NECESSITYWORKS, INC. — MASTER SUBSCRIPTION AGREEMENT

Version: 1.0 Published at: https://necessityworks.com/legal/msa Applies to: NecessityWorks, Inc. (Delaware) Governing law: Delaware Default acceptance: Click-through / online assent at signup or first use

How this Agreement is accepted

This Master Subscription Agreement (“Agreement”) governs all access to and use of the Platform. It applies to every Customer and is accepted online by default.

Customer is bound by this Agreement when Customer (a) clicks “I agree,” checks a box, or takes any equivalent affirmative action accepting these terms during signup, checkout, or first use of the Platform, (b) executes an Order Form that references this Agreement, or (c) accesses or uses the Platform.
Per-deal commercial terms (modules, quantities, fees, term) live in an Order Form that references this Agreement. An Order Form may be (i) generated automatically from a checkout transaction (e.g., a Stripe receipt that names the modules and fees), or (ii) executed as a separate document signed by the Parties.
Per-product functional descriptions, SLAs, and service-specific terms live in Service Descriptions published at https://necessityworks.com/legal/services and incorporated by reference.
DPA, BAA, Security Addendum, AI Services Supplement, SLA, and AUP are each published under https://necessityworks.com/legal/ and incorporated by reference into this Agreement. A Customer may version-lock these documents via Schedule B of an Order Form under §18(m)(ii).
Order of precedence is defined in §18(p).
A Customer that requires a wet or electronic signed counterpart may request one in writing to legal@necessityworks.com. The signed counterpart is evidentiary only; it does not modify the substantive terms of this Agreement, which remain as published at the URL above unless a separately executed amendment expressly modifies a provision.

THE AGREEMENT

This Agreement is entered into between:

NecessityWorks, Inc., a Delaware corporation with its principal place of business at 2810 N Church St #550982, Wilmington, DE 19802-4447 (“NW”), and

Customer, meaning the legal entity (or, where no legal entity is identified, the individual) that accepts this Agreement by any of the means described in the “How this Agreement is accepted” section above. If Customer accepts this Agreement on behalf of an entity, the individual taking the acceptance action represents that they are authorized to bind that entity to this Agreement, and “Customer” thereafter refers to that entity.

The “Effective Date” is the earliest of (i) the date Customer first accepts this Agreement by the means described above, (ii) the effective date of the first Order Form referencing this Agreement, and (iii) the date Customer first accesses or uses the Platform.

NW and Customer are each a “Party” and together the “Parties.”

1. Definitions

Capitalized terms have the meanings set forth below. Additional terms may be defined elsewhere in this Agreement and apply where used.

1.1 “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 securities or equivalent interests.

1.2 “AUP” means NW’s Acceptable Use Policy, published at https://necessityworks.com/legal/aup and as updated from time to time in accordance with §18(m).

1.3 “Authorized User” means an employee, contractor, or agent of Customer or a Customer Affiliate whom Customer authorizes to access and use the Services, subject to the user-count and role limits set forth in the applicable Order Form.

1.4 “Confidential Information” means information disclosed by one Party (the “Discloser”) to the other Party (the “Recipient”) that is marked or identified as confidential, or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, technical information (source code, algorithms, architectures, threat-detection logic, integrations, credentials), business information (pricing, roadmaps, customer lists, financial data), and the existence and contents of this Agreement.

1.5 “Customer Data” means any data that Customer or its Authorized Users transmit to, store in, or process through the Platform, including (a) content uploaded by Customer, (b) telemetry and event data ingested by Customer from Customer’s own systems, and (c) outputs of Services that are derived from the foregoing. Customer Data does not include System Data.

1.6 “Documentation” means NW’s then-current published documentation for the Platform, including technical user guides, API references, and Service Descriptions, made available to Customer via the Platform or at https://docs.necessityworks.com.

1.7 “Feedback” means any suggestions, comments, improvements, ideas, or other feedback that Customer or its Authorized Users provide to NW regarding the Services.

1.8 “Order Form” means an ordering document executed by the Parties that references this Agreement and specifies the Services, quantities, fees, Subscription Term, and any deal-specific terms. Each Order Form is incorporated into and governed by this Agreement upon execution.

1.9 “Personal Data” has the meaning given in the DPA.

1.10 “Platform” means the NW security platform and any associated modules, APIs, integrations, and agents made available to Customer, as further described in the applicable Order Form and Service Descriptions.

1.11 “Professional Services” means implementation, configuration, integration, training, advisory, managed-services, incident-response, and other services provided by NW (directly or through its approved subcontractors) under a Statement of Work executed pursuant to §4.

1.12 “Service Descriptions” means the product-specific terms and scope published by NW at https://necessityworks.com/legal/services for each module of the Platform, as updated from time to time in accordance with §18(m). The Service Description in effect on the Order Form’s effective date governs that Order Form for its Subscription Term.

1.12A “SLA” means NW’s Service Level Agreement, published at https://necessityworks.com/legal/sla and incorporated by reference. The SLA in effect on the Order Form’s effective date governs that Order Form for its Subscription Term. Where a module-specific Service Description sets a different or supplemental service level, the module-specific service level controls for that module.

1.13 “Services” means, collectively, (a) Customer’s subscription access to the Platform, (b) Professional Services, and (c) any other services identified in an Order Form.

1.14 “Subscription Term” means the period specified in an Order Form during which Customer is authorized to access and use the Platform. A Subscription Term is either (a) a month-to-month subscription that renews automatically each calendar month until canceled in accordance with §13.1(a), or (b) a committed Term of one (1) year or more, consisting of an Initial Term and any Renewal Term. Unless the Order Form specifies otherwise, the Subscription Term is month-to-month.

1.15 “Statement of Work” or “SOW” means a document that describes a specific Professional Services engagement, including scope, deliverables, schedule, acceptance criteria, and fees. An SOW becomes binding on the Parties when Customer (a) clicks “I accept” or any equivalent affirmative-action mechanism against an SOW presented to Customer in the Platform (an “In-Product SOW Acceptance”), or (b) the Parties execute the SOW by signature (wet or electronic). An In-Product SOW Acceptance is logged by NW with the accepting account, user, timestamp, IP address, and the immutable version hash of the SOW snapshot Customer accepted. Each SOW is incorporated into and governed by this Agreement upon acceptance.

1.16 “Subprocessor” has the meaning given in the DPA.

1.17 “System Data” means information compiled by NW in connection with Customer’s use of the Platform, including but not limited to threat data, contextual data, detections, indicators of compromise, malicious-actor patterns, vulnerability and misconfiguration prevalence data, detection-rule efficacy data, telemetry, performance metrics, and usage data, that NW may use for security, product, and operations management, and for research and development. For the avoidance of doubt, any improvements made to the Platform will not incorporate Customer Personal Data or reference or mention Customer. System Data excludes the raw content of Customer Data and any data that identifies Customer or an identifiable individual.

1.18 “Term” has the meaning given in §13.1.

2. Services

2.1 Grant of Access. Subject to Customer’s compliance with this Agreement and payment of applicable fees, NW grants Customer a non-exclusive, non-transferable, worldwide right during the Subscription Term to access and use the Platform and related Documentation solely for Customer’s and Customer’s Affiliates’ internal business purposes.

2.2 Authorized Users. Customer may permit its Authorized Users and the Authorized Users of its Affiliates to access the Platform under Customer’s account, subject to the quantity and role limits set forth in the Order Form. Customer is responsible for (a) ensuring that each Authorized User complies with this Agreement and the AUP, and (b) all acts and omissions of its Authorized Users as if they were acts and omissions of Customer.

2.3 Affiliates. Customer’s Affiliates may use the Services under this Agreement, provided that (a) Customer remains fully responsible and liable for such use, and (b) an Affiliate’s use counts against the Order Form quantities. If an Affiliate wishes to contract directly with NW, it may execute a separate Order Form that references this Agreement.

2.4 Restrictions. Customer shall not, and shall not permit any Authorized User or third party to:

copy, modify, translate, adapt, or create derivative works of the Platform or Documentation;
reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, models, or trade secrets of the Platform, except to the extent this restriction is prohibited by applicable law;
sell, resell, rent, lease, sublicense, time-share, or otherwise make the Platform available to any third party, except that Customer may permit its third-party service providers to access the Platform solely to provide services to Customer, subject to confidentiality obligations at least as protective as those in this Agreement;
use the Platform to develop, train, or improve any competitive product or service, or to benchmark the Platform’s performance for publication without NW’s prior written consent;
remove, alter, or obscure any proprietary notice or legend displayed by the Platform;
interfere with, disrupt, or circumvent any security feature, access control, or usage limitation of the Platform;
use the Platform in violation of the AUP, any Service Description, or applicable law; or
use the Platform to store, process, or transmit any material prohibited by the AUP.

2.5 Platform Modifications. NW may, from time to time, modify the Platform to add, change, or remove features, subject to the following:

Core Functionality Commitment. NW will not materially reduce the Core Functionality of a Service during a paid Subscription Term. For purposes of this §2.5(a), “Core Functionality” means the functional capabilities of a Service that are (i) expressly described in the Service Description in effect on the Order Form’s effective date and (ii) generally available (i.e., not labeled as beta, preview, evaluation, alpha, experimental, or early-access). Customer’s remedy for a material reduction of Core Functionality during a paid Subscription Term is termination of the affected Order Form under §13.2 and a pro-rata refund of pre-paid, unused fees attributable to the reduced Service.
Exclusions from §2.5(a). The Core Functionality commitment does not apply to, and NW may add, change, remove, deprecate, or replace at any time without breach:
1. Beta / Preview / Experimental Features, including features labeled as beta, preview, evaluation, alpha, experimental, early-access, “labs,” or otherwise designated as not generally available;
2. AI / ML Features and Model Behavior, including the selection, version, parameters, prompts, fine-tunes, providers, and observable behavior of large-language models, machine-learning classifiers, or other AI/ML technology used by the Platform, provided NW preserves the categorical capability described in the Service Description (e.g., “AI-assisted summarization”) even if the underlying model, provider, or response characteristics change;
3. Third-Party Dependencies, including third-party software, services, models, APIs, integrations, or data sources outside NW’s reasonable control, where the change is required by, or results from, a third-party action (deprecation, pricing change, end-of-life, terms-of-service change, outage, breach, or licensor demand). NW will use commercially reasonable efforts to provide an equivalent capability or a transition path where reasonably available;
4. Integrations with customer-owned or third-party systems, where the integration depends on third-party APIs, schemas, scopes, or features that the third party changes, deprecates, throttles, or removes;
5. Security, Legal, and Operational Necessity, including changes required to address a vulnerability, threat, abuse pattern, legal or regulatory requirement, court order, sanction, or material risk to the Platform or NW’s other customers; and
6. Non-material changes, including bug fixes, performance improvements, UI/UX refinements, and the addition of new features, even if they alter the form or location of an existing capability, provided the underlying Core Functionality remains available.
Discontinuation Notice. NW will provide Customer with at least ninety (90) days’ advance notice before discontinuing a generally available module of the Platform for which Customer has an active paid subscription, except where (i) the discontinuance is the result of an exclusion in §2.5(b)(iii), (iv), or (v), or (ii) longer notice is not commercially feasible due to a third-party action or legal requirement, in which case NW will provide as much notice as is reasonably practicable. If NW discontinues a generally available module before the end of Customer’s then-current Subscription Term and does not offer a substantially equivalent replacement, Customer’s remedy is a pro-rata refund of pre-paid, unused fees for the discontinued module.
Non-Material Changes. NW may make non-material changes (bug fixes, performance improvements, new features that do not degrade Core Functionality, security updates, and UI/UX changes) without prior notice.

3. Customer Responsibilities

3.1 Acceptable Use. Customer shall, and shall ensure that its Authorized Users shall, comply with the AUP and this Agreement. Customer acknowledges that NW may update the AUP from time to time in accordance with §18(m); material adverse changes to the AUP that affect Customer’s existing use will take effect no earlier than thirty (30) days after notice.

3.2 Credentials and Security. Customer is responsible for (a) maintaining the confidentiality of its account credentials and API keys, (b) all activity occurring under its account, and (c) promptly notifying NW of any suspected unauthorized access. NW is not liable for losses arising from Customer’s failure to secure its credentials, except to the extent caused by NW’s breach of its security obligations under §7.

3.3 Customer Content and Configurations. Customer is solely responsible for (a) the accuracy, quality, legality, and content of Customer Data, (b) obtaining all necessary rights, consents, and authorizations to transmit Customer Data to the Platform, and (c) configuring the Platform (including retention, access controls, and integrations) in accordance with Customer’s own compliance and security requirements. NW provides the Platform as a tool; Customer remains the controller of its own security program.

3.4 Compliance with Laws. Each Party shall comply with all laws, regulations, and industry standards applicable to its performance of this Agreement, including privacy, data protection, export-control, anti-corruption, and sanctions laws.

3.5 Cooperation. Customer shall reasonably cooperate with NW in the provision of the Services, including providing timely access to systems, information, and personnel reasonably necessary for NW to deliver the Services.

4. Professional Services

4.1 Scope. Professional Services are provided pursuant to an accepted SOW. Each SOW will specify the scope of work, deliverables, schedule, acceptance criteria, fees, and any service-specific terms. An SOW is “accepted” when Customer takes an In-Product SOW Acceptance action against an SOW snapshot presented in the Platform, or when both Parties sign the SOW (wet or electronic). These terms do not create an obligation on NW to perform any Professional Services until an SOW is accepted. NW retains the SOW snapshot (in immutable form, identified by version hash) and the acceptance event record for the duration of the engagement plus the period required for audit and tax purposes.

4.2 Subcontractors. NW may perform Professional Services directly or through approved subcontractors, including NW’s Affiliates and specialty managed-security-service providers. NW remains fully responsible and liable to Customer for the acts and omissions of its subcontractors as if they were NW’s own.

4.3 Acceptance. Unless an SOW specifies otherwise, deliverables are deemed accepted upon the earlier of (a) Customer’s written acceptance, (b) Customer’s productive use of the deliverable, or (c) ten (10) business days after delivery if Customer has not provided a written objection identifying specific material non-conformities. If Customer provides a timely objection, NW will use commercially reasonable efforts to correct the non-conformity and re-deliver.

4.4 Change Orders. Any change to the scope, schedule, or fees of an SOW must be documented in a written change order signed by both Parties.

4.5 Deliverables and IP. Unless an SOW specifies otherwise:

Customer Deliverables. NW grants Customer a non-exclusive, worldwide, perpetual, royalty-free license to use deliverables created specifically for Customer under an SOW for Customer’s internal business purposes.
NW Tools and Pre-Existing IP. NW retains all rights to (i) its pre-existing intellectual property, (ii) tools, frameworks, libraries, methodologies, and know-how developed independently of the SOW, and (iii) any generalizable technology, processes, or improvements arising from the SOW that are not specific to Customer’s business. To the extent any such materials are incorporated into deliverables, NW grants Customer a non-exclusive, worldwide, perpetual, royalty-free license to use them solely as incorporated in the deliverables.

4.6 Managed Security Services. Where an Order Form or SOW identifies managed-security services (including detection, triage, and response), the applicable Service Description will specify (a) detection and response-time commitments, (b) scope of NW’s response authority, (c) Customer’s escalation and approval requirements, and (d) any authorization letters required for NW to act on Customer’s systems.

5. Fees and Payment

5.1 Fees. Customer will pay the fees set forth in each Order Form. Except as expressly set forth in this Agreement or an Order Form, all fees are non-refundable, and quantities, modules, and scope are non-cancelable during the Subscription Term.

5.2 Invoicing and Payment.

NW will invoice Customer as specified in the Order Form. Unless the Order Form specifies otherwise, NW will invoice Customer monthly in advance for the upcoming month’s Platform Fees and usage-based fees accrued in the preceding month. Order Forms for committed Terms may elect annual-in-advance or another billing frequency.
Customer will pay each undisputed invoice within thirty (30) days of invoice date by ACH, wire, or another payment method agreed in writing. NW may accept payment via Stripe or equivalent payment processor where so designated on the Order Form.
Late payments accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, calculated from the original due date.
NW may suspend Services for non-payment after thirty (30) days’ written notice and a failure to cure.
Stripe and Payment-Processor Terms. NW uses Stripe, Inc. as its default online payment processor for self-serve and click-through checkout, and may use Stripe or another regulated payment processor for invoiced billing. When Customer provides payment information (e.g., credit-card details, bank-account details, billing address) at Stripe’s checkout, that information is transmitted to and processed by Stripe directly, subject to Stripe’s then-current Services Agreement (https://stripe.com/legal) and Privacy Policy (https://stripe.com/privacy). NW does not store Customer’s full payment card number, CVV, or full bank-account number on NW’s systems. NW receives only the tokens, identifiers, charge/refund status, and billing metadata necessary to operate the subscription. Stripe is a Subprocessor under DPA §1.10 and is listed on the public Subprocessor list at https://necessityworks.com/legal/subprocessors. Where Customer’s interaction with Stripe creates obligations between Customer and Stripe directly, those obligations are governed by Stripe’s terms; NW is not a party to that direct relationship and is not responsible for Stripe’s acts and omissions except to the extent of NW’s Subprocessor flow-down obligations under §6 and the DPA.

5.3 Taxes. Fees are exclusive of all taxes, levies, and duties imposed by any governmental authority, including sales, use, value-added, goods-and-services, and withholding taxes, but excluding taxes based on NW’s net income or property. Customer is responsible for all such taxes. If Customer is required by law to withhold any taxes, Customer will gross up the payment so that NW receives the full invoiced amount.

5.4 Disputed Invoices. Customer will notify NW of any good-faith dispute regarding an invoice within fifteen (15) days of invoice receipt and will pay all undisputed amounts. The Parties will work in good faith to resolve any dispute within thirty (30) days.

5.5 Price Changes.

Month-to-Month Subscriptions. NW may change the fees applicable to a month-to-month subscription effective the next billing period by providing Customer with at least thirty (30) days’ notice. If Customer does not accept the change, Customer may cancel the subscription effective the end of the then-current billing period without further obligation, per §13.1(a)(i).
Committed Terms. For Subscription Terms of one (1) year or more, fees for committed quantities and modules are fixed at the amounts stated on the Order Form for the duration of the Term. NW may increase fees at Renewal by providing Customer with at least sixty (60) days’ notice prior to the end of the then-current committed Term.

6. Data Handling

6.1 Customer Data Ownership. As between the Parties, Customer owns all right, title, and interest in and to Customer Data. NW acquires no ownership interest in Customer Data.

6.2 NW Processing Rights. Customer grants NW a limited, worldwide, non-exclusive license during the Term to access, host, store, transmit, process, and display Customer Data solely to (a) provide the Services to Customer, (b) prevent or address service, security, or technical issues, (c) enforce this Agreement, and (d) comply with law or legal process.

6.3 Use of Customer Data; No Training on Raw Customer Content. NW will store, process, and access Customer Data only to the extent reasonably necessary to (a) provide Customer the Services, (b) create System Data to improve the Platform, and (c) carry out NW’s other obligations and rights under this Agreement. NW shall not use the raw content of Customer Data, Customer’s Personal Data, or Customer’s Confidential Information to train, fine-tune, or otherwise improve any machine-learning or artificial-intelligence model that is made available to any other customer or third party. Tenant-scoped fine-tunes, embeddings, retrieval indexes, or memory artifacts derived from Customer’s data and made available only to Customer within Customer’s own tenant are not a breach of this §6.3, provided the resulting artifact is never made available to any other customer or third party. System Data is governed by §6.4 and the definition in §1.17.

6.4 Data Anti-Sale Commitment; NW’s Rights in System Data.

Permitted Uses of System Data. NW may collect, use, retain, internally process, share, and commercialize System Data (as defined in §1.17) for security, product, and operations management, for research and development, for the protection of NW’s customers and the broader cybersecurity community (including threat-intelligence sharing under §6.4(e)(ii) and threat-intelligence commercialization under §6.4(e)(v)), and to improve the Platform. As between the Parties, NW owns System Data and all derivatives, consistent with §8.1.
Absolute No-Sale of Customer Data and Personal Data. NW will not sell, share, rent, lease, license, transfer for value, monetize, or otherwise make Customer Data or Customer’s Personal Data — in raw, derived, aggregated, anonymized, pseudonymized, or any other form, whether standalone or bundled with other content or services — available to any third party in exchange for monetary or other valuable consideration. As used in this §6.4, the terms “sell” and “share” carry the broadest meaning given to those terms under any applicable privacy law, including (without limitation) the California Consumer Privacy Act of 2018 as amended by the California Privacy Rights Act of 2020 (“CCPA/CPRA”), the Colorado Privacy Act, the Virginia Consumer Data Protection Act, and any successor, equivalent, or analogous statute. This prohibition applies regardless of whether the recipient would itself be permitted to use the data lawfully and is not relaxed by any de-identification, aggregation, or transformation of Customer Data or Customer’s Personal Data.
No Data Brokerage, No Ad-Tech, No Profiling-for-Commerce. NW will not (i) make Customer Data, Customer’s Personal Data, or System Data available to any data broker, data exchange, advertising network, advertising or marketing-technology platform, ad-targeting provider, audience network, lookalike-modeling service, or commercial data aggregator; (ii) use Customer Data, Customer’s Personal Data, or System Data to deliver advertising to any individual or to enable any third party to do so; or (iii) use Customer Data, Customer’s Personal Data, or System Data to target, profile, score, or rank any individual for commercial, marketing, employment-decisioning, credit-decisioning, or insurance-underwriting purposes outside the scope of providing the Services to Customer.
No Identification of Customer or Individuals. NW will not use System Data to identify Customer or any individual associated with Customer, and will not incorporate Customer Personal Data into any improvement, model, threat-intelligence artifact, or other output made available to any party other than Customer within Customer’s own tenant.
Narrow Permitted Carve-Outs. §§6.4(b) and 6.4(c) do not prohibit, and §6.4(a) expressly permits, the following — each subject to the identification limits in §6.4(d):
1. Service Providers and Subprocessors. Disclosure to NW’s service providers and subprocessors who are bound by written contract to (A) use the data only to provide services to NW, (B) not sell or share the data, and (C) not use the data for their own commercial purposes — consistent with the “service provider” definition under CCPA/CPRA and analogous concepts under other privacy laws. NW’s subprocessor list is published in the DPA and updated in accordance with the DPA.
2. Non-Commercial Threat-Intelligence Sharing. Sharing of System Data in scrubbed or aggregated form (i.e., with Customer identity and Customer-specific content removed) with security partners, Information Sharing and Analysis Centers (ISACs), Information Sharing and Analysis Organizations (ISAOs), CERTs/CSIRTs, government cybersecurity authorities, academic security researchers, and the security research community, for no monetary or other valuable consideration, for the protection of NW’s customers and the broader cybersecurity community.
3. Legal and Regulatory Disclosure. Disclosures required by law, regulation, subpoena, court order, or other legal process, subject to the compelled-disclosure procedures in §9.3.
4. Corporate Transaction. Disclosure to a successor or acquirer in connection with a merger, acquisition, reorganization, financing, due-diligence review, or sale of all or substantially all of NW’s assets, provided that (A) the successor or acquirer is bound by confidentiality obligations at least as protective as those in §9 prior to disclosure, and (B) on closing, the successor assumes NW’s obligations under this Agreement in writing.
5. NW Threat-Intelligence and Security Products. NW expressly reserves the right to develop, package, distribute, license, and commercialize threat-intelligence feeds, indicator-of-compromise catalogs, attack-pattern libraries, vulnerability and misconfiguration analytics, detection content, security-research publications, benchmark and prevalence data, and other security-purpose products and services (collectively, “NW Threat Intelligence Products”) that are derived from System Data, whether such products are offered to NW’s own customers as part of a tier or add-on, to other security vendors, to MSSPs, to insurers for cybersecurity-underwriting purposes, or to any other recipient. NW Threat Intelligence Products are subject to all of the following:
  1. the underlying data is System Data only — no raw content of Customer Data and no Customer’s Personal Data is included or made retrievable;
  2. Customer identity and Customer-specific content are removed prior to inclusion;
  3. the product is, in substance, a security-purpose offering — not a general-purpose data product, not a data-brokerage offering, not a marketing or advertising dataset, and not a commercial scoring service of the kind prohibited by §6.4(c)(iii); and
  4. the §6.4(d) identification limits are observed.
Use Inside NW’s Products Is Not a Sale. NW’s use of System Data inside the Platform, in detection improvements, in models served back to NW’s customers, in NW Threat Intelligence Products distributed under §6.4(e)(v), in customer-benefit reports, in roadmap planning, and in research publications that do not identify Customer is not a “sale” or “share” of Customer Data or Customer’s Personal Data for purposes of §§6.4(b) and 6.4(c).
Audit on Request. Once per calendar year (absent a material privacy or security incident), Customer may submit a written questionnaire to NW asking NW to describe, in reasonable detail, the categories of recipients (if any) with which NW has shared or distributed System Data under §6.4(e) during the prior twelve (12) months, and the scrub and identification controls applied. NW will respond within thirty (30) days, subject to confidentiality protections.

6.5 Data Processing Addendum. The DPA at https://necessityworks.com/legal/dpa is incorporated into this Agreement by reference and governs NW’s processing of Personal Data on Customer’s behalf. In the event of a conflict between this Agreement and the DPA, the DPA controls with respect to matters of data protection.

6.6 Business Associate Agreement. Where Customer is a Covered Entity or Business Associate under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and Customer provides NW with Protected Health Information, the BAA at https://necessityworks.com/legal/baa is incorporated into this Agreement by reference and governs NW’s handling of such information.

6.7 Security Addendum. NW’s Security Addendum at https://necessityworks.com/legal/security-addendum describes the technical and organizational measures NW maintains to protect Customer Data. NW will not materially weaken these measures during the Term.

6.8 AI Services Supplement. Where Customer uses AI-enabled features of the Platform (including without limitation the MAAV AI assistant), the AI Services Supplement at https://necessityworks.com/legal/ai-supplement applies and is incorporated by reference.

6.9 Data Location. Customer may specify the region(s) in which Customer Data is processed, as set forth in the applicable Order Form or Service Description. NW will not transfer Customer Data outside of Customer’s specified region(s) except as necessary to comply with law or as expressly authorized by Customer.

6.10 Data Portability and Deletion.

During the Term, Customer may export Customer Data in machine-readable format at any time using the Platform’s export features, as described in the Documentation.
Upon termination or expiration of the Term, NW will (i) make Customer Data available for export for thirty (30) days after the effective date of termination, and (ii) thereafter delete or anonymize Customer Data within sixty (60) days, except where retention is required by law. NW will provide written certification of deletion upon Customer’s request.

6.11 AI Output Risk Allocation — Stand-Alone in this Agreement. Independent of the AI Services Supplement, Customer expressly acknowledges and agrees that:

AI Output Will Sometimes Be Wrong. The Platform makes extensive use of large-language models, machine-learning classifiers, and other AI/ML technology to produce summaries, recommendations, mappings, classifications, code, configurations, threat analyses, compliance artifacts, and conversational responses (collectively, “AI Output”). AI Output is generated by probabilistic models that will, in identifiable and recurring ways, produce outputs that are inaccurate, fabricated (hallucinated), incomplete, out-of-date, biased, inconsistent, or otherwise unreliable, often presented in a confident and well-formatted manner that does not signal the unreliability.
AS-IS, No Warranty of Accuracy. AI Output is provided “AS IS” and “AS AVAILABLE.” NW disclaims all warranties that AI Output is accurate, complete, reliable, current, bias-free, fit for any particular purpose, or suitable as the basis for any decision. The Service Description conformance warranty in §10.2(a) and the Professional Services workmanship warranty in §10.2(b) apply to the availability and behavior of the AI features as a system, not to the truth or accuracy of any specific AI Output.
Customer’s Verification Obligation. AI Output is decision-support, not a decision. Customer is solely responsible for verifying AI Output before acting on it for any purpose that could result in loss, harm, regulatory violation, or operational impact. Customer will apply meaningful human review by a qualified person before any material action.
No Reliance for Professional Decisions. AI Output is not, and Customer will not treat AI Output as, legal, medical, financial, regulatory, or other professional advice. AI Output is not a substitute for qualified counsel, licensed practitioner, certified accountant, qualified auditor, or accountable risk owner.
No Reliance for High-Stakes Decisions Without Human Review. Customer will not use AI Output as the sole basis for any decision that produces legal effects concerning an individual or similarly significantly affects an individual (including credit, employment, housing, insurance, healthcare, education, law enforcement, or immigration decisions) without meaningful human review.
In-Product Acknowledgment. As a condition of access to AI features, Customer’s Authorized Users may be required to click-accept an in-product AI Risk Acknowledgment restating §§(a)–(e) above. NW logs the acceptance event. Customer is responsible for ensuring that all of its Authorized Users complete the Acknowledgment before substantive AI use.
Indemnification by Customer. In addition to §11.2, Customer will defend, indemnify, and hold harmless NW from third-party claims to the extent arising from (i) Customer’s reliance on AI Output without the verification required by §6.11(c), (ii) Customer’s use of AI Output as legal, medical, financial, regulatory, or other professional advice in violation of §6.11(d), (iii) Customer’s use of AI Output as the sole basis for a high-stakes decision in violation of §6.11(e), or (iv) Customer’s failure to make a disclosure of AI use required by law applicable to Customer. Customer’s indemnification obligation under this §6.11(g) does not apply to the portion of any claim arising from NW’s own breach of this Agreement, NW’s gross negligence, or NW’s willful misconduct, and any award or settlement will be allocated on a comparative-fault basis where multiple causes contribute to the claim.
Liability Allocation. Notwithstanding §12, NW will have no liability for losses arising from Customer’s reliance on AI Output without verification meeting §6.11(c) or for losses arising from Customer’s use of AI Output as the sole basis for high-stakes decisions in violation of §6.11(e). Any remaining AI-related liability is subject to §12 (aggregate cap and super-caps), with the sole exception that NW’s breach of the no-AI-training restriction in §6.3 remains uncapped per §12.3(h).

This §6.11 is a fundamental allocation of risk reflected in the fees Customer pays. It is independent of, and survives any conflict with, the AI Services Supplement and any in-product disclosures.

7. Security

7.1 Security Program. NW will maintain an information-security program consistent with industry standards that includes administrative, physical, and technical safeguards designed to protect Customer Data against unauthorized access, disclosure, alteration, and destruction. The program includes, at a minimum, the controls set forth in the Security Addendum.

7.2 Certifications. NW will maintain the certifications specified in the Security Addendum, which may include, over time, SOC 2 Type II, ISO/IEC 27001, and HITRUST. NW will make available, on Customer’s written request and subject to reasonable confidentiality obligations, a copy of its most recent SOC 2 Type II report or equivalent.

7.3 Security Incident Notification. NW will notify Customer without undue delay, and in no event later than forty-eight (48) hours after confirmation of a Security Incident affecting Customer Data or Personal Data. The notification will include, to the extent known: the nature of the incident, the categories of data affected, the remediation steps taken or planned, and a point of contact. “Security Incident” has the meaning given in the DPA.

7.4 Audit. Customer may audit NW’s compliance with its security obligations by (a) reviewing NW’s then-current SOC 2 Type II report and other certifications, and (b) submitting written questionnaires (no more than once per calendar year, absent a material Security Incident). Additional on-site or independent-auditor audits are permitted only following a confirmed material Security Incident affecting Customer Data, at Customer’s expense, on at least thirty (30) days’ prior written notice, during business hours, under reasonable confidentiality obligations.

8. Intellectual Property

8.1 NW IP. NW and its licensors retain all right, title, and interest in and to the Platform, Documentation, NW’s pre-existing intellectual property, System Data, and all improvements, enhancements, and derivative works of the foregoing. No rights are granted to Customer except as expressly set forth in this Agreement.

8.2 Customer IP. Customer and its licensors retain all right, title, and interest in and to Customer Data and Customer’s pre-existing intellectual property. No rights are granted to NW except as expressly set forth in this Agreement.

8.3 Feedback. Customer grants NW a perpetual, irrevocable, worldwide, royalty-free, sublicensable, non-exclusive license to use Feedback for any purpose, including incorporating Feedback into the Platform. NW is under no obligation to attribute Feedback to Customer or to compensate Customer for Feedback.

8.4 Third-Party Materials. The Platform may incorporate or interoperate with third-party software, services, or data (“Third-Party Materials”). Third-Party Materials are governed by their own terms, which will be identified in the applicable Service Description or Documentation. NW makes no warranty and has no liability with respect to Third-Party Materials except to the extent NW has directly contracted for them and has agreed to flow down specific warranties.

9. Confidentiality

9.1 Obligations. Each Party, as Recipient, shall (a) use Discloser’s Confidential Information solely to perform its obligations or exercise its rights under this Agreement, (b) protect Discloser’s Confidential Information with at least the same degree of care it uses to protect its own Confidential Information of similar sensitivity (and in no event less than reasonable care), and (c) disclose Confidential Information only to its Representatives who need access for the Purpose and who are bound by confidentiality obligations at least as protective as those in this Agreement. Each Party is responsible for any breach of this Agreement by its Representatives.

9.2 Exceptions. Confidentiality obligations do not apply to information that the Recipient can demonstrate by competent written evidence was (a) in its lawful possession without confidentiality obligation before receipt, (b) publicly available through no act or omission of Recipient, (c) lawfully obtained from a third party not under a duty of confidentiality to Discloser, or (d) independently developed by Recipient without use of Discloser’s Confidential Information.

9.3 Compelled Disclosure. If Recipient is compelled by law, subpoena, regulation, or court order to disclose Confidential Information, Recipient will, to the extent legally permitted, give Discloser prompt written notice and reasonably cooperate with Discloser’s efforts (at Discloser’s expense) to obtain a protective order or other appropriate remedy. Recipient will disclose only the minimum Confidential Information legally required.

9.4 Term. Confidentiality obligations survive for five (5) years after the date of disclosure, except that obligations with respect to Confidential Information that constitutes a trade secret survive for so long as the information remains a trade secret under applicable law.

9.5 Residual Knowledge. Nothing in this Agreement grants either Party a license or right to use the other Party’s Confidential Information for its own benefit, including through retention in the unaided memory of its Representatives.

10. Warranties

10.1 Mutual Warranties. Each Party represents and warrants that (a) it has the legal power and authority to enter into this Agreement, (b) execution and performance of this Agreement does not conflict with any other agreement to which it is a party, and (c) it will comply with all laws applicable to its performance.

10.2 NW Warranties. NW represents and warrants that:

Service Conformity. The Platform will materially conform to the applicable Service Description during the Subscription Term.
Professional Services. Professional Services will be performed in a professional and workmanlike manner by qualified personnel using reasonable care and skill.
No Knowingly-Introduced Malware. NW will not knowingly introduce malicious code (including viruses, worms, Trojan horses, or time bombs) into the Platform.
Open Source. To NW’s knowledge, no open-source software component of the Platform imposes on Customer any obligation to license, disclose, or make available in source form any of Customer’s software or data.

10.3 NW Remedy for Warranty Breach. For breach of §10.2(a) (Service Conformity), Customer’s exclusive remedy is (i) NW’s use of commercially reasonable efforts to correct the non-conformity; (ii) if NW cannot correct within thirty (30) days, termination of the affected Order Form and a pro-rata refund of pre-paid, unused fees attributable to the non-conforming Services. For breach of §10.2(b) (Professional Services), Customer’s exclusive remedy is re-performance; if re-performance fails, a refund of fees paid for the non-conforming Professional Services.

10.4 Customer Warranties. Customer represents and warrants that (a) it has the right to transmit Customer Data to the Platform and to grant NW the license in §6.2, and (b) its use of the Platform complies with the AUP, this Agreement, and applicable law.

10.5 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN §10.2, THE PLATFORM AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” NW DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, QUIET ENJOYMENT, AND ANY WARRANTY THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. NW DOES NOT WARRANT THAT THE PLATFORM WILL MEET CUSTOMER’S SPECIFIC REQUIREMENTS.

WITH RESPECT TO AI OUTPUT SPECIFICALLY (PER §6.11), NW DISCLAIMS ALL WARRANTIES OF ACCURACY, COMPLETENESS, RELIABILITY, CURRENCY, BIAS-FREEDOM, AND FITNESS FOR ANY PURPOSE. AI OUTPUT MAY HALLUCINATE, FABRICATE, MISCLASSIFY, MISSTATE, OMIT MATERIAL FACTS, OR OTHERWISE BE WRONG IN WAYS THAT ARE NOT ALWAYS APPARENT FROM THE OUTPUT ITSELF. CUSTOMER’S RELIANCE ON AI OUTPUT WITHOUT VERIFICATION IS AT CUSTOMER’S SOLE RISK. NO STATEMENT, DEMONSTRATION, MARKETING MATERIAL, OR PRODUCT-UI ELEMENT CREATES A WARRANTY OF AI OUTPUT ACCURACY.

11. Mutual Indemnification

11.1 NW Indemnification. NW will defend Customer against any third-party claim that the Platform, as provided by NW and used by Customer in accordance with this Agreement, infringes or misappropriates a third party’s U.S. patent, copyright, trademark, or trade secret (an “IP Claim”), and will pay the amount of any adverse final judgment or settlement approved by NW.

NW’s obligations under this §11.1 do not apply to any IP Claim to the extent arising from:

Customer Data or Customer’s or its Authorized Users’ use of the Platform in violation of this Agreement, the AUP, or applicable law;
combination of the Platform with products, services, data, or technology not provided or authorized by NW, where the IP Claim would not have arisen but for the combination;
modification of the Platform by anyone other than NW, where the IP Claim would not have arisen but for the modification;
Customer’s continued use of the Platform after NW has notified Customer of a required modification or replacement, where use of the modified or replacement version would have avoided the IP Claim; or
Customer’s use of a beta, preview, evaluation, or no-charge version of the Platform.

Remedies Ladder. If the Platform becomes, or in NW’s reasonable opinion is likely to become, the subject of an IP Claim, NW may, at its option and expense: (i) procure for Customer the right to continue using the Platform, (ii) modify the Platform to make it non-infringing while preserving substantially equivalent functionality, (iii) replace the affected component with non-infringing functionality, or (iv) if none of the foregoing is commercially reasonable, terminate the affected Order Form and refund to Customer a pro-rata portion of pre-paid, unused fees. This §11.1 sets forth NW’s sole and exclusive liability, and Customer’s sole and exclusive remedy, for IP Claims.

11.2 Customer Indemnification. Customer will defend NW against any third-party claim arising from (a) Customer Data or its use, (b) Customer’s or its Authorized Users’ use of the Platform in violation of this Agreement, the AUP, or applicable law, (c) Customer’s breach of its representations or warranties, or (d) a dispute between Customer and an Authorized User, End Customer, or other third party that received services from Customer that were enabled by the Platform. Customer will pay the amount of any adverse final judgment or settlement approved by Customer.

11.3 Procedure. The indemnified Party will (a) promptly notify the indemnifying Party in writing of the claim (delay reduces indemnification obligations only to the extent the indemnifying Party is prejudiced), (b) give the indemnifying Party sole control of the defense and settlement (provided that the indemnifying Party will not settle any claim that imposes a non-monetary obligation on the indemnified Party or an admission of wrongdoing without the indemnified Party’s prior written consent, not to be unreasonably withheld), and (c) provide reasonable cooperation at the indemnifying Party’s expense.

12. Limitation of Liability

12.1 Excluded Damages. EXCEPT FOR THE CARVE-OUTS IN §12.3, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, LOSS OF GOODWILL, OR LOSS OR CORRUPTION OF DATA, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Aggregate Cap. EXCEPT FOR THE CARVE-OUTS IN §12.3, EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO NW UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

12.3 Cap Exceptions. The cap in §12.2 does not apply to:

Customer’s payment obligations under §5;
a Party’s indemnification obligations under §11;
a Party’s breach of confidentiality obligations under §9, except that any liability arising from a breach of §9 that relates to Customer Data or Customer’s Personal Data remains subject to the §12.2 aggregate cap;
Customer’s breach of the use restrictions in §2.4;
a Party’s gross negligence, willful misconduct, or fraud;
a Party’s infringement or misappropriation of the other Party’s intellectual property rights (for clarity, not including claims of infringement that are the subject of the IP Claim indemnification in §11.1, which is capped as an exclusive remedy);
any liability that cannot be excluded or limited under applicable law; and
NW’s breach of §6.3 (Use of Customer Data; No Training on Raw Customer Content).

For the avoidance of doubt, except as set forth in §12.3(h), NW’s liability for breach of its data-protection and security obligations under §§6 and 7 — including any Security Incident caused by NW’s breach — is subject to the §12.2 aggregate cap.

12.4 Essential Basis of the Bargain. The Parties acknowledge that the liability exclusions and caps in this §12 are an essential element of the bargain and that the fees reflect the allocation of risk; absent these limitations, the fees would be materially different.

13. Term and Termination

13.1 Term and Auto-Renewal.

Term and Cancellation. This Agreement commences on the Effective Date and continues until terminated in accordance with this §13 or until all Order Forms have expired or been terminated (whichever is later). Each Order Form has its own Subscription Term, as defined in §1.14:
1. Month-to-Month Subscriptions. A month-to-month subscription renews automatically at the end of each calendar month. Either Party may cancel a month-to-month subscription effective the end of the then-current billing period by giving written notice at any time during that period. Cancellation by Customer may also be effected via a Platform self-service cancellation control where one is provided. NW will not refund fees for the then-current billing period upon cancellation unless required by law or expressly stated in the Order Form.
2. Committed Terms. A committed Term of one (1) year or more renews automatically for successive Renewal Terms of one (1) year (or the length of the prior Term, if shorter), unless either Party gives at least sixty (60) days’ written notice of non-renewal prior to the end of the then-current Term.
Renewal Reminder (Committed Terms only). For committed Terms of one (1) year or more, NW will send Customer a written reminder of the upcoming Renewal Term (and Customer’s opportunity to non-renew) at least ninety (90) days and again at least thirty (30) days before the end of the then-current Term, to the email address Customer has designated for billing or legal notices. Failure of NW to send a reminder does not by itself void a Renewal Term, but it is a factor weighing in favor of granting a release under §13.1(c). For month-to-month subscriptions, the monthly invoice constitutes Customer’s notice of the upcoming billing period and Customer’s opportunity to cancel under §13.1(a)(i).
Good-Faith Release for Material Non-Use (Committed Terms only). NW operates on the principle that Customer should not be locked into a committed Renewal Term it did not want and is not using. This §13.1(c) applies only to Subscription Terms of one (1) year or more. Customers on month-to-month subscriptions may cancel under §13.1(a)(i) and do not need this provision.
1. Eligibility. A Customer on a committed Term that has auto-renewed under §13.1(a)(ii) may, within thirty (30) days after the Renewal Term’s effective date, request a Material Non-Use Release by sending written notice to billing@necessityworks.com identifying the Order Form and the basis for the request. NW will grant the release if, for the ninety (90) days immediately preceding the Renewal Term’s effective date, Customer’s usage of the Services under the affected Order Form fell below the Material Non-Use Threshold.
2. Material Non-Use Threshold. Unless a Service Description specifies a different threshold for a module, “Material Non-Use” means that, across the affected Order Form, fewer than ten percent (10%) of provisioned Authorized Users logged in to the Platform, and aggregate Platform activity (events ingested, queries executed, AI interactions, or equivalent module-specific usage signal) fell below ten percent (10%) of the trailing twelve-month average for that Customer. NW reserves the right to define and publish more specific Material Non-Use thresholds per module in the applicable Service Description; the more specific threshold controls where it exists.
3. Effect of Release. On grant of a Material Non-Use Release, NW will (A) terminate the Order Form effective the Renewal Term’s effective date, (B) refund to Customer all pre-paid Renewal Term fees, less any fees attributable to actual usage during the thirty (30) days after renewal up to the date of the release request, and (C) confirm the release in writing.
4. One Per Subscription Term. A Customer may exercise §13.1(c) at most once per Order Form per Renewal Term. A grant of release under this §13.1(c) does not require NW to honor a subsequent release request against a later renewal that itself meets the threshold; each request is evaluated on its own ninety-day usage window.
5. Disqualifying Conditions. §13.1(c) does not apply where (A) Customer is in material breach of payment obligations under §5 or use restrictions under §2.4 as of the renewal date; (B) Customer’s apparent non-use is the result of Customer’s own action (e.g., disabling integrations or suspending Authorized Users to manufacture eligibility); or (C) the affected Order Form is for fixed-fee Professional Services or one-time fees (which are governed by §§4 and 5 and are not auto-renewing).
Good Faith. NW administers §13.1(c) in good faith. Customer’s apparent eligibility is not disqualified by minor technical or de minimis usage. Disputes about eligibility are resolved by reference to NW’s usage logs, which Customer may inspect on reasonable request.

13.2 Termination for Cause. Either Party may terminate this Agreement or any Order Form for cause upon thirty (30) days’ written notice if the other Party materially breaches this Agreement or the Order Form and fails to cure the breach within the thirty-day notice period. For a breach that is not capable of cure (e.g., a disclosure of trade-secret Confidential Information), the non-breaching Party may terminate immediately upon written notice.

13.3 Termination for Insolvency. Either Party may terminate this Agreement immediately upon written notice if the other Party (a) becomes insolvent, (b) makes an assignment for the benefit of creditors, (c) files or has filed against it any bankruptcy petition that is not dismissed within sixty (60) days, or (d) ceases or threatens to cease doing business.

13.4 Termination for Non-Payment. NW may terminate an Order Form for Customer’s failure to pay any undisputed invoice if Customer fails to cure within the applicable notice period:

Month-to-Month Subscriptions: fifteen (15) days’ written notice; or
Committed Terms: thirty (30) days’ written notice.

The notice period runs from NW’s delivery of the non-payment notice to Customer at the billing notice address.

13.5 Suspension. NW may suspend Customer’s access to the Services, in whole or in part, without liability, if (a) Customer’s use poses a material security risk to the Platform, NW’s other customers, or any third party; (b) Customer materially breaches §2.4 (Restrictions) or the AUP; (c) Customer fails to pay an undisputed invoice within thirty (30) days of the due date; or (d) suspension is required by law or legal process. NW will give Customer notice of suspension as promptly as is reasonable under the circumstances.

13.6 Effect of Termination.

All rights granted to Customer under this Agreement terminate, and Customer will cease all use of the Platform.
NW will make Customer Data available for export for thirty (30) days after the effective date of termination and will delete or anonymize Customer Data within sixty (60) days thereafter, except as required by law (see §6.10).
If termination is by Customer under §13.2 (NW’s uncured breach) or is due to NW’s exercise of its remedy under §11.1(iv), NW will refund to Customer a pro-rata portion of pre-paid, unused fees.
If termination is by NW under §§13.2, 13.3, 13.4, or 13.5, Customer will pay all fees accrued through the effective date of termination plus, where Customer was obligated to pay annual fees in advance, any remaining committed fees for the Initial Term or then-current Renewal Term.
Survival. §§1, 2.4, 5.3, 5.4, 6.1, 6.10, 8, 9, 10.5, 11, 12, 13.6, 14, 17, and 18 survive termination.

14. Compliance and Regulatory

14.1 Export Controls. Each Party will comply with all applicable U.S. and foreign export-control, economic-sanctions, and trade laws. Customer represents that Customer, its Authorized Users, and the intended end-use of the Platform are not prohibited under such laws.

14.2 Anti-Corruption. Each Party will comply with the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act 2010, and all other applicable anti-corruption and anti-bribery laws.

14.3 Anti-Money Laundering. Each Party will comply with all applicable anti-money-laundering laws.

14.4 U.S. Government End Users. The Platform is a “commercial computer software” and “commercial computer software documentation” as defined in 48 C.F.R. 2.101. U.S. Government end users acquire the Platform with only those rights set forth in this Agreement, consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202.

15. Insurance

During the Term, NW will maintain, at its own expense, insurance coverage appropriate for the Services, including:

Commercial General Liability with limits of not less than $1,000,000 per occurrence and $2,000,000 aggregate;
Technology Errors & Omissions / Cyber Liability with limits of not less than $1,000,000 per claim and aggregate. NW will, upon request and at Customer’s reasonable cost (or as negotiated in the Order Form), provide an excess endorsement or certificate of increased coverage for deals that require it;
Workers’ Compensation as required by law; and
such other insurance as is commercially reasonable for an enterprise SaaS provider.

NW will provide Customer with a certificate of insurance on request and will give Customer reasonable notice of cancellation or material change in coverage.

16. Publicity and Trademarks

16.1 Publicity. Customer agrees that NW may reference and use Customer’s name in NW marketing and promotional materials, including, but not limited to, NW’s website, solely for the purpose of identifying Customer as an NW customer. Otherwise, neither Party may use the trade names, trademarks, service marks, or logos of the other Party without the express written consent of the other Party.

17. Notices

Notices under this Agreement must be in writing and delivered by (a) personal delivery, (b) nationally recognized overnight courier, or (c) email with confirmed receipt to the contact address designated for legal notices.

Notices to NW must be sent to: NecessityWorks, Inc., 2810 N Church St #550982, Wilmington, DE 19802-4447, Attn: Legal, with a copy to legal@necessityworks.com.

Notices to Customer must be sent to (a) the contact address(es) Customer designated in the applicable Order Form for legal or billing notices, or (b) in the absence of an Order Form (e.g., self-serve click-through), the account-of-record contact address logged at acceptance. Each Party may designate a different notice address by giving written notice to the other Party.

18. General Provisions

(a) Governing Law. This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules.

(b) Venue. The state and federal courts located in New Castle County, Delaware have exclusive jurisdiction over any dispute arising out of or relating to this Agreement, and the Parties consent to personal jurisdiction and venue in those courts.

(c) Pre-Suit Notice. Before initiating any litigation (other than for equitable relief), the claiming Party will give the other Party written notice describing the claim and will negotiate in good faith for at least thirty (30) days to resolve it.

(d) Equitable Relief. The Parties acknowledge that a breach of §§2.4, 6, 8, or 9 may cause irreparable harm for which monetary damages are inadequate. Either Party may seek injunctive relief and other equitable remedies, without bond or proof of actual damages, in addition to other remedies available at law or in equity.

(e) Force Majeure. Neither Party is liable for delay or failure of performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, pandemic, labor strike, failure of telecommunications or utility services, governmental action, or denial-of-service attacks not attributable to the affected Party’s negligence.

(f) Assignment. Neither Party may assign this Agreement or any rights or obligations under it without the other Party’s prior written consent, except that either Party may assign this Agreement without consent to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided that the successor is not a direct competitor of the non-assigning Party and assumes the assigning Party’s obligations in writing.

(g) Independent Contractors. The Parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, employment, or fiduciary relationship.

(h) Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable while preserving its intent; if modification is not possible, the provision will be severed and the remainder of this Agreement will continue in effect.

(i) No Waiver. No failure or delay in exercising any right under this Agreement constitutes a waiver of that right. Any waiver must be in writing and signed by the waiving Party.

(j) Third-Party Beneficiaries. This Agreement does not create any rights in third parties, except that (i) NW’s Affiliates and subcontractors are intended third-party beneficiaries of the disclaimers and liability limitations in §§10.5, 12, and 11, and (ii) Customer’s Affiliates are intended third-party beneficiaries of the grants in §§2.1 and 2.3.

(k) Entire Agreement. This Agreement, together with all Order Forms, SOWs, the DPA, BAA, Security Addendum, AI Services Supplement, AUP, and Service Descriptions, constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior or contemporaneous communications, including any click-through Terms of Service previously accepted by Customer with respect to the Platform.

(l) Amendment. This Agreement may be amended only by a written instrument signed by both Parties. NW may update the DPA, BAA, Security Addendum, AI Services Supplement, AUP, and Service Descriptions in accordance with subsection (m).

(m) Changes to Referenced Documents.

Default — URL Incorporation. Except as provided in §18(m)(ii), NW may update the referenced policies and service documents (DPA, BAA, Security Addendum, AI Services Supplement, AUP, SLA, and Service Descriptions) from time to time to reflect (A) changes in law, (B) changes to the Platform, or (C) NW’s operational requirements. NW will notify Customer of material adverse changes at least thirty (30) days before they take effect. If a material adverse change reduces Customer’s rights or imposes material new obligations, Customer may, as its sole remedy, terminate the affected Order Form on written notice within thirty (30) days and receive a pro-rata refund of pre-paid, unused fees.
Optional Version-Lock via Order Form. If an Order Form expressly attaches a specific version of a Referenced Document as a numbered Exhibit (e.g., “Exhibit A — DPA v1.2 dated [date]”), then for the Subscription Term of that Order Form the attached version controls with respect to that Order Form, and §18(m)(i) does not authorize NW to unilaterally update the attached version. NW may, but is not required to, offer Customer the option to adopt a later version mid-Term by written agreement.
Service Descriptions. For clarity and consistent with §1.12, the Service Description in effect on each Order Form’s effective date governs that Order Form for its Subscription Term, regardless of whether §18(m)(ii) is invoked.

(n) Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is an original and all of which together constitute one agreement. Electronic signatures have the same force and effect as original signatures.

(o) No Click-Through Conflict. If Customer or any Authorized User accepts any click-through or browsewrap terms in connection with use of the Platform, those terms do not amend this Agreement and, to the extent they conflict, this Agreement controls.

(p) Order of Precedence. In the event of a conflict among documents forming part of this Agreement, the following order of precedence applies (from highest to lowest):

An Order Form, SOW, or amendment signed by both Parties that expressly references and modifies a specific provision of another document;
BAA (for HIPAA-regulated data);
DPA;
This Agreement;
Security Addendum;
AI Services Supplement;
AUP;
SLA;
Service Descriptions;
Documentation.

ACCEPTANCE

This Agreement does not require a wet or electronic signature. Customer accepts and is bound by this Agreement by any of the means described in the “How this Agreement is accepted” section at the top of this document and reflected in the definition of “Customer” and “Effective Date” above. NW logs each acceptance event with the accepting account, timestamp, IP address, and the version hash of this Agreement.

For NW: NecessityWorks, Inc., a Delaware corporation. NW’s published acceptance of this Agreement is evidenced by publication of this Agreement at the URL identified at the top of this document and by NW’s continued provision of the Platform.

For Customer: Acceptance is evidenced by the click-through, Order Form, or use event in NW’s records.

Signed Counterpart (Optional). A Customer that requires a signed counterpart may request one in writing to legal@necessityworks.com. A signed counterpart will recite the version of this Agreement that Customer is accepting, will be counter-signed by an authorized signatory of NW, and will be evidentiary only — it does not modify the substantive terms of this Agreement. Any modification of substantive terms requires a separately executed written amendment that expressly identifies the provisions being modified.