This document is currently available in English only.

Effective Date: October 21, 2025 version 1.0

This Master Subscription Agreement (“MSA”) governs the procurement of Orbiq Products and Services. It governs the Terms of Service (of the free version of Orbiq), and the Sales Order, or other (ordering) documents (for the paid version of Orbiq), that reference this MSA. This MSA may govern multiple Sales Orders or Freemium subscription agreements between Orbiq and the Customer (including between their Affiliates).

1. Products and Services.

1.1. Description. The Products and Services consist of: (i) a cloud-based back-end that ingests, analyzes, processes, and organizes security documentation, compliance artifacts, and trust-related materials; and (ii) front-end clients (e.g. web interface, plugins, API integrations, embeddable widgets, system connectors) which allow for the retrieval, presentation, distribution, and controlled access to the Customer's security posture, compliance certifications, and trust documentation. The Orbiq platform provides solutions for: (i) centralizing, managing, and showcasing security and compliance credentials; (ii) automating document access workflows through gated content, and user permission controls; and (iii) gaining comprehensive visibility, insights, and analytics on trust center engagement, document utilization, and interactions. Details about current features and functionality of the Products and Services are described in the Documentation. The Products and Services are regularly updated and enhanced using a continuous delivery model during the Subscription Term. The Customer's procurement is not contingent upon the release of future functionality or features, or dependent on any oral or written public comments made by Orbiq regarding future functionality or features.

1.2. Professional Services. If the Customer procures Professional Services from Orbiq, the specific details of the Professional Services will be described on the Sales Order on a per-project basis. Orbiq does not provide any custom deliverables or services under the Agreement that would qualify as work-made-for-hire. Professional Services will be performed remotely unless otherwise specified, in which case the Customer will be invoiced at cost for pre-approved reasonable travel, hotel, and out-of-pocket expenses properly incurred by Orbiq in connection with the Professional Services.

1.3. Roadmap Acceleration. Refers to the option offered by Orbiq whereby, through payment of an additional fee, the Customer may influence the prioritization or timeline of certain product features, without any transfer of intellectual property rights thereby occurring. Any payments made by the Customer for development services shall be deemed exclusively as development, prioritization, or acceleration fees and shall not constitute consideration for ownership rights or exclusive usage rights. Any separate transfer of ownership or grant of license shall require an express written agreement. Orbiq is entitled to integrate the developed features into its standard product offering and to make such features available to other customers. The Customer undertakes vis-à-vis Orbiq not to assert any claims or rights in particular no claims for co-authorship, surrender of source code, documentation, or adaptation rights.

1.4. Technical Support Services. Orbiq’s standard technical support services are included at no additional charge during the Subscription Term. Access to online support resources (docs.orbiqhq.com) is available to all Authorized Users. Access to live technical support is provided to the Customer’s designated support administrators as detailed in the Support Policy (orbiqhq.com/en/support-policy).

2. License Grant and Restrictions.

2.1. License Grant and Reservation of Rights. Subject to ongoing compliance with the Agreement, Orbiq grants Customer a non-exclusive and non-transferable license during the Subscription Term to permit Authorized Users to access, install, implement, and use the Products and Services solely for Customer’s direct beneficial business purposes. Customer's rights to use the Products and Services are limited to those expressly set forth in the Agreement, including limitations based on license type set forth in the Sales Order. Orbiq retains all rights, titles, and interests in and to the Products and Services and all related intellectual property rights, including without limitation any modifications, updates, customizations, apps, or other add-ons.

2.2. Restrictions and Acceptable Use. Except as explicitly permitted under the Agreement, Customer must not do any of the following with the Products and Services: (i) use in violation of any applicable law or regulation; (ii) use in a manner that would cause a material risk to the security or operations of Orbiq or any of its other customers; (iii) disassemble, decompile, or reverse engineer; (iv) redistribute, sell, rent, lease, or sub-license to any third party; (v) remove, obscure, or alter any proprietary notices; or (vi) circumvent, disable, or stress test any security or other technological features. Any use of the Products and Services by Customer or its Authorized Users that in Orbiq’s reasonable assessment threatens the security, integrity, or availability of the Products and Services may result in the suspension of the Products and Services by Orbiq, however, Orbiq will use commercially reasonable efforts under the circumstances to provide Customer with notice prior to any such suspension.

2.3. Authorized Users. Access to the Products and Services is limited to Authorized Users. Authorized User accounts may be reassigned by the Customer, but accounts must not be shared among multiple users. Customer will (i) ensure that its Authorized Users use the Products and Services in compliance with the terms of the Agreement; (ii) promptly report to Orbiq any violation of the Agreement by its Authorized Users and disable such users’ access; and (iii) ensure that no false or misleading personal information is used to create user accounts. The Customer is responsible for any breach of this Agreement by any of its Authorized Users.

3.Customer Content, Privacy, and Security

3.1. Ownership and Permitted Use. As between Orbiq and Customer, all Customer Content is Customer's property. Orbiq will process, reproduce, display, copy, transmit, host, and otherwise use Customer information solely (i) to the extent necessary to perform its obligations or enforce its rights under the Agreement, or (ii) where required or authorized by law.

3.2. Security. Orbiq will establish and maintain appropriate administrative, technical, and physical safeguards and controls to: (i) ensure the ongoing confidentiality, integrity, availability, and resilience of the Products and Services and Customer Content; (ii) restore the availability and access to Customers Content in a timely manner in the event of a physical or technical incident; and (iii) have in place the process for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing through the Products and Services as described in the Service Policy.

3.3. Compliance with Privacy Laws. Orbiq will comply with applicable privacy and data protection laws governing its processing and storage of Personal Data in connection with its role as described in the Agreement. The Orbiq Privacy Policy applies to the limited scenarios where Orbiq is the Data Controller as explained in the Privacy Policy. If at Customer’s discretion, Customer's use of the Products and Services requires the Customer to enter into a data processing agreement, the Orbiq DPA located on Orbiq’s website will be incorporated into the Agreement by reference unless Orbiq and Customer have executed a separate data processing agreement with regards to the Customer’s use of the Products and Services if specified in the Sales Order.

3.4. Customer Responsibility and Obligations Regarding Customer Information.

3.4.1. Customer retains complete control over the configuration, and usage of the Products and Services, and Orbiq will not be responsible or liable for any deletion, corruption, damage, destruction, or unintended exposure of Customer Content and Input due solely to acts or omissions of Customer.

3.4.2. Customer is responsible for ensuring that Customer Content and Input does not violate the Agreement, third-party intellectual property rights, or applicable laws and regulations (including illegal, harmful, offensive, defamatory, misleading, obscene, or abusive material), and allows for the processing of the Customer Content. The Customer will take reasonable steps to identify and promptly remove any such Customer Content.

3.4.3. Customer represents and warrants that Customer Content will not include any Sensitive Personal Information, and that all collection, transfer, and use of any Personal Data in connection with the Products and Services will comply with all applicable privacy laws, regulations, self-regulatory guidelines (including proper disclosure via Customer's privacy policy and receipt of all consents required to process any Personal Data with the Products and Services).

4.Fees, Payments, & Taxes

4.1. Payments and Fees. Customer must pay the Fees according to the payment terms in the Sales Order in the currency stated. All invoices will only be delivered electronically using the billing and contact information provided by Customer. Customer agrees to provide clear indication with its payment as to which invoices (or portions thereof) the payment should be applied. Alternatively, these payment details can be emailed to invoices@orbiqhq.com no later than the date of payment.

4.2. Failure to Pay. If Customer fails to pay any amount due under the Agreement according to the payment terms in the Sales Order, Orbiq will send Customer a reminder notice. If Customer fails to pay within 15 days of the date of the reminder notice, Orbiq may, in its sole discretion, suspend or restrict the Products and Services. Orbiq may charge interest at a monthly rate equal to the lesser of 1% per month or the maximum rate permitted by applicable law on any overdue Fees, from the due date until the date the overdue amount (plus applicable interest) is paid in full.

4.3. Disputes. If Customer believes that Orbiq has incorrectly billed Customer, Customer must contact Orbiq in writing within 30 days of the invoice date, specifying the error. Customer is not entitled to offset or deduct any amounts from Orbiq’s invoice unless (i) Customer has properly notified Orbiq of the dispute, and (ii) the dispute is made in good faith.

4.4. Taxes. Customer is responsible for paying all applicable Taxes. If Orbiq determines that Orbiq has the legal obligation to pay or collect Taxes, Orbiq will add such Taxes to the applicable invoice and Customer will be obligated to pay such Taxes, unless Customer provides Orbiq with a valid tax exemption certificate from the appropriate taxing authority. If a taxing authority subsequently pursues Orbiq for unpaid Taxes for which Customer is responsible under the Agreement and which Customer did not pay to Orbiq, Orbiq may invoice Customer and Customer will be obligated to pay such Taxes to Orbiq or directly to the taxing authority, plus all applicable interest, penalties, and charges.

5. Intellectual Property Indemnification

5.1. Orbiq Obligations. Orbiq will (i) defend at its expense, and (ii) pay any damages finally awarded by a court of competent jurisdiction (or settlement amounts agreed to in writing by Orbiq) for third-party Claims alleging that the Products and Services directly infringe the third party’s patent, copyright, or trademark.

5.2. Customer Obligations. Customer will (i) defend at its expense, and (ii) pay any damages finally awarded by a court of competent jurisdiction (or settlement amounts agreed to in writing by Customer) for third-party Claims alleging that the Customer Content directly infringes the third party’s patent, copyright, or trademark.

5.3. Conditions. The indemnification obligations under this article are subject to the indemnified Party: (i) promptly giving written notice of the Claim to the indemnifying Party; (ii) giving the indemnifying Party sole control of the defense, negotiation, and settlement of the indemnified portion of the Claim; and, (iii) providing the indemnifying Party with all reasonable assistance required to effectively defend the Claim.

5.4. IP Exceptions.

5.4.1. Orbiq will not have any indemnification obligation or liability regarding a third-party intellectual property infringement Claim when the infringement was caused by: (i) a combination of the Products and Services with any component not supplied by Orbiq, or with a third-party component activated at the sole risk of Customer; (ii) unauthorized alteration or modification of the Products and Services by anyone other than Orbiq, or (iii) failure by Customer to use the latest version of the Products and Services as requested by Orbiq.

5.4.2. Customer will not have any indemnification obligations or liability regarding a third-party intellectual property infringement Claim when the infringement was caused by any unauthorized combination of Customer Content with any third-party component not provided by the Customer so long as the non-combined or non-altered Customer Content as such is not infringing.

5.5. IP Remedies. In the defense or settlement of any third party intellectual property infringement claim, Orbiq may, at its sole option and expense: (i) procure for Customer a license to continue using the Products and Services in the same manner as anticipated by the Agreement; (ii) replace or modify the allegedly infringing Products and Services to avoid the infringement at no additional cost to Customer; or (iii) terminate Customer’s license and access to the Products and Services (or its infringing part) and refund any prepaid unused Fees as of the date of termination. The remedies and obligations in this section of the Agreement are Orbiq’s sole and exclusive remedies and liability regarding the subject matter giving rise to any third party intellectual property infringement Claim.

6. Limitation of Liability

6.1. Disclaimer of Indirect Damages. To the extent permitted by law, neither Party will, under any circumstances, be liable to the other Party or to any third party for indirect, consequential, incidental, special, or exemplary damages, or for lost profits or loss of business arising out of or related to the Agreement, even if the Party is apprised of the likelihood of such damages occurring.

6.2. Cap on Liability. To the extent permitted by law, under no circumstances will either Party’s total aggregate liability of all kinds arising out of or related to the Agreement, regardless of the forum and regardless of whether any action or claim is based on contract, tort (including negligence), or otherwise, exceed the total amounts paid or payable by Customer under the Agreement during the 12 months immediately preceding the date of the event giving rise to the Claim. The foregoing limitations in Sections 6.1 and 6.2 do not apply to claims based on: (i) death or personal injury caused by negligence; (ii) fraud or fraudulent misrepresentation; (iii) either Party’s intellectual property indemnification obligations in Section 5; (iv) the liability of either Party for misappropriating the other Party’s intellectual property; (v) Orbiq’s data privacy remediation obligations in Section 3.4; (vi) Customer’s payment obligations.

6.3. Third-Party Products. The Agreement does not govern the Customer's use of Third-Party Products used in connection with the Products and Services. Third-party products are governed solely by the terms and conditions between the Customer and the Third-Party Product developer. Orbiq does not make any commitments or claims regarding security, confidentiality, or performance of any Third-Party Products, and specifically disclaims any liability regarding Third-Party Products. Customer acknowledges and accepts that Third-Party Products: (i) are activated and used at the sole risk of Customer; (ii) are not warranted, supported, or endorsed by Orbiq; and (iii) may degrade the performance of the Products and Services beyond Orbiq’s reasonable control. To the extent any Third-Party Product accesses, processes, or gathers Personal Data, the applicable third party is Customer’s direct data processor, and is not acting as a data sub-processor of Orbiq.

7. Term and Termination

7.1. Term. The Subscription Term is set forth during the sign-up process for the free version, or in the applicable Sales Order for the paying versions. This MSA will apply to each Sales Order in which it is incorporated until the expiration of the Subscription Term, as modified by any applicable extension or early termination.

7.1.1. Customer that uses the free version does not have any guarantee around the Subscription Term and does not receive minimum or guaranteed terms. It can be terminated by Orbiq at any point in time for any reason.

7.2. Renewal. The Subscription Term will automatically extend for a subsequent period equal to the same ("Extended Term") at the end of the Subscription Term and at the end of each Extended Term. The Customer may give thirty (30) Calendar Days' written notice to Orbiq before the end of the Subscription Term or the relevant Extended Term, to terminate this MSA at the end of the respective term.

7.3. Termination for Cause. If either Party commits a material breach of the Agreement, the non-breaching Party may give written notice describing the nature and basis of the breach to the breaching Party. If the breach is not cured within 30 days of the notice date, the non-breaching Party may immediately terminate the Agreement, in whole or in part.

7.4. Effect of Termination or Expiration.

7.4.1. All-access to and use of the Products and Services must immediately cease upon termination or expiration of the Sales Order.

7.4.2. If the Agreement is terminated for any reason other than Orbiq’s uncured material breach, Customer will be responsible for Fees covering the remainder of the then-current term.

7.4.3. If the Agreement is terminated for Orbiq's uncured material breach, Orbiq will provide Customer a pro-rata refund of all prepaid but unused Fees.

7.4.4. Each Party will return to the other Party or destroy all materials containing or reflecting any of the other Party’s Confidential Information. The Customer will be able to retrieve all Customer Content in native format and analytics relating to the use of the Products and Services for 30 days following the Agreement termination date. Customer Content will be purged from Orbiq systems within 200 days after termination of the Agreement. During such retention terms, Orbiq shall not use the Customer Content and analytics relating to the use of the Products and Services for any other purpose than to ensure backup availability.

7.5. Survival. The termination or expiration of the Agreement will not affect any provisions of the Agreement which by their nature survive termination or expiration, including the provisions that deal with the following subject matters: definitions, payment obligations, confidentiality, term and termination, effect of termination, intellectual property, license compliance, limitation of liability, privacy, content monitoring, and the “General Provisions” section in this MSA.

8. Warranties, Disclaimers, and Remedies

8.1. Products and Services. Only applicable for paying customers. Orbiq warrants that (i) the Products and Services as delivered to Customer will materially conform to the Documentation and specifications set forth in the applicable Sales Order; and (ii) the overall functionality of the Products and Services will not be materially decreased during the Subscription Term. Orbiq further warrants that Orbiq will perform Professional Services in a professional and workmanlike manner. Customer must notify Orbiq of a claim under this warranty within 30 days of the date on which the condition giving rise to the claim first appears.

8.2. Remedies. Only applicable for paying customers. To the extent permitted by law, Customer's sole and exclusive remedy arising out of or in connection with a breach of warranty is limited to replacement of the non-conforming Products and Services or re-performance of the Professional Service, as applicable. If in Orbiq's sole discretion replacement or re-performance is not commercially reasonable, Orbiq may terminate the applicable portion of the Sales Order and provide a refund of any prepaid unused Fees for the applicable Product and Services.

8.3. Implied Warranties. Only applicable for paying customers. To the maximum extent permitted by law and except for the express warranties in this section, Orbiq provides the Products and Services on an "as-is" basis. Orbiq disclaims and makes no other representation or warranty of any kind, express, implied, or statutory (including claims about merchantability, title, non-infringement, accuracy, or fitness for a particular purpose). Customer acknowledges that Orbiq does not control and Orbiq is not responsible for any interruptions, delays, cancellations, delivery failures, data loss, content corruption, packet loss, or other damage arising from (i) Customer equipment or the transfer of data over communication networks, facilities, and devices (including the Internet); (ii) limitations, interruptions, delays, cancellations, and other problems inherent in the use of such communications networks, facilities, and devices not within Orbiq’s control; and (iii) Customer’s failure to properly install appropriate security updates and patches to software and programs on networks and devices within Customer’s control.

9. Confidentiality

9.1. Use and Protection. The receiving Party will only use Confidential Information for the purposes of the Agreement and will not reproduce, disseminate, or disclose Confidential Information to any person, except to its employees and authorized representatives (e.g. temporary employees, consultants, and contractors) who need to know the Confidential Information for the purposes of the Agreement and are bound by confidentiality obligations at least as restrictive as those in this section. The receiving Party will treat Confidential Information with the same degree of care as it treats its own information of similar sensitivity, but never with less than reasonable care. The obligations in this section survive for three (3) years following expiration or termination of the Agreement. Any Confidential Information retained in backup media will continue to be subject to this section until it is deleted.

9.2. Permitted Disclosure. The receiving Party may disclose Confidential Information: (i) as approved in writing and signed by the disclosing Party; (ii) as necessary to comply with any law or valid order of a court or other governmental body; or (iii) as necessary to establish the rights of either Party, but in the case of (ii) and (iii), only if the receiving Party promptly notifies the disclosing Party of the details of the required disclosure and gives the disclosing Party all assistance reasonably required by the disclosing Party to enable the disclosing Party to take available steps to prevent the disclosure or to ensure that disclosure occurs subject to an appropriate obligation of confidence.

10. General Provisions

10.1. Relationship. Orbiq will be and act as an independent contractor (and not as the agent or representative of Customer) in the performance of the Agreement. The Agreement does not create a partnership, franchise, joint venture, agency, or fiduciary relationship between the Parties.

10.2. Notices. Any notice given under the Agreement must be in writing and delivered by email to the following addresses (or alternative addresses provided in writing by each Party): legal@orbiqhq.com (to Orbiq); the primary billing email address set forth in the Sales Order (to Customer). All notices will be deemed to have been delivered the second business day after sending by email.

10.3. Feedback and Metadata. Customer may provide feedback to Orbiq about the Products and Services (e.g., technical support input, suggestions, or enhancement requests) and generate metadata (i.e., anonymous, aggregated, non-personal, technical data from the Products and Services). Metadata does not include Personal Data. Orbiq may develop, modify, and improve the Products and Services based on Customer’s feedback and metadata. Orbiq reserves the right to use, publish, and otherwise exploit metadata and feedback without restriction.

10.4. Beta Products and Services. From time to time Orbiq may make certain features and functionality available to Customer that are subject to further testing and development. These features and functionalities (collectively “Beta Products and Services”) will be marked as alpha, beta, demo, demonstration, evaluation, trial, early access, or preview, or any other words which impart a similar meaning. Customer acknowledges that these Beta Products and Services might not function as intended and agrees not to use them unless Customer accepts the risks of using pre-release technologies. The Beta Products and Services are experimental and do not create any obligation for Orbiq to continue to develop, productize, support, repair, or offer for sale the Beta Products and Services. The Beta Products and Services are provided “as is” without any express or implied warranty. In no event shall Orbiq or its suppliers be liable for any damages whatsoever arising out of the use of or inability to use the Beta Products and Services.

10.5. Waiver, Modification. No failure or delay by either Party in exercising any right under the Agreement will constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies. The Agreement may not be modified nor any rights under it waived, in whole or in part, except in writing signed by the Parties.

10.6. Severability. If any provision of the Agreement is held by a court of competent jurisdiction to be illegal, unenforceable, or invalid, the provision may be interpreted by the court so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining portions of the Agreement will remain in full force and effect.

10.7. Independent Allocations of Risk. Each provision of the Agreement that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is to allocate the risks of the Agreement between the Parties. This allocation is reflected in the pricing offered by Orbiq to Customer and is an essential element of the basis of the bargain between the Parties.

10.8. Assignment. Neither Party may assign any of its rights or obligations under the Agreement without the prior written consent of the other Party (not to be unreasonably withheld or delayed). Notwithstanding the foregoing, either Party may assign the Agreement in its entirety (including all rights and obligations) without consent of the other Party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other Party. Any purported assignment in violation of this section will be null and void. Subject to the foregoing, the Agreement will bind and inure to the benefit of the Parties, their respective successors, and permitted assigns.

10.9. Force Majeure. Neither Party will be liable for, or be considered to be in breach of the Agreement on account of any delay or failure to perform as required by the Agreement as a result of any unforeseeable or exceptional situation beyond its reasonable control, so long as the non-performing Party (i) did not cause such situation by its own negligent acts or omissions, and (ii) exercised all due diligence and used commercially reasonable efforts to avoid such situation and mitigate the impact.

10.10. No Third-Party Beneficiaries. There are no third-party beneficiaries to the Agreement, including, without limitation, Authorized Users.

10.11. Entire Agreement. The Agreement contains the entire understanding of the Parties relating to the subject matter and supersedes all earlier agreements, understandings, proposals, discussions, negotiations, representations, and warranties, both written and oral, regarding the subject matter. No modification or amendment of any provision of the Agreement will be effective unless in writing and signed by the Party against whom the modification or amendment is to be asserted.

10.12. Customer’s Purchase Order. Any terms or conditions in Customer’s purchase order or any other related documents submitted by or on behalf of Customer to Orbiq do not form part of the Agreement and are void, unless otherwise expressly agreed in writing and signed by the Parties.

10.13. Counterparts. The Agreement (or a component) may be executed in counterparts, which taken together will form one legal instrument.

10.14. Anti-Corruption and Compliance. Customer acknowledges and agrees that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Orbiq's employees or agents in connection with the Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Customer learns of any violation of the above restriction, Customer will use reasonable efforts to promptly notify Orbiq of such violation. Each Party agrees to comply with applicable trade control laws and regulations. For US Government end users only: Customer acknowledges that Products and Services are “Commercial Item(s),” as that term is defined at 48 C.F.R. section 2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as the terms are used in 48 C.F.R. section 12.212 or 48 C.F.R. section 227.7202, as applicable.

10.15. Governing Law, Venue, and Disputes. The Agreement is governed by and construed under the laws of Germany (for Agreements with Orbiq GmbH), without regard to any conflict of law rules or principles, and excluding the application of the United Nations Convention on Contracts for the International Sale of Goods. The Parties irrevocably submit to the exclusive jurisdiction of the courts of competent jurisdiction in Hamburg, Germany (for Agreements with Orbiq GmbH). Parties will first try to settle any dispute between them amicably in good-faith negotiations prior to seeking enforcement from a court.

11. Definitions

11.1. “Affiliate(s)” means, for a Party, any other entity that controls, is controlled by, or under common control with the Party. For the purposes of this definition, the term “control” means the direct or indirect power to direct the affairs of an entity through at least 50% of the shares, voting rights, participation, or economic interest in such entity.

11.2. “Agreement” means the accepted MSA for non-paying customer, and the combination of the applicable Sales Order and this MSA for paying customers (including all exhibits, addenda, and amendments which are properly attached or incorporated by reference).

11.3. “Authorized User(s)” means any individual or entity for whom a unique username and password has been created under Customer's Orbiq account. Authorized Users may include employees of Customer or its Affiliates or other third parties, so long as they are not a direct competitor of Orbiq.

11.4. “Claim” means a claim, demand, action, or legal proceeding filed against a Party.

11.5. “Confidential Information” means non-public or proprietary information about the disclosing Party’s business (including copies, summaries, and extracts) that is (i) disclosed in tangible form and identified in writing as confidential at the time of disclosure, (ii) disclosed in non-tangible form and unambiguously identified as confidential at the time of disclosure, or (iii) disclosed in such a manner, or is of such a nature, that a reasonable person under the same circumstances would clearly understand the information to be confidential. Confidential Information of Customer includes Customer Content. Confidential Information does not include information that (i) is or becomes generally publicly available through no fault of the receiving Party, (ii) was known to the receiving Party, free of any confidentiality obligations, before its disclosure by the disclosing Party, (iii) becomes known to the receiving Party, free of any confidentiality obligations, from a source other than the disclosing Party, or (iv) is independently developed by the receiving Party without use of or reference to the Confidential Information, as demonstrated by documents and other competent evidence in the receiving Party’s possession.

11.6. “Customer Content” means all files, content (including audio, video, text, or images), and data (including Personal Data) belonging to or controlled by the Customer, which is uploaded into the Products and Services or otherwise provided to Orbiq for processing pursuant to the Agreement.

11.7. “Customer” means the entity entering the Agreement with Orbiq and identified in the Sales Order, including, as applicable, Customer’s Affiliates.

11.8. “Documentation” means written technical and usage documentation about the Products and Services published by Orbiq.

11.9. “Fees" means the fees payable for the Products and Services specified in the Sales Order.

11.10. “Party” means Orbiq or Customer, as applicable.

11.11.“Personal Data” means information, taken alone or in combination with other data, which may be used to identify, directly or indirectly, a specific individual.

11.12. “Products and Services” means the Orbiq technology, software, and Professional Services set out in the Sales Order.

11.13. “Professional Services” means any consulting, training, implementation, or technical support services provided by Orbiq to Customer, as set out in the Sales Order.

11.14. “Sales Order” means the sales order form, statement of work, or other written document detailing the Products and Services being procured by Customer, and which references this MSA.

11.15. “Sensitive Personal Information” means information of a sensitive nature, including without limitation, personal financial and financial account information, sexual orientation, personal medical or health information, personal information of children under 13, personal education records, and social security, national identity, national insurance, and similar personal identifiers. Where specific privacy or data protection laws apply (e.g., the General Data Protection Regulation (GDPR), the Gramm-Leach-Bliley Act (GLB), Health Insurance Portability and Accountability Act of 1996 (HIPAA), US Children’s Online Privacy Protection Act (COPPA), Family Educational Rights and Privacy Act (FERPA)) and those laws define Sensitive Personal Information or a similar term (e.g., "Sensitive Personal Data" or ”Protected Health Information”), Sensitive Personal Information will adopt the meaning from the applicable law or regulation.

11.16. “Orbiq” means the following: Orbiq GmbH

11.17. “Orbiq Privacy Policy” means the privacy notice maintained at www.orbiqhq.com/en/privacy, as updated from time to time.

11.18. “Subscription Term” means the duration of the subscription for Products and Services, as stated in the Sales Order, and modified by any applicable extension or early termination.

11.19. “Taxes” means any local, state, provincial, federal, or foreign taxes (e.g., value-added, sales, or use taxes), or other governmental charges or duties resulting from the Agreement, excluding income taxes on Orbiq’s revenue.

11.20. “Third-Party Product(s)” means any product, platform, or service not developed by Orbiq that enhances, manipulates, integrates with, interacts with, interoperates with, or adds functionality to the Products and Services or Customer Content. Third-party products may include public APIs, stand-alone software, or hardware. Third- Party Products may be obtained directly from the developer or through a reseller. Orbiq may act as a reseller for some Third-Party Products.