Master Subscription Agreement (MSA)

This Master Subscription Agreement ("Agreement" or "MSA") is entered into by and between Paragility, LLC, a Delaware limited liability company with its principal place of business at 180 N LaSalle St, Suite 3400, Chicago, IL 60601 ("Paragility"), and the individual or entity that executes an order form that expressly references this MSA (an "Order Form"), and who, in each case, agrees to be bound by the terms of this MSA ("Customer"). Each of Paragility and Customer may be referred to herein individually as a "Party" and collectively as the "Parties." This Agreement consists of the terms and conditions set forth herein and incorporates by reference any ancillary documents (e.g., attachments, addenda, exhibits) expressly referenced herein.

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The "Effective Date" of this Agreement shall be the date specified in the first applicable Order Form executed by the Parties, or if no such date is specified, the date Customer first accesses the Services.

For purposes of this Agreement, capitalized terms shall have the meanings set forth below. Additional definitions may be included in the applicable Order Forms, exhibits, or other incorporated documents.

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"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where "control" means ownership of more than 50% of the voting interests of the entity.

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“Aggregated Data” means data that is derived from or related to Customer Data or Customer’s use of the Services, that has been de-identified such that it cannot reasonably be used to identify Customer, any Authorized User, or any individual. Aggregated Data may include insights, benchmarks, or trends regarding performance, usage, organizational design, or outcomes and may be used by Paragility for analytics, benchmarking, service improvement, product development, and marketing purposes.

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"Agreement" means this Master Subscription Agreement, including all Order Forms, exhibits, addenda, policies, and documents incorporated by reference.

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"AI Features" means any functionality within the Services that uses artificial intelligence or machine learning models to generate, analyze, summarize, or enhance content or workflows, including functionality powered by third-party AI providers.

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"Authorized Users" means employees, contractors, and agents of Customer who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement, and who have been supplied with individual user identifications and passwords by Customer or by Paragility. Any person who is enabled to access the Services via single sign-on (SSO) is also deemed an Authorized User of the platform.

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"Confidential Information" has the meaning set forth in Section 8 of this Agreement.

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"Covered Workforce” means the group of employees and contractors, as recorded in the HRIS, that are in the scope of service on the platform. This typically includes the Customer’s entire workforce, unless the Customer specifies exclusions—such as omitting the reporting lines of certain managers.

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“Customer Data” means any data, content, information, or materials submitted to, uploaded into, transmitted through, or otherwise made available to the Services by or on behalf of Customer or its Authorized Users, including all personal, organizational, or configuration data, but excluding Output and Aggregated Data (as defined herein).

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“Documentation” means any written or electronic descriptions, specifications, user guides, help content, product materials, or other information regarding the functionality, features, or use of the Services that are provided or made available by Paragility to Customer, whether through the Services, Paragility’s website, onboarding materials, or other communications, as may be updated from time to time.

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"Effective Date" means the date specified in the first applicable Order Form executed by the Parties, or if no such date is specified, the date Customer first accesses the Services.

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"Fees" means the fees payable by Customer for access to and use of the Services, as specified in the applicable Order Form(s).

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"HRIS" means a Human Resources Information System used by Customer to manage employee records, organizational structure, and related human resources data that may be integrated with the Services.

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"Identity Provider" means a system, service, or platform maintained by Customer that enables authentication via single sign-on (SSO) for Authorized Users and facilitates access to the Services.

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"MSA" has the same meaning as "Agreement."

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"Order Form" means a written order document or online order issued by Paragility and executed by Customer that references this Agreement and specifies the Services, applicable Fees, Subscription Term, and any other relevant terms.

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"Output" means any content or results generated by the AI Features in response to Customer Data.

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“Security Incident” means any unauthorized access to or disclosure of Customer Data.

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"Services" means the hosted software-as-a-service platform and related services provided by Paragility, including any AI Features, support services, and updates provided under this Agreement.

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"Subscription Term" means the initial term and any renewal terms for which Customer has subscribed to the Services, as set forth in the applicable Order Forms.

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"Third-Party Services" means any software, products, tools, or services provided by a third party that interoperate with the Services, and which are not owned or operated by Paragility.

Subject to the terms and conditions of this Agreement and Customer’s timely payment of all applicable Fees, Paragility grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Subscription Term solely for Customer’s internal business operations in accordance with the terms of this Agreement and the applicable Order Form. This access is limited to the scope and intended use of the Services as described in the Documentation.

Paragility will use commercially reasonable efforts to maintain availability in accordance with its then‑current Service Level Agreement (“SLA”). The SLA, which includes details regarding Service availability, maintenance windows, and support response times, is available at https://paragility.com/sla and is incorporated into this Agreement by reference. Paragility will provide advance notice of any scheduled maintenance that is expected to materially impact Service availability during normal business hours in North America.

Paragility reserves the right to enhance, modify, or discontinue aspects of the Services from time to time, provided that such modifications do not materially reduce the overall functionality of the Services as made available to Customer at the time of execution of the applicable Order Form. If Customer reasonably believes that a change has materially degraded the Services, Customer shall notify Paragility in writing, and the Parties will work in good faith to resolve the issue.

Access to the Services is typically provided through single sign-on (SSO) integration managed by the Customer. Customer shall remain responsible for configuring, securing, and maintaining its identity provider systems and controls. In cases where Paragility provides login credentials directly (e.g., for administrative purposes), Customer shall ensure that all such access credentials are kept confidential and are used solely by the designated Authorized Users. Customer agrees to notify Paragility promptly upon becoming aware of any unauthorized access or suspected security breach.

Customer’s use of the Services is subject to any usage limits or feature restrictions set forth in the applicable Order Form or Documentation. Customer shall not attempt to circumvent such limitations or interfere with the normal operation of the Services.

Customer’s use of the Services is subject to Paragility’s Acceptable Use Policy (“AUP”), available at https://paragility.com/acceptable-use-policy, which is incorporated into this Agreement by reference. Paragility may modify the AUP from time to time to reflect changes in applicable law, regulation, or operational requirements, and such modifications shall be effective upon posting or as otherwise stated in the notice. Paragility will provide Customer with notice of any material changes to the AUP. Customer’s continued use of the Services after the effective date of an updated AUP constitutes acceptance of the updated AUP.

Customer is responsible for use of the Services by its Authorized Users, subject to reasonable control. Customer shall make commercially reasonable efforts to ensure its Authorized Users comply with the terms of this Agreement and that their use is consistent with internal policies and the Documentation. Paragility will not hold Customer liable for inadvertent misuse by Authorized Users acting outside the scope of their employment if Customer takes appropriate corrective action.

Customer shall be solely responsible for acquiring, maintaining, and securing any hardware, software, network connectivity, internet service, or third-party integrations necessary to access and use the Services, including any Identity Providers used for single sign-on (SSO) and the HRIS platform used for managing employee data.

Customer agrees to provide reasonable cooperation and timely access to personnel, systems, and information as Paragility may require in order to provide the Services, support integrations, or respond to support requests. This includes timely completion of any configuration activities on the Customer's Identity Provider or internal systems necessary for single sign-on (SSO) authentication, and full cooperation in the implementation of integrations with Customer’s Human Resources Information System (HRIS). Customer shall complete any technical steps or approvals required by its HRIS provider to allow integration with the Paragility platform and any Paragility integration partners. If Customer changes its HRIS provider during the Subscription Term, Customer acknowledges that Paragility may not be able to ensure an uninterrupted transition of the Services. Any configuration, mapping, testing, or technical support required from Paragility to reestablish integrations or data flows with the new HRIS platform shall be subject to Paragility’s availability and may require a separate Order Form and additional fees.

Customer represents and warrants that its use of the Services, and all Customer Data, will comply with all applicable laws and regulations, including export control laws and data protection legislation. Customer is solely responsible for determining whether the Services meet its legal and regulatory requirements.

Customer is solely responsible for the accuracy, quality, and legality of Customer Data and for the means by which it acquires or inputs such data. This includes ensuring that the organizational hierarchy and configuration of system roles are accurate and up-to-date. These configurations, combined with the HRIS-derived organizational data, determine access permissions and visibility within the Services. Paragility shall not be liable for access misconfigurations or for the display of data to Authorized Users that results from inaccurate Customer-provided input or configuration.

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Customer further acknowledges and agrees that it is responsible for understanding the roles, access permissions, and configuration options available within the Services. Customer shall ensure that the Services are configured to reflect its desired policies and internal data access protocols. Paragility shall not be responsible for any undesired data access or visibility resulting from misconfiguration or failure by Customer to appropriately define and apply its access control preferences.

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Customer shall notify Paragility promptly of any unauthorized access, use, or suspected breach of the Services or of Customer’s systems that integrate with the Services. Paragility may suspend access to the Services pending resolution of any security concern involving Customer’s environment.

Paragility and its licensors retain all rights, title, and interest in and to the Services, including all software, documentation, APIs, designs, user interfaces, graphics, logos, and all related intellectual property rights. No rights are granted to Customer except as expressly set forth in this Agreement.

Customer retains all rights, title, and interest in and to Customer Data. Paragility shall not acquire any rights, title, or interest in Customer Data except the limited rights expressly granted in this Agreement.

Customer grants to Paragility a non-exclusive, worldwide, royalty-free license to access, use, host, copy, process, transmit, and display Customer Data solely to the extent necessary to provide, support, and secure the Services in accordance with this Agreement and applicable laws.

Notwithstanding the foregoing, Paragility may collect, use, and disclose Aggregated Data for its internal business purposes, including but not limited to analytics, benchmarking, service improvement, product development, and use in marketing materials or within product features, provided that such data does not identify Customer or any individual.

If Customer or any Authorized User provides suggestions, enhancement requests, recommendations, or other feedback regarding the Services ("Feedback"), Paragility may freely use and incorporate such Feedback into its products and services without restriction and without any obligation to compensate Customer. Feedback does not need to be treated as Confidential Information unless otherwise agreed in writing.

All rights not expressly granted in this Agreement are reserved by Paragility and its licensors.

Paragility may use Customer’s name, logo, and trademarks to identify Customer as a client on Paragility’s website and in its marketing materials, in accordance with Customer’s brand guidelines (if provided).

Customer acknowledges and agrees that the Services include optional AI Features that are enabled by default. These features may use Customer Data to generate other content that assist the users of the Services. AI Features may rely on third-party or proprietary artificial intelligence technologies, including but not limited to large language models (LLMs), machine learning algorithms, or similar AI systems.

The rights granted under Section 5 of this Agreement include Paragility’s rights to use Customer Data and Output generated through AI Features as necessary to operate, maintain, improve, and develop the Services, provided that such use complies with applicable law and this Agreement.

Use of anonymized and aggregated data, including data generated through AI Features, shall be governed by Section 5.4 of this Agreement. Paragility shall ensure that such use does not include personally identifiable information or data that would reasonably permit the identification of Customer or its Authorized Users.

Paragility may leverage third-party AI providers to enable the AI Features. Paragility shall maintain appropriate contractual terms with such providers to ensure that Customer Data processed through their systems is not used to train unrelated models and is only retained as necessary to provide and secure the Services, in accordance with applicable laws and industry standards. Paragility shall take commercially reasonable steps to protect Customer Data in transit and in its interactions with any third-party AI providers.

Paragility shall implement and maintain appropriate technical and organizational measures designed to protect Customer Data against unauthorized access, loss, alteration, or disclosure. These measures shall align with industry-standard frameworks, including ISO/IEC 27001, and shall include access controls, encryption, incident response protocols, vulnerability management, and regular third-party audits as applicable.

Paragility maintains a Trust Center that provides real-time visibility into its security controls and compliance posture. Upon request, Paragility shall make available additional information about its data protection practices, security policies, and audit reports to support Customer’s compliance obligations, subject to reasonable confidentiality and security requirements.

Paragility shall process Customer Data only in accordance with this Agreement and applicable data protection laws, and shall not sell, rent, or disclose Customer Data to third parties except as necessary to provide the Services or as required by law. To the extent required by applicable data protection laws, Paragility will comply with its obligations as a data processor under such laws.

If Paragility becomes aware of any Security Incident, it will notify Customer without undue delay, in accordance with applicable law, and provide reasonable cooperation and information regarding the nature of the breach, the affected systems or data, and the remediation measures taken or planned. Paragility shall use reasonable efforts to mitigate the impact of the incident and to prevent recurrence.

Customer is responsible for managing access to the Services through its Identity Provider(s), maintaining appropriate configurations, and ensuring its own systems and devices used to access the Services are secured in accordance with best practices.

Paragility shall maintain industry-standard insurance coverage, including cyber liability and errors & omissions (E&O) insurance, during the Subscription Term. Upon written request, Paragility shall provide Customer with a certificate of insurance evidencing such coverage.

Paragility maintains business continuity and disaster recovery plans designed to minimize disruption and facilitate the timely restoration of the Services in the event of a disaster or other business interruption.

To the extent required under applicable data protection laws, including the GDPR or similar regulations, Paragility will, upon Customer’s written request, enter into a Data Processing Addendum (“DPA”) substantially in the form made available at https://paragility.com/dpa (or as otherwise provided by Paragility), which is hereby incorporated by reference into this Agreement.

Customer acknowledges and agrees that Paragility may engage third-party subprocessors to process Customer Data in connection with the Services. Paragility maintains a list of current subprocessors at https://trust.paragility.com/subprocessors (or otherwise made available to Customer). Paragility shall notify Customer of any changes to the list and give Customer an opportunity to reasonably object to such changes within fifteen (15) days of notice. Paragility remains responsible for the acts and omissions of its subprocessors.

Each Party agrees that it shall not disclose to any third party or use for any purpose other than to fulfill its obligations under this Agreement any Confidential Information disclosed to it by the other Party. Each Party shall protect the other Party’s Confidential Information with the same degree of care that it uses to protect its own similar information, but in no event less than reasonable care.

"Confidential Information" includes all non-public business, technical, product, financial, and marketing information, pricing, roadmaps, forecasts, user data, and other sensitive or proprietary information disclosed by one Party to the other in any form, whether oral, written, or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of the receiving Party; (b) was rightfully known to the receiving Party without restriction prior to disclosure; (c) is disclosed to the receiving Party by a third party lawfully and without any confidentiality obligations; or (d) is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information.

If the receiving Party is required by law, regulation, or legal process to disclose any Confidential Information, it shall, to the extent legally permitted, promptly notify the disclosing Party and cooperate with the disclosing Party’s efforts to seek a protective order or other appropriate remedy. If such protective order or remedy is not obtained, the receiving Party may disclose only that portion of the Confidential Information that is legally required.

Upon termination or expiration of this Agreement, or upon the disclosing Party’s written request, the receiving Party shall promptly return or destroy all Confidential Information in its possession, except for (a) copies retained as required by law or archival policies, and (b) information preserved in automated backup systems in accordance with standard data retention practices.

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Retention, deletion, and anonymization of Customer Data shall be governed by Section 13.2.

Each Party acknowledges that unauthorized disclosure or use of Confidential Information may cause irreparable harm for which monetary damages may be an inadequate remedy. Accordingly, the disclosing Party shall be entitled to seek injunctive or equitable relief without the necessity of posting bond, in addition to any other rights or remedies available at law or in equity.

The obligations in this Section shall survive for a period of three (3) years following the expiration or termination of this Agreement, except for trade secrets, which shall remain subject to confidentiality obligations for so long as they qualify as trade secrets under applicable law.

Customer shall pay all fees specified in the applicable Order Form. Unless otherwise stated in the Order Form, all fees are due and payable in full within thirty (30) days from the invoice date. Payment obligations are non-cancelable and, except as expressly provided herein, all fees paid are non-refundable.

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Late payments shall accrue interest at a rate of 1.5% per month, or the maximum rate permitted by law, whichever is lower. Paragility reserves the right to suspend or limit access to the Services if any undisputed invoice remains unpaid more than fifteen (15) days after its due date. Customer shall be responsible for any reasonable costs incurred by Paragility in collecting overdue payments, including attorneys’ fees.

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All fees are exclusive of taxes, levies, duties, or similar governmental assessments, and Customer is responsible for all such taxes associated with its purchases under this Agreement, excluding taxes based on Paragility’s net income.

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If Customer believes any invoice is incorrect, Customer must notify Paragility in writing within fifteen (15) days of the invoice date to be eligible to receive an adjustment or credit.

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Any services or support required outside the scope of the Services set forth in the applicable Order Form, including those related to third-party system changes initiated by Customer, may be subject to additional fees and a new Order Form.

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Prices specified in the Order Form may reflect discounts or promotional pricing. Paragility may modify its standard pricing or discontinue promotional offers at any time; provided that such changes will not apply during the current Subscription Term and will only take effect upon the commencement of the next renewal term. Paragility will provide Customer with reasonable notice of any pricing changes prior to renewal.

Paragility warrants that during the Subscription Term: (a) the Services will operate materially as described in the Documentation; and (b) Paragility will provide the Services using personnel with appropriate skills and experience and in a professional manner consistent with generally accepted industry practices. Paragility does not warrant that the Services will be error-free or uninterrupted, or that all defects will be corrected.

If Customer notifies Paragility in writing within thirty (30) days of discovery of a material non-conformance with the warranty in Section 10.1, Paragility will, at its sole discretion and as Customer’s sole and exclusive remedy, either (a) use commercially reasonable efforts to correct the non-conformance, or (b) terminate the affected portion of the Services and provide a pro-rata refund of prepaid, unused fees.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES, DOCUMENTATION, AND ANY OUTPUT ARE PROVIDED “AS IS” AND PARAGILITY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL EITHER PARTY OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS OR LICENSORS BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA (INCLUDING DATA LOST IN TRANSMISSION VIA CUSTOMER'S SYSTEMS OR OVER THE INTERNET), BUSINESS INTERRUPTION, LOSS OF GOODWILL, COSTS OF COVER OR REPLACEMENT, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES WERE OTHERWISE FORESEEABLE.

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EXCEPT FOR LIABILITY ARISING FROM A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF SECTION 8 (CONFIDENTIALITY), AND EXCEPT FOR CUSTOMER’S PAYMENT OBLIGATIONS, EACH PARTY’S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT, OR OTHERWISE), IN THE AGGREGATE, SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO PARAGILITY UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

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THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF THE THEORY OF LIABILITY, BUT SHALL NOT LIMIT CUSTOMER’S OBLIGATIONS TO PAY FEES DUE. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE ESSENTIAL PURPOSE OF THIS SECTION 11 IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE FEES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF PARAGILITY WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. PARAGILITY HAS RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE CUSTOMER WITH THE RIGHTS TO ACCESS AND USE THE SERVICES PROVIDED FOR IN THIS AGREEMENT.

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NOTHING IN THIS SECTION 11 SHALL LIMIT LIABILITY TO THE EXTENT SUCH LIMITATION IS PROHIBITED BY APPLICABLE LAW.

Customer agrees to indemnify, defend, and hold harmless Paragility and its Affiliates from and against any third-party claims, losses, or damages, including reasonable attorney’s fees, arising out of or relating to: (a) Customer’s use of the Services in violation of this Agreement or applicable law; (b) any Customer Data that infringes, misappropriates, or violates a third party’s rights; or (c) Customer’s breach of any representation or warranty herein.

Paragility shall indemnify, defend, and hold harmless Customer from and against any third-party claims, losses, or damages, including reasonable attorney’s fees, alleging that the Services, when used by Customer in accordance with this Agreement, infringe any U.S. patent, copyright, trademark, or trade secret right of such third party. Paragility shall have no obligation under this Section to the extent the claim arises from: (a) Customer’s use of the Services in violation of this Agreement; (b) modifications to the Services not made or authorized by Paragility; or (c) combination of the Services with other products, services, or data not provided by Paragility.

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If the Services are found to infringe in a final judgment, Paragility may, at its expense and option, (i) procure the right for Customer to continue using the Services, (ii) replace or modify the Services to make them non-infringing, or (iii) terminate the applicable Order Form and refund any prepaid, unused fees.

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Paragility’s total liability under this Section 12.2 shall be subject to the limitations set forth in Section 11. The indemnified Party shall promptly notify the indemnifying Party of any claim subject to this Section, and the indemnifying Party shall have sole control over the defense and settlement of the claim, provided that any settlement imposing obligations on the indemnified Party beyond monetary damages shall require its prior written consent. The indemnified Party shall cooperate as reasonably requested, at the indemnifying Party’s expense.

This Agreement commences on the Effective Date and will remain in effect until all Order Forms have expired or been terminated in accordance with this Section. The Subscription Term for each Order Form shall be as specified in the applicable Order Form. Unless otherwise expressly stated in the Order Form, upon expiration of the Subscription Term, the Order Form shall automatically renew for successive one (1) year renewal terms unless Customer provides Paragility with written notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term. Renewals shall be subject to Paragility’s then-current pricing unless otherwise agreed in writing.

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Either Party may terminate this Agreement or any Order Form for cause: (a) upon written notice to the other Party of a material breach if such breach remains uncured after thirty (30) days from the date of the breaching Party’s receipt of such notice; (b) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, or assignment for the benefit of creditors that is not dismissed within sixty (60) days; or (c) immediately by Paragility if Customer engages in a prohibited use of the Services under Section 4 of this Agreement. Non-payment of Fees by Customer for thirty (30) days after the due date of an invoice will be considered a material breach.

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Upon termination, Customer shall cease all use of the Services, and all Fees accrued through the effective date of termination shall remain payable. Any prepaid Fees shall be non-refundable, except as expressly provided in this Agreement.

Upon termination or expiration of this Agreement, Paragility shall retain Customer Data in accordance with its data retention policy unless otherwise agreed in writing.

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Customer may request deletion of its Customer Data, and Paragility shall use commercially reasonable efforts to comply with such request, which may be satisfied through deletion or through de-identification and anonymization of such data. Paragility shall not be required to delete Customer Data to the extent retention is required for legal, regulatory, or compliance purposes.

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Paragility is not obligated to destroy or return Aggregated Data.

In the event that a former Customer requests access to Customer Data for legal, regulatory, or internal purposes following termination, Paragility may, at its discretion, provide such assistance subject to additional fees.

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Customer acknowledges that Customer Data may remain hosted within the Paragility platform following termination in accordance with Paragility’s data retention policy, unless otherwise agreed in writing. Any support for legal discovery, document production, or data extraction is not included in standard subscription pricing.

Unless otherwise expressly stated in an applicable Order Form, neither Party may terminate this Agreement or any Order Form for convenience during the Subscription Term.

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If early termination for convenience is agreed to in an Order Form, it shall be subject to any applicable early termination fees specified therein.

This Agreement shall be governed by the laws of the State of Illinois, excluding its conflict of laws principles. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the state or federal courts located in Cook County, Illinois, and the parties hereby consent to personal jurisdiction and venue therein.

Neither Party shall be liable for any failure or delay in performance under this Agreement (except for payment obligations) due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, labor actions, pandemics, epidemics, quarantines, failure of suppliers (including cloud hosting or third‑party artificial intelligence providers) or utilities, denial‑of‑service attacks, or interruption or failure of the internet or telecommunications systems (a “Force Majeure Event”).

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The affected Party shall promptly notify the other Party of the occurrence of a Force Majeure Event and use commercially reasonable efforts to resume performance as soon as practicable. Paragility may satisfy its notice obligation under this Section by posting an update at https://status.paragility.com.

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If a Force Majeure Event continues for more than thirty (30) consecutive days, either Party may terminate the affected portion of the Services by providing written notice to the other Party.

Customer may not assign or transfer this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of Paragility, and any attempted assignment without such consent shall be null and void.

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Notwithstanding the foregoing, no consent shall be required in connection with Customer’s initial public offering or listing on a national securities exchange.

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Paragility may assign or transfer this Agreement without Customer’s consent in connection with a merger, acquisition, corporate reorganization, change of control, or sale of all or substantially all of its assets, provided that Paragility provides written notice to Customer within thirty (30) days of such assignment.

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This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

Except as otherwise expressly provided in this Agreement, any modification or amendment to this Agreement must be in writing and signed by authorized representatives of both Parties.

This Agreement, including all Order Forms, exhibits, attachments, and any documents expressly incorporated by reference, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.

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To the extent any terms or conditions contained in Customer’s purchase orders, vendor portals, or other documents conflict with this Agreement, such terms shall be null and void unless expressly agreed to in writing by Paragility. In the event of a conflict between the terms of this Agreement and an Order Form, the Order Form shall control.

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The Parties agree that this Agreement may be entered into and referenced via an electronic link on an Order Form or other authorized document and that such reference shall have the same force and effect as a signed original agreement.

The provisions of this Agreement regarding confidentiality, intellectual property ownership, indemnification, limitation of liability, payment obligations, dispute resolution, and any other provisions which by their nature are intended to survive, shall survive expiration or termination of this Agreement.

Each Party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder.

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be interpreted to accomplish the intent of the original provision to the fullest extent permitted by law, and the remaining provisions shall remain in full force and effect.

The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship. There are no third-party beneficiaries to this Agreement, except as expressly stated.

All legal notices under this Agreement must be delivered by electronic mail. Notices to Paragility shall be sent to legal@paragility.com unless otherwise designated in an Order Form. Notices to Customer shall be sent to the contact email address specified in the applicable Order Form. Notices shall be deemed effective when sent.

A failure or delay by either Party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision, nor shall any single or partial exercise thereof preclude any other or further exercise of the same or any other right.