Version: 3.0

Effective Date: October 16, 2026

Prior Versions

1. Amendments; Waivers. Any amendment or modification of the Agreement will not be binding unless in writing and signed by both Parties. Any waiver must be in writing and signed by the Party granting the waiver.
2. Assignment. Customer will not assign any right or delegate any obligation under the Agreement without ConnX’s prior written consent. ConnX may assign the Agreement, in whole or in part, to an affiliate or in connection with a merger, reorganization, acquisition, or sale of all or substantially all the assets or business to which the Agreement relates. Any attempted assignment or delegation in violation of this section will be void. The Agreement will bind and benefit the Parties and their respective permitted successors and assigns.
3. Compliance with Laws. The Parties agree to comply with all applicable federal, state, and local laws and regulations in the performance of their respective obligations under the Agreement.
4. Cumulative Remedies. The rights and remedies of the Parties set forth in the Agreement are not exclusive of, but are cumulative to, any rights or remedies now or subsequently existing at law, in equity, by statute or otherwise, except in those cases where the Agreement specifies that a particular remedy is sole or exclusive, but neither Party may retain the benefit of remedies that are inconsistent with one another. No single or partial exercise of any right or remedy with respect to one breach of the Agreement precludes the simultaneous or subsequent exercise of any other right or remedy with respect to the same or a different breach.
5. Confidential Information.
   1. Duty of Confidentiality. Each receiving Party will hold the disclosing Party’s Confidential Information in confidence and will protect it using at least the same degree of care that it uses to protect its own confidential information of a similar nature, but no less than reasonable care. The receiving Party will use Confidential Information only to perform its obligations or exercise its rights under the Agreement or evaluate proposals for new services, including, in the case of ConnX, detecting fraud, checking quality, and operating, maintaining, and enhancing the Software. Except as permitted under §5.3 or otherwise authorized in writing by the disclosing Party, the receiving Party may disclose Confidential Information only to its employees, agents, contractors, and professional advisors who have a need to know for those purposes. Agents and contractors, other than professional advisors acting in that capacity, must not be direct competitors of the disclosing Party and must be bound by written use and disclosure restrictions at least as protective as those set forth herein. Professional advisors must be bound by written confidentiality obligations or professional duties of confidentiality at least as protective as those set forth herein. The receiving Party will be responsible for any breach of this §5 by those recipients.
   2. Exceptions. The restrictions in this §5 will not apply to information that the receiving Party can document: (a) was known to the receiving Party before receipt; (b) was independently developed by the receiving Party without use of the disclosing Party’s Confidential Information; (c) was lawfully received from a third party without an obligation of confidentiality; or (d) is or becomes generally available to the public other than through a breach of the Agreement by the receiving Party or any person to whom the receiving Party disclosed the Confidential Information.
   3. Required Disclosure. The receiving Party may disclose the disclosing Party’s Confidential Information to the extent legally required by judicial or governmental order, subpoena, civil investigative demand, or similar legal process; provided that the receiving Party will, to the extent legally permitted: (a) give the disclosing Party prompt Notice prior to disclosure; (b) reasonably cooperate with the disclosing Party in seeking a protective order or otherwise contesting the disclosure; and (c) disclose only the minimum amount of Confidential Information legally required to be disclosed.
   4. Duration. The obligations under this §5 will continue for three (3) years following disclosure of the applicable Confidential Information; provided that, with respect to Software and trade secrets, those obligations will continue indefinitely.
6. Construction and Interpretation. Each Party acknowledges that it has had the opportunity to independently review the Agreement with legal counsel and has the requisite experience and sophistication to understand, interpret, and agree to its provisions. Accordingly, no presumption or rule of construction will apply against either Party based on authorship of the Agreement. Section and paragraph headings are for reference purposes only and will not affect the meaning or interpretation of the Agreement. The singular includes the plural and vice versa, and references to any gender include all genders.
7. Counterparts. The Agreement may be executed in two or more counterparts, which may be exchanged by facsimile, electronic mail, secure online document sharing service, or electronic signature application (for example, DocuSign), each of which will be deemed an original, but all of which together constitute one and the same instrument.
8. Customer Representations and Warranties. Customer represents and warrants that: (a) it has full power and authority to enter into and perform the Agreement; (b) its performance under the Agreement and use of the Products will comply with all applicable laws and regulations; (c) it has all rights, licenses, consents, and permissions necessary to provide Customer Data and other materials to ConnX and to authorize ConnX’s use thereof as contemplated by the Agreement; (d) Customer’s use of the Products will comply with the Agreement and will not violate any third-party rights; and (e) Customer will not use, or permit any third party to use, the Products for any unlawful, unauthorized, fraudulent, or abusive purpose.
9. Definitions. Unless otherwise defined herein, all capitalized terms have the meanings ascribed to them in the Customer Master Agreement.
10. Dispute Resolution. Where there is a dispute, controversy, or claim arising under, out of, or relating to the Agreement, the aggrieved Party will notify the other Party in writing of the nature of such dispute with as much detail as reasonably possible. An authorized representative of each Party will meet in person or communicate by telephone within five (5) business days after such notice to negotiate in good faith a resolution of the dispute. If the dispute cannot be resolved in this manner, it will be settled by binding arbitration in the State of New Jersey before one arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Notwithstanding the foregoing, either Party may seek temporary, preliminary, or other injunctive or equitable relief in any court of competent jurisdiction to protect its Intellectual Property rights or Confidential Information. In addition, ConnX may pursue claims relating to property ownership, Intellectual Property rights, non-solicitation, confidentiality, or information security in any state or federal court of competent jurisdiction. Judgment upon an arbitration award may be enforced in any court of competent jurisdiction.
11. Entire Agreement. Unless specifically set forth herein, the Agreement is the entire agreement between the Parties with respect to the subject matter herein and supersedes all prior agreements, proposals, representations, statements, or understandings, whether written or oral.
12. Export Control and Re-Exportation. Customer will comply with all applicable United States and other export control, import, economic sanctions, and trade laws and regulations, including the U.S. Export Administration Regulations administered by the U.S. Department of Commerce and sanctions administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control. Customer will not export, re-export, transfer, release, or otherwise make available any Products, Software, technical or non-technical data, information, or materials in violation of any applicable law or to any prohibited or restricted destination, person, entity, end user, or end use. Customer will obtain, at its expense, all licenses, authorizations, and approvals required for any such export, re-export, transfer, or use and will demonstrate compliance upon ConnX’s reasonable request. Customer will indemnify, defend, and hold harmless ConnX from and against any losses, damages, liabilities, costs, and expenses, including reasonable attorneys’ fees, arising out of, or relating to Customer’s violation of this section.
13. Force Majeure. Neither Party will be liable for any interruption or delay, failure in performance, loss or damage caused by events outside such Party’s reasonable control, such as (but not limited to): war; acts or threats of terrorism; civil disorder; labor strikes or disruptions; natural disasters (including fires, floods, earthquakes, and severe weather); medical epidemics, pandemics or outbreaks; destruction of network facilities or transportation infrastructure (including explosion, cable cuts, and power blackouts); acts of regulatory or governmental agencies, or any other events beyond such Party’s reasonable control. The affected Party will promptly notify the other Party of the event and use commercially reasonable efforts to mitigate its effects and resume performance. Force Majeure will not excuse or delay Customer’s obligation to pay amounts properly due under the Agreement.
14. Governing Law and Venue. Subject to General Terms and Conditions §10, the Agreement will be governed by and construed in accordance with the laws of the State of New Jersey, USA, excluding its conflicts-of-laws rules and the U.N. Convention on the International Sale of Goods. Except as otherwise permitted under §10, the federal and state courts located in New Jersey, USA will have exclusive jurisdiction over any judicial proceeding arising out of or relating to the Agreement.
15. Indemnification.
    1. Customer’s Indemnification Obligations. Customer will indemnify, defend and hold harmless ConnX from and against any and all claims, suits, actions, demands, proceedings, losses, damages, liabilities, costs and expenses, including, without limitation, interest and reasonable attorneys’ fees, arising out of, relating to, or resulting from any third-party claim, regardless of whether such claim is meritorious, alleging: (a) Customer’s fraud, misrepresentation, performance, non-performance, negligence, willful misconduct, or breach of any provision of the Agreement; (b) Customer’s misuse or modification of any Software; (c) Customer’s combination or use of any Software with a third-party product where such combination, use or operation infringes any IP right of a third party; (d) failure to comply with applicable laws; (e) any claim or action by any Customer affiliate, subcontractor, end user, or other third party arising out of Customer’s breach or violation of its agreements or arrangements with such party; and (f) any act or omission by Customer’s employees, agents, or subcontractors. Customer will cooperate with ConnX in good faith in connection with such claims.
    2. ConnX’s Indemnification Obligations. ConnX will indemnify, defend, and hold harmless Customer and its officers, directors, and employees from and against any third-party claim alleging that any Software or equipment provided by ConnX under the Agreement infringes any United States patent, copyright, trademark, service mark, or other Intellectual Property right of a third party. If any such Software or equipment becomes, or in ConnX’s reasonable opinion is likely to become, the subject of an infringement claim, ConnX may, at its option and expense: (a) procure for Customer the right to continue using the affected Software or equipment; (b) modify or replace the affected Software or equipment so that it is non-infringing without materially reducing its functionality; or (c) if neither of the foregoing is commercially reasonable, terminate Customer’s right to use the affected Software or equipment and refund any prepaid fees attributable to the terminated Software or equipment for the period following such termination. ConnX will have no obligation under this §15.2 to the extent a claim arises from Customer’s modification, misuse, or unauthorized use of the Software or equipment; combination or use of the Software or equipment with products, services, processes, or materials not provided or approved by ConnX; or Customer’s continued use after ConnX has provided a non-infringing replacement or modification. This §15.2 states ConnX’s entire obligation and Customer’s exclusive remedy with respect to any claim of infringement or misappropriation of third-party Intellectual Property rights.
    3. Mutual Indemnification Procedures. Notice. The Party seeking indemnification (the “Indemnified Party”) will provide the Party from whom indemnification is sought (the “Indemnifying Party”) reasonably prompt written notice of any claim that may give rise to indemnification under this §15. Failure to provide timely notice will not relieve the Indemnifying Party of its obligations except to the extent the Indemnifying Party is materially prejudiced by such failure. The Indemnifying Party will not settle any claim without the Indemnified Party’s prior written consent if the settlement admits wrongdoing by any person entitled to indemnification under the applicable provision, imposes any obligation or restriction on any such person, or does not fully and unconditionally release all such persons from liability arising from the claim.
    4. Defense and Settlement. The Indemnifying Party will control the defense of any indemnified claim at its expense, subject to the Indemnified Party’s right to participate with counsel of its choice at its own expense.
16. Information Security. Customer will use commercially reasonable administrative, technical, and physical safeguards to protect ConnX systems, accounts, credentials, Software, data, and Confidential Information accessed or used in connection with the Agreement. Customer will access and use such systems and information only as authorized under the Agreement and in accordance with ConnX’s applicable security policies communicated to Customer. Customer will promptly notify ConnX of any actual or suspected unauthorized access, use, disclosure, loss, compromise, or security incident involving ConnX systems, Software, data, credentials, or Confidential Information. Customer will reasonably cooperate with ConnX in investigating, mitigating, and remediating any such incident.
17. Intellectual Property Rights. Each Party retains all right, title, and interest in and to its pre-existing Intellectual Property. ConnX retains all right, title, and interest, including all Intellectual Property rights, in and to the Products, Software, documentation, deliverables, configurations, modifications, enhancements, developments, and work product created, developed, or provided by or on behalf of ConnX in connection with the Agreement. This reservation does not retain ownership of tangible Materials sold to Customer or transfer ownership of Customer Data to ConnX; ConnX retains its Intellectual Property rights in those Materials. Except for the limited rights expressly granted under the Agreement, Customer acquires no right, title, or interest in or to any ConnX Intellectual Property, and no rights or licenses are granted by implication, estoppel, or otherwise. Customer retains all right, title, and interest in and to Customer Data and materials provided by Customer to ConnX. Customer grants ConnX and its affiliates, subcontractors, and service providers a non-exclusive, worldwide, royalty-free right to host, access, use, reproduce, transmit, modify, and otherwise process Customer Data and materials solely as necessary to provide, support, maintain, secure, and improve the Products and perform ConnX’s obligations under the Agreement.
18. License Agreement. The License Agreement is incorporated by reference into this Agreement.
19. Limitations Of Liability.
    1. LIMITATION OF LIABILITY. NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, ADVANTAGE, SAVINGS OR REVENUES, OR INCREASED COST OF OPERATIONS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, CONNX’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO CONNX UNDER THE APPLICABLE ORDER OR STATEMENT OF WORK GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. The foregoing cap will not limit Customer’s obligation to pay fees and other amounts properly due under the Agreement. The exclusion of damages in the first sentence of this §19.1 does not apply to Customer’s indemnification obligations, Customer’s misuse of ConnX Intellectual Property or Software, Customer’s breach of its confidentiality or information security obligations, or Customer’s fraud, gross negligence, or willful misconduct.
    2. Application and Survival. The limitations of liability set forth in the Agreement will apply regardless of the form of action, whether in contract, equity, tort, strict liability or otherwise and whether damages were foreseeable, and will apply to limit the liability of ConnX, Customer and their respective Affiliates, employees, directors, subcontractors, and suppliers. The limitations of liability and disclaimers set out in this §19 will survive failure of any exclusive remedies provided in the Agreement.
20. Non-Solicitation. During the term of the Agreement and for one (1) year after its termination or expiration, Customer will not, directly or indirectly: (a) solicit, induce, recruit, influence, or encourage any ConnX employee, contractor, or consultant to terminate or alter such person’s employment or contractual relationship with ConnX; (b) solicit or induce any ConnX customer, potential customer, or end-user to become a customer of Customer or any of its affiliates with respect to any product or service that replaces or competes with a ConnX product or service; (c) solicit or induce any ConnX vendor or licensor to cease or materially reduce its business relationship with ConnX; or (d) solicit or induce any of ConnX’s clients, licensors, licensees, customers, or other parties contractually engaged with ConnX to purchase products or services from a party in competition with ConnX.
21. No Waiver; Non-Exclusivity of Remedies. The failure of either Party to assert or enforce any right under the Agreement will not constitute a waiver of that right or of any other right. Any waiver must be in writing and signed by the Party granting the waiver. Subject to the limitations and any expressly exclusive remedies set forth in the Agreement, the exercise of any right or remedy will not preclude the exercise of any other right or remedy available under the Agreement, at law, or in equity.
22. Publicity and Advertising. Except as set forth in the Agreement, neither Party will publish or use any advertising, sales promotion, press release or other publicity that uses the other Party's name, logo, trademarks, or service marks without the prior written approval of the other Party.
23. Record Keeping. During the term of the Agreement and for two (2) years thereafter, Customer will maintain complete and accurate records reasonably necessary to verify Customer’s compliance with the Agreement, including applicable license and use restrictions, Orders, and amounts payable to ConnX. Upon reasonable prior notice, ConnX may audit such records, no more than once in any twelve (12)-month period unless ConnX reasonably suspects a material breach of the Agreement, solely for the purpose of verifying Customer’s compliance with the Agreement. Any audit will be conducted during normal business hours and in a manner designed to minimize disruption to Customer’s operations. Customer will reasonably cooperate with any such audit and promptly correct any noncompliance identified. If an audit reveals an underpayment of more than five percent (5%) for the period audited or any material violation of applicable license or use restrictions, Customer will reimburse ConnX for the reasonable costs of the audit in addition to paying all amounts due and taking such corrective action as ConnX reasonably requires.
24. Relationship Between Parties. Nothing in the Agreement will be construed to create any employment, agency, partnership, joint venture, fiduciary, franchise, or other similar relationship between the Parties. Neither Party will have authority to bind, obligate, or make any representation or commitment on behalf of the other Party.
25. Severability. If any provision hereof is found invalid or unenforceable pursuant to a final judicial decree or decision, the remainder of the Agreement will remain valid and enforceable according to its terms. In the event of such partial invalidity, the Parties will seek in good faith to agree on replacing any such legally invalid provision with a provision which, in effect, will most nearly and fairly approach the effect of the invalid provision.
26. Survival of Terms. The provisions concerning payment and accrued obligations, Confidential Information, Intellectual Property Rights, Export Control and Re-Exportation, Indemnification, Limitations of Liability, Information Security, Non-Solicitation, Record Keeping, Dispute Resolution, Governing Law and Venue, and any other provisions that by their nature are intended to survive, will survive expiration or termination of the Agreement, subject to any time limits expressly stated in those provisions.
27. Termination.
    1. Breach; Other Termination Events. Either Party may terminate the Agreement for a material breach by the other Party, subject to §27.2. In addition, the Agreement may be terminated as set forth below, subject to §27.2 where applicable:
       1. Payment. ConnX may terminate the Agreement upon Customer’s failure to pay any undisputed amount when due.
       2. Bankruptcy; Insolvency. To the extent permitted by law, either Party may terminate the Agreement upon the insolvency or bankruptcy of the other Party, the inability of the other Party to pay its debts as they fall due, or upon the appointment of a trustee or receiver or the equivalent for the other Party, or upon the institution of proceedings relating to dissolution, liquidation, winding up, bankruptcy, insolvency, or the relief of creditors with respect to the other Party, if such proceedings are not terminated or discharged within thirty (30) calendar days.
       3. Impairment. ConnX may terminate the Agreement upon the enactment of a law, decree, or regulation that would impair or restrict (a) ConnX’s right to terminate or elect not to renew the Agreement as herein provided; or (b) ConnX’s IP rights. Any such termination will be deemed effective one (1) day prior to the effectiveness of the relevant law, decree, or regulation, regardless of when such notice of termination is transmitted or received.
    2. Cure. Before terminating the Agreement for a material breach under §27.1, including nonpayment under §27.1.1, the non-breaching Party must provide written Notice identifying the breach. The breaching Party will have thirty (30) days after that Notice becomes effective to cure the breach. If the breach remains uncured after that period, the non-breaching Party may terminate the Agreement by a further written Notice.
    3. Termination for Convenience. ConnX may terminate the Agreement for convenience upon sixty (60) calendar days’ prior written notice to Customer.
    4. Injunctive Relief. Notwithstanding anything to the contrary in the Agreement, and subject to §10, either Party may seek temporary, preliminary, or other injunctive or equitable relief in any court of competent jurisdiction to protect its Intellectual Property rights or Confidential Information without first complying with the dispute resolution procedures set forth in §10.
    5. Other Remedies. Each Party acknowledges and agrees that termination of the Agreement is not the sole remedy under the Agreement and, whether or not termination is effected, all other remedies available to a Party as a result of any breach or nonperformance by the other Party will remain available to the non-defaulting Party.
    6. Obligations Following Termination. Upon termination or expiration of the Agreement, Customer will (a) pay ConnX all amounts due and owing as of the effective date of termination or expiration and all amounts that become due thereafter under any Order entered into prior to such termination or expiration, including for Products scheduled for delivery after the effective date; (b) return ConnX-owned equipment at Customer’s sole expense except equipment required for an Order that remains in effect, which will be returned when that Order expires or is terminated; and (c) pay ConnX any applicable re-stocking fees.