CONVEX TERMS OF SERVICE

Effective Date: February 27, 2026

THIS AGREEMENT GOVERNS YOUR ("CUSTOMER") ORGANIZATION'S ACQUISITION AND USE OF CONVEX, INC. (HEREAFTER "CONVEX") SOFTWARE SERVICES LOCATED AT HTTPS://WWW.CONVEX.DEV/, INCLUDING ANY AND ALL SUBDOMAINS (THE "PLATFORM").

IF YOU REGISTER FOR A FREE TRIAL FOR ACCESS TO THE PLATFORM, THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL. BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM "CUSTOMER" SHALL REFER TO YOU AND/OR SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE PLATFORM.

Customer may not access the Platform if Customer is a direct competitor of Convex, except with Convex's prior written consent. In addition, Customer may not access the Platform for the purposes of monitoring its availability, performance or functionality.

Customer's use of the Platform constitutes Customer's agreement to these terms. It is effective between Customer and Convex as of the date Customer signs or otherwise consents to an Order Form or Customer's first use of the Platform, whichever is earlier.

1. SCOPE OF AGREEMENT

This Agreement sets forth the terms under which Convex will provide access to the Platform to Customer. The Agreement incorporates the following components: (i) Appendix 1 – Definitions; (ii) Appendix 2 – Service Level Terms; (iii) the applicable transaction document such as an Order Form; (iv) the Documentation (including API and SDK documents); and (v) the Convex Data Processing Addendum.

2. SUBSCRIPTIONS TO THE SERVICE

2.1 Subscriptions to the Platform. Subject to the terms and conditions of this Agreement and the applicable Order Form, Convex grants Customer and its Authorized Users a non-exclusive, non-transferable, non-sublicensable, revocable (as provided herein) right to access and use the Platform during the Term solely for Customer's internal business purposes. Customer may add additional Entitlements during a Subscription Term at the same price as found on the Company's Pricing Page here: https://www.convex.dev. Customer may not reduce the quantity of entitlements during the applicable Subscription Term.

2.2 Usage Limits. Subscriptions for the Platform are limited to the usage quantities associated with the subscription tier selected by Customer and described on the Convex website or in an applicable Order Form. For BYOC deployments usage may be measured by units derived from Customer's cloud infrastructure consumption (e.g., EC2 instances, vCPU hours, memory, bandwidth, storage), plus a Platform margin or fee (together "Included Usage"). Any use of the Platform in excess of the Included Usage ("Overage Usage") will be billed to Customer at the then-current overage rates set forth on the Convex website or in an applicable Order Form. Convex will measure Overage Usage based on its system logs and metering tools, which shall be conclusive for billing purposes absent manifest error. Customer remains responsible for all Overage Usage incurred under its accounts, including usage generated by its personnel, contractors, applications, or integrations. Convex may update overage rates from time to time in accordance with the Agreement, any such changes will apply prospectively. Overage Usage charges will accrue regardless of whether Customer has implemented optional spend caps or alerts.

2.3 Beta Features. Convex may invite Customer to try features of the Platform that are not generally available to customers ("Beta Features") at no charge. Customer is under no obligation to use the Beta Features. The Beta Features will be clearly designated. The Beta Features are: (i) for evaluation purposes only and not for production use, (ii) is not considered part of the "Platform" under the Agreement, and (iii) is not provided with any service level commitments or support. Convex may discontinue the Beta Features at any time. The Beta Features are provided "as-is" without warranty, and notwithstanding Section 11, Convex will have no liability for any claim arising from Customer's, its Affiliates', or Users' use of the Beta Platform.

2.4 AI Features. From time to time, Convex may make available certain functionalities that allow Customer to utilize artificial intelligence, machine learning, or similar technologies through or in connection with the Services' processing of Customer Data (the "AI Features"). Customer Data will not be used to train or improve Convex or third-party foundation models without Customer's prior written consent. Customer or its Users may provide input, including Customer Data, for use with the AI Features ("AI Input") and receive output generated and returned by the AI Features based on the AI Input ("AI Output"). Other customers providing similar AI Input to the Al Features may receive the same or similar AI Output. Customer acknowledges and agrees that Customer is responsible for reviewing and validating AI Output for its needs and technical environment before electing to use AI Output. Customer agrees to comply with any applicable AI Feature restrictions described in the Documentation. Disclaimer: Notwithstanding any contrary provision herein, Convex does not represent or warrant that the AI Output will be accurate, complete, error-free, or fit for a particular purpose.

2.5 Connected Applications. The Platform contains features designed to interoperate with Connected Applications. To use such features, Customer or its Users may be required to obtain access to such Connected Applications from their providers and grant Convex access to Customer's or its Users' account(s) on such Connected Applications. If Customer uses a Connected Application with the Platform, Customer grants Convex permission to allow the Connected Application and its provider to access Customer Data solely as required for the interoperation of that Connected Application with the Platform. Disclaimer: Convex provides interoperability with Connected Applications on an as-is basis, and not part of the Subscription. Convex makes no warranty or guarantee as to the interoperability or availability of any Connected Applications and Customer's use of any such Connected Applications is Customer's responsibility. Convex may terminate interoperability with Connected Applications at any time in Convex's sole discretion, after providing Customer commercially reasonable notice (except in the case where the Connected Application poses a security risk to the Platform). Any exchange of Customer Data between Customer and any Connected Application provider, product, or service, is solely between Customer and the applicable Connected Application provider. Convex does not warrant or support Connected Applications. Convex is not responsible for any disclosure, modification or deletion of Customer Data resulting from access by any Connected Application or its provider.

2.6 Customer Code and Inputs. "Customer Code and Inputs" means any software code (including backend functions, database schemas, queries, mutations, workflows, scripts, configuration files, and client-side code), prompts, instructions, data, content, or other materials that Customer or its Users provide to, run on, or cause to be generated for use with the Platform, including code and other output generated by Customer-selected third-party LLMs at Customer's direction, but excluding the Platform, Convex's SDKs and APIs, open-source server components, and Convex's Documentation and underlying Platform technology. The Customer acknowledges that Customer Code and Inputs, third-party scripts, plug-ins, or integrations installed on their platform may interfere with or impair the operation of Platform functionalities. Convex is not responsible for any interruption, errors, performance degradation, or data loss or discrepancies resulting from Customer Code and Inputs. The Customer assumes full responsibility for verifying compatibility before enabling or executing any Customer Code and Inputs.

2.7 Support. Convex shall comply with the Service Level Terms in Appendix 2. Convex provides support via email and/or through a widget on Customer's platform dashboard. Convex does not warrant that the Platform will be accurate, error free, or that Convex will resolve all errors. Convex is not responsible for supporting, or resolving errors originating from any third party tool, script, plugin, Beta features, or Connected Application.

3. CONVEX RESPONSIBILITIES

3.1 Access to the Platform. During the Term Convex will: (a) make the Platform available to Customer according to the Agreement and applicable Order Form(s), (b) maintain appropriate safeguards to protect the security, confidentiality and integrity of Customer Data, (c) remain responsible for the performance of Convex's personnel (including Convex's subcontractors) and their compliance with Convex's obligations under this Agreement.

4. CUSTOMER LIMITATIONS/RESPONSIBILITIES

4.1 Customer Limitations. Customer will not, and will not permit others to: (i) resell, sublicense, assign, lease, lend, distribute, share, or otherwise make the Platform available to any unauthorized party; (ii) modify, adapt, translate, copy, merge, incorporate into or with other software, create derivative works from, or use the Platform with unauthorized hardware or software; (iii) reverse-engineer, decompile, disassemble, or attempt to derive the Platform's source code (except as expressly permitted by law, and then only to the extent allowed); (iv) access the Platform to build a competing product or to copy any features, functions, or design elements; (v) share user credentials; (vi) use the Platform for unlawful purposes or to store or transmit unlawful or malicious content (including viruses or harmful code); (vii) interfere with the Platform's performance, security, or integrity; (viii) remove or obscure any proprietary rights notices; (ix) bypass any access control or security measures; (x) use the Platform in violation of the Agreement or Convex written instructions; (xi) benchmark or test the Platform or its infrastructure without Convex's prior written consent.

Convex may suspend access to the Platform if required by law, if Customer or any User violates the Agreement, or if such use interferes with the Platform's integrity or others' use. Convex will use reasonable efforts to notify Customer before suspension (unless legally prohibited) and will restore access once the issue is resolved. If Customer Data violates law or third-party rights, Convex may notify Customer, who must promptly remove the content; if Customer does not act, Convex may disable the affected data until resolved.

4.2 Customer Responsibilities. Customer will: (i) keep, and ensure that the Users keep, account login details and passwords secured at all times, (ii) promptly notify Convex of any unauthorized access to the Platform arising from a compromise or misuse of Customer's or its User's access credentials, (iii) use the Platform only in accordance with the Agreement, Convex written instructions, applicable laws, and government regulations, (iv) comply with terms of service of any Connected Applications Customer uses in conjunction with the Platform, and (v) remain responsible for any action or omission in violation of the Agreement by Customer's Affiliates or Users. Customer is solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Internet and Customer is responsible for all problems, delays, failures, and all other loss or damage arising from or relating to Customer's network or telecommunications connection to the Internet. The Customer is solely responsible for maintaining independent backups of all Customer Data.

4.3 Administrators. Customer is solely responsible for all actions taken by its Administrator Users. Customer agrees that Convex is not required to determine which Administrator User is authorized or acting properly. Convex may, in its sole discretion, treat the first-created Administrator User account as the primary authority for account control and issue resolution

4.4 Third-Party Use. Customer's Affiliates may access and use the Platform or Software solely for Customer's internal business purposes and only to the extent expressly authorized in an applicable Order Form. Customer shall ensure that each such Affiliate complies with this Agreement, remains fully responsible for all Affiliate acts and omissions, and remains liable for all Subscription Fees attributable to Affiliate use. Nothing in this Agreement permits Customer or any Affiliate to resell, redistribute, or otherwise make the Platform or Software available to any third party (including other Affiliates) as a standalone service, or to use the Software to provide development-platform services on behalf of multiple legal entities, except as follows: (i) application builders may embed the Software as part of their customer-facing products solely on serverless instance types designated by Convex, and not on dedicated instance types; and (ii) authorized managed service providers may access and use the Software solely to operate or administer Customer's environment on Customer's behalf and not for the MSP's own benefit. No Affiliate or third party is granted any right to enforce this Agreement directly against Convex.

5. DATA RESPONSIBILITIES

5.1 Customer Responsibility for Customer Data. Customer is solely responsible for: (i) the Customer Data it submits to the Platform; (ii) obtaining all required consents and permissions for Convex's processing of such data; (iii) the accuracy, quality, and legality of the Customer Data; and (iv) compliance with all applicable data privacy and protection laws. Customer shall ensure it has the right to provide the Customer Data to Convex so that Convex and its service providers may lawfully use, process, and transfer it as permitted under this Agreement. Except as expressly provided herein, no rights in the Customer Data are granted to Convex.

5.2 Excluded Data. Customer is solely responsible for determining whether the Platform meets the security and compliance requirements applicable to any Customer Data that is subject to heightened legal or regulatory obligations (e.g., GLBA, HIPAA, FERPA, COPPA, PCI-DSS).

6. INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP

6.1 Reservations of Rights. Access to the Platform is provided on a subscription basis only. Except for the limited rights expressly granted in this Agreement, Convex retains all rights, title, and interest in and to the Platform, the underlying software, the Convex Materials, and any improvements, enhancements, or modifications thereto (including those arising from Customer feedback), together with all related intellectual property rights. Professional Services, if any, will be provided solely pursuant to a mutually executed Statement of Work ("SOW"). Any onboarding, configuration, implementation assistance, or startup support provided by Convex outside a signed SOW is not considered Professional Services and does not create any obligation for Convex to produce work product or deliverables. Convex grants Customer a non-exclusive, non-sublicensable license to use any materials provided by Convex in connection with Professional Services (the "Convex Materials") solely for Customer's permitted use of the Platform. Convex retains all intellectual property rights in and to any deliverables or work product created under a signed SOW ("Deliverables"). No Deliverables are created, provided, or licensed unless explicitly identified and labeled as "Deliverables" in a mutually executed SOW. For any such Deliverables, Convex grants Customer a non-exclusive, worldwide license to use the Deliverables solely in connection with Customer's authorized use of the Platform. No rights are granted to Customer other than as expressly set forth in this Agreement. Except for Convex's obligations regarding Customer Information under Section 8, nothing in this Agreement restricts Convex from developing, acquiring, licensing, marketing, or distributing products, software, or technologies that are similar to or compete with those developed, produced, marketed, or distributed by Customer.

6.2 Ownership and Processing of Customer Data. Customer and its licensors shall retain all right, title, and interest in and to all Customer Data stored or processed in connection with the Platform, including any modifications, updates, or derivative works thereof. Subject to the terms of this Agreement, Customer grants Convex a nonexclusive, worldwide, royalty-free, limited license to host, use, reproduce, display, perform, adapt, modify, transmit, and distribute Customer Data solely as necessary to: (i) provide the Platform and any Professional Services under this Agreement; (ii) maintain, support, and improve the Platform (including resolving technical issues or support requests); (iii) facilitate integrations or instructions expressly initiated by Customer, including with Customer's Connected Applications; and (iv) comply with applicable law or lawful governmental requests.

6.3 Use of Aggregate Information. Convex may collect, generate, and use data derived from Customer's use of the Platform that has been anonymized, and aggregated so that it does not identify Customer, any Authorized User, or any Downstream Customer ("Aggregated Data"). Aggregated Data may be used by Convex for its legitimate business purposes such as operating, analyzing, and improving the Platform, developing new products or services, and benchmarking. Convex shall ensure that Aggregated Data: (i) does not contain Customer Data or Customer Confidential Information in any identifiable form, and (ii) cannot reasonably be used to re-identify any individual or Customer. Aggregated Data is the property of Convex.

6.4 Feedback. Customer grants Convex a non-exclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, and fully paid-up license to use, copy, modify, and incorporate into the Platform or Professional Services any suggestions, feedback, enhancement requests, or other information provided by Customer or its Users relating to the features, functionality, or performance of the Platform ("Feedback"). Feedback excludes Customer Data. Convex shall have no obligation to treat Feedback as confidential or to compensate Customer or its Users for its use.

7. PAYMENT; TAXES

7.1 Fees/Payment. Customer shall pay all fees specified in each Order Form in the currency indicated therein, regardless of actual usage. All fees are non-cancelable and non-refundable except as expressly provided in this Agreement and will not be subject to setoff or deduction. For self-serve or online subscription tiers, Overage Usage will be billed automatically to the payment method on file. Convex may issue interim charges if an invoice threshold is reached prior to the regular billing cycle. Order Forms may specify monthly or annual billing cycles, and such parameters will control. Unless otherwise stated in the Order Form, fees are due in full, in advance, within thirty (30) days of the invoice date. Convex may, but is not obligated to, allow Customer to pay by credit card in monthly installments. If any undisputed amount remains unpaid more than ten (10) days after the due date, Convex may, upon at least five (5) days' prior written notice, suspend the Platform until the overdue amount is paid in full. Late payments may accrue interest at a rate of 1.5% per month (or the maximum rate permitted by law, if lower) on the outstanding balance. Convex will invoice Customer for Overage Usage monthly in arrears, and all such amounts shall be due and payable in accordance with the payment terms of the Agreement.

7.2 Taxes. All fees are exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including sales, use, value-added, excise, or withholding taxes (collectively, "Taxes"). Customer is responsible for all Taxes associated with its purchases under this Agreement, excluding any taxes based solely on Convex's net income. Convex may determine and invoice applicable Taxes based on Customer's billing address, shipping address, or other relevant location information, and may include such Taxes on the same invoice as the associated fees or on a separate invoice, in accordance with applicable law. If Customer is exempt from any Taxes, it must provide Convex with a valid tax exemption certificate or other legally sufficient proof of exemption. Customer will be liable for any Taxes, penalties, or interest arising from inaccurate or incomplete information provided by Customer. If customer is required to withhold Taxes from amounts payable to Convex (e.g., VAT), Customer shall increase the payment such that Convex receives the full amount it would have received had no withholding been required.

8. CONFIDENTIAL INFORMATION

8.1 Confidentiality. "Confidential Information" means any non-public information and materials disclosed by one party ("Discloser") to the other party ("Recipient") that are (i) marked as confidential at the time of disclosure, or (ii) disclosed in circumstances where a reasonable person would understand the information to be confidential. Confidential Information includes, without limitation, the terms of this Agreement, a party's pricing, product roadmaps and development plans, strategic marketing plans, algorithms, business strategies, customer and prospect lists, design documentation, drawings, engineering information, financial data, forecasts, formulas, hardware configurations, know-how, inventions, market data, processes, products, research, specifications, software (including source code), trade secrets, and any other proprietary or sensitive information relating to the Platform, whether or not marked as confidential. Recipient may disclose Confidential Information only to its Affiliates, employees, officers, directors, advisors, and contractors (collectively, "Representatives") who have a legitimate need to know such information and who are bound by confidentiality obligations at least as protective as those set forth herein. Recipient shall remain responsible for any breach of this Agreement by its Representatives.

8.2 Exclusions. "Confidential Information" does not include information that: (i) was known to the Recipient without restriction prior to disclosure by the Discloser; (ii) is or becomes publicly available through no breach of this Agreement by the Recipient or its Representatives; (iii) is independently developed by the Recipient without use of or reference to the Discloser's Confidential Information; (iv) is lawfully received by the Recipient from a third party without restriction and without breach of any obligation of confidentiality; (v) is approved for release by the Discloser in writing; or (vi) is generally made available by the Discloser to third parties without a duty of confidentiality. The Recipient shall have the burden of proving that any of the foregoing exceptions apply.

8.3 Duties Regarding Confidential Information. At all times during and after the term of this Agreement, the Recipient shall (i) protect the Discloser's Confidential Information using the same degree of care it uses to protect its own confidential information of like kind, but in no event less than reasonable care; (ii) not disclose the Discloser's Confidential Information to any third party except as expressly permitted under this Agreement or with the Discloser's prior written consent; and (iii) use the Confidential Information solely as necessary to perform its obligations or exercise its rights under this Agreement. If the Recipient is required by law, regulation, or court order to disclose any of the Discloser's Confidential Information, such disclosure will not constitute a breach of this Agreement, provided that (iv) the Recipient gives the Discloser prompt written notice (to the extent legally permitted) so the Discloser may seek a protective order or other appropriate remedy, and (v) the Recipient discloses only the portion of Confidential Information that it is legally required to disclose. This confidentiality terms found in the Agreement supersede any prior nondisclosure or confidentiality agreement between the parties with respect to the subject matter hereof, and such agreement shall have no further force or effect.

8.4 Unauthorized Disclosures. The parties agree that any actual or threatened unauthorized use or disclosure of Confidential Information by the Recipient may cause irreparable harm to the Discloser for which monetary damages would be an inadequate remedy. Accordingly, the Discloser shall be entitled to seek immediate injunctive relief, without the requirement to post bond or other security, to prevent or restrain any such actual or threatened breach. Such injunctive relief shall be in addition to, and not in lieu of, any other remedies available to the Discloser at law or in equity.

9. WARRANTIES AND DISCLAIMER

9.1 General Representations and Warranties. Each party represents and warrants that it has the power and authority to enter into this Agreement and the performance by such party of its obligations and duties hereunder will not violate any agreement to which such party is bound.

9.2 Convex Warranties. Convex represents and warrants that: (i) if it provides Professional Services, it will use reasonable skill and care consistent with industry standards and (ii) it has implemented commercially reasonable safeguards intended to detect and reduce the risk that the Software and Platform contain or transmit malicious code intended to damage or corrupt Customer's Data or systems.

9.3 Customer Warranties. Customer represents and warrants that: (i) its use of the Platform, including the submission and use of Customer Data, will comply with all applicable laws and regulations, including those relating to data privacy, intellectual property, and export control; (ii) it has obtained and will maintain all necessary rights, licenses, and consents to provide Customer Data to Convex for use as contemplated in this Agreement; (iii) it will not upload, transmit, or otherwise provide any content or data that is unlawful, infringing, or contains any viruses, malicious code, or other harmful components; and (iv) it will ensure that only its Users access and use the Platform and that all such use will be in accordance with this Agreement.

9.4 Warranty Claims. Except for the Customer's right to terminate in accordance with Section 12.3, Convex's sole responsibility and Customer's exclusive remedy in the event of any material failure of the warranties expressly stated in Section 9, shall be that Convex shall make commercially reasonable efforts to remedy any resulting deficiencies.

9.5 Disclaimer of Warranty. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 9, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE PLATFORM, THE SOFTWARE, AND PROFESSIONAL SERVICES ARE PROVIDED "AS IS" WITHOUT OTHER WARRANTY OF ANY KIND, AND CONVEX MAKES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE PLATFORM, THE SOFTWARE, THE CUSTOMER CONSUMABLE OUTPUT, AND PROFESSIONAL SERVICES. CONVEX SPECIFICALLY AND EXPLICITLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, THOSE ARISING FROM A COURSE OF DEALING OR USAGE OR TRADE, AND ALL SUCH WARRANTIES ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. FURTHER, Convex DOES NOT WARRANT THE PLATFORM OR PROFESSIONAL SERVICES WILL BE ERROR-FREE OR THAT THE USE OF THE PLATFORM WILL BE UNINTERRUPTED.

10. INDEMNIFICATION

10.1 Indemnification by Convex. If a third party asserts or threatens a claim that Customer's use of the Platform or Software directly infringes the third party's patent, copyright, or trademark (a "Claim"), Convex will, at its expense: (a) assume the defense of the Claim, and (b) pay any damages, costs, and reasonable attorneys' fees awarded in a final, non-appealable judgment or agreed to in a settlement approved by Convex, to the extent attributable to Customer's use of the Platform or Software. Convex's obligations are subject to Customer: (i) being current on all applicable fees (or becoming current prior to requesting indemnification); (ii) providing written notice of the Claim to Convex promptly, and in any event within fifteen (15) days of becoming aware of it; (iii) granting Convex sole control of the defense and settlement of the Claim, provided that Customer may approve any settlement that imposes a payment obligation or admission of liability on Customer; and (iv) providing reasonable cooperation in the defense.

10.2 Other Resolution. If the Platform becomes the subject of any actual or anticipated third party infringement claim, Convex may, at its sole option and expense, either: (i) procure for Customer the right to continue using the affected portions of the Platform or Software consistent with this Agreement, (ii) replace or modify the affected portions of the Platform or Software with a functionally equivalent service or software that does not infringe, or, (iii) if neither (i) nor (ii) is available on a commercially-feasible basis, terminate the Agreement and applicable Order Form and refund the pro rata amount of any prepaid fees for all unused portions of the then-current Subscription Term calculated as of the date of termination.

10.3 Exclusions. Convex will have no obligation or liability under this Agreement for any Claim to the extent it arises from: (i) Customer's use of the Platform in combination with any third-party products, services, hardware, data, or software (including Connected Applications) not provided by Convex; (ii) use of the Platform in a manner not authorized by this Agreement, the Documentation, Convex written instructions, or the applicable Order Form; (iii) compliance by Convex with Customer's specifications, designs, or instructions where the alleged infringement would not have occurred but for such compliance; or (iv) continued use of the Software or Platform after Convex has notified Customer to cease such use in order to avoid further infringement. This Section states Convex's sole and exclusive liability, and Customer's sole and exclusive remedy, with respect to any claims of intellectual property infringement or misappropriation arising from use of the Platform.

10.4 Indemnification By Customer. If a third party asserts or threatens a claim against Convex arising solely from Convex's processing of Customer Data uploaded to the Platform or the Software by Customer, Connected Applications, or its Users, or from Customer's or a User's breach of Sections 4, 5, or 9 of this Agreement, then Customer will: (i) assume the defense of the claim at its own expense, and (ii) indemnify and hold harmless Convex from and against any damages, costs, and reasonable attorneys' fees, to the extent attributable to Convex's provision of the Software or operation of the Platform in accordance with this Agreement. Convex's right to indemnification is conditioned on: (iii) Convex providing prompt written notice of the claim to Customer (and in any event within a reasonable period after becoming aware of it); (iv) Convex granting Customer sole control over the defense and settlement of the claim, provided that Convex may approve any settlement that requires payment by Convex or includes an admission of liability; and (v) Convex providing reasonable cooperation in the defense at Customer's expense.

11. LIMITATION OF LIABILITY AND DISCLAIMER OF DAMAGES.

11.1 DISCLAIMER OF INDIRECT DAMAGES. IN NO EVENT SHALL EITHER PARTY, ITS AFFILIATES, OR THEIR LICENSORS BE LIABLE UNDER ANY LEGAL THEORY FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOSS OF USE, BUSINESS INTERRUPTIONS, LOSS OF REVENUE, GOODWILL, PRODUCTION, OR ANTICIPATED SAVINGS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN CONNECTION WITH OR ARISING OUT OF THE PERFORMANCE OF OR FAILURE TO PERFORM THIS AGREEMENT (INCLUDING ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN OR DESTRUCTIVE PROPERTIES OF THE SOLUTION), WHETHER ALLEGED AS A BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 LIMITATION OF LIABILITY. EXCEPT FOR CUSTOMER'S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY'S (OR ITS AFFILIATES') AGGREGATE AND CUMULATIVE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, STATUTE OR OTHERWISE WILL EXCEED THE AMOUNTS PAID OR OWED TO CONVEX BY CUSTOMER IN THE AGGREGATE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR LIMIT EITHER PARTY'S LIABILITY FOR DEATH, PERSONAL INJURY, OR PROPERTY DAMAGE CAUSED BY NEGLIGENCE OR FOR FRAUD, OR THAT CANNOT BE LIMITED AS A MATTER OF LAW. NOTHING IN THIS SECTION WILL LIMIT THE FEES OWED BY CUSTOMER UNDER THIS AGREEMENT. THE PARTIES ACKNOWLEDGE THAT THE FEES PAID PURSUANT TO THIS AGREEMENT REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT, AND THAT CONVEX WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY.

12. TERM AND TERMINATION

12.1 Subscription Term. The Subscription Term begins on the Subscription Start Date and remains in effect for the Subscription Term as specified on the applicable Order Form. At the end of the Subscription Term, the Subscription will automatically renew for additional Subscription Terms equal to the expiring Subscription Term, unless either party notifies the other of its intent not to renew at least sixty (60) days before the expiration of the then-current Subscription Term. In the event Customer does not elect to auto-renew, the Subscription shall automatically convert to a month-to-month basis at Convex's the then-current month-to-month pricing and terms, and may be terminated by either party upon thirty (30) days' prior written notice. Non-renewal notice must be provided by email to clientsuccess@convex.dev or to the notice address specified in Section 14. Convex reserves the right to increase Fees for any renewal term.

12.2 Effective Date and Term. This Agreement commences on the Effective Date and shall remain in effect until terminated by either Party in accordance with the terms of the Agreement (the "Term").

12.3 Termination. If either party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of the breach, the non-breaching party may terminate this Agreement and/or any affected Order Form(s) upon written notice to the breaching party. Convex may terminate the agreement with immediate effect after providing Customer no less than five (5) days prior notice of Customer's breach of any of the following sections: 2.2, 4.1, 4.2, and 4.4 if such breach(es) remain uncured after the notice period. Either party may also terminate this Agreement immediately upon written notice if the other party: (i) ceases to do business in the ordinary course, (ii) becomes the subject of a voluntary or involuntary bankruptcy or other insolvency proceeding and such proceeding is not dismissed within sixty (60) days, (iii) is placed under the control of a receiver, trustee, or similar authority, or (iv) is liquidated or dissolved. In addition, either party may terminate this Agreement upon ten (10) days' prior written notice if there are no active Order Forms in effect.

12.4 Effect of Termination. If Customer terminates this Agreement due to Convex's uncured material breach in accordance with Section 12.3 (Termination), Convex will refund the pro rata amount of any prepaid, unused fees covering the remainder of the term of any terminated Order Forms as of the effective date of termination. If Convex terminates this Agreement due to Customer's uncured material breach in accordance with Section 12.3, Customer will remain liable for, and shall pay within thirty (30) days, all fees accrued or payable through the effective date of termination. Upon termination of this Agreement: (i) Convex's obligation to provide the Platform will cease and (ii) within thirty (30) days of termination each party will return or destroy the other party's Confidential Information and, upon request, certify such destruction in writing.

12.5 Suspension In Lieu of Termination. If any amount owing by Customer is thirty (30) or more days overdue, Convex may, without limiting its other rights and remedies, and after providing Customer at least 10 days' prior notice by email, accelerate Customer's unpaid fee obligations so that all such obligations become immediately due and payable, and suspend Convex' services to Customer until such amounts are paid in full.

13. SURVIVAL. The provisions of Sections: 8 ("Confidential Information"), 10 ("Indemnification"), 11 ("Limitation of Liability and Disclaimer of Damages"), and 14 ("Miscellaneous"), and any other terms and conditions of this Agreement which by their nature reasonably should survive the termination or other expiration of this Agreement shall survive any expiration or termination of this Agreement.

14. MISCELLANEOUS

14.1 Assignment. Either party may assign this Agreement without the consent of the other party to an Affiliate, or in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of such party's assets (a "Sale"). Assignment will not relieve the assigning party of its obligations under the assigned Agreement and such assignment will be binding upon and will inure to the benefit of the parties and their respective successors and permitted assigns. If Customer enters into a Sale with a direct competitor of Convex or assigns the Agreement to a direct competitor of Convex, Convex may, in its sole discretion terminate the Agreement.

14.2 Compliance with Applicable Laws. Each party will comply with all applicable laws, including without limitation, applicable export-control restrictions, data privacy laws, and anti-corruption laws.

14.3 Future Features and Functions. Customer agrees that Convex may, from time to time, at its sole discretion, modify and update the Platform. Customer understands and agrees that any features or functions related to Convex products referenced on any Convex website, or in any presentations, verbal or electronic communications, press releases or public statements, which are not currently available as a "Generally Available" release, may not be delivered on time or at all. The development, release, and timing of any features or functionality described for our products and services remains at Convex's sole discretion. Accordingly, Customer agrees that it is purchasing products and services based solely upon features and functions that are currently available as of the time an Order Form is executed, and not in expectation of any future feature or function. Furthermore, Customer agrees Convex may release functionality or features in the future not to be made available to the Convex customer base generally, and that access to such new features may, in Convex's sole discretion, require payment of additional Fees.

14.4 Notices. All notices under this Agreement must be in writing and may be delivered by: (i) U.S. first-class mail, registered or certified (return receipt requested); (ii) a nationally recognized overnight courier service; or (iii) email (with confirmation of receipt). Notices to Customer must be sent to the address specified on the first page of the Order Form, notices to Convex must be addressed to its Legal Department at Convex, Inc., ATTN: Legal Dept., 444 DeHaro Street, Suite 218, San Francisco, CA 94107. U.S., with an email copy to legal@convex.dev, or to such other address as a party may designate by written notice. Notices will be deemed given: (i) five (5) business days after deposit in the U.S. mail, (ii) one (1) business day after delivery by overnight courier, or (iii) when confirmed as received if sent by email.

14.5 Non-waiver. The failure of either party to enforce any provision of this Agreement or to exercise any right or remedy will not constitute a waiver of such provision, right, or remedy, and will not limit that party's ability to enforce such provision, right, or remedy at a later time or in any other instance. Nothing in this Agreement shall be construed to waive or limit either party's rights or remedies with respect to acts or omissions occurring outside the scope of this Agreement.

14.6 Dispute Resolution. This Agreement will be governed by the laws of the Delaware, U.S.A., without giving effect to any conflicts of laws provisions. Neither the United Nations Convention on Contracts for the International Sale of Goods nor the Uniform Computer Information Transactions Act will apply to this Agreement. Any claim, suit, action or proceeding arising out of or relating to this Agreement or its subject matter will be brought exclusively in the state or federal courts of New Castle County, Delaware, and each party irrevocably submits to the exclusive jurisdiction and venue of such courts. No claim or action, regardless of form, arising out of this Agreement may be brought by either party more than one (1) year after the earlier of the following: (a) the expiration or termination of all Subscriptions, (b) the termination of this Agreement, or (c) the time a party first became aware, or reasonably should have been aware, of the basis for the claim. To the fullest extent permitted, each party waives the right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

14.7 Severability. If any provision of this Agreement is held invalid or unenforceable under applicable law by a court of competent jurisdiction, it shall be replaced with the valid provision that most closely reflects the intent of the parties, and the remaining provisions of the Agreement will remain in full force and effect.

14.8 Relationship of the Parties; No Third Party Beneficiaries. Nothing in this Agreement is to be construed as creating an agency, partnership, or joint venture relationship between the parties hereto. Neither party shall have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other party, whether express or implied, or to bind the other party in any respect. Each party may identify the other as a customer or supplier, as applicable. This Agreement is intended for the sole benefit of the parties and their respective successors and permitted assigns. Nothing in this Agreement, whether express or implied, is intended to confer any rights or remedies on any person or entity other than the parties to this Agreement.

14.9 Force Majeure. Force Majeure Events shall excuse the affected party (the "Non-Performing Party") from its obligations under this Agreement so long as the event and its effects continue. Force majeure events include acts which are beyond the reasonable control of a party, including without limitation, Acts of God, natural disasters, pandemic, epidemic, war, riot, network attacks, acts of terrorism, fire, explosion, accident, sabotage, strikes, inability to obtain power, fuel, material or labor, or acts of any government (each, a "Force Majeure Event"). As soon as feasible, the Non-Performing Party shall notify the other party of: (a) its best reasonable assessment of the nature and duration of the Force Majeure Event, and (b) the steps it is taking to mitigate its effects. If the Force Majeure Event prevents performance for more than sixty (60) days, and the parties have not agreed upon a revised basis for performance, then either party may immediately terminate the Agreement upon written notice. Convex's suspension of the Platform in order to comply with laws is a Force Majeure Event. A Force Majeure Event suffered by Customer will not suspend Customer's requirement to pay Fees.

14.10 Publicity. During the term of this Agreement, Customer agrees to support Convex's marketing efforts in the following areas: (i) Customer's name and logo may be used on Convex's website and in Convex's marketing materials (subject to Convex's compliance with any written trademark use guidelines provided by Customer to Convex in advance), (ii) press release announcing Customer's selection of Convex and/or the Platform, and (iii) announcement of Customer's use of Convex (in a method of Customer's choosing; blog, press release, email, other channels). If Customer plans to submit or publish any research relative to Customer's outcome of using Convex Products and/or Platform, Customer agrees to inform Convex prior to such submission or publication.

14.11 Entire Agreement; Execution. This Agreement, together with the Appendices and applicable Order Form(s) constitute the entire agreement between parties, and supersedes all prior or contemporaneous proposals, quotes, negotiations, discussions, or agreements, whether written or oral, between the parties regarding its subject matter. Revisions to this Agreement must be made by a separate amendment, signed by each party, and must be expressly drafted for that purpose and identify the specific sections that are being revised. However, if Customer agreed to these terms by reference in another binding instrument (e.g., on an Order Form which refers to these terms by URL), Convex may change these terms by posting an updated version at the applicable URL and notifying Customer of the change. By continuing to access or use the Service after such notice Customer agrees to be bound by the updated terms. Customer click-through terms, preprinted terms in Customer purchase orders or other customer-generated ordering documents, or terms referenced or linked within them, will have no effect on this Agreement and are hereby rejected, regardless of whether they are signed by Convex and/or purport to take precedence over this Agreement. The order of precedence among all documents executed among the parties shall be: (1) the applicable Order Form, (2) this Agreement, and (3) the Convex Service Level Terms. This Agreement may be executed in counterparts, which taken together shall form one binding legal instrument. The parties may use electronic signatures in connection with the execution of this Agreement, and further agree that electronic signatures shall be legally binding with the same effect as manual signatures.