Master Services Agreement

The umbrella contract governing the licensing, deployment, and support of the Archangel platform between White Crown Enterprises and each Authority customer.

1. Parties, Effective Date, and Order of Precedence

1.1 Parties

This Master Services Agreement ("Agreement") is entered into by and between White Crown Enterprises, comprising WCE LLC (a Pennsylvania limited liability company), WCE Inc. (a Delaware corporation), and the LXM Trust (an irrevocable trust established under the laws of the Commonwealth of Pennsylvania), collectively "WCE," and the Authority customer identified in the applicable Order Form ("Customer"). WCE and Customer are each a "Party" and together the "Parties."

1.2 Effective Date

This Agreement is effective as of the date last signed by an authorized representative of each Party on the applicable Order Form ("Effective Date"). No Order Form is binding on WCE until countersigned by an officer of WCE Inc.

1.3 Order of Precedence

In the event of a conflict between documents comprising this Agreement, the following order of precedence governs, from most to least authoritative: (a) an executed Order Form to the extent it expressly amends this Agreement; (b) any executed sector Addendum applicable to the Customer's use case; (c) the Data Processing Addendum where personal data is present; (d) the body of this Agreement; (e) Exhibits attached to this Agreement; and (f) any policy published by WCE at archangel.nexusblue.xyz/legal/. Nothing in an Order Form or Addendum diminishes the protections afforded to Data Subjects under applicable data-protection law.

2. Definitions

Terms not defined elsewhere in this Agreement have the meanings set forth below. Terms defined in the singular include the plural and vice versa.

2.1 "Archangel" or "Platform"

The Archangel safety-mesh platform published by WCE, comprising the Archangel operator console, the Archangel consumer App, the Archangel edge devices provisioned to Customer under an Order Form, the associated software, firmware, cloud services, and documentation, together with any updates, upgrades, patches, or modifications made available by WCE.

2.2 "Authority"

A business, venue, institution, or government entity that operates the Archangel operator console on premises or spaces under its control, in contrast to an individual consumer end-user of the Archangel consumer App.

2.3 "Notification"

The categorical output produced by the Platform indicating the presence or absence of a Notifiable Object within the Coverage Area. A Notification is a fact about the output of the Platform. It is not, in itself, a determination of law, criminality, intent, or guilt.

2.4 "Notifiable Object"

An object of a class enumerated in the Capability Statement (Exhibit B) for which the Platform is designed to produce a Notification. The enumerated classes are categorical, not exhaustive of every object of the class, and are not a warranty of detection.

2.5 "Coverage Area"

The physical envelope described in the Order Form or in a signed Field Acceptance Report, within which the Platform is provisioned to produce Notifications. Coverage Area does not extend to any location, subject, or interval outside the envelope.

2.6 "Data Subject" / "Personal Data" / "Processor" / "Controller"

Have the meanings assigned in the Data Processing Addendum, which incorporates by reference the definitions in Regulation (EU) 2016/679 ("GDPR"), the UK GDPR, and equivalent provisions of the California Consumer Privacy Act as amended ("CCPA/CPRA"). Where a jurisdiction's definitions differ, the definition most protective of the Data Subject applies to Personal Data originating in that jurisdiction.

2.7 "Documentation"

The user manuals, operator guides, technical bulletins, and integration references published by WCE for the Platform and updated from time to time.

2.8 "Confidential Information"

Non-public information disclosed by one Party to the other that is either (a) marked confidential, (b) identified orally as confidential at the time of disclosure and reduced to writing within thirty (30) days, or (c) of a nature that a reasonable recipient would understand to be confidential. WCE Confidential Information includes, without limitation, the Trade-Secret Schedule, source code, non-public firmware, evaluation results, and pricing.

2.9 "Trade-Secret Schedule"

The unpublished corpus of proprietary information owned by WCE that describes the internal workings of the Platform, including without limitation detection methods, signal-processing chains, sensor topology, calibration procedures, machine-learning training corpora, model weights, cryptographic protocols, chain-of-custody hashes, and any component of the Platform not published in the Capability Statement or the Documentation.

2.10 "Order Form"

The written order countersigned by both Parties that identifies the Customer, the sites, the Platform components licensed, the term, the fees, and any Customer-specific terms.

2.11 "Site"

A physical location identified in an Order Form at which the Platform is provisioned. A Site is distinct from a Coverage Area; a Site may contain one or more Coverage Areas.

2.12 "Software"

The Platform's operator console applications, consumer App, firmware, and cloud services, including any updates.

2.13 "Edge Device"

A physical unit provisioned by WCE that is installed at a Site to produce Notifications. Edge Devices remain the property of WCE unless the Order Form expressly conveys title.

2.14 "Fees"

The license fees, activation fees, hardware fees, professional services fees, and any additional fees set forth in the Order Form or subsequently agreed in writing.

2.15 "Term"

The initial term specified in the Order Form together with any renewal terms.

2.16 "Force Majeure Event"

An event beyond a Party's reasonable control, as further described in Section 19.

2.17 "Chain-of-Custody Record"

The cryptographically signed record produced by the Platform's Lotus Chain that binds each Notification to the license under which it was issued. Chain-of-Custody Records are used to establish authenticity of Platform-generated evidence.

2.18 "XRYSTAL Attestation"

A page- or document-integrity hash produced by the WCE XRYSTAL service that certifies that a given document, at a given time, matches the exact text signed by WCE.

3. Grant of License; Scope of Use

3.1 License Grant

Subject to Customer's continuous compliance with this Agreement and payment of Fees when due, WCE grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable license during the Term to (a) install, configure, and operate the Software at each Site identified in the Order Form, (b) permit Customer's Authorized Users to access the operator console for internal safety and security operations, and (c) receive Notifications produced by the Platform within the Coverage Areas.

3.2 Restrictions on Use

Customer shall not, and shall not permit any third party to: (a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the internal workings of the Platform except to the limited extent that applicable law expressly permits notwithstanding this restriction; (b) copy, modify, adapt, translate, or create derivative works of the Software; (c) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Platform to any third party; (d) remove, alter, or obscure any proprietary notice; (e) use the Platform in violation of applicable law or the Acceptable Use Policy; (f) use the Platform to make Determinations of Guilt (as defined in the Acceptable Use Policy) or to substitute an automated decision for a human review where a human review is required by law; (g) attempt to circumvent, disable, or interfere with security or authentication features of the Platform; or (h) benchmark or publish evaluations of the Platform without WCE's prior written consent.

3.3 Authorized Users

Customer is responsible for the acts and omissions of each Authorized User. Customer shall issue individually attributable credentials to Authorized Users, shall not permit credential sharing, and shall revoke access promptly upon separation. Customer shall maintain a current roster of Authorized Users and shall provide it to WCE upon reasonable written request in connection with a security incident.

3.4 Reserved Rights

All rights not expressly granted are reserved by WCE. No implied license is granted. Customer acquires no ownership interest in the Platform.

4. Deployment, Provisioning, and Acceptance

4.1 Site Survey

Prior to installation, WCE will conduct a site survey to identify Coverage Areas, environmental factors, and integration points. The site survey shall be memorialized in a Field Acceptance Report signed by both Parties.

4.2 Installation

WCE, or a WCE-authorized installer, will install the Edge Devices in accordance with the Field Acceptance Report. Customer will provide safe access to the Site, adequate power, and network connectivity as specified in the Documentation. Customer bears responsibility for structural, electrical, or environmental modifications to the Site that are required to accept installation.

4.3 Acceptance Testing

Following installation, WCE will conduct acceptance testing consistent with the Capability Statement. The Platform is deemed accepted on the earlier of (a) Customer's countersignature of the Field Acceptance Report, or (b) the tenth (10th) business day following installation if Customer has not delivered a written objection identifying a Material Non-Conformance.

4.4 Material Non-Conformance

"Material Non-Conformance" means a documented failure of the Platform to produce Notifications for the enumerated Notifiable Object classes within the specified Coverage Area under the conditions set forth in Exhibit B. Customer's sole and exclusive remedy for a Material Non-Conformance is WCE's re-work of the installation, re-tuning of the Platform, or, if not resolved within thirty (30) days, a pro-rata refund of Fees applicable to the affected Site.

5. Fees, Taxes, and Payment

5.1 Fees

Customer shall pay the Fees set forth in the Order Form. Unless the Order Form provides otherwise, license Fees are payable in advance annually, professional services Fees are payable in arrears monthly against a WCE invoice, and hardware Fees are payable upon shipment.

5.2 Payment Terms

Undisputed invoices are due net thirty (30) days from the invoice date. Amounts not paid when due bear interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law.

5.3 Disputed Invoices

Customer shall notify WCE in writing of any disputed invoice within fifteen (15) days of receipt, identifying the disputed line items and the basis for dispute. Amounts not disputed shall be paid when due; amounts disputed shall be paid within ten (10) days of resolution.

5.4 Taxes

Fees are exclusive of taxes. Customer is responsible for all taxes, duties, and levies of any nature associated with the Platform, other than taxes based on WCE's net income. If Customer is required by law to withhold any amount, Customer shall gross up the payment so that WCE receives the full invoiced amount.

5.5 Suspension for Non-Payment

WCE may suspend the Platform if Fees are more than thirty (30) days past due, provided WCE has given Customer ten (10) days' prior written notice and a reasonable opportunity to cure. Suspension does not relieve Customer of the obligation to pay accrued Fees.

6. Term, Renewal, and Termination

6.1 Term

This Agreement commences on the Effective Date and continues for the term stated in the Order Form (the "Initial Term"), and thereafter automatically renews for successive one (1) year terms (each, a "Renewal Term"), unless either Party delivers written notice of non-renewal at least sixty (60) days before the end of the then-current term.

6.2 Termination for Cause

Either Party may terminate this Agreement for cause upon written notice if the other Party (a) materially breaches this Agreement and fails to cure the breach within thirty (30) days after receipt of written notice of breach, or (b) becomes insolvent, makes an assignment for the benefit of creditors, files or has filed against it a petition in bankruptcy, or has a receiver appointed for its assets.

6.3 Termination for Acceptable Use Breach

WCE may terminate this Agreement immediately upon written notice if Customer breaches the Acceptable Use Policy in a manner that, in WCE's reasonable judgment, poses a risk of substantial harm to Data Subjects, to public safety, or to WCE's brand or licenses.

6.4 Termination for Convenience

Except where the Order Form expressly provides otherwise, neither Party may terminate this Agreement for convenience during the Initial Term. During a Renewal Term, either Party may terminate for convenience upon ninety (90) days' prior written notice, provided that Customer remains obligated to pay Fees accrued through the effective date of termination.

6.5 Effect of Termination

Upon termination or expiration of this Agreement: (a) all licenses granted by WCE to Customer terminate immediately; (b) Customer shall cease all use of the Platform; (c) WCE shall retrieve or remotely decommission Edge Devices at a mutually convenient time within ninety (90) days; (d) each Party shall return or destroy the other Party's Confidential Information at the other Party's election; and (e) provisions that by their nature should survive shall survive, including Sections 2, 5.4, 10, 11, 13, 14, 15, 16, 20, 22, 24, and 25.

6.6 Data Retrieval

For thirty (30) days following termination, WCE will make available to Customer, upon Customer's written request and at Customer's expense, an export of Customer's Personal Data in a commonly used, machine-readable format. Thereafter, WCE shall delete Customer's Personal Data in accordance with the Data Processing Addendum, subject to any legal-hold obligation.

7. Warranties and Disclaimers

7.1 Mutual Warranties

Each Party warrants that (a) it has the full corporate power and authority to enter into this Agreement, (b) the individual executing this Agreement is duly authorized to do so, and (c) its performance will not conflict with any other agreement to which it is a party.

7.2 WCE Warranties

WCE warrants that (a) the Software will, in all material respects, conform to the Documentation for the Term; (b) it will provide the professional services with reasonable skill and care by qualified personnel; and (c) at the time of delivery, the Edge Devices will be free from material defects in workmanship for a period of twelve (12) months under normal use.

7.3 Exclusive Remedy

Customer's sole and exclusive remedy for breach of the warranties in Section 7.2 is, at WCE's election, (i) repair or replacement of the affected component, (ii) re-performance of the affected professional service, or (iii) if none of the foregoing is commercially reasonable, a refund of Fees paid for the affected component for the period during which the warranty was breached.

7.4 Disclaimers

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PLATFORM IS PROVIDED "AS IS." WCE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, ACCURACY, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WCE DOES NOT WARRANT THAT THE PLATFORM WILL BE ERROR-FREE, UNINTERRUPTED, OR SECURE AGAINST EVERY POSSIBLE THREAT, OR THAT IT WILL DETECT EVERY INSTANCE OF EVERY NOTIFIABLE OBJECT CLASS. NO ORAL OR WRITTEN INFORMATION GIVEN BY WCE OR ITS PERSONNEL SHALL CREATE A WARRANTY.

8. Capability Statement; No Guarantee of Prevention

8.1 Capability Statement Governs

The only authoritative description of Platform capability is the Capability Statement attached as Exhibit B. Marketing materials, sales representations, and pilot demonstrations are illustrative only and do not modify the Capability Statement.

8.2 No Guarantee of Prevention

The Platform is a safety-mesh instrument. It produces Notifications. It does not prevent, deter, or interdict; those responses are within the exclusive province of Customer's operators, security personnel, and law-enforcement partners. Customer acknowledges that no safety technology is capable of eliminating all risk of harm, and that WCE has made no representation that the Platform will do so.

8.3 Human-in-the-Loop

Customer shall ensure that a qualified human operator reviews each Notification before any consequential action is taken in response to that Notification. The Platform is not, and shall not be operated as, an autonomous decision-maker for any consequential action affecting a Data Subject's liberty, dignity, or physical safety.

8.4 Compliance-Ready vs. Certified

WCE uses the term "Certified" only for frameworks for which WCE holds current third-party attestation. WCE uses "Compliance-Ready" for frameworks for which the Platform's design and controls conform, and for which the Platform is scheduled for audit but attestation has not yet been issued. The complete matrix is published at /legal/capability.html.

9. Customer Obligations and Acceptable Use

9.1 Compliance with Acceptable Use Policy

Customer shall comply with the Acceptable Use Policy published at /legal/aup.html, which is incorporated by reference. Without limiting the AUP, Customer shall not use the Platform to (a) surveil individuals on the basis of a Protected Characteristic (as defined in the AUP); (b) target individuals for political speech, association, or affiliation; (c) make an automated determination of guilt of any offense; (d) as a substitute for a warrant or judicial process; (e) transmit or sell Platform outputs to a sanctioned party; or (f) integrate with any system that produces autonomous use of force.

9.2 Site Governance

Customer shall post appropriate signage in the Coverage Area, adopt a written policy governing operator response to Notifications, and provide operator training. WCE will supply template signage and a template policy as part of onboarding; Customer is responsible for tailoring both to its jurisdiction and use case.

9.3 Data-Subject Rights Requests

Customer shall, as the Controller of Personal Data collected in connection with its operation of the Platform, receive and respond to Data-Subject requests as provided under applicable law. WCE will, as Processor, assist Customer in fulfilling such requests as provided in the Data Processing Addendum.

9.4 Incident Reporting

Customer shall notify WCE within seventy-two (72) hours of any material incident involving the Platform, including (a) suspected security compromise, (b) a Notification that resulted in bodily injury or death, or (c) a governmental inquiry into Customer's use of the Platform.

10. Data Handling and Privacy

10.1 DPA Incorporated

The Data Processing Addendum published at /legal/dpa.html is incorporated by reference and applies to all Personal Data processed by WCE on Customer's behalf.

10.2 Data Minimisation

The Platform is designed to produce a categorical Notification and, where the Order Form so specifies, an anonymised event summary. It is not designed to identify individuals. Where identification is required for evidentiary or operational purposes, Customer bears responsibility for that identification through its own processes.

10.3 Data Residency

Personal Data originating in the European Economic Area or the United Kingdom is processed in Frankfurt, Germany (primary) and Dublin, Ireland (failover). Personal Data originating in the United States is processed in Virginia (primary) and Oregon (failover). Personal Data originating in Canada is processed in Toronto (primary) and Montréal (failover). Additional regions are published in the DPA.

10.4 EU / UK Representative

WCE has appointed an EU Representative under Article 27 GDPR and a UK Representative under the UK-GDPR. Contact details are published in the Privacy Policy at /legal/privacy.html and in the site footer.

11. Security

11.1 Security Program

WCE maintains a written information security program aligned to ISO/IEC 27001, NIST SP 800-53 Moderate, and SOC 2 Trust Services Criteria (Security, Availability, Confidentiality, Processing Integrity, Privacy), designed to protect the confidentiality, integrity, and availability of Customer Confidential Information and Personal Data.

11.2 Encryption

Personal Data is encrypted in transit using TLS 1.3 or successor with modern cipher suites, and at rest using AES-256 or successor.

11.3 Access Control

Access to Customer Personal Data is restricted to WCE personnel with a need-to-know, is subject to mandatory multi-factor authentication, and is logged. WCE personnel are subject to background checks consistent with applicable law and to WCE's confidentiality and code-of-conduct obligations.

11.4 Incident Notification

WCE shall notify Customer without undue delay, and in any event within seventy-two (72) hours, of any confirmed Personal Data Breach affecting Customer Personal Data. Notification will include the information required by Article 33(3) GDPR to the extent then known.

11.5 Audit Rights

Once per calendar year, upon at least thirty (30) days' prior written notice, Customer may audit WCE's compliance with this Agreement, either by requesting a copy of WCE's most recent SOC 2 Type II report and ISO/IEC 27001 certificate (which shall satisfy the audit obligation), or, where an Order Form so provides and at Customer's expense, by engaging a mutually agreed independent auditor bound by confidentiality no less protective than this Agreement.

12. Service Levels and Support

The Service Level Agreement published at /legal/sla.html is incorporated by reference. SLA credits are Customer's sole and exclusive remedy for failure to meet a service level, except where the failure constitutes a material breach entitling Customer to terminate under Section 6.2.

13. Intellectual Property; Trade-Secret Protection

13.1 WCE IP

The Platform, all associated intellectual property, and all improvements are and shall remain the exclusive property of WCE. No provision of this Agreement transfers ownership of the Platform or of any patent, copyright, trademark, or trade secret in the Platform.

13.2 Trade-Secret Schedule

WCE maintains the Trade-Secret Schedule as trade secret under 18 U.S.C. § 1839 and equivalent state and international law. Customer acknowledges the value of the Trade-Secret Schedule, the reasonable steps WCE takes to keep it secret, and Customer's obligation to maintain that secrecy as a condition of this Agreement.

13.3 No Right to Trade-Secret Schedule

This Agreement does not grant Customer any right of access to, inspection of, disclosure of, or reverse engineering of the Trade-Secret Schedule. A request by Customer or by a third party under discovery, subpoena, freedom-of-information, or similar process for disclosure of any portion of the Trade-Secret Schedule shall be handled under Section 14 and, where applicable, under a protective order sought by WCE.

13.4 Feedback

If Customer provides suggestions, comments, or feedback regarding the Platform ("Feedback"), Customer grants WCE a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate the Feedback into the Platform. WCE has no obligation to use any Feedback.

13.5 Customer IP

Customer retains all right, title, and interest in Customer Confidential Information and Customer Personal Data. WCE receives only the limited rights necessary to provide the Platform.

14. Confidentiality

14.1 Obligations

The receiving Party shall (a) use Confidential Information solely to exercise its rights and perform its obligations under this Agreement, (b) protect Confidential Information with the same degree of care it uses to protect its own confidential information of like importance (and in no event less than reasonable care), and (c) not disclose Confidential Information to any third party except to its employees, contractors, and advisors with a need to know who are bound by confidentiality no less protective than this Section.

14.2 Exceptions

The obligations of confidentiality do not apply to information that (a) is or becomes publicly known through no breach of this Agreement, (b) is rightfully known to the receiving Party without an obligation of confidentiality prior to disclosure, (c) is independently developed without use of the disclosing Party's Confidential Information, or (d) is rightfully obtained from a third party without breach of an obligation of confidentiality.

14.3 Compelled Disclosure

If the receiving Party is compelled by law to disclose Confidential Information, it shall, unless prohibited by law, give the disclosing Party prompt written notice and reasonable assistance, at the disclosing Party's expense, in seeking a protective order or other appropriate remedy. The receiving Party shall disclose only that portion of Confidential Information that is legally required.

14.4 Return or Destruction

Upon expiration or termination, or earlier upon the disclosing Party's written request, the receiving Party shall return or destroy the disclosing Party's Confidential Information and certify destruction in writing, except for archival copies retained under a bona fide records-retention policy or legal-hold obligation.

15. Indemnification

15.1 By WCE

WCE shall defend Customer against any third-party claim alleging that the Platform, as provided by WCE and used in accordance with this Agreement, infringes a valid patent, copyright, or trade secret of a third party, and shall pay damages finally awarded or amounts in settlement approved by WCE. If the Platform is enjoined or in WCE's opinion is likely to be enjoined, WCE may, at its option, (a) procure the right for Customer to continue using the Platform, (b) modify the Platform so that it is non-infringing while retaining substantially equivalent functionality, or (c) terminate this Agreement and refund pre-paid Fees for the unused portion of the Term.

15.2 By Customer

Customer shall defend WCE against any third-party claim arising from (a) Customer's breach of Section 9 or of the AUP, (b) Customer's use of the Platform in violation of law, (c) content or data supplied by Customer, or (d) Customer's failure to obtain any consent required from a Data Subject that is Customer's responsibility to obtain, and shall pay damages finally awarded or amounts in settlement approved by Customer.

15.3 Exclusions from WCE Indemnity

WCE has no obligation under Section 15.1 for a claim arising from (a) modification of the Platform by a party other than WCE, (b) combination of the Platform with products or services not supplied by WCE where the claim would have been avoided without the combination, (c) use of the Platform other than as permitted by this Agreement, or (d) Customer's failure to install an update that would have avoided the claim.

15.4 Procedure

The indemnified Party shall (a) give prompt written notice of the claim, (b) grant the indemnifying Party sole control over the defence and settlement (provided that no settlement shall admit liability of the indemnified Party or impose non-monetary obligations without its written consent), and (c) provide reasonable cooperation at the indemnifying Party's expense.

15.5 Exclusive Remedy

Section 15 states each Party's sole and exclusive remedy and the other Party's sole and exclusive liability for third-party claims of intellectual-property infringement.

16. Limitation of Liability

16.1 Excluded Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

16.2 Cap on Direct Damages

THE AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO WCE UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

16.3 Exclusions from the Cap

The exclusions in Section 16.1 and the cap in Section 16.2 do not apply to (a) either Party's indemnification obligations under Section 15, (b) Customer's payment obligations under Section 5, (c) either Party's breach of Section 14 (Confidentiality) or Section 13.2 (Trade-Secret Schedule), (d) Customer's breach of Section 3.2 (Restrictions on Use) or of the AUP, or (e) liability that cannot be limited under applicable law, including in cases of gross negligence, wilful misconduct, or fraud.

16.4 Basis of the Bargain

The Parties acknowledge that the Fees reflect the allocation of risk set forth in this Agreement and that these limitations are an essential basis of the bargain, without which the Parties would not enter into this Agreement.

17. Insurance

Each Party shall maintain, at its own expense, insurance appropriate to its obligations under this Agreement. WCE maintains commercial general liability, professional liability (errors and omissions), cyber liability, and umbrella coverage in amounts customary for its industry and stage. Certificates of insurance are available on request under NDA.

18. Compliance with Law; Export Controls; Sanctions

18.1 Compliance

Each Party shall comply with all applicable laws in performing its obligations under this Agreement.

18.2 Export Controls

Customer shall not export, re-export, transfer, or make the Platform available in violation of the Export Administration Regulations (15 C.F.R. §§ 730–774), the International Traffic in Arms Regulations (22 C.F.R. §§ 120–130), or any other applicable export-control law.

18.3 Sanctions

Customer represents that it is not, and shall not become during the Term, a "Sanctioned Party" as defined under the U.S. Treasury Office of Foreign Assets Control ("OFAC") sanctions programs, the EU Consolidated List, or the UK Sanctions List. Customer shall not permit the Platform to be used by, on behalf of, or for the benefit of a Sanctioned Party.

18.4 Anti-Corruption

Customer shall comply with the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, and equivalent anti-corruption laws.

19. Force Majeure

Neither Party is liable for failure or delay in performance (other than for the payment of Fees) caused by an event beyond its reasonable control, including acts of God, war, terrorism, civil unrest, epidemic or pandemic, governmental order, labour strike, failure of the internet backbone, or failure of a third-party cloud provider. The affected Party shall (a) give prompt written notice, (b) use reasonable efforts to mitigate the effect, and (c) resume performance as soon as practicable. If a Force Majeure Event continues for more than sixty (60) consecutive days, the other Party may terminate the affected Order Form for convenience.

20. Dispute Resolution; Governing Law; Venue

20.1 Governing Law

This Agreement is governed by the laws of the Commonwealth of Pennsylvania, USA, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

20.2 Informal Resolution

Before commencing formal proceedings, the Parties shall attempt to resolve any dispute through good-faith discussions between senior executives for a period of at least thirty (30) days after written notice of the dispute.

20.3 Arbitration

Any dispute not resolved through informal discussion shall be finally resolved by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures, before a single arbitrator, seated in Philadelphia, Pennsylvania. The arbitrator shall issue a reasoned award. Judgment on the award may be entered in any court of competent jurisdiction.

20.4 Equitable Relief

Notwithstanding Section 20.3, either Party may seek injunctive or other equitable relief from a court of competent jurisdiction to protect its intellectual property, Confidential Information, or the Trade-Secret Schedule without first pursuing arbitration.

20.5 Class-Action Waiver

Each Party waives any right to bring or participate in a class, collective, or representative action against the other Party.

21. Assignment; Successors; Change of Control

Neither Party may assign this Agreement without the other Party's prior written consent, except that either Party may assign this Agreement in its entirety to a successor in connection with a merger, acquisition, reorganisation, or sale of substantially all of its assets, upon written notice, provided the successor is not a competitor of the other Party and is not a Sanctioned Party. Any attempted assignment in violation of this Section is void. This Agreement binds and inures to the benefit of the Parties and their permitted successors and assigns.

22. Notices

Notices under this Agreement shall be in writing and delivered by (a) internationally recognised overnight courier with tracking, or (b) e-mail with confirmation of delivery, to the addresses on the Order Form or, for WCE, to legal@whitecrownenterprises.com with a copy to WCE's EU Representative for notices originating in the EU and to WCE's UK Representative for notices originating in the UK. A notice is effective upon delivery.

23. Publicity; Reference; Case-Study Consent

Neither Party shall issue a press release or public statement concerning this Agreement without the other Party's prior written consent, not to be unreasonably withheld. Customer's identification in a list of WCE customers, and Customer's logo on the WCE website, are not "press releases" and are permitted unless Customer has opted out in the Order Form. A case study identifying Customer requires Customer's written consent for each publication.

24. Modifications; Order of Precedence with Addenda

No modification of this Agreement is effective unless in a writing signed by an authorised representative of each Party. In the event of a conflict between this Agreement and an Addendum expressly executed by the Parties, the more specific provision governs the conflict; where equally specific, the Addendum governs.

25. Miscellaneous

25.1 Independent Contractors

The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

25.2 No Third-Party Beneficiaries

Except as expressly stated, this Agreement is for the sole benefit of the Parties and creates no rights in any third party.

25.3 Waiver

No failure or delay by a Party to enforce any provision of this Agreement constitutes a waiver of that provision. A waiver is effective only if in writing.

25.4 Severability

If any provision of this Agreement is held unenforceable, the remaining provisions remain in full force and effect, and the unenforceable provision shall be modified to give effect, to the greatest extent enforceable, to the Parties' intent.

25.5 Counterparts; Electronic Signature

This Agreement may be executed in counterparts and by electronic signature (including via DocuSign, Adobe Sign, or the Nexus Blue signing service), each of which is deemed an original and all of which together constitute one instrument.

25.6 Entire Agreement

This Agreement, together with each Order Form, each executed Addendum, the DPA, the AUP, the Capability Statement, and the SLA, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior or contemporaneous communications, proposals, and agreements. Any pre-printed terms in a Customer purchase order that conflict with this Agreement are of no force or effect.

25.7 Interpretation

Headings are for convenience only. "Include," "including," and their variants are not limiting. References to "days" mean calendar days unless expressly business days. References to a statute include its successor and its implementing regulations.

Exhibits

Exhibit A — Form of Order Form

The form of Order Form is published at /legal/order-form.html and is incorporated by reference.

Exhibit B — Capability Statement

The Capability Statement is published at /legal/capability.html and is incorporated by reference.

Exhibit C — Data Processing Addendum

The DPA is published at /legal/dpa.html and is incorporated by reference.

Exhibit D — Acceptable Use Policy

The AUP is published at /legal/aup.html and is incorporated by reference.

Exhibit E — Service Level Agreement

The SLA is published at /legal/sla.html and is incorporated by reference.

Exhibit F — Chain-of-Custody Rider

The Chain-of-Custody Rider is published at /legal/chain-of-custody.html and is incorporated by reference.

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