SUBSCRIPTION AND SERVICES AGREEMENT

This subscription and services agreement (the “Agreement”), the relevant terms of the Documentation, and any executed Orders and/or SOWs between the parties, are incorporated herein and shall govern the provision of the Services. Customer and its Affiliates may place orders under this Agreement by submitting separate Order(s) and SOW(s). This Agreement shall commence on the Effective Date of Customer’s first executed Order or SOW (“Effective Date”) and will continue until otherwise terminated in accordance with Section 12 below.

1. DEFINITIONS.
"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity.

“Ancillary Programs” means certain enabling software or tools, which Miura Development makes available to Customer for download as part of the Subscription Services for purposes of facilitating Customer access to, operation of, and/or use with the Subscription Services.

“Authorized Contractors” means independent contractors, licensors, or subcontractors.

"Customer Data" means all data, records, files, images, graphics, audio, video, photographs, reports, forms and other content and material, in any format, that are submitted, stored, posted, displayed, transmitted, or otherwise used by or for Customer to the Subscription Services.
 
“Data Center Region” refers to the geographic region in which the Customer Data is housed.

“Deliverable” means any work product, deliverables, programs, interfaces, modifications, configurations, reports, or documentation developed or delivered in the performance of Professional Services.
 
“Documentation” means Miura Development ’s product guides and other end user documentation for the Subscription Services and Ancillary Programs available online as a product or through the Subscription Services, as may be updated by Miura Development  from time to reflect the then-current Subscription Services.

“Order” or “Order Form” means an ordering document or online order specifying the Services to be provided hereunder that is entered into between Miura Development and Customer from time to time, including any supplements thereto. Customer Affiliates may purchase Services subject to this Agreement by executing Orders hereunder.

“Professional Services” means fee-based migration, implementation, training or consulting services that Miura Development  performs as described in an Order.

"Services" means the Subscription Services and Professional Services that Customer may purchase under an Order.

“Subscription Services” means the cloud platform made available by Miura Development to Customer, the software made available by Miura Development to Customer online via the applicable customer logins and/or associated Support Services, as ordered by Customer under an Order, as applicable.

“Support Services” means the level of support services purchased by Customer pursuant to an Order.

“Subscription Term” means the term of Subscription Services purchased by Customer which shall commence on the start date specified in the applicable Order and continue for the subscription term specified therein and any renewals thereto.

"Third Party Marketplace" means any non-Miura Development products or services made available as an accommodation through Miura Development ’s website, which are subject to change during the Subscription Term.


2. SUBSCRIPTION SERVICES
  2.1. Provision of Subscription Services.
  Miura Development will make the Subscription Services available to Customer pursuant to this Agreement, the     
  Documentation, and the relevant Order Form during the Subscription Term, solely for Customer’s internal business   
  purposes. Miura Development ’s Affiliates and its Authorized Contractors may perform certain aspects of the Services   
  and access Customer Data and Customer Applications provided that Miura Development remain fully liable for same
  and responsible for ensuring that any of Miura Development ’s obligations under this Agreement performed by its
  Affiliates and its Authorized Contractors are carried out in accordance with this Agreement.

  Customer’s Affiliates and its Authorized Contractors may access certain aspects of the Services hosted or provided
  through such Services provided that Customer remain fully liable for same and responsible for ensuring that any of
  Customer’s obligations under this Agreement performed by its Affiliates and its Authorized Contractors are carried out
  in accordance with this Agreement. Customer's use of the Subscription Services includes the right to access all
  functionality available in the Subscription Services during the Subscription Term. So long as Miura Development does
  not materially degrade the functionality, as described in the Documentation, of the Subscription Services during the
  applicable Subscription Term

         (i) Miura Development  may modify the systems and environment used to provide the Subscription Services to
            reflect changes in technology, industry practices and patterns of system use, and

         (ii) update the Documentation accordingly. Subsequent updates,upgrades, enhancements to the Subscription  
            Services made generally available to all subscribing customers will be made available to Customer at no
            additional charge, but the purchase of Subscription Services is not contingent on the delivery of any future
            functionality or features. New features, functionality or enhancements to the Subscription Services may be
            marketed separately by Miura Development and may require the payment of additional fees. Miura Development
            will determine, in its sole discretion, whether access to such new features, functionality or enhancements will
            require an additional fee.

  2.2. Third Party Marketplace.
  As part of the Subscription Services, Miura Development  may provide access to the Third Party Marketplace solely as
  an accommodation to Customer. Customer may choose to use any, all or none of the offerings on such Third Party  
  Marketplace at its sole discretion. Customer’s use of any offering on the Third Party Marketplace is subject to the
  applicable provider’s terms and conditions and any such terms and conditions associated with such use are solely
  between Customer and such third party provider. Miura Development  does not provide any Support Services for Third
  Party Marketplace products and services.

  2.3 Ancillary Programs.
  As part of the Subscription Services, Miura Development may provide Customer with access to download certain
  Ancillary Programs for use with the Subscription Services. Miura Development grants Customer during the Subscription  
  Term a non-exclusive, non-transferable non-assignable, limited licensed to use such Ancillary Programs in object code
  (machine readable) format only on each site hosted by Miura Development under an Order or for Subscription Service
  to facilitate Customer access to, operation of, and/or use of the Subscription Services subject to the terms of this
  Agreement. Ancillary Programs shall only be used to upload, download and synchronize files between Customer’s
  computer or other Customer owned or controlled devices and the Subscription Services.

3. DATA PRIVACY
  3.1. Security and Internal Controls.
  In accordance with Miura Development ’s Privacy Policy incorporated herein by reference, Miura Development shall
  access and use the Customer Data solely to perform its obligations in accordance with the terms of this Agreement.

  3.2. Data Privacy.
  In performing the Subscription Services, Miura Development will comply with the Miura Development Privacy Policy
  incorporated herein by reference. The Miura Development Privacy Policy is subject to change at Miura Development ’s
  discretion; however, Miura Development policy changes will not result in a material reduction in the level of protection
  provided for Customer Data during the Subscription Term. Except with respect to Trial Services, the terms of the Miura
  Development GDPR Data Processing Addendum (“DPA”) are hereby incorporated by reference and shall apply to the
  extent Customer Data includes Personal Data, as defined in the DPA. To the extent Customer’s use of the Subscription
  Services includes the processing of Customer Data by Miura Development that are subject to the General Data
  Protection Regulation (EU) 2016/679 or the UK GDPR, as defined in the Data Protection, Privacy and Electronic
  Communications (Amendments etc) (EU Exit) Regulations 2019 (jointly “GDPR”), such data processing by Miura
  Development as data processor complies with the requirements of the aforementioned regulation and any Personal Data
  transfer out of the European Union, the European Economic Area, the United Kingdom, and Switzerland shall be
  governed by the Standard Contractual Clauses as attached to the DPA, unless the Customer has opted out of those
  clauses. For the purposes of the Standard Contractual Clauses, Customer and its applicable Affiliates are each the data
  exporter, and Customer's acceptance of this Agreement, and an applicable Affiliate's execution of an Order Form, shall
  be treated as its execution of the Standard Contractual Clauses and Appendices. Miura Development  shall process
  personal data and personal information on behalf of and in accordance with Customer’s instructions consistent with this
  Agreement and as necessary to provide the Subscription Services and will reasonably cooperate with Customer in its
  efforts to respond to requests by data subjects to exercise their rights under the GDPR and to otherwise comply with the
  GDPR.
 
  3.3. Compliance with Law.
  Miura Development will comply with all laws applicable to the provision of the Subscription Services, including   
  applicable security breach notification laws, but not including any laws applicable to the Customer’s industry that is not
  generally applicable to information technology services providers.

4. CUSTOMER OBLIGATIONS
  4.1. Responsibilities.
  Customer shall
         (i) access and use the Services in accordance with this Agreement, applicable laws and government
           regulations and Miura Development ’s Terms Of Use Policy incorporated herein by reference,

         (ii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Miura
           Development promptly of any such unauthorized access or use, and

         (iii) take commercially reasonable steps necessary to ensure the security and compliance of the Customer
           Applications.
 
  4.2. Customer Data.
  Customer has and shall maintain all rights as are required to allow Miura Development to provide the Subscription
  Services to Customer as set forth in this Agreement, including without limitation to send the Customer Data to Miura  
  Development pursuant to this Agreement and to allow Miura Development to access, use, and store Customer Data to
  provide the Subscription Services pursuant to this Agreement. Customer is responsible for its legal and regulatory
  compliance in its use of any Subscription Services and shall make Miura Development aware of any Customer Data
  processed, stored, or transmitted through the Subscription Services for which regulations apply. If, in the course of
  providing Subscription Services, Miura Development agrees in writing to process such Customer Data and Customer
  has subscribed to any applicable Subscription Services, Miura Development shall process it only as permitted under this
  Agreement and in compliance with data protection legislation to which Miura Development is subject as a service
  provider.

  4.3 Restrictions.
  Customer shall not
         (i) license, sublicense, sell, resell, rent, lease, transfer, distribute or otherwise similarly exploit the Subscription
           Services or Ancillary Programs),

         (ii) use or permit others to use any security testing tools in order to probe, scan or attempt to penetrate or ascertain
           the security of the Subscription Services,

         (iii) copy, create a derivative work of reverse engineer, reverse assemble, disassemble, or decompile the
           Subscription Services, Ancillary Programs, or any part thereof or otherwise attempt to discover any source code or
          modify the Subscription Services or the Ancillary Programs),

         (iv) create a competitive offering based on the Subscription Services, and

         (v) disclose any benchmark or performance tests of the Subscription Services.

5. PROFESSIONAL SERVICES
  5.1. Standard Professional Services.
  A description of Miura Development ’s standard Professional Services offerings, including training, and workshops, may
  be found in the Documentation. Standard Professional Services may also be identified in an Order.

6. PROPRIETARY RIGHTS
  6.1. Subscription Services.
  Except for the rights expressly granted under this Agreement, Miura Development and its licensors retain all right, title
  and interest in and to the Subscription Services and Documentation, including all related intellectual property rights
  therein. Miura Development reserves all rights in and to the Subscription Services and Documentation not expressly
  granted to Customer under this Agreement. Customer will not delete or in any manner alter the copyright, trademark,
  and other proprietary notices of Miura Development.

  6.2 Ancillary Programs, Third Party Software. The Subscription Services (including Ancillary Programs) may interoperate
  with certain software products, including open-source software, owned by third parties and licensed directly to the
  Customer by such third party (“Third Party Software”). Such Third Party Software is provided to the Customer without
  liability or obligation by Miura Development and is governed by a license agreement directly between the Customer
  and the respective owner of the Third Party Software.

7. CONFIDENTIALITY
  7.1. Definition of Confidential Information.
  "Confidential Information" means all confidential or proprietary information of a party ("Disclosing Party") disclosed to
  the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or reasonably should
  be understood to be confidential given the nature of information and the circumstances of disclosure. Without limiting
  the coverage of these confidentiality obligations, the parties acknowledge and agree that Confidential Information of
  each party shall include the terms and conditions of this Agreement, related benchmark or similar test results, other  
  technology and technical information, security information, security audit reports, and business and marketing plans,
  except that Miura Development may reference and use Customer’s name, logos and the nature of the Services provided
  hereunder in Miura Development ’s business development and marketing efforts.
 
  7.2. Exceptions.
  Confidential Information shall not include information that
         (i) is or becomes publicly available without a breach of any obligation owed to the Disclosing Party,

         (ii) is already known to the Receiving Party at the time of its disclosure by the Disclosing Party, without a breach of
            any obligation owed to the Disclosing Party,

         (iii) following its disclosure to the Receiving Party, is received by the Receiving Party from a third party without
            breach of any obligation owed to Disclosing Party, or

         (iv) is independently developed by Receiving Party without reference to or use of the Disclosing Party’s Confidential
            Information.

  7.3. Protection of Confidential Information.
  The Receiving Party shall use the same degree of care used to protect the confidentiality of its own Confidential
  Information of like kind (but in no event less than reasonable care), and, except with Disclosing Party’s written consent,
  shall
         (i) not use any Confidential Information of Disclosing Party for any purpose outside the scope of this Agreement and
       
         (ii) limit access to Confidential Information of Disclosing Party to those of its and its Authorized Contractors,
            Affiliates’ employees, contractors and agents who need such access for purposes consistent with this Agreement
            and who have a duty or obligation of confidentiality no less stringent than that set forth herein.

  7.4. Compelled Disclosure.
  The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required by applicable
  law, regulation or legal process, provided that the Receiving Party
         (i) provides prompt written notice to the extent legally permitted,

         (ii) provides reasonable assistance, at Disclosing Party's cost, in the event the Disclosing Party wishes to oppose the 
            disclosure, and

         (iii) limits disclosure to that required by law, regulation or legal process.

8. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS
  8.1. Miura Development Representations & Warranties.
  Miura Development represents and warrants that
         (i) Miura Development has the legal authority to enter into this Agreement,

         (ii) the Subscription Services will materially conform with the relevant Documentation,

         (iii) the functionality and security of the Subscription Services will not be materially decreased during a Subscription
            Term, and

         (iv) Professional Services will be performed in a competent and workmanlike manner consistent with generally
            accepted industry standards.

  8.2. Remedies.
  For any failure of any Subscription Services or Professional Services, as applicable, to conform to their respective
  warranties, Miura Development ’s liability and Customer’s sole and exclusive remedy shall be for Miura Development, in
  the case of a breach of the warranty set forth in Section 9.1 (ii), (iii), and/or (iv), to use commercially reasonable efforts
  to correct such failure; or, in the case of a breach of the warranty set forth in Section 9.1 (iv) to re-perform the affected
  Professional Services. If the foregoing remedies are not commercially practicable, Miura Development may, in its sole
  discretion, terminate the applicable Order upon providing Customer with written notice thereof, and, as Customer’s sole
  and exclusive remedy, refund to Customer

         (a) in the case of breach of the warranty set forth in Section 9.1(ii) or (iii), any Subscription Services fees paid by
            Customer with respect to the unexpired portion of the current Subscription Term for the non-conforming
           Subscription Services; or

         (b) in the case of breach of the warranty set forth in Section 9.1(iv), any fees paid by Customer for the portion of
            Professional Services giving rise to the breach.

  8.3. Customer Representations & Warranties.
  Customer represents and warrants that
         (i) it has the legal authority to enter into this Agreement, and

         (ii) it will use the Services in accordance with the terms and conditions set forth in this Agreement and in compliance
            with all applicable laws, rules and regulations.

  8.4. Disclaimer.
  EXCEPT AS EXPRESSLY PROVIDED HEREIN, MIURA DEVELOPMENT MAKES NO WARRANTIES OF ANY KIND,
  WHETHER EXPRESS, IMPLIED, ORAL OR WRITTEN, STATUTORY OR OTHERWISE, AND MIURA DEVELOPMENT HEREBY
  DISCLAIMS ALL IMPLIED WARRANTIES AND CONDITIONS, INCLUDING, TO THE MAXIMUM EXTENT PERMITTED BY
  APPLICABLE LAW, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, OR ANY
  WARRANTY WITH RESPECT TO THE QUALITY, PERFORMANCE, ACCURACY OR FUNCTIONALITY OF THE SERVICES
  OR THAT THE SERVICES ARE OR WILL BE ERROR FREE OR WILL ACCOMPLISH ANY PARTICULAR RESULT.

9. MUTUAL INDEMNIFICATION
  9.1. Indemnification by Miura Development.
  Miura Development shall indemnify, defend and hold Customer harmless from and against any judgments, settlements,
  costs and fees reasonably incurred (including reasonable attorney’s fees) resulting from any claim, demand, suit, or
  proceeding made or brought against Customer by a third party alleging that the use of the Subscription Services
  hereunder infringes or misappropriates the valid intellectual property rights of a third party (a "Claim Against Customer");
  provided that Customer

        (a) promptly gives Miura Development  written notice of the Claim Against Customer;

        (b) gives Miura Development  sole control of the defense and settlement of the Claim Against Customer (provided
           that Miura Development  may not settle any Claim Against Customer unless the settlement unconditionally releases
           Customer of all liability); and

        (c) provides to Miura Development  all reasonable assistance, at Miura Development ’s
           expense. In the event of a Claim Against Customer, or if Miura Development  reasonably believes the
           Subscription Services may infringe or misappropriate, Miura Development  may in Miura Development ’s sole
           discretion and at no cost to Customer
                (i) modify the Subscription Services so that they no longer infringe or misappropriate, without breaching Miura
                    Development ’s warranties hereunder,

                (ii) obtain a license for Customer’s continued use of Subscription Services in accordance with this Agreement,
                    or

                (iii) terminate Customer’s subscriptions for such Subscription Services and refund to Customer any prepaid fees
                    covering the remainder of the term of such subscriptions after the effective date of termination.
                    Notwithstanding the foregoing, Miura Development  shall have no obligation to indemnify, defend, or
                    hold Customer harmless from any Claim Against Customer to the extent it arises from
                           (i) Customer Data Applications,
                          
                           (ii) use by Customer after notice by Miura Development  to discontinue use
                               of all or a portion of the Subscription Services,
                          
                           (iii) use of Services by Customer in combination with equipment or software not supplied by Miura
                               Development where the Service itself would not be infringing,
                          
                           (iv) or Customer’s breach of this Agreement.

  9.2. Indemnification by Customer.
  Customer shall indemnify, defend and hold Miura Development  harmless from and against any judgments, settlements, 
  costs and fees reasonably incurred (including reasonable attorney’s fees) resulting from any claim, demand, suit or
  proceeding made or brought against Miura Development  by a third party alleging that Customer Data or Customer
  Application violates applicable law or a third party’s rights (a "Claim Against Miura Development "); provided that Miura
  Development 
        (a) promptly gives Customer written notice of the Claim Against Miura Development ;
       
        (b) gives Customer sole control of the defense and settlement of the Claim Against Miura Development  (provided  
            that Customer may not settle any Claim Against Miura Development unless the settlement unconditionally releases
            Miura Development  of all liability); and
       
        (c) provides to Customer all reasonable assistance, at Customer’s expense.

  9.3. Exclusive Remedy.
  This Section 10 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the
  other party for any type of claim described in this Section.

10. LIMITATION OF LIABILITY
  10.1. Limitation of Liability.
  EXCEPT FOR (I) EACH PARTY’S OBLIGATIONS SET FORTH IN SECTION 10 (MUTUAL INDEMNIFICATION), (II)
  INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, INCLUDING
  TRADE SECRETS, (III) DAMAGES FOR BODILY INJURY, DEATH, DAMAGE TO REAL OR TANGIBLE PERSONAL PROPERTY;
  OR (IV) ANY OTHER LIABILITY THAT MAY NOT BE LIMITED UNDER APPLICABLE LAW (THE “EXCLUDED MATTERS”), IN
  NO EVENT SHALL EITHER PARTY'S TOTAL AGGREGATE LIABILITY RELATING TO THIS AGREEMENT (WHETHER IN
  CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE AMOUNT PAID OR PAYABLE BY
  CUSTOMER FOR THOSE SERVICES GIVING RISE TO SUCH CLAIM UNDER THE APPLICABLE ORDER FORM AND/OR
  SOW IN THE 12 MONTHS PRECEDING THE APPLICABLE INCIDENT.

  10.2. Exclusion of Consequential and Related Damages.
  EXCEPT FOR THE EXCLUDED MATTERS, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY
  FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER
  OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF
  LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. TERM AND TERMINATION
  11.1. Term of Agreement.
  This Agreement commences on the Effective Date and continues until otherwise terminated, by written agreement of the  
  parties, in accordance with Section 12.3 or upon the expiration of the last Subscription Term or renewal thereof.

  11.2. Renewal of Subscription Services.
  Except as otherwise specified in the applicable Order, the Subscription Services shall automatically renew for successive
  monthly periods, unless and until terminated by either party in accordance herewith or unless either party provides written
  notice of non renewal to the other party at least thirty (30) days prior to the end of the then-current Subscription Term.
  Miura Development may increase pricing applicable to the renewal of any then-current Subscription Term by providing
  Customer with notice thereof, including by email, at least thirty (30) days prior to the end of such term.

  11.3. Termination.
  A party may terminate this Agreement (or, at such party’s option, the individual Order Forms or SOWs affected by the
  applicable breach), for cause
        (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the
           expiration of such same 30 day period, or

        (ii) automatically if the other party becomes the subject of a petition in bankruptcy or other proceeding relating to
            insolvency, receivership, liquidation or assignment for the benefit of creditors. Upon termination of an Order or
            SOW for cause by Customer and upon Customer’s written request, Miura Development  shall refund, on a pro
            rata basis, any fees paid thereunder that cover the remainder of the applicable Subscription Term after the
            effective date of termination. Upon termination of an Order or SOW for cause by Miura Development , all
            amounts owed by Customer thereunder shall become due and payable. In no event shall any termination relieve
            Customer of the obligation to pay all fees payable to Miura Development for the period prior to the effective
            date of termination. Upon termination of an Order Form or this Agreement for any reason, Customer’s right to
            access and use the Subscription Services (including any Ancillary Programs) terminates. Upon such termination,
            Customer must
       
        (a) immediately destroy all copies of the Ancillary Programs, and

        (b) immediately and, upon Miura Development's request, provide Miura Development with written certification of   
            such destruction.

  11.4. Survival.
  Section 7 (Proprietary Rights), 8 (Confidentiality), 9.4 (Disclaimer), 10 (Mutual Indemnification), 11 (Limitation of
  Liability), 12.4 (Refund upon Termination), 13 (Notices, Governing Law and Jurisdiction) and 14 (General Provisions) and
  any other rights and obligations of the parties hereunder that by their nature are reasonably intended to survive
  termination or expiration, shall survive any termination or expiration of this Agreement.

  11.5. Governing Law and Jurisdiction.
  If Customer is entering into this Agreement then this Agreement is governed by the laws of England and subject to the
  exclusive jurisdiction of the courts of England and Wales. Each party consents to the jurisdiction of such court in any such
  civil action or legal proceeding and waives any objection to the laying of venue of any such civil action or legal
  proceeding in such court. Notwithstanding the foregoing, the parties acknowledge that any unauthorized disclosure of
  Confidential Information or any actual or alleged infringement of such party’s or third party’s intellectual property rights
  might cause the other party to suffer irreparable harm for which damages would be an inadequate remedy and that, in
  such event, the aggrieved party may seek, in addition to any other available remedies, injunctive and other equitable
  relief.

12. GENERAL PROVISIONS
  12.1. Anti-Corruption.
  Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from
  any of the other party’s employees or agents in connection with this Agreement. If a party learns of any violation of the
  above restriction, such party will use reasonable efforts to promptly notify the other party.

  12.2. Subscription Service Analyses.
  Miura Development may
        (i) compile statistical and other information related to the performance, operation and use of the Subscription
            Services, and

        (ii) use, and share data from the Subscription Services environment in aggregated form for security and operations
            management, to create statistical analyses, and for research and development purposes (clauses i and ii are
            collectively referred to as ‘Subscription Service Analyses”). Subscription Service Analyses will not incorporate any
            information, including Customer Data, in a form that could serve to identify Customer or an individual. Miura
            Development retains all intellectual property rights in Subscription Service Analyses.

  12.3. Non-Solicitation.
  Customer agrees that during the term of each Order Form and/or SOW and for twelve (12) months thereafter, it will not
  recruit or otherwise solicit for employment any person employed by Miura Development  who participated in the
  performance of Services under the applicable Order Form and/or SOW. Nothing in this clause shall be construed to
  prohibit individual Miura Development  employees from responding to public employment advertisements, postings or job
  fairs of Customer, provided such response is not prompted by Customer intentionally circumventing the restrictions of this
  Section.

  12.4. No Third-Party Beneficiaries.
  There are no third-party beneficiaries to this Agreement.

  12.5. Public Relations.
  Customer agrees that Miura Development may identify Customer as an Miura Development  customer in advertising,
  media relations, trade shows, the website, and other similar promotional activities, using Customer’s name and
  trademarks in accordance with Customer’s trademark guidelines.Customer shall also assist Miura Development  in
  preparing a press release announcing Customer as a new Miura Development  Customer, with the view to publishing
  within 60 days following the Effective Date and in preparing a case study for external use that details Customer’s use of
  the Services within 6 months following the Effective Date. Miura Development  shall not publish such press release or
  case study without Customer’s prior, written approval as to its contents.

  12.6. Waiver.
  No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver
  of that right.

  12.7. Force Majeure.
  Neither party shall be liable under this Agreement for delays or failures to perform the Services or this Agreement due to
  causes beyond its reasonable control. Such delays include, but are not limited to, fire, natural catastrophe, government
  legislation, acts, orders, or regulation, strikes or labor difficulties, to the extent not occasioned by the fault or negligence
  of the delayed party. Any such excuse for delay shall last only as long as the event remains beyond the reasonable
  control of the delayed party. The delayed party shall use its best efforts to minimize the delays
  caused by any such event beyond its reasonable control. If the force majeure event continues for more than thirty (30)
  calendar days, then either party may terminate the Agreement upon written notice to the other party.


  12.8. Entire Agreement.
  This Agreement constitutes the entire agreement between the parties as it relates to the subject matter and supersedes all 
  prior and contemporaneous agreements, proposals, or representations, written or oral, concerning or relating to the
  same. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of this Agreement
  shall be effective unless in writing and signed by both parties. To the extent of any conflict or inconsistency between the
  provisions of this Agreement, the Documentation, any Order Form or SOW, the terms of such Order Form or SOW shall 
  prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in a PO, payment system,
  other order documentation or otherwise (excluding Order Forms and/or SOWs) shall be incorporated into or form any
  part of this Agreement, and all terms or conditions shall be null and void