Umbrava Customer Terms and Conditions

Version 1 | Effective November 13, 2026

These Customer Terms and Conditions (this “Agreement”) are made by and between Umbrava, LLC (“Umbrava”), a limited liability company of the State of New York having its principal office at 100 Davids Drive, Hauppauge NY 11788, and the customer named in an Order Form that references this Agreement (“Customer”).

By signing an Order Form that references this Agreement, Customer agrees to this Agreement.

Background

Umbrava has developed a software which it makes available to customers as Software As a Service for the purpose of managing facility maintenance information and processes (the “Software”), which Software allows Customer to collect and store information that pertains to, but is not limited to, service companies, trades, locations, assets, insurance, warranties, work orders, invoices, quotes, proposals, pay rates, addresses, contacts, action items, notes, documents, and business processes, that performs a particular service near a location requiring this service, and allows Customer to collect performance, payable and receivable information relating to such services for accounting means.

Customer desires to access and use the Software in its business operations, and Umbrava has agreed to provide, and Customer has agreed to use and pay for Umbrava’s Software, subject to the terms and conditions of this Agreement.

In consideration of the respective promises of the parties, the parties agree as follows:

1. Definitions and Preamble.

The Background set forth above is hereby incorporated in and made a part of this Agreement to the same extent as if herein set forth in full; provided, however, that the Background will not be deemed to modify the express provisions set forth herein. The following are defined terms for this Agreement.

Authorized Users: Those employees, agents, clients, and independent contractors of Customer authorized by Customer to use the Services described in Section 2.
Confidential Information: Information that is proprietary or confidential to the other party.
Customer Data: The data inputted by Customer, Authorized Users, or Umbrava on Customer's behalf for the purpose of using the Services or facilitating Customer’s use of the Services.
Effective Date: The date the applicable Order Form is fully executed by Customer and Umbrava.
Launch Date: The date on which Umbrava activates Customer’s production environment and makes the Services available for Customer’s use, as confirmed by written notice from Umbrava, or the deemed Launch Date established under Section 9(b), regardless of whether Customer has begun using the Services. The “Target Launch Date” is the target go-live date stated in the Order Form.
Initial Subscription Term: The initial term of this Agreement as set out in the Order Form.
Order Form: A proposal, order form or similar document signed by Customer and Umbrava that references this Agreement and sets out the Services, fees and term.
Renewal Term: See Section 15(a).
Services: The services provided by Umbrava to Customer under this Agreement via Umbrava’s hosting facility.
Software: See Background.
Subscription Fees: The subscription fees payable by Customer to Umbrava for the Subscriptions, as set out in the Order Form.
Subscription Term: See Section 15(a).
Usage Subscription: The subscription purchased by Customer under the Order Form which entitles Authorized Users to access and use the Services in accordance with this Agreement.
Virus: Any software or device that can impair the operation of computer systems, networks, or data. This includes worms, Trojan horses, and other similar threats.

2. Usage Subscription: Customer Undertakings.

Subject to the restrictions set out in this Section 2 and the other terms and conditions of this Agreement, Umbrava hereby grants to Customer a non-exclusive, non-transferable, non-sublicensable limited license to permit the Customer’s Authorized Users to access and use the Services during the Subscription Term for Customer's internal business operations, including the management and delivery of services to Customer's own clients in the ordinary course of its business, but not for resale or sublicensing of the Software.
Customer shall designate and maintain a primary representative (“Administrator”) who will serve as the single point of contact between Customer and Umbrava regarding the Services. The Administrator shall have authority to act on behalf of Customer in connection with the Services, including without limitation: (a) submitting and approving requests; (b) receiving notices and communications; and (c) managing Customer’s user accounts and access permissions. Customer may change its designated Administrator by providing written notice to Umbrava. Umbrava shall be entitled to rely upon instructions and communications from the Administrator as binding upon Customer unless and until Umbrava receives written notice of a change in designation.
Each Authorized User shall keep a secure password for Authorized User’s use of the Services, and such password shall be kept confidential and not shared with anyone.
If an audit reveals, or if Customer has knowledge, that any password has been provided to any individual who is not an Authorized User, then without prejudice to Umbrava's other rights, all of which are reserved, Customer shall promptly disable such passwords and make Umbrava aware of such a breach of security.
If an audit reveals that Customer has underpaid Subscription Fees to Umbrava, Customer shall pay to Umbrava an amount equal to such underpayment as calculated in accordance with the prices set out in the Order Form within ten (10) days of the date of the relevant audit.
Customer shall not intentionally access, store, distribute, or transmit any Viruses or unlawful material during the use of the Services. If Umbrava notifies Customer of such a breach, Customer has three (3) days to remedy it. Failure to do so allows Umbrava to disable access to the offending material without liability.
Except as may be allowed by any applicable law which is incapable of exclusion by Agreement between the parties and except to the extent expressly permitted under this Agreement, Customer shall not: (i) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; (ii) access all or any part of the Services in order to build a product or service which competes with the Services; (iii) use the Services to provide services to third parties except to the extent that Customer uses Customer Data in the Services to help carry out its obligations to its customers; (iv) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorized Users; and (v) attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this Section 2.
Customer shall use all reasonable endeavors to prevent any unauthorized access to, or use of, the Services and, in the event of any such unauthorized access or use, promptly notify Umbrava.
The rights provided under this Section 2 are granted to Customer only and shall not be considered granted to any subsidiary or holding company of Customer.

3. Subscription.

Customer’s subscription is set out in the Order Form.

4. Umbrava Services.

Umbrava shall, during the Subscription Term, provide the Services to the Customer on and subject to the terms of this Agreement.
Umbrava shall use commercially reasonable endeavors to maintain Services availability at a rate of 99.5% uptime, except for: (i) planned maintenance carried out during Umbrava’s standard maintenance window, as published on Umbrava’s status page or communicated to Customer; (ii) emergency maintenance required to address security vulnerabilities, critical defects, or system stability issues, for which Umbrava shall use reasonable endeavors to provide reasonable advance notice; and (iii) service interruptions caused by circumstances beyond Umbrava’s reasonable control. Failure to maintain the service availability rate will not entitle Customer to withhold, delay, or reduce payment of undisputed fees. Customer’s sole and exclusive remedy for any service availability failure is the corrective action described in Section 8.
Umbrava will, as part of the Services and at no additional cost to Customer, provide Customer with Umbrava’s standard customer support services via e-mail and/or telephone during normal business hours.
Umbrava may perform Custom Software Development for Customer only pursuant to a mutually approved written statement of work or Order Form specifying the applicable scope, fees, and schedule. Custom Software Development will be billed as labor and materials and at the rates stated in the Order Form or, if none are stated, Umbrava’s then-current rates, separate from the Subscription Fees.
The Launch Date does not depend on the completion of any integration, Custom Software Development, report or new feature, whether or not included in the Order Form, and neither party may delay the Launch Date, the Subscription Term or the payment of any fees because any such item is not yet complete. Any such item included in the Order Form that is not complete on the Launch Date will be delivered on the schedule agreed by the parties.
The pricing stated in the Order Form for any integration, Custom Software Development, report or new feature applies only to work that Customer authorizes Umbrava to begin within ninety (90) days after the Launch Date. After that period, additional fees at Umbrava’s then-current rates may apply. This period will be extended by the length of any delay caused by Umbrava.

5. Managed Services.

This Section 5 applies only if Customer has selected one or more managed services in an Order Form. If the Order Form includes no managed services, this Section 5 does not apply.

Scope and authority. Where an Order Form includes managed services (“Managed Services”), Umbrava shall perform only the services identified in that Order Form, through its personnel or authorized service providers, as Customer’s limited administrative and operations representative within the written instructions, approval limits and not-to-exceed amounts established by Customer. Customer authorizes Umbrava to communicate with, dispatch, coordinate and administer Customer vendors within that scope; actions properly taken within that authority are on Customer’s behalf and for Customer’s account. Services outside the Order Form require separate written agreement.
Customer vendors and recommendations. Unless expressly agreed otherwise in a separate written contract, Customer selects and contracts directly with its vendors, is the party responsible for vendor charges, and retains responsibility for its facilities, vendor selection, and vendor work, pricing, safety and performance. Umbrava does not perform repair or construction work by virtue of providing Managed Services and is not a party to Customer-vendor contracts solely because it coordinates work or administers invoices. Recommendations are advisory. Umbrava may identify, evaluate, and recommend third-party service providers, including providers affiliated with Umbrava. All recommendations are advisory only, and Customer retains sole discretion regarding vendor selection. Unless otherwise expressly agreed in writing, Customer shall contract directly with any selected provider, and Umbrava shall not be responsible for such provider’s acts, omissions, performance, or contractual obligations solely by reason of its recommendation or consultation.
Approvals and commitments. Umbrava may approve, dispatch or commit Customer to work only within the written approval limits, not-to-exceed amounts and operating rules specified in the Order Form or otherwise authorized by Customer in writing. Work exceeding those limits requires additional Customer approval. Customer is bound by authorized actions taken by Umbrava within those limits and remains responsible for the resulting vendor charges. Umbrava has no general authority to contract in its own name for Customer or guarantee payment to a vendor.
Spend Management and invoice review. Where purchased, Umbrava may track expenditures, reconcile work orders and review vendor invoices against available work order information and agreed rates. Such review is administrative and does not guarantee invoice accuracy, completion, quality or compliance of vendor work. Customer retains final approval of expenditures and payment instructions. Except where Consolidated Billing is expressly included, Customer pays vendors directly and Umbrava does not remit vendor payments.
Consolidated Billing and vendor payments. Only where the Order Form includes Consolidated Billing (including Work Order 360), Umbrava shall administer payment of Customer-approved vendor invoices solely after receipt of the corresponding cleared funds from Customer and only up to the amount actually received and allocated to those invoices. Umbrava is not required to advance its own funds, extend credit or finance vendor obligations. Customer remains responsible for all properly authorized vendor charges, whether or not it has funded Umbrava. Umbrava may suspend payment administration for unpaid amounts after notice as provided in the Agreement. Once corresponding cleared funds are received, Umbrava shall remit them in accordance with the applicable Order Form, subject to verification, applicable law and bona fide disputes. The parties shall document the handling, reconciliation and custody of funds in written operating procedures; no representation of trust, escrow or segregated-account treatment is made unless separately agreed in writing. This Agreement does not alter any direct obligation Umbrava expressly undertakes to a vendor in a separate agreement.
Fees and term. Managed Services fees shall be calculated and invoiced at the rates, units, tiers, billing frequency and payment terms specified in the Order Form. Unless otherwise stated there, fees are invoiced monthly in arrears. Any annual-maintenance-spend tiers or adjustments shall be applied only as expressly stated in the Order Form. Managed Services shall remain in effect for the applicable Order Form term and may not be terminated separately for convenience unless the Order Form expressly grants that right. Suspension or termination does not release Customer from accrued vendor charges or payment obligations.
Vendor Compliance Management; other services; liability. Where purchased, Umbrava may collect, track and report vendor insurance, licenses and compliance documents, but does not warrant their authenticity, adequacy, continuing validity or legal sufficiency. Customer sets compliance criteria and retains decisions concerning approval, restriction and delisting. Any Asset and Warranty Management, Platform Management, Program and Project Management, Strategic Sourcing, or other Managed Services are limited to the scope and decision authority stated in the Order Form; Umbrava does not assume Customer’s underlying operational, safety or regulatory obligations. Umbrava is not responsible solely by reason of coordination, recommendations, tracking or administration for vendors’ acts, omissions, workmanship, delays, safety practices or property damage, or for Customer decisions. Sections 13 and 14 apply to all Managed Services, subject to applicable law and liability for Umbrava’s own actionable conduct.

6. Customer Data.

Customer shall own all rights, title and interest in and to all of Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of Customer Data.
Umbrava shall not remove any of Customer’s work order history during the Subscription Term. Access to the Software and the Services by Authorized Users will be suspended immediately upon the termination or expiration of the Subscription Term. Upon Customer's written request made within thirty (30) days following the effective date of termination or expiration of this Agreement, Umbrava shall export and deliver to Customer, in CSV format, structured Customer Data stored within the Services as of the termination date, and shall make related documents and metadata available for download through a secure site. Such export and download access shall be provided within fifteen (15) business days following Customer's timely written request. Except as otherwise required by applicable law or as necessary to complete an export that Customer timely requested, Umbrava shall have no obligation to maintain or provide access to Customer Data after such 30-day period. Ninety (90) days after the effective date of termination or expiration, Umbrava may permanently delete, remove, or destroy all Customer Data in its possession or control, and Umbrava shall have no liability to Customer or any third party arising from or relating to such deletion.
In the event of any loss or damage to Customer Data, Customer's sole and exclusive remedy shall be for Umbrava to use reasonable commercial endeavors to restore the lost or damaged Customer Data from the latest back-up of such Customer Data.
Umbrava shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by Umbrava to perform services related to Customer Data maintenance and back-up).
Umbrava shall, in providing the Services, comply with its Privacy Policy (available at umbrava.com/privacy-policy) relating to protection of Customer Data.
If Umbrava processes any personally identifiable information on Customer’s behalf when performing its obligations under this Agreement, the parties record their intention that Customer shall be the data controller and Umbrava shall be a data processor and in any such case:
1. Customer acknowledges and agrees that the personal data may be transferred or stored outside the country where the Customer and the Authorized Users are located in order to carry out the Services and Umbrava’s other obligations under this Agreement.
2. Customer shall ensure that they are entitled to transfer personal data to Umbrava for lawful use, processing, and transfer under this Agreement. If the data comes from outside the United States, Customer confirms it was obtained lawfully. If Customer is located outside the United States and intends to provide its own personal information to Umbrava, Customer consents to the data transfer to the United States and may revoke this consent at any time by notifying Umbrava.
3. Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation.
4. Umbrava shall process the personal data only in accordance with the terms of this Agreement and any lawful instructions reasonably given by Customer from time to time.
5. Each party shall take appropriate technical and organizational measures against unauthorized or unlawful processing of the personal data or its accidental loss, destruction or damage.
6. Umbrava shall notify Customer without undue delay upon Umbrava becoming aware of a reportable data incident as defined by applicable law affecting Customer personal data and provide Customer with sufficient information to allow Customer to meet any obligations to report.
7. Where appropriate, the parties shall execute a Data Processing Agreement.

7. Third Party Providers.

Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party software and that it does so solely at its own risk. Umbrava makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party software, or any transactions completed, and any contract entered into by Customer, with any such third party.

8. Umbrava’s Obligations.

Umbrava undertakes that the Services will be performed substantially with reasonable skill and care. If the Services do not conform with this undertaking, Umbrava will, at its expense, promptly correct the nonconformance or provide an alternative solution. This correction or substitution is Customer’s sole remedy for such breach.
Section 8(a) shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Umbrava's instructions, or modification or alteration of the Services by any party other than Umbrava or Umbrava's duly authorized contractors or agents.
Umbrava is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

9. Customer’s Obligation.

Customer shall:

Provide Umbrava with all necessary cooperation in relation to this Agreement, and all necessary access to such information as may be required by Umbrava in order to render the Services, including but not limited to Customer Data, security access information and configuration services;
Customer shall timely provide all personnel, information, data, decisions, approvals, access, and cooperation reasonably required for onboarding and implementation. A “Customer Delay” occurs when Customer fails to satisfy an assigned responsibility or deadline and such failure delays Umbrava’s performance.

Umbrava will notify Customer of a Customer Delay and provide at least five (5) business days to cure it. If the Customer Delay is not cured within that period: (a) the implementation schedule will be extended as reasonably necessary; (b) Umbrava may reallocate its personnel and reschedule the affected work; and (c) if Umbrava is otherwise substantially ready to activate the Services, the Target Launch Date (or, if later, the date Umbrava is substantially ready to activate) will be deemed the Launch Date, as confirmed by written notice to Customer, and the Subscription Term and Subscription Fees will commence on that date notwithstanding Customer’s failure to complete its responsibilities.
Comply with all applicable laws and regulations with respect to its activities under this Agreement;
Carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in Customer’s provision of such assistance as agreed by the parties, Umbrava may adjust any agreed timetable or delivery schedule as reasonably necessary;
Ensure that the Authorized Users use the Services in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorized User’s breach of this Agreement;
Obtain and shall maintain all necessary licenses, consents and permissions necessary to allow Customer Data to be provided to Umbrava so that Umbrava, its contractors and agents can perform their obligations under this Agreement, including without limitation the Services; provided, however, that Umbrava shall be solely responsible for obtaining, at its own expense, any and all licenses, consents and permissions associated with the Software;
Ensure that its network and systems comply with the relevant specifications provided by Umbrava from time to time; and
Be solely responsible for procuring and maintaining its network and telecommunication links from its systems to the internet. Umbrava shall be solely responsible for procuring and maintaining the network and telecommunications links from its systems to the internet.

10. Charges and Payment.

Customer shall pay the Subscription Fees, all onboarding and implementation fees identified in the Order Form (collectively, “Implementation Fees”), and any other agreed-upon fees or costs in accordance with this Section 10 and the Order Form. Customer shall pay all amounts due under this Agreement without setoff, counterclaim, recoupment, or withholding, except as required by law.
Implementation Fees shall be invoiced upon execution of the Order Form and must be paid in full before Umbrava begins onboarding or implementation services, unless otherwise expressly provided in the Order Form. Subscription Fees shall be invoiced in advance in accordance with the billing frequency and payment terms specified in the Order Form, and shall be payable when due. Umbrava has no obligation to begin implementation, activate the Services, or provide continued access until all applicable fees have been paid. Except as expressly provided in this Agreement, all fees are non-cancelable and non-refundable.
A Customer Delay will not relieve Customer of its payment obligations or entitle Customer to any refund, credit, or extension of the Subscription Term. If a Customer Delay prevents activation, the deemed Launch Date and commencement of Subscription Fees shall be determined solely under Section 9(b).
Without limiting Section 10(b), Umbrava may postpone or suspend implementation, activation, access to the Services, or any other performance for so long as any undisputed amount remains unpaid after its due date. Umbrava will not be responsible for any delay in the Launch Date or implementation schedule resulting from Customer’s failure to make timely payment. Interest will accrue on overdue amounts at the rate of one and one-half percent (1.5%) per month or the maximum lawful rate, whichever is lower.
All amounts and fees stated or referred to in this Agreement shall be payable in US Dollars;
Fees exclude sales, use and similar taxes, which Customer shall pay, other than taxes on Umbrava’s income.
If the Order Form includes a number of locations, users or work orders: (i) locations or users added during a Subscription Term are billed at the Order Form rates, prorated from the date added, and are included in each Renewal Term; and (ii) work orders above the included volume are billed at the Order Form overage rate, invoiced monthly in arrears. Unless otherwise stated in the Order Form, included work order volume resets on each annual anniversary of the Launch Date, and unused volume expires at the end of each such annual measurement period, is non-refundable, and does not carry forward. Any right to adjust future committed volume must be expressly set forth in the Order Form.

11. Proprietary Rights.

Customer acknowledges and agrees that Umbrava owns all intellectual property rights in the Services. Except as stated herein, this Agreement does not grant Customer any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses regarding the Services.
Umbrava confirms that it has all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.
All source code, software, and underlying technology used to provide the Services are and shall remain the exclusive property of Umbrava. Nothing in this Agreement grants Customer any right, title, or interest in such source code or underlying technology.

12. Confidentiality.

Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party's Confidential Information shall not be deemed to include information that: is or becomes publicly known other than through any act or omission of the receiving party; was in the other party's lawful possession before the disclosure; is lawfully disclosed to the receiving party by a third party without restriction on disclosure; is independently developed by the receiving party, which independent development can be shown by written evidence; or is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other's Confidential Information except as reasonably necessary to perform or exercise its rights under this Agreement.
Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party except to the extent that such third party is an employee, agent or subcontractor to the party receiving the other party’s confidential information, or unless a party provided the other party’s Confidential Information to such third party.
Details regarding the Services, and the results of any performance tests of the Services, constitute Umbrava's Confidential Information. Customer Data is the Confidential Information of Customer.
This Section 12 shall survive termination of this Agreement, however arising.

13. Indemnity.

Customer Indemnity. Customer shall defend, indemnify, and hold harmless Umbrava, its affiliates, and their respective officers, directors, employees, and agents (collectively, the “Umbrava Indemnitees”) from and against any and all third‑party claims, demands, actions, suits, proceedings, investigations, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to Customer’s or any Authorized User’s access to or use of the Services, documentation, or any deliverables, including without limitation: (i) Customer Data (including any allegation that Customer Data or its use as permitted hereunder infringes, misappropriates, or violates any third‑party right or applicable law); (ii) Customer‑provided content, materials, instructions, or specifications; (iii) use in breach of this Agreement, the documentation, or applicable law; (iv) any combination, operation, or use of the Services with equipment, software, data, or processes not supplied by Umbrava where the claim would not have arisen but for such combination; and (v) acts or omissions of Customer, its affiliates, Authorized Users, employees, contractors, or agents. The foregoing indemnity applies regardless of the theory alleged (including intellectual property, privacy, data protection, defamation, product liability, or consumer protection). Customer shall have no obligation to the extent a claim results from Umbrava’s willful misconduct or gross negligence. Without limiting the foregoing, Customer shall defend, indemnify and hold harmless the Umbrava Indemnitees from third-party claims arising out of or relating to (i) Managed Services properly performed within Customer’s authorization; (ii) authorized work orders, vendor engagements, expenditures or instructions; (iii) acts, omissions, negligence or nonperformance of Customer-selected vendors or contractors; (iv) Customer’s failure to fund or pay vendor obligations when due; and (v) Customer’s vendor approval, compliance, suspension or delisting decisions. This indemnity shall not apply to the extent the claim results from Umbrava’s gross negligence or willful misconduct, or to any greater extent prohibited by applicable law. The parties shall review allocation of responsibility for concurrent negligence under applicable law.
Umbrava Indemnity. Subject to Sections 13(d) and 14, Umbrava shall defend, indemnify and hold harmless Customer from and against any third‑party claim alleging that the Services, as provided by Umbrava and used by Customer in accordance with this Agreement, directly infringe a third party’s United States patent, copyright, or trademark (an “IP Claim”), and shall pay those damages and costs finally awarded against Customer by a court of competent jurisdiction or agreed to in a settlement approved by Umbrava in writing. The foregoing obligation shall not apply to any IP Claim to the extent arising out of or relating to: (i) modifications to the Services not made by Umbrava; (ii) use of the Services other than in accordance with this Agreement; (iii) combination, operation, or use of the Services with or in conjunction with equipment, software, data, or processes not supplied by Umbrava, where the IP Claim would not have arisen but for such combination; (iv) Customer Data or any content, data, instructions, or specifications provided by or on behalf of Customer; or (v) use of the Services after Umbrava has notified Customer to cease such use in order to avoid further infringement. This Section 13(b) states Customer’s sole and exclusive remedy and Umbrava’s entire liability for any IP Claim.
Infringement Mitigation. If the Services are, or in Umbrava’s opinion are likely to be, the subject of an IP Claim, Umbrava may, at its option and expense: (i) procure for Customer the right to continue using the Services; (ii) replace or modify the Services so that they are non‑infringing and materially equivalent; or (iii) if (i) and (ii) are not commercially reasonable, terminate the affected Services upon thirty (30) days’ prior written notice and, as Customer’s sole remedy, provide Customer with access to export Customer Data as set forth in Section 6 and a pro‑rata refund of any prepaid, unused Subscription Fees for the terminated portion of the Subscription Term. Umbrava may temporarily suspend the affected functionality while implementing any of the foregoing.
Indemnification Procedures. The party seeking indemnification (the “Indemnified Party”) shall: (a) promptly provide the other party (the “Indemnifying Party”) with written notice of the claim (provided that any delay in notice shall only relieve the Indemnifying Party of its obligations to the extent it is materially prejudiced thereby); (b) grant the Indemnifying Party sole control of the defense and settlement of the claim; and (c) provide reasonable assistance at the Indemnifying Party’s expense. The Indemnifying Party shall not enter into any settlement that imposes any admission of liability, obligation (other than payment of money fully indemnified hereunder), or injunctive relief on the Indemnified Party without the Indemnified Party’s prior written consent (not to be unreasonably withheld, conditioned, or delayed). The Indemnified Party may participate in the defense with counsel of its choice at its own expense.
Exclusions; Scope. The indemnities in this Section 13 are limited to third‑party claims and do not apply to administrative fines or penalties unless required by law. For the avoidance of doubt, Umbrava has no indemnity obligations with respect to Customer’s vendors, contractors, or third‑party services, or for Customer’s failure to comply with this Agreement or applicable law.
Relationship to Liability Limits. All indemnification obligations and any damages, costs, or expenses payable by an Indemnifying Party under this Section 13 are subject to and shall count toward the exclusions and limitations set forth in Section 14.

14. Limitation of Liability.

Subject to the provisions of Section 13, this Section 14 sets out entire financial liability of Umbrava (including any liability for the acts or omissions of its employees, agents and subcontractors) to Customer in respect of: (i) any breach of this Agreement; (ii) any use made by Customer of the Services or any part of them.
Except as specifically provided in this Agreement: (i) Customer is solely responsible for results from using the Services, and the conclusions drawn. Umbrava is not liable for damage caused by errors or omissions in any information or instructions provided by Customer, or actions taken at Customer's direction; and (ii) all implied warranties and terms are excluded to the fullest extent permitted by law.
Subject to Sections 14(a) and (b): (i) Umbrava is not liable for any loss of profits, business, goodwill, data, information, or any special, indirect, or consequential loss, costs, damages, charges, or expenses, however arising under this Agreement; and (ii) Umbrava's aggregate liability in contract, tort, misrepresentation, restitution, or otherwise, is limited to the total Subscription Fees paid in the 12 months before the claim arose.
For purposes of this Section 14, references to the Services include Managed Services under Section 5, and the liability limitations apply to claims arising from such Managed Services to the fullest extent permitted by law. The parties shall specify in the Order Form whether separately billed Managed Services fees are included in the fee base used to calculate the aggregate liability cap; absent such specification, the existing reference to Subscription Fees remains unchanged. Nothing in this Section limits liability that cannot lawfully be limited.

15. Term, Renewals and Termination.

This Agreement is effective as of the Effective Date and continues through the Initial Subscription Term, which begins on the Launch Date and runs for the period set out in the Order Form. It automatically renews for successive one-year (1) periods (each a “Renewal Term”) at the then-current pricing, provided Umbrava gives Customer at least sixty (60) days’ prior written notice of any renewal price increase, unless: (i) either party provides sixty (60) days' written notice before the end of the current term, or (ii) it is otherwise terminated per the Agreement's terms. The Initial Subscription Term and any renewals are the “Subscription Term.”
Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this Agreement without liability if: (i) the other party materially breaches the Agreement and fails to remedy it within thirty (30) days of written notice; (ii) an order is made or a resolution is passed for the winding up of the other party; (iii) a receiver is appointed for any of the other party’s assets; (iv) the other party makes any arrangement or composition with its creditors; or (v) the other party takes or suffers any similar or analogous action due to debt.
On termination of this Agreement: (i) all licenses end immediately; (ii) each party shall return and make no further use of any equipment, property, and items belonging to the other; (iii) Customer Data shall be handled in accordance with Section 6(b); and (iv) accrued rights and any provisions meant to survive termination remain unaffected. The Customer shall pay Umbrava within thirty (30) days after the date of termination any Implementation Fees and other amounts accrued but unpaid as of the termination date.
Customer shall have no right to terminate an Order Form for convenience during its then-current Subscription Term unless expressly permitted in that Order Form. If Umbrava terminates due to Customer’s uncured material breach, Customer remains liable for accrued and unpaid amounts and any minimum subscription commitment or early termination charge expressly specified in the Order Form, subject to applicable law.

16. Force Majeure.

Umbrava shall have no liability to the Customer under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Umbrava or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration. For the avoidance of doubt, a force majeure event shall not excuse Customer’s obligation to pay fees accrued or otherwise due under this Agreement, nor shall such event, by itself, entitle Customer to terminate this Agreement or receive any refund or credit, except to the extent prohibited by applicable law.

17. Waiver.

No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

18. Severance.

If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

19. Entire Agreement.

This Agreement, each Order Form, and any documents referred to in them, constitute the whole Agreement between the parties and supersede any previous arrangement, understanding or Agreement between them relating to the subject matter they cover. Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement. If an Order Form conflicts with this Agreement, the Order Form controls for that Order Form.

20. Amendments.

Except as provided in this Section 20, amendments to this Agreement must be in writing and signed by authorized representatives of both parties. Umbrava may update these Terms and Conditions by publishing a revised version at its designated terms URL. Administrative, corrective, or non-material changes may take effect upon publication. Umbrava will provide at least thirty (30) days’ prior written notice of material changes. Material changes that substantially diminish Customer’s rights or materially increase its obligations will apply only upon Customer’s affirmative acceptance or, where legally permissible and after appropriate notice and assent, at the next renewal. No online update will modify the pricing, payment terms, Subscription Term, or expressly negotiated provisions of an executed Order Form without the parties’ written agreement. Umbrava will maintain an archive of prior versions and their effective dates.

21. Assignment.

Customer shall not assign, transfer, delegate, or subcontract any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Umbrava. Any purported assignment or delegation in violation of this Section 21 shall be null and void. No assignment or delegation shall relieve the Customer of any of its obligations under this Agreement. Umbrava may assign any of its rights or delegate any of its obligations to any affiliate or to any person acquiring all or substantially all of Umbrava’s assets without Customer’s consent.

22. No Partnership or Agency.

Nothing in this Agreement creates a partnership, joint venture, employment relationship or general agency between the parties. Notwithstanding the foregoing, solely where Customer purchases Managed Services requiring action on its behalf, Customer authorizes Umbrava to act as its limited representative within the scope expressly authorized under Section 5, the applicable Order Form and Customer’s written instructions. Except within that limited scope, neither party may bind the other, enter contracts on its behalf, incur obligations or make representations for the other.

23. Notices.

Any notice required or permitted by this Agreement shall be in writing and deemed delivered upon receipt or rejection. Notices shall be given by hand, electronic mail with confirmation, courier with receipt requested, registered mail, or overnight delivery service providing delivery proof, to the addresses in the Order Form or as specified by notice.

24. Governing law and jurisdiction.

This Agreement shall be governed by and construed in accordance with the laws (without reference to choice or conflict of laws) of the State of New York. In respect of any dispute between the parties regarding the subject matter hereof, the parties hereby irrevocably consent and submit to in personam jurisdiction in the courts of New York, Counties of Nassau and Suffolk, including the United States courts located in and for the Eastern District of New York, and to all proceedings in such courts. The parties hereby agree that such courts shall be the venue and exclusive and proper forum in which to adjudicate any case or controversy arising either, directly or indirectly, under or in connection with this Agreement and that they will not contest or challenge the jurisdiction or venue of these courts.

25. Non-Binding Mediation before Litigation.

Except in any Party’s right to enforcement of a right to an injunction with respect to violations of another Party’s obligations of confidentiality all claims or disputes arising out of or in any way relating to this Agreement or any of the Parties’ respective rights and obligations arising out of this Agreement, the Parties agree that before proceeding to litigation they will first submit the claim or dispute to non-binding mediation by a single mediator in Nassau County or Suffolk County, New York, under the auspices of Judicial Arbitration and Mediation Services (a/k/a JAMS), or if the parties agree, another mediation services. The fees of the mediation service and the mediator shall be borne equally by the Parties.

Each Order Form may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery by a party of its executed signature page of an Order Form, by telecopy, electronic transmission (e.g., a “pdf” or “tif” file transmitted by e-mail) or other electronic means, shall be effective execution and delivery of this Agreement by such party, the same as if an original manually executed counterpart were delivered by such party.