SPENDBASE MICROSOFT AZURE TERMS OF SERVICE

Please read these Spendbase Azure Terms of Service (“Terms” or “Agreement”) carefully before transferring your Azure billing to Spendbase or using any related Spendbase Microsoft Azure account management services.

These Terms constitute a binding agreement between Spendbase, Inc., a company incorporated under the laws of the state of Delaware, registered address at 16192 Coastal Highway, Lewes, DE 19958, with the registration number 61-2064269 (together with its subsidiaries and Affiliates “Spendbase”); and the legal entity accepting these Terms (“you”, the “Client”), and govern the billing administration and resale of Microsoft Azure Services (“Azure Services”) by Spendbase to the Client under the Microsoft AI Cloud Partner Program. Spendbase acts as the Client’s billing partner and commercial advisor in relation to Azure Services, including billing administration, discount management, and cost optimization support, but does not provide Azure Services themselves.

By accepting these Terms through Spendbase’s designated online acceptance process (including electronic checkbox acceptance), you agree, without reservation, to be bound by this Agreement. If you do not agree with these Terms, you must not transfer your Microsoft Azure billing to Spendbase or use related Spendbase Microsoft Azure billing services.

These Terms may only be accepted on behalf of a legal entity. By accepting these Terms, you hereby expressly represent and warrant that you have full authority to bind the Client to this Agreement. Spendbase relies on this confirmation and will not be responsible for verifying such authority. If it is later determined that you lacked authority, the Client shall remain bound by these Terms and you shall be personally responsible for any resulting obligations or losses.

If you do not have such authority, you must not accept these Terms.

By accepting these Terms, you acknowledge and agree that:

(A) The Client has reviewed and accepted the applicable Microsoft Customer Agreement, Microsoft Azure terms, and any other Microsoft terms governing the use of Azure services (collectively, the “Microsoft Terms”), including any documentation, policies, and program materials made available by Microsoft and incorporated by reference, as amended by Microsoft from time to time;

(B) The Client may authorize the association and/or transfer of billing for its Microsoft Azure account(s) to a Microsoft partner or reseller account administered by Spendbase, solely for billing, payment administration, and related commercial purposes;

(C) Spendbase may, at its sole discretion and without obligation, assist the Client with applying for, tracking, or administering Microsoft-provided credits for Azure Services, incentives, or benefits, if any, strictly subject to Microsoft’s applicable terms, eligibility criteria, and approval processes;

(D) Azure Services are provided exclusively by Microsoft and remain subject to the Microsoft Terms. Nothing in these Terms modifies, expands, or limits the scope, functionality, security, availability, service levels, or technical operation of Azure services as determined by Microsoft.

In the event of any conflict between these Terms and the Microsoft Terms with respect to the provision, operation, or availability of Azure services, the Microsoft Terms shall prevail, except where these Terms expressly govern billing, payment, discounting, or Service Fee arrangements between Spendbase and the Client.

1. Definitions

For the purposes of these Terms, the following definitions shall apply:

1.1. “Agreement” means these Terms together with any documents expressly incorporated by reference;

1.2. “Microsoft” means Microsoft Corporation, its affiliates, and any authorized Microsoft contracting entity providing Microsoft Azure services to the Client as described on the Microsoft Site at https://www.microsoft.com/en-us/privacy/consumer-health-data-affiliate-list.

1.3. “Microsoft Customer Agreement” means Microsoft’s standard customer agreement governing the use of Microsoft Azure and other Microsoft cloud services, including any successor agreement or other written agreement entered into directly between Microsoft and the Client, located at https://www.microsoft.com/licensing/docs/view/Microsoft-Customer-Agreement---Samples (or any successor URL) as may be updated by Microsoft from time to time.

1.4. “Azure Services” means the cloud computing services branded as Microsoft Azure and provided exclusively by Microsoft directly to the Client pursuant to the Microsoft Customer Agreement.

1.5. “Microsoft Terms” means, collectively, the Microsoft Customer Agreement, Azure service-specific terms, product terms, use rights, policies, documentation, and other terms applicable to Azure Services, as published or made available by Microsoft and amended from time to time.

1.6. “Azure Billing Account” means a Microsoft Azure billing account, including a Cloud Solution Provider (CSP) or other partner-enabled billing structure, owned or administered by Spendbase, to which the Client’s Azure subscription(s) may be associated for billing and payment administration purposes.

1.7. “Microsoft Credits” means any promotional credits, incentives, or benefits offered by Microsoft in accordance with Microsoft’s applicable terms and eligibility requirements, which may be applied to reduce Azure usage charges, if approved by Microsoft.

1.8. “Billing Partner” means Spendbase’s role as the entity responsible for invoicing the Client for Azure Services and remitting payment to Microsoft, without providing or managing the Azure Services themselves.

1.9. “Eligible Subscriptions” means the Client’s Azure subscription(s) that are associated with the Azure Billing Account for purposes of billing, payment administration, discounts, credits, or optimization, and that comply with the Microsoft AI Cloud Partner Program.

1.10. “Savings” means the cost savings achieved through Spendbase’s involvement by negotiated commercial arrangements, applied Azure Benefits, usage optimization, or other cost-management measures, calculated as the difference between (i) the pricing or costs otherwise applicable to the Client under Microsoft’s standard or prior pricing, and (ii) the actual amounts invoiced to the Client for Azure usage.

1.11. “Service Fee” means a fee equal to twenty-five percent (25%) of the Savings as described in the section 5 of this Agreement; and

1.12. “Transfer” means the administrative and technical process of associating, linking, or reconfiguring the Client’s Azure subscription(s) profile with the Azure Billing Account for billing, payment administration, and related commercial purposes.

2. Subject of the Agreement

2.1. Under these Terms, Spendbase will provide cost optimization services, along with usage analysis, reporting, or advisory services in connection with Azure usage; however, such services do not alter Microsoft’s sole responsibility for the Azure Services.

2.2. Where the Client’s Azure subscriptions remain billed directly by Microsoft, Spendbase shall provide advisory, commercial, and optimization services only, and shall not invoice the Client for Azure usage (“Direct Microsoft Billing Model”).

2.3. Under these Terms, if opted out by the Client, Spendbase may also act as the Client’s Billing Partner by:

(i) associating or linking the Client’s Azure Subscription(s) with an Azure Billing Account administered by Spendbase;

(ii) invoicing the Client for Azure usage charges and applicable fees; and

(iii) remitting payments to Microsoft or its authorized partners on the Client’s behalf.

Where the Client’s Azure subscriptions are associated with the Azure Billing Account administered by Spendbase, Spendbase shall act as the Client’s Billing Partner by invoicing the Client for Azure usage and remitting payments to Microsoft (“Spendbase Billing Model”).

2.4. Where required to enable Spendbase’s billing or commercial services, the Client shall authorize the association of billing for its Azure subscription(s) to the Azure Billing Account designated by Spendbase (the “Billing Transfer”). The Client shall:

(i) provide Spendbase with all information and administrative access necessary to complete the Billing Transfer;

(ii) update account credentials, payment details, and contact information as instructed by Spendbase; and

(iii) ensure that no outstanding balances exist on the account(s) at the time of Billing Transfer.

2.5. Regardless of the billing model, Spendbase shall remain entitled to the Service Fee in accordance with Section 5.

2.6. Spendbase may, at its sole discretion and without obligation, assist the Client in applying for Microsoft Credits or other Microsoft-provided incentives. Any Microsoft Credits obtained shall be applied in accordance with Microsoft’s applicable terms and eligibility criteria. Spendbase does not guarantee the availability, amount, or duration of any Microsoft Credits. The Client remains solely responsible for monitoring credit usage, and unused or expired credits are non-refundable and have no cash value.

2.7. Spendbase does not operate, control, maintain, or guarantee the availability, security, performance, or functionality of Azure Services. Azure Services are provided exclusively by Microsoft to the Client under the Microsoft Customer Agreement and Microsoft Terms. Except as expressly stated in these Terms, Spendbase makes no representations or warranties with respect to Azure Services.

2.8. These Terms do not grant the Client any rights to other Spendbase products or services and do not apply to Microsoft professional services, Microsoft Marketplace purchases (unless expressly agreed in writing), or any Microsoft services not covered by the applicable billing or partner program through which Spendbase provides services.

2.9. To ensure continuity of Azure Services or compliance with Microsoft requirements, Spendbase may, without liability, reassign or transition the Client’s Azure subscription(s) to Microsoft directly or to another authorized Microsoft partner, upon reasonable notice where practicable.

3. Eligible Subscriptions

3.1. The Client shall ensure that each Azure subscription associated with the Azure Billing Account (each, an “Eligible Subscription”) complies with all applicable Microsoft eligibility and compliance requirements and has no outstanding balances. The Client shall not associate any Azure subscription with the Azure Billing Account without Spendbase’s prior written approval.

3.2. The Client is solely responsible for all usage of Azure Services under its Eligible Subscriptions, whether authorized or unauthorized, intentional or accidental. This includes responsibility for all charges arising from configuration choices, overconsumption, misuse, security incidents, or use of services that are not eligible for discounts or credits.

3.3. The Client remains fully responsible for all fees, usage charges, taxes, and other amounts incurred under its Eligible Subscriptions. Spendbase and/or Microsoft may seek payment from the Client for any unpaid amounts in accordance with the applicable agreements.

3.4. If an Eligible Subscription was previously subject to customer-specific pricing, discounts, or incentives under a direct agreement with Microsoft that are not applicable under Spendbase’s billing arrangement, such subscription must be excluded from the Azure Billing Account unless otherwise agreed in writing.

3.5. If any Eligible Subscription involves the processing of regulated or sensitive data (including, where applicable, protected health information), the Client is solely responsible for ensuring that the required Microsoft data protection agreements and compliance mechanisms are in place directly between the Client and Microsoft.

4. Client Obligations

4.1. The Client shall at all times comply with all applicable Microsoft Terms. The Client confirms that it has reviewed and accepted the Microsoft Terms prior to the commencement of the Azure Services under this Agreement.

4.2. The Client shall provide accurate, complete, and current information to Spendbase for all matters relating to the performance of these Terms, including but not limited to account details, billing contacts, and tax information, and shall promptly notify Spendbase of any changes.

4.3. The Client shall provide all necessary cooperation, access, and approvals for Spendbase to perform the Billing Transfer and ongoing account management, including granting Spendbase administrative access to Subscription.

4.4. The Client shall not:

(i) attempt to circumvent the billing arrangements under these Terms;

(ii) remove or restructure any Azure subscription or account in a manner that materially affects Spendbase’s entitlement to the Service Fee during the term without Spendbase’s prior written consent; or

(iii) request, negotiate, or apply Microsoft Azure promotional credits, discounts, or other incentives without Spendbase’s involvement, except as expressly agreed in writing by Spendbase.

4.5. The Client shall provide Spendbase with all billing and usage information reasonably required to calculate Savings. The Client shall not take any action to circumvent Spendbase’s entitlement to the Service Fee, including by requesting or applying Microsoft Azure promotional credits directly from Microsoft without Spendbase’s involvement.

4.6. The Client shall promptly notify Spendbase of any unauthorized access, suspected breach, or compromise of its Azure accounts that could affect billing, discounts, or credits management.

4.7. The Client acknowledges that Azure services are provided directly by Microsoft under a separate agreement between the Client and Microsoft, to which Spendbase is not a party. Spendbase does not provide Azure services and shall not be responsible for their availability, performance, or functionality. The Client remains solely responsible for compliance with the Microsoft Terms.

5. Pricing and Payment Terms

5.1. The Client shall pay Spendbase the Service Fee equal to twenty-five percent (25%) of the Savings achieved for the Azure Services during each billing period. Spendbase shall remain entitled to the Service Fee for any Azure Benefits obtained within 12 months after termination, if such benefits result from Spendbase’s involvement, directly resulting from actions taken during the term.

5.2. Under the Spendbase Billing Model, the Client shall additionally pay Spendbase for Azure usage incurred under its Eligible Subscriptions, calculated in accordance with Microsoft’s applicable pricing, less any discounts, credits, or negotiated rates applied through Spendbase.

5.3. Under the Direct Microsoft Billing Model, Azure usage charges shall be paid directly by the Client to Microsoft, and Spendbase shall invoice the Client solely for the Service Fee.

5.4. For the avoidance of doubt, Spendbase’s entitlement to the Service Fee shall apply irrespective of whether Azure Services are billed through Spendbase, Microsoft, or any third party, provided that the Savings are obtained wholly or partially as a result of Spendbase’s involvement.

5.5. Spendbase shall invoice the Client monthly. Invoices will be sent to the billing contact designated by the Client.

5.6. All invoices shall be payable within thirty (30) calendar days from the invoice date, in the currency specified by Spendbase and to the bank account designated on the invoice. Payments shall be made in full without set-off, counterclaim, or deduction, except as required by law.

5.7. All overdue amounts, except those disputed in good faith, shall bear interest at a rate of 1.5% per month or the maximum lawful rate, whichever is lower, calculated from the due date until payment is received in full. The Client shall reimburse Spendbase for all reasonable costs of collection, including legal fees.

5.8. If the Client disputes any portion of an invoice, it shall notify Spendbase in writing within fifteen (15) calendar days of the invoice date, specifying the nature and basis of the dispute in reasonable detail. The Client shall pay all undisputed amounts by the due date. Disputes shall not suspend the Client’s payment obligation for undisputed charges.

5.9. All amounts payable under these Terms are exclusive of applicable taxes, duties, or levies. The Client shall be responsible for all such taxes, excluding taxes on Spendbase’s income.

5.10. Spendbase makes no representation, warranty, or guarantee regarding any minimum Savings. Service Fee shall remain payable with respect to any Savings actually realized, even if the Savings are lower than anticipated.

5.11. Where the Client participates in Spendbase’s Azure Billing Account, the Client shall not make direct payments to Microsoft for usage under Eligible Subscriptions, unless otherwise agreed in writing by Spendbase. Where the Client is billed directly by Microsoft, this restriction shall not apply.

5.12. Spendbase may require advance payment or other security for future Azure usage charges if the Client’s payment history or creditworthiness is unsatisfactory in Spendbase’s reasonable judgment.

6. Suspension and Termination

6.1. Spendbase may temporarily suspend the Client’s access to Azure Services under these Terms, in whole or in part, immediately upon written notice if:

(i) the Client fails to pay any amount when due;

(ii) the Client breaches any material obligation under these Terms or the Microsoft Agreements; or

(iii) Spendbase reasonably determines that continued access poses a security, legal, or regulatory risk.

During any period of suspension, the Client remains responsible for all Azure usage charges and Service Fees accrued.

6.2. Spendbase may permanently remove the Client’s account(s) from the Azure Billing Account and terminate these Terms, in whole or in part, with immediate effect upon written notice if:

(i) the Client fails to cure a payment default within thirty (30) calendar days after the due date;

(ii) the Client materially breaches these Terms or the Microsoft Terms and fails to cure such breach within fifteen (15) calendar days after receiving written notice; or

(iii) the Client engages in conduct that Microsoft deems to be a violation of its Acceptable Use Policy or other Microsoft Agreement.

6.3. Unless otherwise agreed in writing, Spendbase may terminate these Terms by providing at least thirty (30) calendar days’ prior written notice or via contact email.

6.4. Upon termination:

(i) the Client shall immediately pay all outstanding Azure usage charges, Service Fee, taxes, and any other amounts due to Spendbase;

(ii) the Client shall change billing details, update the root email and ensure that Spendbase is fully disassociated from the Eligible Subscriptions; and

(iii) Microsoft may, at its discretion, continue providing services directly to the Client under the Microsoft Customer Agreement, without any Spendbase involvement or responsibility and under direct billing.

6.5. The Client acknowledges and agrees that upon termination and reversion to direct billing, any unused promotional credits, discounts, or benefits applied under Spendbase reseller arrangement shall be forfeited without compensation.

6.6. Spendbase may engage third-party collection agencies or initiate legal proceedings to recover any overdue amounts. The Client shall reimburse Spendbase for all reasonable costs of collection, including legal fees and agency charges.

6.7. Sections relating to payment obligations, confidentiality, liability, and governing law shall survive any termination of these Terms.

7. Azure Credits Handling

7.1. During the term of these Terms, the Client may receive discounts, credits, incentives, or other benefits offered by Microsoft in connection with Azure Services (“Azure Benefits”). Any Azure Benefits shall be taken into account in the calculation of Savings and shall not affect Spendbase’s entitlement to the Service Fee.

7.2. The Client shall not:

(i) apply Azure Benefits to any account not associated with the Microsoft Billing Account;

(ii) seek, claim, or apply credits directly from Microsoft for Eligible Subscriptions without Spendbase’s involvement; or

(iii) take any action intended to circumvent the application of the Service Fee to Savings derived from credits.

7.3. Any violation of this Section 7 (“Azure Credits Handling”) shall be deemed a material breach of these Terms and may result in immediate suspension or termination under Section 6 (“Suspension and Termination”).

8. Confidentiality

8.1. For the purposes of these Terms, “Confidential Information” means all non-public information disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”) in connection with these Terms, whether in written, oral, electronic, or other form, including without limitation: (a) account identifiers, billing data, usage reports, and discount levels; (b) Azure promotional credit allocations, pricing terms and cost optimization strategies; (c) technical, commercial, and financial information; and (d) any information identified as confidential at the time of disclosure.

8.2. Confidential Information does not include information that: (i) is or becomes publicly available without breach of these Terms; (ii) is rightfully received by the Receiving Party from a third party without restriction on disclosure; (iii) is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information; or (iv) is approved for release in writing by the Disclosing Party.

8.3. The Receiving Party shall: (a) protect the Disclosing Party’s Confidential Information using at least the same degree of care it uses to protect its own similar confidential information, but in no event less than reasonable care; (b) use Confidential Information solely to perform its obligations and exercise its rights under these Terms; and (c) not disclose Confidential Information to any third party except to its employees, contractors, or professional advisors who have a need to know such information and are bound by confidentiality obligations no less protective than those set forth herein.

8.4. The Client acknowledges that certain information received from Spendbase relating to Azure discounts, private pricing addenda, and program benefits constitutes Microsoft Confidential Information and is subject to additional restrictions under Microsoft’s AI Cloud Partner Program. The Client shall not disclose any such information without Microsoft’s prior written consent.

8.5. The Receiving Party may disclose Confidential Information if required to do so under applicable law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party prompt written notice (where legally permitted) and cooperates in seeking protective measures.

8.6. The obligations under this Section 8 (“Confidentiality”) shall survive termination of these Terms for a period of five (5) years, except for trade secrets, which shall remain confidential for so long as they qualify as trade secrets under applicable law

9. Data Protection

9.1. Spendbase may process the Client’s personal data solely to facilitate the delivery of Azure Services under these Terms, including billing, credit management, account administration, and compliance with Microsoft program requirements. Such processing will be carried out in compliance with applicable data protection laws.

9.2. As a controller of personal data, the Client entrusts Microsoft with their personal data for processing. Personal data will be processed only for the purpose of implementing this Agreement and Microsoft Agreements to the extent specified therein, on the principles arising from the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016.

9.3. The principles of personal data processing with regards to Azure Services are determined by the Microsoft, available at https://azure.microsoft.com/en-us/explore/trusted-cloud/privacy, and incorporated herein by reference.

10. Force Majeure

10.1. Neither Party shall be liable for any delay or failure to perform its obligations under these Terms (other than payment obligations) if such delay or failure is caused by events beyond its reasonable control (“Force Majeure Event”), including but not limited to: acts of God, natural disasters, epidemic or pandemic, war, terrorism, civil unrest, labor disputes, government action or restriction, embargoes, power or internet outages, failures of Microsoft or other third-party providers, or other events of a similar nature.

10.2. The Party affected by a Force Majeure Event shall notify the other Party in writing as soon as reasonably practicable, specifying the nature of the event, the expected duration, and the steps being taken to mitigate its effects.

10.3. During the continuance of a Force Majeure Event, the affected Party’s obligations under these Terms shall be suspended to the extent affected by the Force Majeure Event. The time for performance shall be extended for a period equal to the duration of the Force Majeure Event.

10.4. Any interruption, degradation, or unavailability of Azure Services caused by Microsoft or its subcontractors shall be deemed a Force Majeure Event with respect to Spendbase, and Spendbase shall have no liability for such events.

10.5. If a Force Majeure Event continues for more than sixty (60) consecutive days, either Party may terminate these Terms upon written notice to the other Party, without liability for such termination, except that all outstanding payment obligations shall remain due and payable.

11. Warranties, Disclaimers, and Limitation of Liability

11.1. The Client acknowledges that Azure Services are provided directly by Microsoft, and that Spendbase does not control the operation, maintenance, or availability of Azure Services. Spendbase makes no representation or warranty whatsoever regarding Azure Services. Azure Services are provided to the Client “as is” and “as available” by Microsoft, and any warranties, service commitments, or remedies relating to Azure Services are solely as set forth in the Microsoft Customer Agreement between Microsoft and the Client.

11.2. To the fullest extent permitted by law, Spendbase disclaims all warranties, express, implied, statutory, or otherwise, including any warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement. Spendbase does not warrant that Azure Services will be uninterrupted, error-free, secure, or free of defects, vulnerabilities, or harmful components.

11.3. Spendbase shall have no liability for: (a) any unavailability, suspension, interruption, delay, loss of data, or degradation of Azure Services; (b) any errors or omissions in Azure Services; (c) any security breach, data breach, or other incident arising from Microsoft infrastructure; or (d) any act or omission of Microsoft or other third-party providers.

11.4. Spendbase warrants that it will perform discount application, promotional credit management, and account administration services under these Terms in a professional and workmanlike manner, in accordance with applicable laws and Microsoft AI Cloud Partner Program requirements. The Client’s sole and exclusive remedy for any breach of this warranty shall be, at Spendbase’s option, re-performance of the affected services or refund of any Service Fees paid for the affected month.

11.5. To the maximum extent permitted by applicable law, Spendbase’s total aggregate liability for all claims arising out of or relating to these Terms shall not exceed the total amount of Service Fees paid by the Client to Spendbase in the twelve (12) months preceding the event giving rise to the claim.

11.6. In no event shall Spendbase be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages, or for any loss of profits, revenue, data, goodwill, or business opportunities, whether based on contract, tort (including negligence), strict liability, or otherwise, even if advised of the possibility of such damages.

11.7. All liability for the provision, performance, and availability of Azure Services lies exclusively with Microsoft under the Microsoft Customer Agreement, and Spendbase shall have no liability arising from or related to Microsoft Services.

11.8. The limitations and disclaimers in this Section 11 (“Warranties, Disclaimers, and Limitation of Liability”) reflect the Parties’ agreed allocation of risk and form an essential basis of the bargain between the Parties

12. General Provisions

12.1. These Terms and any dispute, claim, or controversy arising out of or relating to them shall be governed by and construed in accordance with the laws of Delaware, without regard to its conflict of laws rules. The Parties irrevocably submit to the exclusive jurisdiction of the courts of the state of Delaware for any dispute arising out of or relating to these Terms, except that Spendbase may seek injunctive relief or enforce judgments in any jurisdiction.

12.2. To the fullest extent permitted by applicable law, each party knowingly, voluntarily, and irrevocably waives any right to a trial by jury in any legal proceeding arising out of or relating to these Terms, the transactions contemplated herein, or the relationship between the parties. This waiver applies to any claim, counterclaim, or cross-claim, whether sounding in contract, tort, statute, or otherwise.

12.3. These Terms, together with any documents expressly incorporated by reference, constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, proposals, representations, and understandings, whether written or oral.

12.4. Spendbase may modify these Terms from time to time by posting an updated version on its website or by providing written notice to the Client. Such modifications will take effect on the date specified in the notice. Continued use of Azure Services through Spendbase after the effective date of modifications constitutes the Client’s acceptance of the updated Terms. If the Client does not agree to the updated Terms, it must terminate these Terms in accordance with Section 6 (“Suspension and Termination”) the effective date of the changes.

12.5. The Client may not assign or transfer any rights or obligations under these Terms without Spendbase’s prior written consent. Spendbase may assign its rights and obligations under these Terms without the Client’s consent to its affiliates and agents or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

12.6. All notices required or permitted under these Terms shall be in writing and delivered by hand, email, or registered mail to the addresses or email addresses provided by the Parties. Notices sent by email shall be deemed received on the date of transmission if sent during business hours, or the next business day if sent outside business hours.

12.7. If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid, illegal, or unenforceable provision shall be replaced with a valid provision that most closely reflects the Parties’ original intent.

12.8. Failure or delay by either Party to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision, and any waiver must be in writing and signed by the waiving Party.

12.9. The Parties agree that acceptance of these Terms via Spendbase’s designated online acceptance process, including electronic checkbox or click-through acceptance, constitutes a valid and binding execution of these Terms with the same legal effect as a handwritten signature.

12.10. The Client agrees that communications between the Client and Spendbase may take place by electronic means, including e-mail. For contractual purposes, the Client: (a) consents to receive communications from Spendbase in an electronic form; and (b) agrees that all terms and conditions, agreements, notices, disclosures, and other communications provided electronically by Spendbase shall satisfy any legal requirement that such communications would satisfy if they were provided in a physical written form.

13. Contact Information

All communications to Spendbase under these Terms shall be directed to:

Spendbase, Inc.

16192 Coastal Highway, Lewes, DE 19958, USA

E-mail: [email protected]