Subscription Services

Customer subscribes to one hundred and twenty-eight (128) Bare Metal Clustered NVIDIA B300 GPU nodes (“Nodes”) deployed in Company’s Denver, Colorado colocation data center location (“DEN”) solely for Customer and its end-user clients’ internal use and workloads. For the avoidance of doubt, Customer’s use of the Subscription Services to provide AI inference, compute, or related services to Customer’s end-user clients via Customer’s own platform and products is expressly permitted and shall not constitute a violation of Section 1.4(b) of the GTC.

Master Three Year Agreement:

-       This Order establishes a master, three (3) year agreement governing all one hundred and twenty-eight (128) Nodes.

-       Redeployment Rights:

Customer agrees that this Order remains in full force and effect for the full three

(3) year term

Ad-Hoc Services

•      N/A

Term of Subscription Services

Initial Term: 36 months, beginning on the latter to occur of (i) August 15^th, 2026, or (ii) the date on which the Nodes are activated (the “Activation Date”), and ending on the date which is three (3) years following the respective Activation Date of the Nodes

Renewal Term: One or more 12-month periods (each a renewal), unless either Party provides the other Party at least 90 days prior written notice of non-renewal.

Notwithstanding anything to the contrary, the Initial Term shall apply to all one hundred and twenty-eight (128) Nodes.

Fees and Payment Terms

Initial on-boarding and deployment fees:

Deposit

-         17% deposit payable upon Order execution date: $16,926,842.90

-         QumulusAI Agrees to break of the deposit into three payments

-         Deposit 1: Paid 5/6/2026: $7,000,000;

-         Deposit 2: To be paid by 5/8/26: $1,463,421.45

-         Deposit 3: Paid June 15th: $8,463,421.45

Fixed Fee: $3.70 per hour per GPU, payable monthly in advance. Contract based on one hundred and twenty-eight nodes (128), and 1024 GPUs. Monthly billing is based on 730 billable hours in a month. Taxes to be billed, as applicable.

Total Contract

128 nodes x 8 gpus x $3.70/hr/gpu x 730 hrs/month = $2,765,824/month x 36 months

= $99,569,664

Monthly Fee after Deposit:

Total Fee $99,569,664 minus Total Deposit: $16,926,842.88 = $82,642,821.12 divided by 36 months = $2,295,633.92/month Reserved equipment fees: N/A

Data Center Site Location: Denver, Colorado

Minimum fees: N/A

General:

•    Unless otherwise provided herein, all amounts invoiced under this Agreement shall be due and payable within fifteen (15) days following Customer’s receipt of the applicable invoice; provided, however, that invoices for recurring Services billed in advance shall be paid no later than the first (1st) day of the applicable Service period. For the avoidance of doubt, with respect to a Service period beginning May 1 and ending May 31, payment of the applicable invoice must be received no later than April 15.

•      All amounts are in USD currency.

•     Fees are due and payable as described herein. The Deposit shall be fully refundable to Customer in the event that (a) the Nodes are not activated within sixty (60) days following August 15, 2026 for reasons not attributable to Customer, (b) Company materially breaches this Agreement and fails to cure within the applicable cure period, or (c) this Agreement is terminated by Customer pursuant to the Cancellation Trigger in Attachment 1. All other fees are non-refundable except as expressly provided otherwise in the General Terms & Conditions (GTC) together with any “Specific or Additional Terms” in this Agreement supersedes the GTC. Unpaid fees for the remainder of the term accelerate and are immediately due and payable in the event of a Customer default.

Specific or Additional Terms

Subscription Services will be subject to the Standard SLA service levels and service level credits described in Attachment 1 to this Order. Service level credits will be Customer’s sole and exclusive remedy for any failure to meet the service levels, except as provided with respect to the Cancellation Trigger. Included by reference, Exhibit A as the 128-node cluster specification.

If the Nodes are not activated by October 15, 2026 (the “Outside Activation Date”) for reasons not attributable to Customer, Customer may terminate this Order upon written notice to

Company and Company shall refund all Deposits and other prepaid amounts within thirty (30) days of such termination. For each day after August 15, 2026 that activation is delayed for reasons not attributable to Customer, the Term of the applicable Services shall be extended on a day-for-day basis, such that the expiration date of the applicable three (3) year Service term shall automatically shift by the number of days of such delay.”

The following sections of the QumulusAI GPU-as-a-Service General Terms and Conditions are hereby deleted in their entirety and replaced with the following:

Section 1.3 - Services Generally

Section 1.3 is amended and restated in its entirety as follows:

“1.3 Services Generally. The “Services” mean the Subscription Services, Ad-Hoc Services, or other service-related obligations which Company agrees to provide in accordance with this Agreement, including related Orders. The Services are designed and intended to facilitate Customer’s artificial intelligence and machine learning (“AI” and “ML”) workloads and projects through cloud, GPU, and other infrastructure and software owned or leased by Company (or its colocation landlords or providers, subcontractors, suppliers, or other third parties) and made available to Customer on a “GPU-as-a-service” basis. The Nodes described in the applicable Order shall be dedicated to Customer’s exclusive use and shall not be shared with or used by other Company customers. Customer will (a) be responsible for connecting to and using the Subscription Services made available to it in accordance with this Agreement,

(b) cooperate with Company to facilitate the provision of the Services, (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Subscription Services and notify Company promptly of any such unauthorized access or use, (d) use the Services only in accordance with this Agreement and applicable laws and regulations, and (e) use commercially reasonable efforts to encrypt Customer Data in transit and at rest, with the understanding that certain AI/ML workloads may require unencrypted data processing on GPUs during active computation.”

Section 1.4 - Restrictions

Section 1.4 is amended and restated in its entirety as follows:

“1.4. Restrictions. Customer will not (and will not permit any of its affiliates, contractors, or users to): (a) make any Services available to any third party other than as contemplated by this Agreement or expressly authorized in writing by Company, (b) resell, lease, distribute, transfer, or otherwise make available the Subscription Services on a time-sharing or service bureau basis, provided that Customer’s use of the Subscription Services to deliver Customer’s own products and services to Customer’s end-user clients shall not be deemed a violation of this clause. This carve-out shall be deemed incorporated into all current and future Orders issued under this Agreement and shall survive any amendment, restatement, or expiration of this Order. No future Order shall be interpreted to restrict Customer’s right to serve its end-user clients using the Services unless Customer expressly agrees to such restriction in writing, (c) use or access the Subscription Services (including any API, software, or cross connection relating to the Subscription Services) in any way that threatens the integrity, performance, or availability of the Subscription Services for other customers or users, (d) attempt to gain unauthorized access to the Subscription Services or any network, service data, or other system Customer is not authorized to access, including any data stored or processed therein, (e) decompile, disassemble, or reverse engineer the Subscription Services, in whole or in part, (f) use or reference the Subscription Services to develop or offer a competing service or product, (g) probe, scan, or test the vulnerability of any network, service, or system without proper and prior authorization, or (h) access any network, service, data, or other system that it is not authorized to access.”

Section 1.6 - Suspension

Section 1.6 is amended and restated in its entirety as follows:

“1.6. Suspension. Company, in addition to its remedies under this Agreement or pursuant to applicable law, reserves the right to suspend or throttle Services in the event Company reasonably believes: (i) Customer is in violation of the Agreement, provided, however, that Company will make reasonable efforts under the circumstances to provide Customer an opportunity to cure such breach; (ii) Customer or Customer’s activities relating to the Services are in violation of any applicable law or regulation; (iii) it is required to suspend Services under applicable law, regulation, government order, or investigation; or (iv) continuing to provide the Services would result in significant risk of damage to Company, the Company’s (or applicable third party’s) power or other infrastructure, or other Company customers or their equipment or data. Prior to any suspension under clause (i) of this Section 1.6, Company shall provide Customer with at least ten (10) business days’ prior written notice and an opportunity to cure, except where immediate suspension is reasonably necessary to prevent imminent harm to Company’s infrastructure or other customers. If Company is unable to demonstrate reasonable cause for any suspension under this Section 1.6, then during any period of suspension, Customer’s fee obligations shall be equitably reduced on a pro-rata basis for the affected Services. Company shall use commercially reasonable efforts to minimize the duration and scope of any suspension. In the event any suspension is determined to have been not permitted under this Agreement or without reasonable basis, Company shall be liable for Customer’s direct damages arising therefrom, otherwise, the Company will have no liability for any damages or losses that Customer may incur as a result of any suspension or throttling of Services pursuant to this Section”

Section 2.1 - General

Section 2.1 is amended and restated in its entirety as follows:

“2.1. General. Customer acknowledges and understands that use of the Services 

involves processing and transmitting Customer data, content, materials, and other information (“Customer Data”), and Customer is responsible for all decisions and compliance matters relating to such Customer Data, including encrypting and obtaining any required third-party consents relating thereto, and determining the suitability of the Services for Customer Data. All Customer Data will be considered proprietary to Customer, and Customer is the controller thereof. Company does not review or validate Customer Data and only uses Customer Data for the limited purpose of performing the Services, if applicable, or as otherwise authorized under this Agreement, and will not attempt to decrypt any encrypted Customer Data. As and if provided in an Order, the Parties will enter into a supplemental mutually agreed data processing addendum if required by applicable law. Company assumes no responsibility or liability for Customer Data, except to the extent arising solely from Company’s breach of its express obligations under this Agreement, willful misconduct, or gross negligence.

Customer Data does not include anonymized, aggregated infrastructure or equipment processing metrics that do not identify Customer or contain Customer Data, which Company may use solely to improve or perform the Services.

Company shall not use any such metrics for marketing, benchmarking against identified customers, or sale to third parties.”

Section 2.2 - Company Responsibilities

Section 2.2 is amended and restated in its entirety as follows:

“2.2. Company Responsibilities. Company will maintain reasonable and appropriate safeguards and procedures designed to prevent unauthorized access to or use of the environment associated with the Subscription Services, including the hardware and cloud environment generally relating to the Services. Orders may include additional details regarding each Party’s data security obligations. Company represents that it is in the process of obtaining and, upon completion, shall maintain throughout the Term, SOC 2 Type II compliance (or an equivalent industry-standard certification) and shall provide Customer with a copy of its most recent SOC 2 report upon reasonable written request, no more than once annually following completion of such certification. Company shall notify Customer within seventy-two (72) hours after discovering any Security Incident, defined as unauthorized access to or unauthorized disclosure of Customer Data or the systems hosting Customer Data. Company shall provide Customer with reasonable cooperation and information regarding any such Security Incident.”

Section 2.4 - End of Term; Data Transfer

Section 2.4 is amended and restated in its entirety as follows:

“2.4. End of Term; Data Transfer. Upon the termination or expiration of the Agreement, and subject to payment of all undisputed amounts then due and owing, Company will transfer to Customer a copy of any Customer Data in Company’s possession or control within thirty (30) days following such termination or expiration (or otherwise upon Customer’s reasonable request). Company shall have no obligation to store Customer Data following termination or expiration of the Agreement, but may do so subject to a mutually agreed storage fee. Following completion of any requested data transfer, Company will use commercially reasonable efforts to delete Customer Data remaining in its possession or control; provided, however, that Company may retain

archival or backup copies solely for legal compliance, disaster recovery, or archival purposes in accordance with its standard retention practices. As between the Parties, all Subscription Service resources, including GPUs, servers, networking equipment, and related hardware, shall remain the property of Company or its applicable designee.”

Section 4.1 - Fees

Section 4.1 is amended and restated in its entirety as follows:

“4.1. Fees. In consideration for the rights granted, Customer will pay to Company, without offset or deduction, the fees and expenses described in the Order (or otherwise published in Company’s current documentation if no Order was executed or is in effect). Excess use beyond any usage limits (or below a minimum commitment), as and if set out in an Order, will be subject to additional applicable fees. Fees shall not increase during the Initial Term. Upon any renewal term, fees may increase by no more than the greater of (i) three percent (3%) or (ii) the percentage increase in the Consumer Price Index (CPI-U) over the preceding twelve-month period. Company shall provide written notice (via email to Customer’s designated contact) of any fee increase at least sixty (60) days prior to the applicable renewal term. All fees and other amounts paid or payable by Customer under this Agreement are non-refundable and non-cancellable, except as otherwise expressly provided in these GTC or an Order.”

For the avoidance of doubt, the fee protections set forth in this Section 4.1 shall apply to all Orders issued under this Agreement during the Initial Term and any renewal term, and shall supersede any conflicting provisions in the General Terms and Conditions.

Company shall not increase fees applicable to any Order mid-term without Customer’s prior written consent.

Section 4.3 - Payment

Section 4.3 is amended and restated in its entirety as follows:

“4.3. Payment. Unless otherwise provided in an applicable Order, all fees shall be due and payable within fifteen (15) calendar days after issuance of the applicable invoice by Company, and recurring charges may be invoiced in advance. If Customer disputes any invoiced amount in good faith, Customer shall notify Company in writing of the disputed amount and the basis for such dispute within five (5) days following receipt of the applicable invoice. Customer shall timely pay all undisputed amounts when due. Customer may withhold payment of specifically identified disputed amounts that are subject to a good faith dispute pending resolution of the dispute; provided, that (i) the Parties shall engage in good faith efforts to resolve such dispute within ten (10) days following Customer’s notice thereof, (ii) Customer shall not withhold more than fifteen percent (15%) of each applicable invoice amount, regardless of the total amounts disputed under said invoice, and (iii) Customer shall not withhold payment for Services that are not directly affected by the dispute. If any dispute is resolved in Company’s favor, Customer shall promptly pay the disputed amount together with interest thereon at the rate set forth in Section 4.4, calculated from the original due date.

Any amounts paid and subsequently determined to be subject to a dispute shall be applied toward resolution of the dispute or credited against future Service fees, as applicable.”

Section 4.4 - Late Payment

Section 4.4 is amended and restated in its entirety as follows:

“4.4. Late Payment. Any late payment will be subject to (A) a late administration charge equal to the greater of Two Hundred Fifty Dollars ($250) or five percent (5%) of the overdue amount, assessed upon the first day of delinquency, and (B) interest at a rate of one and one-half percent (1.5%) per month, compounding monthly, on all unpaid amounts, including accrued late charges and interest, from the due date until paid in full (or the maximum amount permitted by applicable law, if less), however, Company may waive these late charges under clause (A) if Customer pays annually in advance within five (5) days after notice of the administration charge described above or provides other assurances or deposits reasonably acceptable to Company and continues to be in compliance with its payment obligations for the remainder of the term. Customer will also be liable for any reasonable attorneys’ fees or other costs associated with collecting late payments. In the event Customer fails to timely pay more than two (2) times during the term for reasons other than bona fide disputes, Company may require Customer to prepay fees on a twice annual basis; if Customer refuses to do so, Company may terminate and redeploy the applicable resources and Services, at Company’s option, and without limiting other rights and remedies.”

Section 5.4 - Company Indemnification Obligations

Section 5.4 is amended and restated in its entirety as follows:

“5.4. COMPANY INDEMNIFICATION OBLIGATIONS. Company shall indemnify, defend, and hold harmless Customer, its affiliated entities, and their respective employees, officers, contractors, and agents (collectively, the “Customer Indemnified Parties”) from and against any third-party claim, and any resulting liabilities, judgments, damages, settlements, costs, and reasonable attorneys’ fees arising therefrom, to the extent arising out of or relating to: (i) any allegation that the Services, as provided by Company, directly infringe any third-party intellectual property rights, except to the extent arising from Customer Data, Customer’s designs or specifications, Customer’s AI, ML, software, models, workloads processed through the Services, or third-party hardware or software specified, required, or otherwise directed by Customer in writing, including third party hardware or software commonly used in the industry and implemented, purchased, or leased by Company in connection with such direction; or (ii) the gross negligence or willful misconduct of Company. If any portion of the Services become, or in Company’s opinion is likely to become, the subject of a claim of infringement of any third party intellectual property rights, then Company, at its option and expense, may: (a) procure for Customer the right to continue using such portion of the Services, (b) replace or modify such portion of the Services so that it becomes non-infringing, or (c) terminate this Agreement or the applicable Order or Service. The obligation of Company, as set forth under this Section 5.4 shall not apply to the extent any such claims arise from: (1) Customer’s use of the Services in violation of this Agreement; (2) Customer Data; (3) Customer-provided designs, specifications, software, AI or ML models, or workloads; or (4) third-party hardware or software specified or required by Customer. Notwithstanding anything to the contrary, Customer’s sole and exclusive remedies against Company and the Company Indemnified Parties for intellectual property infringement are as set forth in this Section

5.4. If Company elects to terminate pursuant to clause (iii) above as its cure, Company shall refund to Customer all prepaid fees (including the Deposit) allocable to the terminated portion of the Services for the period following termination, and Customer shall have no further payment obligations for the terminated Services.”

Section 5.6.1 - Limitation of Liability

Section 5.6.1 is amended and restated in its entirety as follows:

“5.6.1. IN NO EVENT SHALL EITHER PARTY (OR ANY OF THEIR RESPECTIVE AFFILIATES OR SUPPLIERS) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING ANY LOSS OF BUSINESS, REVENUE, PROFITS, SAVINGS, OPPORTUNITIES, GOODWILL, OR DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, THE EXCLUSION OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, AND CONSEQUENTIAL DAMAGES SHALL NOT APPLY TO: (i) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT; OR (ii) EITHER PARTY’S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.”

Section 5.6.3 - Exceptions to Limitations of Liability

Section 5.6.3 is amended and restated in its entirety as follows:

“5.6.3. THE FOREGOING CAP AND OTHER LIMITATIONS OF LIABILITY WILL NOT APPLY TO A PARTY’S WILLFUL MISCONDUCT, UNAUTHORIZED USE OR DISCLOSURE OF THE SERVICES OR RELATED INTELLECTUAL PROPERTY OR INFORMATION, INDEMNIFICATION OBLIGATIONS, OR EITHER PARTY’S PAYMENT OBLIGATIONS FOR FEES.”

Section 6.2 - Termination

Section 6.2 is amended and restated in its entirety as follows:

“6.2. Termination. Either Party may terminate this Agreement (or the impacted Order(s)) without liability if the other Party materially breaches the terms of this Agreement and the breaching Party fails to cure the breach within thirty (30) days of receipt of notice from the non-breaching Party. However, Customer may not terminate the entire Agreement or any Order unrelated to such breach pursuant to this Section merely because of breach relating to a specific Order. In the event Company terminates all or portion of the Services Company shall use commercially reasonable efforts to mitigate its damages, including by redeploying the applicable resources. For the avoidance of doubt, Company’s obligation to mitigate shall apply only to the extent Company’s damages exceed the total amount of the initial Deposit(s) paid by Customer. In all cases, Company’s recoverable damages shall be no less than the greater of (i) Company’s actual lost revenue, less amounts reasonably mitigated plus any reasonable collection costs, or (ii) the total amount of the initial Deposit(s) paid by Customer that has not been applied in respect of the Services as of the effective date of termination.”

Section 6.3 - Termination for Convenience by Customer

Section 6.3 is amended and restated in its entirety as follows:

“6.3. Termination for Convenience by Customer. If Customer is charged solely on an  actual usage basis and without any minimum commitment under an applicable Order, Customer may cease using the applicable Services and terminate such Order for convenience, and the remainder of this Section 6.3 shall not apply to such Order.

Except as expressly provided above or in an applicable Order, Customer may not terminate any Service or portion thereof for convenience prior to the expiration of the applicable Term, and all fees shall remain non-cancellable and non-refundable, except in the event of Customer’s proper termination for Company’s uncured material breach or as otherwise expressly provided in an applicable Order. Customer acknowledges and agrees that the foregoing restrictions on termination and the non-cancellable nature of the fees are reasonable in light of Company’s upfront capital expenditures, infrastructure commitments, and reliance upon Customer’s contractual commitments relating to the Services.”

Section 7.1 - Miscellaneous

Section 7.1 is amended and restated in its entirety as follows:

“7.1. Miscellaneous. The relationship between the Parties under this Agreement is that of independent contractors and not partners, joint venturers, or agents. Customer may not assign this Agreement or any Order without the prior written approval of Company, except to an affiliate or successor with equal or better credit rating and net worth and that is reasonably acceptable to Company (and any Company financing source). Neither Party may assign this Agreement or any Order without the prior written consent of the other Party (not to be unreasonably withheld), except that either Party may assign to an affiliate or successor by merger or acquisition, provided that (i) the assignee assumes all obligations under this Agreement, (ii) the assigning Party provides written notice within thirty (30) days, and (iii) in the case of Company’s assignment, Customer may terminate this Agreement without penalty if the assignee is a direct competitor of Customer. For the avoidance of doubt, no affiliate of Company shall be deemed a direct competitor of Customer for purposes of this provision. For the further avoidance of doubt, it shall be reasonable for Company to withhold consent to any proposed assignment based on concerns regarding the creditworthiness, financial condition, or payment risk profile of the proposed assignee, as determined by Company in its reasonable discretion. Notwithstanding the foregoing, Company may assign its right to collect payment as a collateral assignment for the benefit of its creditors. This Agreement states the entire understanding between the Parties with respect to its subject matter, and supersedes all prior proposals, marketing materials, negotiations and other written or oral communications between the Parties with respect to the subject matter of this Agreement. No waiver of any breach of this Agreement, will be effective unless in writing and signed by an authorized representative of both Parties. Company may request revisions and updates to these GTC from time to time consistent with how its on-line terms evolve generally for all customers on its website; these revisions and updates will only apply as and if mutually agreed in writing through an amendment negotiated in good faith. If Customer does not agree to requested revision, Customer may not be eligible for a renewal provided that (i) no GTC revision shall take effect during the Initial Term without Customer’s written consent, and (ii) any termination by Company due to Customer’s refusal to accept a GTC revision shall not trigger any acceleration of fees, early termination penalties, or other payment obligations beyond fees accrued for Services already rendered. Otherwise, this Agreement may not be modified or amended without written agreement of the Parties. If any portion of any provision of this Agreement is held to be illegal, invalid or unenforceable, in whole or in part, then such unenforceable portion of the provision will be deemed severed from this Agreement, the validity and enforceability of the remaining portion of the provision and the other provisions of this Agreement will not be affected or impaired, and this Agreement will be amended in order to effect, to the maximum extent allowable by law, the original intent of such provision. This Agreement will be construed and enforced in accordance with the laws of the State of Delaware, excluding choice of law principles. All disputes arising out of or related to the Agreement shall be finally settled under the rules of commercial arbitration of the American Arbitration Association by one (1) arbitrator appointed in accordance with such rules. The place of arbitration shall be Wilmington, Delaware, or by mutual agreement conducted virtually. The arbitration shall be conducted in English. The arbitrators shall award to the prevailing Party, if any, as determined by the arbitrators, its reasonable attorneys’ fees and costs, including the costs of the arbitration. Judgment on any arbitral award may be entered in any court having jurisdiction. Except with respect to Customer’s payment obligations, neither Party will be liable for, nor will either Party be considered in breach of this Agreement due to any failure to perform its obligations under this Agreement as a result of a cause beyond its control, including any act of God or a public enemy, act of any military, civil or regulatory authority, change in any law or regulation, fire, flood, earthquake, storm or other like event, disruption or outage of third party equipment or communications (including the Internet or other environment), power or other utility, original equipment manufacturers, suppliers or servicing parties, labor or supply problem, unavailability of equipment or parts or any other cause which could not have been prevented by the non-performing Party with reasonable care. Company shall not use Customer’s name, logo, or trademarks in any marketing materials, customer lists, or references without Customer’s prior written consent, which may be granted or withheld in Customer’s sole discretion. If there is a conflict between these GTC and an Order, the Order takes precedence solely with respect to such Order; if there is a conflict between any document referenced or attached to an Order, and the main body of that Order or these GTC, the Order takes precedence followed by these GTC.”

1.

SERVICES.

2.

CUSTOMER DATA AND SECURITY.

3.

CONFIDENTIAL INFORMATION.

4.

PAYMENTS.

5.

DISCLAIMERS, LIMITED WARRANTY, INDEMNITY, AND LIMITATION OF LIABILITY

5.6.

Damage Limitation.

5.6.1

IN NO EVENT WILL EITHER PARTY (OR ANY OF THEIR AFFILIATES OR SUPPLIERS) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF OPPORTUNITIES, REVENUE OR SAVINGS OR DATA) ARISING IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES BASED ON ANY THEORY OF CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

5.6.2

EACH PARTY’S (INCLUDING THEIR AFFILIATES OR SUPPLIERS) TOTAL LIABILITY UNDER THIS AGREEMENT OR RELATING TO THE SERVICES OR ANY ORDERWILLUNDERNO CIRCUMSTANCES EXCEED THE AVERAGE ANNUAL FEES ACTUALLY PAID FOR THE SPECIFIC SERVICE OR ORDER GIVING RISE TO LIABILITY (THE “CAP”). THIS IS AN AGGREGATE CAP AND NOT A PER CLAIM OR EVENT CAP.

5.6.3

5.6.3 THE FOREGOING CAP AND OTHER LIMITATIONS OF LIABILITY WILL NOT APPLY TO A PARTY’S WILLFULMISCONDUCT, UNAUTHORIZED USE OR DISCLOSURE OF THE SERVICES OR RELATED INTELLECTUAL PROPERTY OR INFORMATION,INDEMNIFICATION OBLIGATIONS, OR CUSTOMER’S PAYMENT OBLIGATIONS (INCLUDING PAYMENT OF ANY OR ALL REMAINING FEES FOR THE REMAINDER OF THE TERM).

5.6.4

5.6.4 WITH RESPECT TO COMPANY’S OBLIGATIONSRELATINGTO INDEMNIFICATION, CUSTOMER DATA, A DATA PROTECTION ADDENDUM, ATTACHMENT OR AGREEMENT (IF ANY), DATA SECURITY, PRIVACY OR SIMILAR MATTERS, COMPANY’S (AND ITS AFFILIATES’ AND SUPPLIERS’) AGGREGATE LIABILITY SHALL NOT EXCEED ONE HUNDRED FIFTY PERCENT (150%) OF THE AVERAGE ANNUAL FEES FOR THE SERVICES OR ORDERS GIVING RISE TO SUCH LIABILITY, AND THE CAP IN SECTION 5.6.2 SHALL NOT APPLY.

6.

TERM, TERMINATION, AND SURVIVAL.