii) If Customer does not agree to a price adjustment that exceeds the Price Escalation Cap, Customer may elect to non-renew by providing written notice to Innovative within thirty (30) days of receiving the price adjustment notice, notwithstanding any shorter remaining time in the Non-Renewal Notice Period.

(e) Minimum Term on Renewal. Each Renewal Term constitutes a new Minimum Term for purposes of Section 10.1. The Early Termination Fee provisions of Section 10.1 (or, for Project Engagements, the Project Termination Fee provisions of Section 17.5.5) apply during each Renewal Term as if the Renewal Term were the initial term.

(f) Agreement Review on Renewal. Within thirty (30) days following the commencement of each Renewal Term, the parties shall use good faith efforts to review and, if necessary, update the applicable Agreement (including any SOW, team composition, Backlog, or scope descriptions) to reflect the current state of the Engagement. The prior Agreement remains in full force and effect until any updated Agreement is executed by both parties.

(g) AWS Funding. Auto-renewal of an Engagement does not extend, renew, or create any entitlement to AWS Funding. AWS Funding applies only to the specific term and scope for which it was approved by AWS. If Customer or Innovative wishes to seek AWS Funding for a Renewal Term, a new application must be submitted to AWS in accordance with applicable program requirements, and such funding remains subject to AWS’s sole discretion.

(h) Interaction with Engagement-Type Terms. Where a specific engagement-type provision in these Standard Terms contains its own renewal mechanics (e.g., Section 5.8 for Cloudline Services), the engagement-type provision shall control to the extent it is more specific than this Section 17.3.4. This Section 17.3.4 provides the default rules for any auto-renewal matter not addressed by the engagement-type provision.

17.4 Terms Applicable to Pod Engagements

The following terms apply to any Agreement that references or uses the Pod delivery model (“Pod Engagements”), in addition to the common terms in Section 17.3.

17.4.1 Nature of Pod Engagements; Capacity

(a) In a Pod Engagement, Customer is purchasing the Capacity specified in the applicable Agreement for iterative, sprint-based delivery. The scope of work is directed by Customer’s Product Owner on an ongoing basis through the Backlog.

(b) Pod Engagements are designed to accommodate changing requirements and priorities and are not suited for fixed-deadline or fixed-deliverable projects. Pod Engagements do not produce pre-defined or fixed Deliverables; rather, the Engagement Output consists of the work product produced by the Pod team during each Sprint as directed by Customer.

(c) References to “Deliverables” in these Standard Terms apply only to Project Engagements and do not apply to Pod Engagements. Should Customer require specific Deliverables by a specific time, the Pod delivery model is not the appropriate model, and Customer shall notify Innovative immediately.

(d) Innovative’s obligation under a Pod Engagement is to provide the total Capacity specified in the Agreement, averaged over the full duration of the Engagement. Capacity may be delivered in variable amounts from Sprint to Sprint, and Innovative’s obligation is satisfied so long as the total Capacity is delivered as averaged over the entire Engagement term; provided, however, that in no calendar month shall the Capacity delivered fall below fifty percent (50%) of the proportional monthly Capacity without prior written notice to Customer.

(e) Innovative will staff the Pod team with qualified personnel having the skills and experience appropriate for the work in the Backlog, and will perform all work in a professional and workmanlike manner.

17.4.2 Backlog and Sprint Process

(a) The Backlog is prioritized (“Groomed”) by the Product Owner, and organized by the Innovative Project Manager (acting as Scrum Master) during each Sprint.

(b) The Pod team works only on Groomed Backlog items during each Sprint, doing as much as possible given the contracted Capacity, with no guarantees or expectations of any particular output by any particular date.

(c) The Initial Backlog set forth in the applicable Agreement is the anticipated starting point for the first Sprint; both parties expect the Backlog to change with every Sprint based upon the progress of the Pod, Customer’s business needs, and the decisions of the Product Owner.

(d) The first Sprint is dedicated to Sprint planning and grooming only.

17.4.3 Customer Cooperation

(a) All relevant parties from Customer’s team must attend and participate in Sprint ceremonies to ensure continued progress.

(b) During such ceremonies, the following topics may be discussed: backlog grooming, Sprint planning, Sprint reviews, product demonstrations, Customer acceptance, Sprint retrospectives, and other agenda items as necessary.

(c) Customer will provide the Sprint team with the necessary access and information to work on items in the Backlog. Any items deemed by Innovative to have insufficient requirements for development will be removed from the Sprint(s) until Customer provides sufficient information to implement.

(d) Customer will have a technical team available to assist with clarification, cutover scheduling, and testing.

17.4.4 Nature of Work Product in Pod Engagements

(a) Work Product delivered under a Pod Engagement may not be error-free. Innovative warrants that its work under a Pod Engagement will be performed in a professional and workmanlike manner by qualified personnel, but does not warrant that Work Product will be free of bugs, defects, or errors.

(b) The parties acknowledge that iterative development inherently involves the discovery and remediation of defects over time.

(c) Customer’s sole remedies with respect to the quality of Engagement Output under a Pod Engagement are:

(i) that the work was performed in a professional and workmanlike manner by qualified personnel; and

(ii) that Innovative provides the total Capacity specified in the Agreement as averaged over the entire Engagement term.

(d) These limited remedies define the permissible grounds for dispute under Section 8.4.1.

17.4.5 Remediations

(a) Remediations will be addressed within the normal Capacity and time constraints of the Pod Engagement and will not be performed for free beyond the scope of the Engagement.

(b) Any emergency patches or hotfixes requested must be reviewed and approved by all of the following: the Innovative Project Manager, Innovative Sprint resources, and the Product Owner.

(c) Emergency patches or hotfixes will be assessed for potential impact prior to being applied. Development of any Remediation, emergency patch, or hotfix will necessitate a review of the current Sprint and will require an equivalent amount of tasks to be removed from the defined Sprint prior to development.

(d) Customer is exclusively responsible for assessing the impact of any Remediations, emergency patches, or hotfixes prior to approving and applying them.

17.4.6 Limitation on Software Changes

Unless specified in an Agreement, application or software code changes, other than minor configuration file updates, are out of scope for Pod Engagements and are the responsibility of Customer. Customer is exclusively responsible for application code changes and application configuration changes that may be needed.

17.5 Terms Applicable to Project Engagements

The following terms apply to Engagements that use the Project delivery model (“Project Engagements”), in addition to the common terms in Section 17.3.

17.5.1 Nature of Project Engagements; Deliverables

A Project Engagement is a defined-scope engagement in which Innovative deploys a project team to produce the specific Deliverables enumerated in the applicable Agreement. Innovative’s obligation is to produce the Deliverables as described in the Agreement using commercially reasonable efforts; the specific completion date is not guaranteed.

17.5.2 Dates and Schedule

(a) The Estimated Engagement Start Date and Estimated Engagement End Date are estimates only. Innovative does not guarantee the Estimated Engagement End Date.

(b) The timeline for delivery may be affected by factors including discovery of new requirements, Customer’s responsiveness, resource availability, and other circumstances.

(c) Customer agrees to provide Innovative with all necessary information, approvals, and sign-offs by the dates indicated in any Agreement and to provide resources to support completion of the Deliverables.

17.5.3 Customer Cooperation

(a) Customer agrees to provide Innovative with the necessary access and information to work on the scope and Deliverables.

(b) Any items deemed by Innovative to have insufficient requirements will be removed from the scope until Customer provides sufficient information to implement.

(c) Customer agrees to provide available technical resources to assist with clarification, cutover scheduling, and testing.

17.5.4 Remediations

(a) Deliverables may not be error-free. Remediations will be prioritized or a workaround accepted by the Product Owner.

(b) Any emergency patches or hotfixes requested must be reviewed and approved by all of the following: the Innovative Project Manager, Innovative resources, and the Product Owner.

(c) Emergency patches or hotfixes will be assessed for potential impact prior to being applied.

(d) Customer is exclusively responsible for assessing the impact of any Remediations, emergency patches, or hotfixes prior to approving and applying them.

17.5.5 Project Non-Cancellation; Project Termination Fee

(a) Non-Cancellation Commitment. Once the applicable Agreement for a Project Engagement has been executed, the Project Engagement is non-cancellable except as provided in Section 10.4, Section 17.2.5, or this Section 17.5.5.

(b) Customer Termination Without Cause. If Customer elects to terminate a Project Engagement for any reason other than cause under Section 10.4, Customer shall pay to Innovative a Project Termination Fee equal to the total unpaid Engagement charges as set forth in the applicable Agreement, less any amounts attributable to Deliverables that Innovative has not yet commenced work on as of the effective date of termination (as reasonably determined by Innovative).

(c) Innovative Deliverables on Termination. Upon payment of the Project Termination Fee, Innovative shall deliver to Customer all completed and in-progress Work Product as of the effective date of termination, subject to the payment conditions on assignment set forth in Section 3.3.

(d) AWS Funding Impact. The AWS Funding provisions of Section 10.1(e) shall apply to Project Engagements terminated under this Section as if fully set forth herein.

(e) No Time-Based Minimum Term. For the avoidance of doubt, the Minimum Term, Early Termination Fee, and Sections 10.1(a)–(c) do not apply to Project Engagements. This Section 17.5.5 is the exclusive termination-fee provision for Project Engagements.

17.5.6 Project Cost Adjustments

If a Project Engagement exceeds the Estimated Engagement End Date for reasons primarily attributable to Innovative and not resulting from Customer Changes, scope additions via Change Order, or Customer’s failure to fulfill its cooperation obligations under Section 17.5.3, Customer shall not be liable for charges in excess of the total Engagement charges set forth in the applicable Agreement unless a Change Order has been executed authorizing such additional charges.

17.6 Terms Applicable to Migration Engagements

The following terms apply to Engagements that include a migration to AWS, unless otherwise noted in the applicable Agreement.

17.6.1 Migration Agents

Customer is responsible for the installation of the AWS Application Migration Service (MGN) agent on all source servers. The MGN agent is a lightweight software component that replicates server data to AWS in real time, enabling lift-and-shift migrations without requiring changes to the source server’s operating system or applications. Innovative will provide basic troubleshooting assistance; escalations will be handled through AWS Business Support. All target instances and their operating system type, version, and patch level must be compatible with AWS MGN requirements.

17.6.2 Migration Process

Innovative will migrate servers to AWS “as-is,” meaning that servers will be replicated to AWS in their current state without operating system upgrades, application changes, or re-platforming during the migration process. Customer is responsible for any operating system updates, package updates, or license changes required as a result of or in connection with the migration.

17.6.3 Bandwidth

Customer shall provide a minimum of 250 Mbps of available, dedicated network bandwidth between the source environment and AWS to facilitate the data replication process. Insufficient bandwidth may result in extended migration timelines or incomplete replication.

17.6.4 Downtime Expectations

All target instances must have acceptable downtime requirements of at least six (6) hours to accommodate the final cutover process. Customer is responsible for planning and communicating any required maintenance windows to its users and stakeholders.

17.6.5 Container Workloads

(a) This Engagement does not include the migration or re-platforming of containerized workloads to managed container orchestration services.

(b) If any source servers run containerized applications (whether using Docker, Kubernetes, OpenShift, or any other container runtime), those servers will be migrated as standard virtual machine instances (EC2 instances) in AWS, without configuring or deploying AWS Elastic Kubernetes Service (EKS), AWS Elastic Container Service (ECS), or any other container orchestration platform.

(c) Any re-platforming of containerized workloads to EKS, ECS, or similar services is out of scope and would require a separate Engagement.

17.7 Changes in Service

17.7.1 Customer Changes

(a) Customer may request a Customer Change to an Engagement, except Project Engagements, after the Minimum Term. All Customer Change requests shall be made via email from the Customer Representative to the Innovative Project Manager and to contracts@innovativesol.com. Scope changes to Project Engagements are governed exclusively by the Change Order process set forth in Section 17.7.4.

(b) The following restrictions apply and explicitly supersede any other agreement between the parties:

(i) No Customer Changes may be made within thirty (30) days of the first signature date on an Agreement.

(ii) No Customer Changes may be made within thirty (30) days of a prior Customer Change.

(iii) Customer Changes will be approved or rejected by Innovative in its sole discretion by the 15th day of a month and, if accepted, will take effect on the first calendar day of the following month.

(iv) Any request for changes received after the 15th day of a month will take effect the first calendar day of the second calendar month following Innovative’s acceptance.

17.7.2 Innovative Changes

Innovative may choose to pause or cancel an Agreement if Customer fails to make timely payments to Innovative as provided in an Agreement or under these Standard Terms (an “Innovative Change”).

17.7.3 Pauses

(a) A pause may be caused by a Customer Change or an Innovative Change. The fee to pause service (regardless of cause) is 75% of the Monthly Charges, prorated for the number of business days during which service is suspended.

(b) Services may be paused for a maximum of two (2) contiguous months, after which the Innovative project team will be reassigned at Innovative’s discretion.

(c) Any Engagement paused for two (2) months or more will be treated as a cancellation, and the Early Termination Fee will apply if the Minimum Term has not been completed.

17.7.4 Change Orders

Changes to an Agreement may be possible if agreed to in writing by both parties. Upon request by Customer, or upon determining the need for a change by Innovative, Innovative will prepare a Change Order, which both parties must sign prior to such Change Order taking effect. For Project Engagements, Innovative will use a commercially reasonable standard in determining whether a Change Order is required to achieve the Deliverables. Notwithstanding the foregoing, AWS Funding program substitutions and Engagement scope reductions made by Innovative pursuant to Section 17.2.5(f) do not require a Change Order and shall be effective as provided therein.

17.8 Terms Applicable to Engagements Involving Artificial Intelligence

The following terms apply to any Engagement in which Innovative develops, deploys, integrates, or configures artificial intelligence, machine learning, generative AI, or large language model (“AI Technologies”) systems or features on behalf of Customer (“AI Engagements”), in addition to all other applicable terms.

17.8.1 Inherent Limitations of AI

Customer acknowledges and agrees that AI Technologies are probabilistic in nature and have inherent limitations, including without limitation:

(a) AI Technologies may produce inaccurate, incomplete, or misleading outputs (“hallucinations”);

(b) AI Technologies may not reflect the most current information or developments;

(c) AI-generated outputs may contain errors, biases, or inconsistencies; and

(d) AI Technologies are not a substitute for professional judgment, expertise, or human review.

Innovative does not warrant the accuracy, completeness, reliability, or fitness for any particular purpose of any output generated in whole or in part by AI Technologies.

17.8.2 Human Oversight Required

(a) AI systems developed or deployed by Innovative are intended to augment human decision-making and are not designed to replace human judgment.

(b) Customer is solely responsible for reviewing, validating, and testing all Engagement Output and other outputs that are generated in whole or in part using AI Technologies before deploying such outputs in any production, customer-facing, or business-critical environment.

(c) Customer agrees that it will implement and maintain appropriate human oversight processes for all AI systems deployed under an AI Engagement, and that no AI-generated output will be used as the sole basis for any decision that could have a material impact on any person without human review and validation.

17.8.3 Prohibited Uses

Customer shall not use any Engagement Output or other outputs generated using AI Technologies for:

(a) life-sustaining or life-supporting medical devices or systems, including clinical diagnosis, treatment recommendations, medication dosing, or any other application where an error could result in death or serious bodily injury;

(b) critical care, emergency medical, emergency dispatch, or emergency response services where AI output could affect the response to a life-threatening situation;

(c) autonomous weapons systems, military operations, or other systems designed to cause physical harm;

(d) national defense, intelligence, or law enforcement applications where an error could compromise national security or civil liberties;

(e) critical infrastructure, including power grids, water systems, financial systems, or transportation systems, where an AI error could cause widespread harm;

(f) fully autonomous decision-making systems that affect individual rights, benefits, or legal status without meaningful human oversight;

(g) any application designed to deceive individuals into believing they are interacting with a human when they are interacting with an AI system, without appropriate disclosure; or

(h) any other application where the failure or inaccuracy of AI-generated output could reasonably be expected to result in death, serious bodily injury, significant property damage, or material harm to individuals or the public.

Innovative shall have no liability for any damages arising from Customer’s use of AI-generated outputs in any prohibited use described in this Section.

17.8.4 No Warranty of AI Outputs

INNOVATIVE EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE ACCURACY, COMPLETENESS, RELIABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY AI-GENERATED OUTPUT PRODUCED BY ANY AI SYSTEM DEVELOPED, DEPLOYED, OR CONFIGURED UNDER AN AI ENGAGEMENT. CUSTOMER’S USE OF AI-GENERATED OUTPUTS IS AT CUSTOMER’S SOLE RISK.

17.8.5 No Guarantee of Reproducibility

Customer acknowledges that AI-generated outputs may not be reproducible and that running the same or similar inputs through AI Technologies at different times may produce different results.

17.8.6 Copyrightability of AI-Assisted Work Product

Customer acknowledges that, to the extent any Engagement Output is generated in whole or in part using AI Technologies, the copyrightability of such output under applicable law may be uncertain, and Innovative makes no representation regarding the availability of copyright protection for AI-assisted Work Product. Customer is solely responsible for evaluating the intellectual property implications of using AI-generated or AI-assisted materials in its business.

17.8.7 Third-Party AI Services

(a) AI Engagements may involve the use of third-party AI services, platforms, and models, including without limitation Amazon Bedrock, Amazon SageMaker, Anthropic Claude, OpenAI, and other AI providers (collectively, “Third-Party AI Services”).

(b) Innovative does not own or control Third-Party AI Services and does not warrant or guarantee their performance, availability, accuracy, or continued availability.

(c) Customer’s use of Third-Party AI Services is subject to the applicable terms of service of each such provider, and Customer is responsible for reviewing and complying with those terms.

(d) Innovative shall not be liable for any failure, inaccuracy, or unavailability of any Third-Party AI Service.

17.8.8 Data and Privacy in AI Engagements

(a) Customer is solely responsible for ensuring that any data provided to Innovative for use in an AI Engagement complies with all applicable privacy laws and does not include personal data without appropriate consent or legal basis.

(b) Customer shall not provide Innovative with any data that Customer is not authorized to use for AI training or processing purposes.

17.8.9 Evolving Technology

(a) Customer acknowledges that AI Technologies are rapidly evolving and that the capabilities, limitations, and regulatory landscape may change significantly over time.

(b) Innovative does not warrant that any AI system developed under an AI Engagement will remain compliant with future laws or regulations, or that it will continue to perform as expected as the underlying technology evolves.

(c) Innovative reserves the right to update the AI tools and technologies used in the delivery of Services, provided that such updates do not materially diminish the scope of Services under the applicable Agreement.

(d) Customer is responsible for monitoring applicable AI regulations and for ensuring that its use of AI systems remains compliant with applicable law.

ARTICLE 18 — GENERAL

18.1 Governing Law and Venue

These Standard Terms and all Agreements shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. Any dispute, controversy, or claim arising out of or relating to these Standard Terms or any Agreement shall be brought exclusively in the state or federal courts located in Monroe County, New York, and each party hereby irrevocably consents to the personal jurisdiction of such courts and waives any objection to venue in such courts.

18.2 Waiver of Jury Trial

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE STANDARD TERMS OR ANY AGREEMENT.

18.3 Severability

If any provision of these Standard Terms is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall continue in full force and effect without being impaired or invalidated in any way. The parties agree to replace any invalid or unenforceable provision with a valid provision that most closely approximates the intent and economic effect of the invalid or unenforceable provision.

18.4 Entire Agreement; Integration

These Standard Terms, together with any applicable Agreement, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the parties relating to such subject matter. No prior drafts of these Standard Terms or any Agreement shall be used in the interpretation or construction of these Standard Terms or any Agreement.

18.5 Amendment

(a) These Standard Terms may be amended by Innovative upon thirty (30) days’ written notice to Customer; provided, however, that Innovative will not make any amendment that materially diminishes Customer’s rights or materially increases Customer’s obligations without Customer’s prior written consent.

(b) If Customer does not consent to any such material amendment, Customer may terminate the affected Agreement upon written notice to Innovative within thirty (30) days of receiving notice of the amendment, without incurring an Early Termination Fee, and Innovative will refund to Customer a pro-rata portion of any prepaid fees for Services not yet performed as of the effective date of termination.

(c) Any amendment to a specific Agreement requires a written Change Order or amendment signed by authorized representatives of both parties.

(d) No oral modification of these Standard Terms or any Agreement shall be effective.

18.6 Waiver

No failure or delay by either party in exercising any right, power, or remedy under these Standard Terms or any Agreement shall operate as a waiver thereof. No single or partial exercise of any right, power, or remedy shall preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. All waivers must be in writing and signed by the waiving party to be effective.

18.7 Assignment

(a) Neither party may assign these Standard Terms or any Agreement, or any rights or obligations hereunder, without the prior written consent of the other party, except that Innovative may assign without Customer’s consent in connection with a merger, acquisition, reorganization, or sale of all or substantially all of Innovative’s assets.

(b) Any purported assignment in violation of this Section shall be null and void.

(c) These Standard Terms shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

18.8 Relationship of the Parties

(a) Innovative is, and shall at all times be, an independent contractor of Customer. Neither Innovative nor any of its personnel shall be deemed an employee of Customer for any purpose or entitled to any benefits provided to Customer’s employees.

(b) Nothing in these Standard Terms shall be construed to render Innovative or any Innovative personnel as a partner, agent, or joint venturer with Customer for any purpose. Innovative’s personnel shall not have any authority to act for or bind Customer or to represent that Customer is in any way responsible for Innovative’s acts or omissions.

(c) Innovative’s engagement with Customer does not restrict Innovative from providing services to any other person or entity, and nothing in these Standard Terms shall be construed as creating any exclusivity obligation on Innovative’s part.

18.9 Notices

(a) All formal notices required or permitted under these Standard Terms or any Agreement shall be in writing and shall be deemed duly given when:

(i) delivered personally;

(ii) sent by nationally recognized overnight courier;

(iii) sent by certified mail, return receipt requested, postage prepaid; or

(iv) sent by email with confirmation of receipt.

(b) Notices shall be sent to the addresses set forth in the applicable Agreement or to such other address as a party may designate by notice.

(c) Notices to Innovative shall be addressed to: Innovative Data Processing Solutions LLC, Attn: Legal, 4545 East River Road, Suite 100, West Henrietta, NY 14586; contracts@innovativesol.com.

18.10 Electronic Signatures and Counterparts

(a) These Standard Terms and any Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

(b) Electronic signatures, including signatures delivered via Docusign or a similar electronic signature platform, shall have the same legal force and effect as original handwritten signatures and shall be deemed valid and binding on the parties.

18.11 Attorneys’ Fees

In any action, proceeding, or arbitration arising out of or relating to these Standard Terms or any Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees, court costs, and other litigation expenses from the non-prevailing party, in addition to any other relief to which it may be entitled.

18.12 Subcontractors

Innovative may use subcontractors and independent contractors to perform Services under any Agreement, provided that:

(a) Innovative remains responsible for the performance of all Services;

(b) any subcontractor or independent contractor with access to Customer’s Confidential Information is bound by confidentiality obligations no less protective than those set forth in Article 12; and

(c) Innovative flows down all applicable obligations under these Standard Terms to its subcontractors and independent contractors to the extent necessary for the performance of the Services.

18.13 Cybersecurity and Data Security

(a) Innovative will maintain commercially reasonable technical and organizational security measures designed to protect Customer’s data and systems from unauthorized access, disclosure, alteration, or destruction.

(b) These measures will be appropriate to the nature and sensitivity of the data processed and will be consistent with industry standards for cloud services providers.

(c) Innovative does not guarantee that its security measures will prevent all security incidents, and Customer is responsible for implementing its own security measures appropriate to its environment and risk profile.

(d) Unless otherwise agreed in the applicable Agreement, Innovative processes and stores Customer data within the United States.

18.14 Acceptable Use

Customer shall use Innovative’s services, platforms, and systems only for lawful purposes and in compliance with all applicable laws and regulations. Customer shall not use Innovative’s services to:

(a) violate any applicable law or regulation;

(b) infringe the intellectual property rights of any third party;

(c) transmit any malicious code, viruses, or other harmful software;

(d) engage in any activity that interferes with or disrupts Innovative’s services or systems; or

(e) access or attempt to access any systems or data without authorization.

Innovative reserves the right to suspend or terminate Customer’s access to its services immediately upon discovery of any violation of this Section.

18.15 Publicity and Reference Rights

(a) Innovative may reference Customer’s name and logo in Innovative’s marketing materials, website, case studies, press releases, and other promotional materials to identify Customer as a client of Innovative.

(b) If Customer does not wish to be identified as a client, Customer may opt out by providing written notice to Innovative at contracts@innovativesol.com.

(c) Upon receipt of Customer’s opt-out notice, Innovative will cease using Customer’s name and logo in new materials within thirty (30) days and will use commercially reasonable efforts to remove Customer’s name and logo from existing digital materials within sixty (60) days, provided that Innovative shall have no obligation to recall or modify materials that have been printed or physically distributed prior to receipt of Customer’s opt-out notice.

18.16 Transitional Provisions

Customers with existing agreements governed by prior versions of Innovative’s Standard Terms and Conditions that include terms for the “Tailwinds” service shall continue to be governed by the applicable prior terms with respect to Tailwinds until such agreements expire or are terminated, or until the parties execute a new Agreement incorporating these Standard Terms, whichever occurs first. This Section does not extend or renew any prior agreement.

18.17 Limitation Period

Any claim, action, or proceeding arising out of or relating to these Standard Terms or any Agreement must be commenced within two (2) years after the date the claiming party knew or reasonably should have known of the facts giving rise to such claim, and in no event later than three (3) years after the act or omission giving rise to the claim. Any claim not brought within this period is permanently barred. This limitation applies to all claims regardless of the legal theory, including without limitation breach of contract, negligence, strict liability, and indemnification, except that it shall not apply to (a) claims for non-payment of amounts due under Article 9, which shall be governed by the applicable statute of limitations under New York law, or (b) claims for breach of confidentiality obligations under Article 12 involving trade secrets, which shall be governed by the applicable statute of limitations under New York law.

18.18 Authority

Each party represents and warrants that (a) it has the full right, power, and authority to enter into these Standard Terms and each Agreement and to perform its obligations hereunder and thereunder; (b) the execution, delivery, and performance of each Agreement have been duly authorized by all necessary corporate or organizational action; and (c) the person executing each Agreement on behalf of such party is duly authorized to do so and such execution constitutes a valid and binding obligation of such party, enforceable in accordance with its terms.

18.19 Contact Information

For questions regarding these Standard Terms, any Agreement, or privacy matters, please contact Innovative at:

Phone: (585) 292-5070

Email: contracts@innovativesol.com

Mailing Address: 4545 East River Road, Suite 100, West Henrietta, NY 14586

Customer’s execution of any Agreement, commencement of use of any Services, or payment of any invoice shall constitute Customer’s acceptance of these Standard Terms. These Standard Terms may be accepted electronically, including by electronic signature through Docusign or a similar platform, and such electronic acceptance shall have the same legal force and effect as a handwritten signature.

These Standard Terms and Conditions are Version 04072026, effective April 7, 2026, accessible at https://innovativesol.com/terms and supersede all prior versions of Innovative’s Standard Terms and Conditions.