Terms of Service Agreement

Version: 1.0

Effective Date: Feb 3, 2026

Last Updated Date: Feb 3, 2026

PLEASE READ THIS TERMS OF SERVICE AGREEMENT (THE "TERMS OF SERVICE") CAREFULLY. THIS AGREEMENT APPLIES TO THE RANGER AND/OR PATHFINDER SERVICES AVAILABLE THROUGH, OR ENABLED VIA, THE NEW COMPASS WEBSITE (COLLECTIVELY THE "PLATFORM") WHICH IS OWNED AND OPERATED BY NEW COMPASS SOLUTIONS, INC. ("NEW COMPASS," "WE," OR "US"). THESE TERMS OF SERVICE GOVERN THE USE OF THE PLATFORM BY YOU ("USER") UNLESS YOUR EMPLOYER OR THE ENTITY GIVING YOU ACCESS HAS A WRITTEN AGREEMENT WITH NEW COMPASS AND THEN THE TERMS OF THAT OTHER AGREEMENT SHALL CONTROL YOUR USE OF THE PLATFORM AND SERVICES AND NOT THESE TERMS.

BY ACCESSING OR USING THE PLATFORM IN ANY WAY, INCLUDING USING THE SERVICES AND RESOURCES AVAILABLE THROUGH THE PLATFORM VIA THE WEBSITE (EACH A "SERVICE" AND COLLECTIVELY, THE "SERVICES") OR BY CLICKING ON THE "I ACCEPT" BUTTON, COMPLETING THE REGISTRATION PROCESS, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF USE, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH NEW COMPASS, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE TERMS OF USE PERSONALLY OR ON BEHALF OF COMPANY YOU HAVE NAMED AS THE USER, AND TO BIND THAT COMPANY TO THE TERMS OF USE. THE FIRST DATE YOU DO ANY OF THE FOREGOING SHALL BE REFERRED TO AS THE "EFFECTIVE DATE". THE TERM "YOU" OR "CUSTOMER" REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER WHEN YOU REGISTERED ON THE PLATFORM. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF USE, YOU MAY NOT ACCESS OR USE THE PLATFORM OR THE SERVICES.

PLEASE BE AWARE THAT IF YOUR EMPLOYER OR THE ENTITY THAT NAMED YOU AS AN USER HAS A WRITTEN AGREEMENT WITH NEW COMPASS, THEN THESE TERMS OF SERVICE WILL NOT APPLY TO YOU AND YOU WILL BE GOVERNED BY THE AGREEMENT BETWEEN THAT ENTITY AND NEW COMPASS.

PLEASE BE AWARE THAT SECTION 12.3 (DISPUTE RESOLUTION) OF THIS AGREEMENT, BELOW, CONTAINS PROVISIONS GOVERNING HOW TO RESOLVE DISPUTES BETWEEN YOU AND THE COMPANY. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.

ANY DISPUTE, CLAIM OR REQUEST FOR RELIEF RELATING IN ANY WAY TO YOUR USE OF THE PLATFORM OR SERVICES WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF DELAWARE, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED FROM THIS AGREEMENT.

You should print a copy of these terms or save them to your computer for future reference.

Your use of, and participation in, certain Services may be subject to additional terms ("Supplemental Terms") and such Supplemental Terms will either be listed in the Terms of Service or will be presented to you for your acceptance when you sign up to use the supplemental Service. If the Terms of Service are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service. The Terms of Service and any applicable Supplemental Terms are referred to herein as the "Agreement."

PLEASE NOTE THAT THE AGREEMENT IS SUBJECT TO CHANGE BY COMPANY IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, New Compass will make a new copy of the Terms of Service available at the website and within the Platform and any new Supplemental Terms will be made available from within, or through, the affected Service on the website or within the Platform. We will also update the "Last Updated" date at the top of the Terms of Service Agreement. If we make any material changes, and you have registered with us to create an account we will also send an e-mail to you at the last e-mail address you provided to us pursuant to the Agreement. Any changes to the Agreement will be effective immediately for new users of the Platform and/or Services and will be effective thirty (30) days after posting notice of such changes on the website for existing Users, provided that any material changes shall be effective for Users who have an account with us upon the earlier of thirty (30) days after posting notice of such changes on the website or thirty (30) days after dispatch of an e-mail notice of such changes to Users. New Compass may require you to provide consent to the updated Agreement in a specified manner before further use of the website, the Platform and/ or the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Platform and/or the Services. Otherwise, your continued use of the Platform and/or Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.

In consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.

1. Use of Service

1.1 Orders

Access to each Service (and any applicable Module) to be provided by New Compass will be as set forth in one or more Orders executed by the parties (or by the entity that named you as an User) from time to time during the Term. The parties shall sign each Order separately. New Compass is not obligated to provide any Service to Customer and Customer is not obligated to use any Service, until such time as New Compass has accepted an Order under the terms of this Agreement and you have paid for that Service. Merely registering for an account does not give you the right to access the Platform or use the Service.

1.2 Services

New Compass will make the Service ordered and paid for by Customer available to Customer for the Subscription Term solely for use by Customer and its Users in accordance with the terms and conditions of this Agreement, the Documentation, and the Order up to the Service Limits set forth in the Order. Customer shall be responsible for each User's compliance with this Agreement, and acts or omissions by any User shall be deemed acts by Customer. To the extent Customer installs Client Software in connection with its use of the Service, New Compass grants to Customer and its Users a limited, non-transferable, non-sublicensable, non-exclusive license during the Subscription Term to use the object code form of the Client Software internally in connection with Customer's and its Affiliates' use of the Service, subject to the terms and conditions of this Agreement and the Documentation.

1.3 Access

Subject to the terms and conditions of this Agreement New Compass will provide Customer with access to the New Compass Offering ordered by Customer under an Order. New Compass will provide Customer with the necessary passwords, security protocols, policies, and network links or connections and access protocols to allow Customer and its Users to access the applicable New Compass Offering. Customer will use commercially reasonable efforts to prevent unauthorized access to, or use of, the New Compass Offering and Service and notify New Compass promptly of any such unauthorized use confirmed by Customer. Each User will be assigned a unique user identification name and password ("User ID") for access to and use of the Service or use the single sign on capabilities of the Service. User IDs cannot be shared or used by more than one User at a time.

1.4 General Restrictions

Customer will not (and will not permit any third party to): (i) sell, rent, lease, license, distribute, provide access to, sublicense, or otherwise make available the Service to a third party (except as set forth in the Documentation for Service features expressly intended to enable Customer to provide its third parties with access to Customer Data) or in a service bureau or outsourcing offering; (ii) use the Service to provide, or incorporate the Service into, any substantially similar cloud-based service for the benefit of a third party; (iii) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the Service, except to the extent expressly permitted by applicable law (and then only upon advance written notice to New Compass); (iv) remove or obscure any proprietary or other notices contained in the Service; or (v) use any New Compass Offerings in violation of the Acceptable Use Policy.

2. Data

2.1 Rights in Customer Data

As between the parties, Customer or its licensors retain all right, title and interest (including any and all intellectual property rights) in and to the Customer Data and any modifications made thereto in the course of operation of the Service. Subject to the terms of this Agreement, Customer hereby grants to New Compass and its Affiliates a non-exclusive, worldwide, royalty-free right to: (i) process the Customer Data to provide the Service to Customer, (ii) to prevent or address service or technical problems therein, or (iii) as may be required by law. Customer acknowledges and agrees that the New Compass Offerings use artificial intelligence models to process the Customer Data and they are an integral part of the New Compass Offerings (the "New Compass Models"). As part of the New Compass Offerings, those New Compass Models will learn from the Customer Data to improve accuracy and to create the reports and alerts that are part of the New Compass Offerings and also create derivative data and insights ("Derived Data").

2.2 Data Representations

Customer represents and warrants that it has obtained all consents and has all rights necessary to send the Customer Data to New Compass for processing in accordance with the terms of this Agreement. Customer will not transfer to, or otherwise send to New Compass any Customer Data where it is illegal to do so (e.g., Customer does not have the requisite consent to transfer the Customer Data to New Compass). For example, if it is illegal to send to New Compass a license plate number, Customer shall not send the license plate number to New Compass and shall be responsible for obfuscating or otherwise removing that license plate from the Customer Data that Customer sends to New Compass. This obligation will not change even if New Compass offers Customer tools to facilitate the removal or obfuscation of such data.

2.3 Use Obligations

Customer will use the New Compass Offerings and all Customer Data solely in compliance with applicable laws, government regulations, and any other legal requirements, including but not limited to, any data localization or data sovereignty laws, regulations, and any other third-party legal requirements applicable to Customer. Customer is solely responsible for the accuracy, content and legality of all Customer Data. Customer warrants that Customer has, and will have, sufficient rights in the Customer Data to grant the rights to New Compass under this Agreement and that the processing of Customer Data by New Compass in accordance with this Agreement will not violate any laws or the rights of any third party.

2.4 Third Party Data

The parties acknowledge and agree that certain New Compass Offerings may use third party data as part of the Service. New Compass is not responsible for the accuracy of such third party data and will notify Customer of the inclusion of any such third party data as part of the applicable New Compass Offering. The third party providing the applicable third party data retains all rights to such third party data and nothing in this Agreement permits Customer to separately download any such third party data. In addition, certain third party data may have additional terms associated with its use as set forth in an Order.

3. Security

New Compass shall maintain reasonable data safeguards and procedures designed to prevent the unauthorized use or disclosure of Customer Data as required under applicable privacy laws and as set forth under generally recognized industry standards. During the Term, New Compass will maintain physical, administrative, and technical security measures designed to ensure the availability, integrity, and confidentiality of the Customer Data.

4. Intellectual Property

4.1 New Compass Materials

Customer agrees that New Compass or its suppliers retain all right, title and interest (including all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the New Compass Materials. Except for the express limited rights set forth in this Agreement, no right, title or interest in any New Compass Materials is granted to Customer. Further, Customer acknowledges that the Service is offered as an online, hosted solution, and that Customer has no right to obtain a copy of the underlying computer code for the Service, except (if applicable) for the Client Software in object code format.

4.2 Usage Data

Notwithstanding anything to the contrary in this Agreement, New Compass may collect and use Usage Data to develop, improve, support, and operate its products and services. New Compass may not share any Usage Data that includes Customer's Confidential Information with a third party except (i) in accordance with Section 5 (Confidentiality) of this Agreement, or (ii) to the extent the Usage Data is aggregated and anonymized such that Customer and Customer's Users cannot be identified.

4.3 Feedback

Customer hereby grants to New Compass a royalty-free, worldwide, transferable, sublicensable, perpetual license to use any suggestions, enhancement requests, recommendations, or other feedback provided by Customer, including Users, relating to the New Compass Materials. ALL FEEDBACK IS PROVIDED "AS IS", "AS AVAILABLE," AND WITH ALL FAULTS, AND CUSTOMER AND ITS AFFILIATES, SUPPLIERS, CONTRACTORS, AND LICENSORS HEREBY DISCLAIM ALL OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS, RELATING TO THE FEEDBACK WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.

5. Confidentiality

Each party (as "Receiving Party") will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to: (i) not use any Confidential Information of the other party (the "Disclosing Party") for any purpose outside the scope of this Agreement; and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates' employees and contractors who need that access for purposes consistent with this Agreement and who are bound by obligations of confidentiality to the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. If Receiving Party is required by law, regulation or court order to disclose Confidential Information, then Receiving Party shall, to the extent legally permitted, provide Disclosing Party with advance written notice and cooperate in any effort to obtain confidential treatment of the Confidential Information including, without limitation, the opportunity to seek appropriate administrative or judicial relief. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party, the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.

6. Fees and Payment; Taxes; Payment Disputes

6.1 Fees and Payment

All Fees and payment terms are as set forth in the applicable Order. If the Order does not specify payment terms then all Fees shall be due within thirty (30) days of Customer's receipt of New Compass' invoice. Except as expressly set forth in this Agreement and to the extent permitted by law, all payment obligations are non-cancelable and Fees are non-refundable. If Customer issues a purchase order upon entering into an Order, then: (i) any such purchase order submitted by Customer is for its internal purposes only, and New Compass rejects, and in the future is deemed to have rejected, any purchase order terms to the extent they add to or conflict in any way with this Agreement or the applicable Order and such additional or conflicting terms will have no effect; (ii) it shall be without limitation to New Compass's right to collect Fees owing hereunder; and (iii) on request, New Compass will reference the purchase order number on its invoices (solely for administrative convenience), so long as Customer provides the purchase order reasonably in advance of the invoice date. New Compass will invoice Customer using the billing contact information set forth in the applicable Order or as updated by Customer in the Service. Any amounts not paid when due will bear interest at the rate of one and one half percent (1.5%) per month, or the maximum legal rate if less.

6.2 Taxes

Fees do not include Taxes. Customer is responsible for paying all Taxes associated with its purchases hereunder, including without limitation all use or access of the New Compass Offerings by its Users. If New Compass has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, New Compass will invoice Customer and Customer will pay that amount unless Customer provides New Compass with a valid tax exemption certificate authorized by the appropriate taxing authority. Taxes will not be deducted from payments to New Compass, except as required by applicable law, in which case Customer will increase the amount payable as necessary so that, after making all required deductions and withholdings, New Compass receives and retains (free from any liability for Taxes) an amount equal to the amount it would have received had no such deductions or withholdings been made. Upon New Compass's request, Customer will provide to New Compass its proof of withholding tax remittance to the respective tax authority. Where applicable, Customer will provide its VAT/GST Registration Number(s) on the Order to confirm the business use of the purchased services.

6.3 Payment Disputes

If Customer provides written notice to New Compass within thirty (30) days of receipt of an invoice from New Compass of a disputed charge, New Compass shall not charge a late fee under Section 6.1 as to the actual amount in dispute, nor shall New Compass suspend Services provided that Customer is disputing the applicable Fees reasonably and in good faith and is diligently cooperating with New Compass to promptly resolve the dispute. All amounts not disputed within thirty (30) days shall be deemed due and owing in accordance with the terms of this Agreement and Customer waives any rights to dispute such Fees later.

7. Term and Termination

7.1 Term

This Agreement is effective as of the Effective Date and will remain in effect until terminated in accordance with its terms (the "Term"). If there is no Order currently in effect, either party may terminate this Agreement upon written notice to the other party. Each Order will terminate upon expiration of the applicable Subscription Term, unless expressly stated otherwise in the Order or in this Agreement.

7.2 Termination for Cause

Either party may terminate this Agreement (including all related Orders) if the other party: (i) fails to cure any material breach of this Agreement (including a failure to pay Fees) within thirty (30) days after written notice (without limiting Section 6.3 (Payment Disputes)); (ii) ceases operation without a successor; or (iii) seeks protection under any bankruptcy, receivership, trust deed, creditors' arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party and is not dismissed within ninety (90) days (to the extent such termination is not prohibited by law). Except where an exclusive remedy is specified, the exercise by either party of any remedy under this Agreement, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law or otherwise. For any termination of this Agreement by Customer for cause in accordance with Section 7.2(a), Customer shall be entitled to a refund of any prepaid unused Fees for the Service purchased hereunder.

7.3 Effect of Termination; Customer Data Retrieval

Upon written notice to New Compass, Customer will have up to thirty (30) calendar days from termination or expiration of this Agreement to access the Service solely to the extent necessary to retrieve Customer Data ("Retrieval Right"). If Customer exercises its Retrieval Right, this Agreement and the applicable Order shall continue in full force and effect for the duration of the Retrieval Right and Customer shall pay New Compass the Fees for such use. New Compass shall have no further obligation to make Customer Data available after the later of (i) the effective date of termination of this Agreement, or (ii) the Retrieval Right period, if applicable, and thereafter New Compass shall promptly delete the Customer Data. After the Retrieval Right period, Customer will have no further access to Customer Data and shall cease use of and access to the New Compass Offerings (including any related New Compass Materials) and delete all copies of Client Software, Documentation, any associated passwords or access codes, and any other New Compass Confidential Information in its possession. Notwithstanding any termination or anything to the contrary in this Agreement or any Order, Customer shall pay for all of its use of the New Compass Offerings.

7.4 Survival

The following sections will survive any expiration or termination of this Agreement: 1.4 (General Restrictions), 4 (Intellectual Property), 5 (Confidentiality), 6.1 (Fees and Payment), 6.2 (Taxes), 7 (Term and Termination), 8.3 (Warranty Disclaimer), 10 (Indemnification), 11 (Limitation of Remedies and Damages), 12 (General Terms), and 13 (Definitions).

7.5 Suspension of the New Compass Offerings

In addition to any of its other rights or remedies (including, without limitation, any termination rights) set forth in this Agreement, New Compass reserves the right to suspend provision of the New Compass Offerings: (i) if any Fees are thirty (30) days or more overdue (and are not otherwise subject to Section 6.3 (Payment Disputes)); (ii) if New Compass deems such suspension necessary as a result of Customer's breach of Sections 1.4 (General Restrictions); (iii) if New Compass reasonably determines suspension is necessary to avoid material harm to New Compass or its customers, including if the Service is experiencing denial of service attacks, mail flooding, or other attacks or disruptions outside of New Compass's control; or (iv) as required by law or at the request of governmental entities.

8. Warranty

8.1 Service Warranty

New Compass warrants that the Service will operate in substantial conformity with the applicable Documentation. If New Compass is not able to correct any reported non-conformity with this warranty, either party may terminate the applicable Order, and Customer, as its sole remedy, will be entitled to receive a refund of any prepaid unused Fees for the applicable Service. This warranty will not apply if the error or non-conformance was caused by: (i) Customer's misuse of the Service; (ii) modifications to the Service by Customer or any third party; or (iii) any services or hardware of Customer or any of its third parties used by Customer in connection with the Service.

8.2 Mutual Warranty

Each party warrants that it has validly entered into this Agreement and has the legal power to do so.

8.3 Warranty Disclaimer

TO THE EXTENT PERMITTED BY LAW AND EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, EACH NEW COMPASS OFFERING, THE CLIENT SOFTWARE AND SERVICES ARE PROVIDED "AS IS," AND NEW COMPASS MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NEW COMPASS DOES NOT WARRANT THAT THE USE OF ANY NEW COMPASS OFFERING WILL BE UNINTERRUPTED OR ERROR-FREE, NOR DOES NEW COMPASS WARRANT THAT IT WILL REVIEW THE CUSTOMER DATA FOR ACCURACY.

9. Support and Availability

During a Subscription Term, New Compass will provide Customer the level of support for the Service set forth in the applicable Order, in accordance with the Support Policy.

10. Indemnification

Customer will defend New Compass against any claim by a third party arising from or relating to any Customer Data or any Customer-offered product or service used in connection with the Service and will indemnify and hold harmless New Compass from and against any damages and costs awarded against New Compass or agreed in settlement by Customer (including reasonable attorneys' fees) resulting from such claim.

11. Limitation of Remedies and Damages

EXCEPT AS TO "EXCLUDED CLAIMS," TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT:

(A) NEITHER PARTY NOR ITS AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, COSTS OF DELAY, COVER COSTS, LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE;

(B) EACH PARTY'S AND ITS AFFILIATES' TOTAL LIABILITY TO THE OTHER PARTY AND ITS AFFILIATES FOR ALL CLAIMS IN THE AGGREGATE (FOR DAMAGES OR LIABILITY OF ANY TYPE) SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID OR PAYABLE TO NEW COMPASS IN THE PRIOR 12 MONTHS UNDER THE APPLICABLE ORDER(S) OR SOW TO WHICH SUCH LIABILITY RELATES; AND

(C) THE PARTIES AGREE THAT SECTION 11 WILL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE AND WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

12. General Terms

12.1 Assignment

This Agreement will bind and inure to the benefit of each party's permitted successors and assigns. Neither party may assign this Agreement without the advance written consent of the other party, except that either party may assign this Agreement in its entirety in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of such party's assets or voting securities to such party's successor; and New Compass may assign this Agreement in its entirety to any Affiliate. Each party shall promptly provide notice of any such assignment. Any attempt to transfer or assign this Agreement except as expressly authorized under this section will be null and void.

12.2 Severability; Interpretation; Conflicts

Except as specified in Section 12.3(b) (U.S. Customer) below, if an arbitrator or a court of competent jurisdiction holds any provision of this Agreement to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement will otherwise remain in effect. Section headings are inserted for convenience only and shall not affect interpretation of this Agreement. Except for the Acceptable Use Policy and the Support Policy, each of which shall govern solely with respect to the subject matter therein, this Agreement governs and controls in the event of a conflict with any other ancillary documents or provisions applicable to the New Compass Offerings unless otherwise expressly agreed in writing by the parties.

12.3 Dispute Resolution

(a) Generally

Each party agrees that before it seeks any form of legal relief (except for a provisional remedy as explicitly set forth below) it shall provide written notice to the other party of the specific issue(s) in dispute (and reference the relevant provisions of the contract between the parties which are allegedly being breached). Within thirty (30) days after such notice, knowledgeable executives of the parties shall hold at least one meeting (in person or by video- or tele-conference) for the purpose of attempting in good faith, to resolve the dispute. The parties agree to maintain the confidential nature of all disputes and disagreements between them, including, but not limited to, informal negotiations, mediation or arbitration, except as may be necessary to prepare for or conduct these dispute resolution procedures or unless otherwise required by law or judicial decision. The procedures in this Section 12.3(a) (Generally) shall not apply to claims subject to indemnification under Section 10 (Indemnification) or prior to a party seeking a provisional remedy related to claims of misuse, misappropriation or ownership of intellectual property, trade secrets or Confidential Information. Where the Customer is the U.S. Government, and the parties fail to reach agreement on any request for equitable adjustment, claim, appeal, or action arising under or relating to this Agreement, the dispute shall be in accordance with applicable law and will not be subject to the binding arbitration terms set forth in Section 12.3(b) (U.S. Customer) below.

(b) U.S. Customer

Without limiting Section 12.3(a) (Generally) above, if Customer is, or at any time during the term of this Agreement becomes, party to an Order having an address located in the United States, then: EACH PARTY (I) AGREES THAT, EXCEPT AS PROVIDED HEREIN, ANY DISPUTES OR CLAIMS ARISING HEREUNDER OR RELATING TO THE NEW COMPASS OFFERINGS INCLUDING WITHOUT LIMITATION PAYMENT DISPUTES OR DISPUTES UNDER SECTION 11 (INDEMNIFICATION) ABOVE (COLLECTIVELY, "DISPUTES") WILL BE DETERMINED SOLELY IN BINDING, INDIVIDUAL ARBITRATION PURSUANT TO THE U.S. FEDERAL ARBITRATION ACT AND FEDERAL ARBITRATION LAW AND NOT IN A CLASS, REPRESENTATIVE, OR CONSOLIDATED ACTION OR PROCEEDING (EXCEPT THAT EITHER PARTY MAY ELECT TO PROCEED IN SMALL CLAIMS COURT IF THE DISPUTE QUALIFIES), AND (II) WAIVES THE RIGHT TO A TRIAL BY JURY. Either party may commence an arbitration proceeding by filing a demand for arbitration with the Judicial Arbitration and Mediation Services ("JAMS"). Arbitration of disputes for total damages: (1) of $250,000 or less will be conducted under the then-applicable JAMS "Streamlined Arbitration Rules & Procedures"; and (2) exceeding $250,000, will be conducted by the then-applicable JAMS "Comprehensive Arbitration Rules & Procedures," located at https://www.jamsadr.com/, and except as modified by this Agreement. Arbitration hearings will be conducted in the JAMS office nearest Customer's United States mailing address set forth in the Order if initiated and selected by Customer, otherwise in Fairfax County, Virginia, U.S.A. The arbitrator shall have the exclusive authority to decide all issues relating to the interpretation, applicability, enforceability, formation, existence, validity, and scope of the parties' agreement to arbitrate. Payment of all arbitration filing, administrative, and arbitrator fees will be governed by applicable JAMS rules. If the class action waiver in Section 13.3(b)(I) is found to be unenforceable, then the entirety of this Section 12.3(b) shall be null and void. Notwithstanding the foregoing, the parties agree that a party may seek injunctive or other equitable relief in court to enjoin misuse, misappropriation or ownership of intellectual property, trade secrets or Confidential Information.

12.4 Governing Law; Jurisdiction and Venue

This Agreement will be governed by the laws of the State of Delaware, U.S.A. without regard to the conflict of laws. Except with respect to any claims subject to arbitration in accordance with Section 12.3(b) (U.S. Customer), the exclusive jurisdiction and venue for any actions will be the state and federal courts located in Fairfax County, Virginia, U.S.A. and New Compass and Customer each irrevocably consent to, and waive any objection to, jurisdiction and venue in such courts.

12.5 Compliance with Applicable Laws

New Compass will provide the New Compass Offerings in accordance with its obligations under laws and government regulations applicable to New Compass's provision of such New Compass Offerings to its customers generally, including, without limitation, those related to data privacy and data transfer, international communications, and the exportation of New Compass Offerings, without regard to Customer's particular use of the New Compass Offerings and subject to Customer's use of the New Compass Offerings in accordance with this Agreement.

12.6 Notice

Any notice or communication required or permitted under this Agreement will be in writing to the parties at the addresses set forth in this Agreement or at such other address as may be given in writing by either party to the other in accordance with this section and will be deemed to have been received by the addressee upon: (i) personal delivery; (ii) the second business day after being mailed or couriered; or (iii) the day of sending by email, except for notices of breach (other than for non-payment) or an indemnifiable claim, which for clarity must be made by mail or courier. Email notifications to New Compass shall be to legal@newcompass.com.

12.7 Amendments; Waivers

No supplement, modification, or amendment of this Agreement will be binding, unless executed in writing by a duly authorized representative of each party to this Agreement, except as expressly set forth herein. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived. No terms or conditions stated in a Customer purchase order, vendor onboarding process or web portal, or any other Customer order documentation (excluding Orders) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void, notwithstanding any language to the contrary therein, whether signed before or after this Agreement.

12.8 Entire Agreement

This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. For clarity, these terms of service do not include the terms and conditions for use of the New Compass website.

12.9 Third-Party Beneficiaries

There are no third-party beneficiaries under this Agreement, except to the extent expressly stated in this Agreement.

12.10 Force Majeure

Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay Fees) if the delay or failure results from any cause beyond such party's reasonable control, including but not limited to acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, public health emergencies (including pandemics and epidemics), acts or orders of government, acts of terrorism, or war.

12.11 Independent Contractors

The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party's behalf without the other party's prior written consent and neither party's employees are eligible for any form or type of benefits, including, but not limited to, health, life or disability insurance, offered by the other party to its employees.

12.12 Export Control

Each party agrees to comply with all export and import laws and regulations, including without limitation, those of the United States, applicable to such party in connection with its respective provision or use of the Service under this Agreement. Without limiting the foregoing, Customer represents and warrants that it: (i) is not listed on, or majority-owned by any entity listed on, any U.S. government list of prohibited or restricted parties; (ii) is not located in (or a national of) a country that either is subject to a U.S. government embargo or has been designated by the U.S. government as a "state sponsor of terrorism"; (iii) will not (and will not permit any third parties to) access or use the Service in violation of any U.S. export embargo, prohibition or restriction; and (iv) will not submit to the Service any information that is controlled under the U.S. International Traffic in Arms Regulations.

12.13 U.S. Government Terms

To the extent Customer is an agency of or otherwise represents the United States federal government, (i) it hereby agrees that the Service qualifies as a "commercial product" as defined by FAR Part 2.101 or the state law corollary, and (ii) New Compass provides the New Compass Offerings, including all related software and, to the extent applicable, the New Compass Materials, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the New Compass Offerings include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with the United States Federal Acquisition Regulation ("FAR") section 12.211 (Technical Data) and FAR section 12.212 (Software) and, for Department of Defense transactions, the United States Defense Federal Acquisition Regulation Supplement ("DFARS") section 252.227-7015 (Technical Data Commercial Items) and DFARS section 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not granted under these terms, it must negotiate with New Compass to determine if there are acceptable terms for granting those rights, and a mutually acceptable written addendum specifically granting those rights must be included in any applicable agreement.

12.14 Execution

The parties may execute any documents hereunder in counterparts, each of which will be deemed an original and all of which together will be considered one and the same agreement. The parties will be bound by signatures made by hand or electronic means, which may be transmitted to the other party by mail, hand delivery, email and/or any electronic method and will have the same binding effect as any original ink signature.

12.15 Customer Reference

New Compass may identify Customer as its customer to other New Compass customers or prospective customers, including for purposes of facilitating Customer-controlled data sharing hereunder. Without limiting the foregoing, New Compass may use and display Customer's name, logo, trademarks, and service marks on New Compass's website and in New Compass's marketing materials in connection with identifying Customer as a customer of New Compass. Upon Customer's written request, New Compass will promptly remove any such marks from New Compass's website and, to the extent commercially feasible, New Compass's marketing materials.

13. Definitions

"Acceptable Use Policy" or "AUP" means New Compass's acceptable use policy, made available at our Acceptable Use Policy.

"Affiliate" means an entity that, directly or indirectly, owns or controls, is owned or is controlled by, or is under common ownership or control with a party. As used in this definition, "control" means the power to direct the management or affairs of an entity and "ownership" means the beneficial ownership of more than fifty percent (50%) of the voting equity securities or other equivalent voting interests of an entity.

"Client Software" is any desktop client software that is made available to Customer by New Compass for installation on Users' computers to be used in connection with the applicable Service.

"Confidential Information" means all information that is identified as confidential at the time of disclosure by the Disclosing Party or reasonably should be known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. All Customer Data will be deemed Confidential Information of Customer without any marking or further designation. All New Compass Materials and the terms and conditions of this Agreement will be deemed Confidential Information of New Compass without any marking or further designation. Confidential Information shall not, however, include information that the Receiving Party can demonstrate: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party.

"Contractor" means Customer's and its Affiliates' independent contractors and consultants.

"Customer Data" means any data or data files of any type that are uploaded by or on behalf of Customer for storage or processing in the Service.

"Documentation" means New Compass's technical documentation and usage guides expressly designated by New Compass as applicable to the Service.

"Excluded Claims" means obligations and claims based on: (i) a party's breach of its obligations in Section 5 (Confidentiality) (but excluding obligations and claims relating to Customer Data); (ii) either party's express obligations under Section 10 (Indemnification); and/or (iii) liability which, by law, cannot be limited (e.g., tort claims for gross negligence and intentional misconduct).

"FAR" and "DFARS" are respectively as defined in Section 12.13 (U.S. Government Terms).

"Fees" means the fees payable by Customer to New Compass for the applicable New Compass Offerings as set forth in the Order.

"Module" means a given set of functionality of New Compass Offering that New Compass offers as a separate set of functionality.

"New Compass Offering(s)" means the software Modules and related functionality provided as a service and any support and other ancillary services (including, without limitation, services to prevent or address service or technical problems) provided by New Compass pursuant to an Order as described in the Order (e.g., Ranger and Pathfinder).

"New Compass Materials" means the Service, Documentation, Client Software, New Compass Models, Derived Data, and any and all related and underlying technology and documentation in any New Compass Offerings; and any derivative works, modifications, or improvements of any of the foregoing.

"Order" means the New Compass ordering document governed by this Agreement that is signed by New Compass and Customer and specifies the New Compass Offerings procured by Customer.

"Service" means the generally available software-as-a-service New Compass Offering hosted by or on behalf of New Compass and ordered by or for Customer as set forth in an Order.

"Service Limits" means: (i) the number of Users for a given Service as set forth in the applicable Order as well as any other limits on the use of the Service as set forth in the applicable Order as may be modified by time-to-time by the parties; and/or (ii) the amount of gigabyte of data collected and stored by New Compass as part of the Service as set forth in the Order for such Service.

"Subscription Term" means the period of time during which Customer is authorized to access the relevant New Compass Offering(s), as specified in the applicable Order.

"Support Policy" means the New Compass Support Policy and Service Level Agreement.

"Taxes" means taxes, levies, duties, tariffs, or similar governmental assessments of any nature, including, for example, any sales, use, GST, value-added, withholding, or similar taxes, whether domestic or foreign, or assessed by any jurisdiction, but excluding any taxes based on net income, property, or employees of New Compass.

"Usage Data" means usage and operations data in connection with the Customer's use of the Service, including query logs and metadata (e.g., object definitions and properties).

"User" means the persons designated and granted access to the Service by or on behalf of Customer, including, as applicable, any of its and its Affiliates' Contractors.

"VAT/GST Registration Number" means the value added tax/GST registration number of the business location(s) where Customer is legally registered and the ordered services are used for business use.