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Platform Agreement

Updated
August 4, 2026
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This RunSybil Platform Agreement (together with all Service Orders entered into hereunder, the “Agreement”) is dated as of the last signature below (“Effective Date”) and entered into by RunSybil Corp. (“RunSybil”) and Corridor (“Client”). Capitalized terms used but not defined shall have the meanings given to them in Section 16 of this Agreement. In consideration of the mutual promises herein, the Parties agree as follows:

1. Services

1.1 Services. RunSybil will provide the services specified in a mutually executed Service Order (“Services”) in accordance with the terms of this Agreement. Client expressly agrees that RunSybil's obligation to commence performance of the Services under any Service Order is conditioned upon RunSybil's receipt of a countersigned Service Order containing terms and conditions in form and substance satisfactory to RunSybil, a sample of which is attached as Exhibit 1 hereto (which sample will be tailored on a per-Service Order basis). Each mutually executed Service Order is hereby incorporated herein by reference. RunSybil may use Affiliates, suppliers or subcontractors in connection with performing Services but shall remain responsible for the performance of the foregoing. At its cost Client will obtain and maintain any equipment and ancillary services needed to access or use the Services, including hardware, servers, software and operating systems. Client will reasonably cooperate with RunSybil in connection with the Services, including by (a) providing accurate, current and complete registration information to RunSybil at all times during the Term, (b) appointing a primary point of contact for RunSybil who has authority to act on Client's behalf in connection with this Agreement and (c) providing Client Materials as RunSybil deems reasonably necessary to timely perform Services.

1.2 RunSybil Technology. Except as expressly authorized in writing by RunSybil, Client will not, and will not permit any other person to:

  1. modify, copy, display, perform, create derivative works from, or distribute RunSybil Technology;
  2. resell, rent, market, license or sublicense, distribute or grant to a third party any right to access or use RunSybil Technology;
  3. seek to access or use RunSybil Technology without authorization, including other than through an interface provided by RunSybil;
  4. attempt to monitor, test, probe or scan RunSybil Technology, including to ascertain Vulnerabilities or breach security or authentication measures;
  5. access or use RunSybil Technology in violation of any law, regulation, rule, order, treaty or ordinance;
  6. distribute, store or transmit via RunSybil Technology any inappropriate, infringing or unlawful data or content;
  7. distribute, store or transmit via RunSybil Technology any virus, Trojan horse, worm or other content that may be harmful to RunSybil, the Services or other customers or users;
  8. interfere with any part of RunSybil Technology;
  9. interfere with any third party's access or use of RunSybil Technology;
  10. decompile, disassemble, translate or otherwise reverse engineer or attempt to derive the source code or models underlying the technologies for the Services or RunSybil Technology or any portion thereof;
  11. take any action that may cause an unreasonable or disproportionately excessive load on RunSybil's systems;
  12. frame any portion of the Services; or
  13. tamper with any Intellectual Property Right attribution or other proprietary notice in or on RunSybil Technology.

2. Account

Client shall establish an organizational account and designate at least one account administrator responsible for managing Client's account, including creating and disabling sub-accounts for Authorized Users and assigning access permissions. Client shall ensure that each Authorized User's login credentials are unique to that individual and are not shared among multiple individuals. Client is responsible for maintaining the confidentiality and security of all account credentials. Client shall promptly notify RunSybil of any known or suspected unauthorized access to or use of Client's account or any Authorized User's credentials and shall promptly disable access for any individual who is no longer authorized to access the RunSybil Technology. Client is responsible for all activity occurring under its account and all sub-accounts, whether or not authorized by Client. All acts and omissions of Authorized Users shall be deemed acts and omissions of Client for purposes of this Agreement.

3. Subscriptions

3.1 Subscription Plans. Client may purchase a subscription as specified in the applicable Service Order. Each subscription entitles Client to the bundle of Services, tests, and features described in the Service Order for the applicable Subscription Term.

3.2 Subscription Term. Unless otherwise specified in a Service Order, each subscription has an initial term of twelve (12) months commencing on the date specified in the Service Order (the “Subscription Term”). Each subscription will automatically renew for successive twelve (12)-month periods unless either Party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term. RunSybil may adjust the fees for any renewal Subscription Term upon at least thirty (30) days' prior written notice to Client before the commencement of such renewal term.

3.3 Usage. Each subscription includes specific usage entitlements (e.g., number of tests) as set forth in the applicable Service Order. Use of the Services in excess of the included entitlements will be subject to the fees specified in the Service Order or, if not specified, RunSybil's then-current standard pricing. Unused entitlements do not carry over to any subsequent Subscription Term unless the Service Order expressly provides otherwise. Client may upgrade its subscription during a Subscription Term, subject to payment of any incremental fees.

4. Grant of Rights, Intellectual Property

4.1 By RunSybil. RunSybil grants to Client, the non-exclusive, non-transferable, non-sublicensable, right to access and use the Services during the Term only for the purposes set out in a Service Order. Subject to the foregoing express limited license, RunSybil retains all rights, title and interest in and to the Services and RunSybil Technology and does not grant any other rights or licenses, including any implied licenses. RunSybil hereby assigns to Client all rights in and to the reports delivered to or downloaded by Client, other than preexisting RunSybil Technology therein or RunSybil logos thereon.

4.2 By Client. Client further grants to RunSybil a non-exclusive, non-transferable (except as permitted under Section 15.9), non-sublicensable (other than to contractors providing services to RunSybil or its Affiliates), fully paid-up and royalty-free license to use and process Client Materials to: (a) perform, support, and improve RunSybil's products and services; (b) maintain quality control and compliance records; and (c) make or support regulatory filings or responses relating to such Services. Client hereby assigns all Intellectual Property Rights in Feedback to RunSybil.

5. Client Data and Materials

5.1 Client Data. The Parties acknowledge and agree that (1) by providing Services, RunSybil, its Affiliates and agents will come into possession of certain Client data, and (2) without limiting Section 4.2, any processing of such data occurs at Client's direction and discretion. Client Materials may contain personally identifiable information of Client's employees, contractors, vendors, customers, representatives or agents, as if Client had transmitted the Client Materials to RunSybil itself. Client hereby represents and warrants that it has the authority to consent to RunSybil's use of, and access to, the Client Materials, including any informed consent required by data subjects within the Client Materials.

5.2 Data Protection Laws. The Parties agree that for the purposes of EU privacy laws, Client is the data controller and RunSybil shall, at all times under the Agreement, be the data processor. Client hereby represents and warrants that it understands the implications of such consents and that it has the authority to provide such consent. Client warrants and undertakes that it has complied with, and will at all times comply with, all applicable data protection laws and regulations in respect of any data (including personal data) that it provides to RunSybil and that it allows RunSybil to access or use in the provision of the Services.

6. Client Acknowledgments

Without limiting the other disclaimers in this Agreement, Client acknowledges and agrees that:

  1. Some Client Materials or other data may be changed temporarily as a result of the Services;
  2. Various activities under the Services may trigger alarms by intrusion detection systems;
  3. Excessive amounts of log messages may be generated by the Services, resulting in excessive log file disk space consumption or may lead to a response from relevant cybersecurity teams;
  4. The performance and throughput of Client's system(s) as well as the performance and throughput of associated routers and firewalls may be temporarily degraded by the Services;
  5. Client computer system(s) may hang or crash resulting in temporary system unavailability as a result of the Services;
  6. Client agrees to accept any and all risks associated with the Services;
  7. Client accepts all responsibility for the consequences of a system failure caused directly or indirectly by the Services;
  8. If Client requests a destructive testing option, and an appropriate vulnerability exists and is accessible from the Internet, then the system with the vulnerability will be disrupted by the testing and could require manual intervention by the Client to recover the system;
  9. In certain instances, systems owned or operated by a third party (“Third-Party Systems”) will be the subject of or otherwise related to testing hereunder, and Client will obtain and provide to RunSybil a signed letter from the owner of each Third-Party System authorizing RunSybil to provide Services that may involve or otherwise impact the Third-Party System and indicating the owner's acceptance of the terms of this authorization letter; and
  10. Client will facilitate the communication and exchange of information between the Third-Party System owner and RunSybil as requested by RunSybil.

7. Charges

7.1 Fees and Charges; Taxes. Client agrees to pay RunSybil the fees and charges as set forth in the applicable Service Order. Client will be responsible for any and all applicable taxes and like charges or surcharges (including excise, use, sales, value-added and other fees, surcharges and levies) payable by Client under this Agreement, other than Taxes based on RunSybil's net income.

7.2 Payment. Unless a Service Order provides otherwise, RunSybil may invoice Client for fees upon execution of the applicable Service Order. Invoices may be provided electronically. Payment of fees and charges is due within 30 days of invoice receipt. All fees and charges will be payable in United States dollars and are non-refundable, unless otherwise mutually agreed in writing.

7.3 Suspension. If Client fails to pay any undisputed fees within ten (10) days after the applicable due date, RunSybil may suspend performance of all or any portion of the Services until such fees are paid in full, without liability for any resulting delay or disruption. Such suspension shall not relieve Client of its payment obligations or extend any Service Order timeline.

8. Confidentiality

8.1 Confidential Information. As used herein, “Confidential Information” means non-public, proprietary or trade secret information, in any format, that a party, its Affiliates or agents (each, “Disclosing Party”) provides to the other party, its Affiliates or agents (each, “Receiving Party”) and that the Disclosing Party designated as confidential or that would reasonably be understood to be confidential and that (a) relates to Disclosing Party, its services, customers, business partners, products, developments, know-how or personnel; and (b) is received by Receiving Party from Disclosing Party during the Term. For clarity, any finding that a potential or actual vulnerability has been identified on Client Systems will be Client's Confidential Information.

8.2 Non-Use and Non-Disclosure. During the Term and thereafter, Receiving Party will not use or disclose Disclosing Party's Confidential Information except as permitted in this Agreement. Disclosing Party's Confidential Information shall remain the sole property of Disclosing Party. Receiving Party will protect Disclosing Party's Confidential Information using at least the same procedures as it uses to protect its own Confidential Information, but no less than reasonable procedures.

8.3 Permitted Disclosure and Use. Receiving Party may disclose Disclosing Party's Confidential Information solely to its agents, employees, consultants and contractors who have a need to know in connection with this Agreement and who have executed a similarly stringent confidentiality agreement. Confidential Information securely stored using third-party applications will not constitute a disclosure of such Confidential Information by RunSybil. Receiving Party also may disclose Disclosing Party's Confidential Information as required by applicable law, regulation, subpoena or other order of a court of competent jurisdiction (collectively, “Legal Requirement”) or to establish rights or obligations under this Agreement in any proceeding; provided, that (1) reasonable prior notice, unless legally prohibited, is provided to Disclosing Party to permit it the opportunity to contest such disclosure, (2) Receiving Party cooperates with Disclosing Party to comply with any applicable protective order and (3) Receiving Party discloses only to the extent necessary to comply with the Legal Requirement or to establish such rights or obligations.

8.4 Exceptions. These confidentiality obligations do not apply to Confidential Information which (a) was in the other's possession before receipt from Disclosing Party; (b) was received in good faith from a third party not subject to a confidential obligation to the other party; (c) now is or later becomes publicly known through no breach of confidential obligation by Receiving Party; (d) was developed by Receiving Party without having access to the Confidential Information received from the other Party; or (e) is authorized in writing by Disclosing Party to be released or is designated in writing by Disclosing Party as no longer confidential.

8.5 Relief. Receiving Party acknowledges that unauthorized use or disclosure of Disclosing Party's Confidential Information may result in irreparable injury to Disclosing Party, for which monetary damages are inadequate. If Receiving Party violates or threatens to violate this Section 8, Disclosing Party may seek injunctive relief without posting bond, in addition to any other available remedies.

9. Data Security

RunSybil has implemented policies, procedures, and technical, physical, and administrative safeguards designed to ensure the security of Confidential Information in its possession or control and protect against any reasonably foreseeable threats or hazards to the security of such Confidential Information.

10. General Representations and Warranties

Each party represents and warrants that (a) it has the full right, power and authority to enter into and perform the Agreement and grant the rights granted herein; (b) it has, and will comply with, all required authorizations, licenses or permits in order to enter into and perform the obligations herein; (c) it is not bound by any obligation that would prevent it from entering into or performing the obligations herein; (d) the execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate action; and (e) it will comply with all applicable laws, rules and regulations in its performance hereunder.

11. Term and Termination

11.1 Term. This Agreement will continue for three years from the Effective Date (“Term”) unless terminated earlier for cause. If the Parties enter a Service Order or subscription that expires after the Term, the Term will expire on the same date as such Service Order or Subscription Term, as applicable.

11.2 Termination for Cause. A party may terminate this Agreement or any Service Order or subscription for cause, upon notice to the other party if: (i) a receiver or administrator is appointed for the other party or its property, or the other party makes a general assignment for the benefit of its creditors, is involved in proceedings under any bankruptcy, insolvency or debtor's relief law which are not dismissed within 60 days, is liquidated or dissolved, or ceases doing business; or (ii) the other party materially breaches this Agreement and the breach continues uncured for 30 days after receipt of written notice of the breach from the first party.

11.3 Effect of Termination. Upon expiration or termination of this Agreement and/or applicable Service Order or subscription for any reason, (i) all Client rights to access or use Services, and RunSybil's obligations to provide Services and any other RunSybil Technology, will terminate, and RunSybil may, without liability to Client or any third party, immediately deactivate or delete Client's user name, password and account, and all associated materials, without any obligation to provide any further access to such materials, (ii) within 30 days, Client will pay to RunSybil all undisputed accrued but unpaid fees and charges, (iii) all liabilities accrued before the expiration/termination date will survive and (iv) the other party will, as directed by a party, return or destroy, and certify in writing to such requesting party such destruction of, all copies of such requesting party's Confidential Information. Notwithstanding anything to the contrary in this Agreement, RunSybil may retain Client's Confidential Information solely to the extent legally required or as reasonably necessary to exercise its rights under the licenses granted under this Agreement. Confidential Information incidentally captured by system-backup media need not be returned or destroyed, provided that the backup media are maintained in confidence.

12. Disclaimer

RUNSYBIL DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES OR THAT ANY OR ALL VULNERABILITIES WILL BE DETECTED. THE SERVICES ARE PROVIDED “AS IS” AND WITH ALL FAULTS, AND RUNSYBIL DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE, TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, EXCEPT FOR THOSE GRANTED IN SECTION 10.

13. Limitation of Liability

EXCEPT WITH RESPECT TO A BREACH OF SECTION 1.2 (RUNSYBIL TECHNOLOGY) OR SECTION 8 (CONFIDENTIALITY), IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING LOST BUSINESS, REVENUES, CLIENTS, CONTRACTS, PROFITS OR GOODWILL, LOST OR DAMAGED CLIENT MATERIALS OR CLIENT DATA, BUSINESS INTERRUPTION OR REPLACEMENT SERVICES, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY, WHETHER OR NOT SUCH PARTY KNEW OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER OR NOT THE REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. WITHOUT LIMITING CLIENT'S OBLIGATION TO PAY FEES AND CHARGES DUE UNDER EACH SERVICE ORDER, AND EXCEPT WITH RESPECT TO A BREACH OF SECTION 1.2 (RUNSYBIL TECHNOLOGY), CLIENT'S BREACH OF OBLIGATIONS UNDER A SERVICE ORDER, OR A PARTY'S BREACH OF SECTION 8 (CONFIDENTIALITY), EACH PARTY'S AGGREGATE LIABILITY IN CONNECTION WITH THE AGREEMENT IS LIMITED TO THE AMOUNT OF FEES OR CHARGES PAID BY CLIENT TO RUNSYBIL DURING THE 12-MONTH PERIOD BEFORE THE DATE ON WHICH ANY CLAIM AROSE UNDER THE APPLICABLE SERVICE ORDER(S).

14. Indemnification

14.1 By Client. Client will, at its cost, defend and indemnify RunSybil and its officers, directors, employees, agents and permitted successors and assigns (each a “RunSybil Indemnitee”) through final judgment or settlement, from and against any third-party claim, action, suit, proceeding, judgments, settlements, losses, damages, expenses (including reasonable legal fees and expenses) and costs (“Claim”) brought against a RunSybil Indemnitee arising out of or based upon (a) use of Client Materials or performance of the Services as authorized by Client under this Agreement, (b) unauthorized use of or access to Services due to Client's breach of this Agreement, (c) Client's breach of its representations and warranties under this Agreement, or (d) Client's negligence or willful misconduct.

14.2 By RunSybil. RunSybil will, at its cost, defend and indemnify Client and its officers, directors, employees, contractors, agents and permitted successors and assigns (each a “Client Indemnitee”) through final judgment or settlement, from and against any Claim brought against a Client Indemnitee arising out of or based upon alleged or actual infringement or misappropriation of the Intellectual Property Rights of a third party by the RunSybil Technology as deployed in the Services. RunSybil will have no obligation under this Section 14.2 to the extent a Claim arises from (i) modifications to RunSybil Technology made by or at the direction of Client, (ii) Client's combination of RunSybil Technology with materials not provided by RunSybil, (iii) Client's use of the Services after RunSybil has notified Client of the alleged infringement and provided an alternative, or (iv) Client Materials.

14.3 Process. The RunSybil Indemnitee or Client Indemnitee (as applicable) will (a) promptly provide notice to the respective party of any indemnifiable Claim provided, that, any delay in providing notice will not relieve the indemnifying party of its obligations hereunder, except to the extent that the indemnifying party is materially prejudiced by the delay, (b) permit the indemnifying party to control the defense of such Claim, and (c) provide reasonable assistance. The indemnifying party must not consent to entry of any judgment or settlement that imposes liability or obligations on an indemnitee or diminishes the indemnitee's rights, without obtaining the affected indemnitee's express prior consent, such consent not to be unreasonably withheld or delayed.

15. Miscellaneous

15.1 Order of Precedence. If there is a conflict between the terms and conditions of the body of this Agreement and any Service Order, the conflict will be resolved in favor of the body of the Agreement, except (1) the terms governing authorization and consent obligations on Client in such Service Order will control, and (2) to the extent that such Service Order expressly states that it supersedes specific language in the Agreement.

15.2 No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.

15.3 Notices. All notices, requests, consents and other communications hereunder will be in writing, in English and deemed conclusively made (a) if personally delivered, upon delivery, (b) if delivered by overnight courier or private mail service, upon receipt, (c) if delivered by certified mail return receipt requested, five days from mail deposit or (d) if delivered by e-mail, upon delivery confirmation. If to RunSybil: Legal Team, legalnotices@runsybil.com. If to Client, to the name and email set forth on the signature page to this Agreement. Either party may change its contact information upon notice to the other party. If the receiving party refuses receipt or fails to notify the other party of receipt of notice, notice will be deemed conclusively made seven days after delivery was reasonably initiated.

15.3 Publicity. RunSybil may include Client's name and logo in its customer lists and on its website to identify Client as a customer of RunSybil. Client may opt out of such use by providing written notice to RunSybil, and RunSybil shall remove Client's name and logo within thirty (30) days of receiving such notice.

15.4 Force Majeure. Neither party will be liable by reason of any failure or delay in performing its obligations (other than payment obligations) hereunder to the extent due to any act of God, war, military action, governmental restriction or action, civil disorder or unrest, terrorism, explosion, accident, fire, flood or other natural disaster, vandalism, sabotage, unavailability of equipment or software from vendors, labor condition, shortage, embargo, malicious code or online attacks or other cause beyond such party's reasonable control (each, a “Force Majeure Event”). Client's obligation to pay for Services provided before a Force Majeure Event will not be delayed during, and will not be excused by, a Force Majeure Event. A party whose performance is affected by a Force Majeure Event will promptly provide notice with relevant details to the other party and the notifying party's obligations will be suspended to the extent caused by such Force Majeure Event for as long as it continues; and the time to perform the affected obligation will be extended by the delay caused by the Force Majeure Event. If the affected party is prevented by the Force Majeure Event from performing its obligations with regard to a Service for 30 days, it may in its sole discretion immediately terminate the affected Service upon notice to the other party. Upon such termination, RunSybil is entitled to payment within 30 days of all accrued but undisputed, unpaid fees or charges incurred through the termination date. The Parties otherwise will bear their own costs and RunSybil will be under no further liability to perform the affected Services.

15.5 Choice of Law, Arbitration. This Agreement will be construed and enforced in accordance with the laws of the State of California, without regard to conflict of laws principles. Any dispute, controversy, or claim arising out of or relating to this Agreement or the performance by either party of its obligations under this Agreement (other than bona fide third-party actions or proceedings filed or instituted in an action or proceeding by a third party against a party to this Agreement), whether before or after termination of this Agreement, will be finally resolved by binding arbitration. Whenever a party elects to institute arbitration proceedings, it shall give written notice to that effect to the other party. Any such arbitration will be conducted under the Commercial Arbitration Rules of the American Arbitration Association by a single arbitrator appointed in accordance with such rules. Any such arbitration will be held in San Francisco, California. The arbitrator will have the authority to grant specific performance and to allocate between the parties the costs of arbitration in such equitable manner as they determine. Judgment upon the award so rendered may be entered in any court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. In no event will a demand for arbitration be made after the date when institution of a legal or equitable proceeding based upon such dispute, claim, or controversy in question would be barred by the applicable statute of limitations. Notwithstanding the foregoing, either party shall have the right, without waiving any right or remedy available to such party under this Agreement or otherwise, to seek and obtain from any court of competent jurisdiction any interim or provisional relief that is necessary or desirable to protect the rights or property of such party, pending the selection of the arbitrators hereunder or pending the arbitrators' determination of any dispute, controversy or claim hereunder.

15.6 Relationship of Parties. The Parties are independent contractors. This Agreement does not establish a partnership, joint venture, association or agency relationship or other co-operative entity between the Parties.

15.7 Waiver, Amendments. No failure or delay by a party to exercise or enforce any right hereunder will waive any such right. This Agreement may be amended only by a writing signed by an authorized representative of each party.

15.8 Severability. If any provision hereunder is held by a court of competent jurisdiction to be unenforceable or contrary to law, such holding will not render the Agreement unenforceable or contrary to law as a whole; and such provision will be changed and interpreted to best accomplish the objectives of the provision subject to applicable law.

15.9 Assignment. Neither party may assign this Agreement without the other party's express prior consent except that either party may freely assign its rights and obligations under this Agreement, in whole or in part, (a) to a parent or Affiliate or (b) in connection with a Change of Control. This Agreement will be binding upon and inure to the benefit of all permitted successors and assigns. Any assignment in contravention of this section is null and void.

15.10 Survival. The Parties' rights and obligations set forth in Sections 1.2 (RunSybil Technology), 4.2 (Grant of Rights; Intellectual Property - By Client), 8 (Confidentiality), 12 (Disclaimer), 13 (Limitation of Liability), 14 (Indemnification) and 15 (Miscellaneous) will survive termination or expiration of this Agreement.

15.11 Entire Agreement; Amendments. This Agreement constitutes the Parties' entire agreement with respect to its subject matter and supersedes all other prior or contemporaneous representations, understandings or agreements; and there are no other representations, understandings or agreements between the Parties relative to such subject matter. Except as expressly stated herein, no amendment to this Agreement is valid unless in writing and signed by both Parties.

15.12 Remedies. Unless otherwise expressly stated, to the extent permitted by applicable law, the Parties' rights and remedies provided for hereunder are cumulative and in addition to any other rights and remedies at law or equity.

15.13 Construction. Descriptive headings are for convenience only and will not affect the construction of this Agreement. “Include,” “including” or “e.g.” mean “include, without limitation”. “Day” means calendar day unless otherwise indicated. Terms with well-known technical or industry meanings are construed as such. Each party and its counsel have fully reviewed and contributed to this Agreement. Any rule of construction that ambiguities are resolved against the drafter will not apply in interpreting the Agreement.

15.14 Signatures. This Agreement may be executed in counterparts, each of which when executed by the required Parties will be deemed a complete original Agreement. An electronic signature and a scanned copy of the executed Agreement or counterpart will have the same legal force and effect as an original document.

16. Definitions

In addition to terms defined elsewhere in this Agreement, the following definitions shall apply to this Agreement:

16.1 “Affiliate” means an entity Controlled by, Controlling or under common Control with a Party. An entity has “Control” of another entity when it owns more than 50% of equity or voting interests or has primary operational or management responsibility.

16.2 “Authorized User” means any individual who is authorized by Client to access the RunSybil Platform under Client's Account.

16.3 “Change of Control” means one or more transactions whereby (a) Control of a party is transferred, (b) all or substantially all of the party's assets or securities are acquired or (c) the party is merged or consolidated with another entity; provided, that such party's equity owners immediately before the transaction(s) will, immediately afterward, hold less than 50% voting power of the successor entity.

16.4 “Client Materials” means Client Systems, testing environments and other digital assets, data, materials and intellectual property provided by or on behalf of Client to RunSybil or its subcontractors, or otherwise received, viewed or obtained by RunSybil in the course of performing the Services.

16.5 “Client Systems” means any software, technology, network, computer or technology system, or product or service of Client that Client or its representatives submits to RunSybil for Vulnerability testing pursuant to a particular Service Order.

16.6 “Feedback” means suggestions, recommendations, enhancement requests, data, statistics or other information provided by or on behalf of Client or any other person regarding RunSybil Technology.

16.7 “Intellectual Property Rights” means all patents, copyrights, trade secrets, trademarks and service marks, trade dress, trade names, derivative works, goodwill related thereto, and all other intellectual property or proprietary rights (whether or not registered) and similar forms of protection worldwide, and all applications for and registrations in such rights.

16.8 “RunSybil Technology” means proprietary technology owned or licensed by RunSybil, including the software and models underlying the Services, tools, data, user interface and hardware designs, artificial intelligence models and algorithms, architectures, inventions, methods, processes, materials and documentation; as well as any derivatives, improvements, enhancements or extensions to any of the foregoing, together with all related Intellectual Property Rights.

16.9 “Service Order” means a mutually executed specification of certain Services that RunSybil will perform, e.g., the Vulnerabilities to be tested, the associated fees or charges, and (where applicable) non-standard development or implementation Services. The initial Service Order is attached hereto as Exhibit 1.

16.10 “Vulnerability” means a weakness, susceptibility or flaw in a Client System that could enable an attacker to access a network or system or otherwise reduce its security.