APPLICABILITY AND ACCEPTANCE

These Professional and Managed Services Terms (these "Service Terms") are incorporated by reference into the Arrow Networks Standard Terms and Conditions available at www.arrownetworks.com/tos (the "Standard Terms"). These Service Terms govern the provision of professional services, managed services, and related consulting, implementation, and support services by Arrow Networks, Inc. ("Arrow") to its customers ("Customer").

Acceptance. Customer accepts and agrees to be bound by these Service Terms when Customer: (a) executes a Master Service Agreement ("MSA") that references these Service Terms; (b) executes a Service Order Addendum ("SOA"), proposal, quote, or other ordering document that references these Service Terms or the Standard Terms; or (c) uses or receives any Services governed by these Service Terms.

Order of Precedence. In the event of any conflict between documents, the following order of precedence applies (highest to lowest): (1) the applicable SOA; (2) the MSA; (3) these Service Terms; (4) the Standard Terms; (5) any applicable Service Level Agreement; and (6) other policies and exhibits referenced herein. This hierarchy ensures that service-specific terms in an SOA take precedence over general terms.

Modifications. Arrow may update these Service Terms by posting a revised version at www.arrownetworks.com/legal. Material changes will be identified by updating the version number and "Last Updated" date above. For SOAs in effect at the time of any material adverse change, such changes will not apply to the affected SOA until its renewal date unless Customer consents to earlier application. Continued use of Services after non-material updates constitutes acceptance.

ARTICLE 1: DEFINITIONS

Capitalized terms used in these Service Terms have the meanings set forth below or as defined elsewhere in these Service Terms. Terms not defined herein have the meanings given in the Standard Terms or the applicable MSA or SOA.

"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 fifty percent (50%) of the voting interests.

"AI Services"

means any Services that incorporate artificial intelligence, machine learning, predictive analytics, automated decision-making, or similar technologies, including but not limited to AI-powered monitoring, threat detection, automated remediation, and predictive maintenance.

"Arrow Materials"

means all methodologies, frameworks, tools, templates, software, scripts, documentation, training materials, and other intellectual property owned by or licensed to Arrow that are used in performing the Services or provided to Customer.

"Business Hours"

means 8:00 AM to 6:00 PM Central Time, Monday through Friday, excluding federal holidays observed by Arrow.

"Change Order"

means a written document executed by both Parties that modifies the scope, timeline, fees, or other terms of an existing SOA.

"Confidential Information"

means all non-public information disclosed by one Party to the other in connection with these Service Terms or any SOA, including but not limited to business plans, technical data, Customer Data, pricing, and the terms of any SOA.

"Customer Data"

means all data, information, content, and materials provided by Customer to Arrow or processed by Arrow on Customer's behalf in connection with the Services, including Personal Data.

"Customer Equipment"

means all hardware, software, systems, and network infrastructure owned or controlled by Customer that Arrow accesses, manages, or supports in performing the Services.

"Deliverables"

means all work product, documentation, reports, configurations, custom code, and other tangible materials created by Arrow specifically for Customer as part of the Services and identified as deliverables in an SOA.

"End-of-Life" or "EOL"

means hardware, software, or systems that have reached end-of-support, end-of-life, or end-of-sale status as designated by the original manufacturer or vendor, or that are no longer receiving security updates or patches.

"Master Service Agreement" or "MSA"

means the master agreement between Arrow and Customer that establishes the overall business relationship and incorporates these Service Terms and the Standard Terms.

"Personal Data"

means any information relating to an identified or identifiable natural person, including any "personal data," "personal information," or similar term as defined under applicable Data Protection Laws.

"Prepaid Service Block"

means a prepurchased block of service hours at a discounted rate, subject to the terms set forth in Section 4.6.

"Security Incident"

means any actual or reasonably suspected unauthorized access to, acquisition of, disclosure of, or loss of Customer Data or Personal Data, or any breach of security leading to such unauthorized access, acquisition, disclosure, or loss.

"Services"

means the professional services, managed services, consulting, implementation, support, and related services described in an SOA and performed by Arrow under these Service Terms.

"Service Order Addendum" or "SOA"

means a written document executed by both Parties that describes the specific Services to be performed, including scope, deliverables, timeline, fees, and other project-specific terms. An SOA may also be referred to as a Statement of Work, Work Order, or Service Order.

ARTICLE 2: SERVICES

2.1 Scope of Services

Arrow shall perform the Services described in each SOA in a professional and workmanlike manner consistent with industry standards. The specific scope, deliverables, milestones, acceptance criteria, and timelines for each engagement shall be set forth in the applicable SOA. Arrow shall assign qualified personnel with appropriate skills and experience to perform the Services.

2.2 Service Order Addenda

Each SOA shall be substantially in the form attached as Exhibit A or in such other form as mutually agreed by the Parties, and shall include at minimum: (a) description of Services; (b) deliverables and acceptance criteria; (c) timeline and milestones; (d) fees and payment terms; (e) Customer responsibilities and dependencies; and (f) any project-specific terms. Each SOA, when executed by both Parties, is incorporated into and governed by these Service Terms.

2.3 Service Levels and Response Times

Service levels, response times, and performance metrics shall be as specified in the applicable SOA or a separate Service Level Agreement ("SLA"). Unless otherwise specified in an SOA or SLA, the following default service levels apply: (a) Arrow shall use commercially reasonable efforts to respond to service requests within four (4) Business Hours; (b) critical issues affecting production systems shall receive priority response; and (c) Arrow shall provide regular status updates on open service requests.

2.4 After-Hours Services

Services performed outside of Business Hours at Customer's request shall be billed at one and one-half times (1.5x) the applicable hourly rates, unless otherwise specified in the SOA. After-hours work requires advance scheduling when practicable. Emergency after-hours support for critical issues may be provided at Arrow's discretion.

2.5 Change Orders

Either Party may request changes to the scope, timeline, or other terms of an SOA. All material changes require a written Change Order executed by authorized representatives of both Parties. For changes with an estimated impact of less than five thousand dollars ($5,000) or eight (8) hours of effort, designated project managers may approve the change via email confirmation. Arrow shall promptly notify Customer if any Customer request or action may result in a change to scope, timeline, or fees.

2.6 Subcontractors

Arrow may use qualified subcontractors to perform portions of the Services, provided that Arrow remains responsible for the performance of its subcontractors and ensures that subcontractors are bound by confidentiality and data protection obligations at least as protective as those set forth herein.

2.7 End-of-Life Equipment and Software

Arrow may discontinue Services for Customer Equipment or software that has reached End-of-Life status upon sixty (60) days' prior written notice. Arrow shall have no obligation to provide support, maintenance, or managed services for EOL equipment or software, and excludes such equipment and software from any service level commitments. Customer acknowledges that continued use of EOL equipment or software may pose security and operational risks.

2.8 AI Services Disclaimer

To the extent Services include AI Services, Customer acknowledges that: (a) AI Services are provided for informational and decision-support purposes only; (b) AI outputs may contain errors, inaccuracies, or recommendations that are not suitable for Customer's specific circumstances; (c) Customer is solely responsible for reviewing, validating, and making final decisions regarding any AI-generated recommendations, analyses, or automated actions; and (d) Arrow makes no warranties regarding the accuracy, completeness, or reliability of AI Services. CUSTOMER ASSUMES ALL RISK ASSOCIATED WITH RELIANCE ON AI SERVICE OUTPUTS.

2.9 Electronic and Remote Delivery

Unless otherwise specified in an SOA, Services may be performed remotely using electronic communication and remote access tools. Customer shall provide Arrow with secure remote access to Customer systems as reasonably necessary to perform the Services. For on-site services, Customer shall provide a safe and suitable work environment and necessary access to facilities, personnel, and systems.

ARTICLE 3: CUSTOMER RESPONSIBILITIES

3.1 Cooperation and Access

Customer shall: (a) designate a primary point of contact with authority to make decisions and provide approvals; (b) provide timely access to Customer personnel, systems, facilities, and information necessary for Arrow to perform the Services; (c) make timely decisions and provide approvals as required by the project timeline; (d) review and provide feedback on deliverables within the timeframes specified in the SOA; and (e) ensure that Customer personnel assigned to support the engagement are available as needed.

3.2 Customer Dependencies

Each SOA shall identify Customer dependencies and responsibilities that are prerequisites for Arrow's performance. Customer's failure to fulfill its dependencies may result in delays, additional fees, or scope changes. Arrow shall promptly notify Customer of any Customer dependency issues that may affect the project timeline or scope.

3.3 Backup and Security Warranty

Customer represents and warrants that: (a) Customer maintains adequate backup procedures and systems for all Customer Data and Customer Equipment configurations; (b) Customer has implemented appropriate security measures for Customer systems, including access controls, malware protection, and security patches; and (c) Customer shall be solely responsible for any data loss, corruption, or security breach resulting from Customer's failure to maintain adequate backups or security measures. Arrow shall not be liable for any loss of Customer Data or system configurations due to Customer's backup failures or security deficiencies.

3.4 Reliance on Customer Instructions

Arrow is entitled to rely on instructions, decisions, and approvals provided by Customer's designated contacts. If Arrow recommends a particular approach and Customer directs Arrow to proceed differently, Customer assumes responsibility for any adverse consequences resulting from Customer's direction. Customer shall indemnify Arrow against claims arising from Arrow's good faith reliance on Customer instructions.

3.5 Compliance

Customer is responsible for ensuring that Customer's use of the Services complies with all applicable laws, regulations, and industry standards, including data protection laws, export controls, and industry-specific requirements. Customer shall notify Arrow of any specific compliance requirements applicable to the Services.

ARTICLE 4: FEES AND PAYMENT

4.1 Fees

Customer shall pay Arrow the fees specified in each SOA. Fees may be structured as: (a) fixed price for defined deliverables; (b) time and materials based on actual hours worked at specified rates; (c) monthly recurring fees for managed services; (d) Prepaid Service Blocks; or (e) a combination thereof, as specified in the SOA.

4.2 Invoicing and Payment Terms

Unless otherwise specified in the SOA: (a) Arrow shall invoice monthly for time and materials and managed services; (b) fixed-price engagements shall be invoiced according to the milestone schedule in the SOA; (c) invoices are due and payable within thirty (30) days of invoice date; and (d) all fees are stated in U.S. Dollars. Late payments shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law.

4.3 Taxes

Fees do not include applicable sales, use, value-added, or other taxes. Customer is responsible for all such taxes, excluding taxes based on Arrow's net income. If Arrow is required to collect taxes, such taxes will be added to invoices and paid by Customer.

4.4 Fee Adjustments

For multi-year engagements or managed services agreements with terms exceeding twelve (12) months, Arrow may adjust fees annually upon thirty (30) days' prior written notice, provided that such increases shall not exceed five percent (5%) per year unless otherwise agreed in the SOA.

4.5 Disputed Invoices

Customer must notify Arrow in writing of any invoice dispute within fifteen (15) days of invoice date, specifying the disputed amount and reasons for the dispute. Customer shall pay undisputed amounts when due. The Parties shall work in good faith to resolve disputes promptly.

4.6 Prepaid Service Blocks

Customer may purchase Prepaid Service Blocks at discounted rates as specified in an SOA. Prepaid Service Blocks: (a) shall be invoiced upon execution of the applicable SOA; (b) expire eighteen (18) months from the date of purchase unless otherwise specified; (c) are non-transferable except with Arrow's written consent; (d) are seventy-five percent (75%) refundable if terminated prior to expiration, with the refund calculated based on unused hours at the discounted rate; and (e) unused hours expire without refund upon the expiration date.

4.7 Travel and Expenses

Customer shall reimburse Arrow for reasonable, pre-approved travel and out-of-pocket expenses incurred in connection with the Services. Unless otherwise agreed: (a) airfare shall be economy/coach class; (b) meals shall not exceed seventy-five dollars ($75) per day; (c) mileage shall be reimbursed at the then-current IRS standard rate; (d) receipts are required for expenses exceeding twenty-five dollars ($25); and (e) expenses exceeding five hundred dollars ($500) individually require Customer's prior written approval. Arrow shall include expense documentation with invoices.

4.8 Insufficient Funds Fee

A fee of thirty-five dollars ($35) will be assessed for any payment returned for insufficient funds or declined for any reason. This fee is in addition to any late payment interest and does not waive Arrow's right to pursue other remedies.

ARTICLE 5: INTELLECTUAL PROPERTY

5.1 Arrow Materials

Arrow and its licensors retain all right, title, and interest in and to Arrow Materials, including all intellectual property rights therein. Subject to Customer's payment of all applicable fees, Arrow grants Customer a non-exclusive, non-transferable, limited license to use Arrow Materials solely in connection with Customer's internal business operations and solely to the extent necessary to receive the benefit of the Services.

5.2 Deliverables

Upon Customer's payment of all applicable fees, Arrow assigns to Customer all right, title, and interest in Deliverables specifically created for Customer under an SOA, excluding: (a) Arrow Materials incorporated therein; (b) third-party materials; and (c) general knowledge, skills, and experience gained by Arrow. Arrow retains a perpetual, royalty-free license to use techniques, ideas, and know-how developed in performing the Services for other customers.

5.3 Customer Data and Materials

Customer retains all right, title, and interest in Customer Data and materials provided by Customer. Customer grants Arrow a limited license to use Customer Data and materials solely as necessary to perform the Services.

5.4 Third-Party Materials

If Services involve third-party software, hardware, or services, Customer's use is subject to the applicable third-party license terms. Arrow shall identify material third-party components in the applicable SOA or deliverable documentation.

ARTICLE 6: CONFIDENTIALITY

6.1 Confidentiality Obligations

Each Party agrees to: (a) maintain the confidentiality of the other Party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) not disclose Confidential Information to third parties except as permitted herein; and (c) use Confidential Information only for purposes of performing or receiving Services under these Service Terms.

6.2 Permitted Disclosures

A Party may disclose Confidential Information: (a) to employees, contractors, and advisors with a need to know, provided they are bound by confidentiality obligations at least as protective as those herein; (b) as required by law, regulation, or court order, provided the receiving Party gives prompt notice to allow the disclosing Party to seek protective relief; and (c) with the disclosing Party's prior written consent.

6.3 Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving Party; (b) was rightfully known to the receiving Party prior to disclosure; (c) is rightfully obtained from a third party without restriction; or (d) is independently developed without use of or reference to the disclosing Party's Confidential Information.

6.4 Return of Confidential Information

Upon termination or expiration of the applicable SOA or upon request, each Party shall return or destroy the other Party's Confidential Information, except for copies retained in backup systems or as required by law. Confidentiality obligations survive termination for a period of three (3) years, except for trade secrets which remain protected indefinitely.

ARTICLE 7: DATA PROTECTION

7.1 Data Protection Compliance

Each Party shall comply with applicable data protection and privacy laws and regulations ("Data Protection Laws"), including but not limited to the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and other applicable federal, state, and international privacy laws, to the extent applicable to the Services.

7.2 Processing of Personal Data

To the extent Arrow processes Personal Data on behalf of Customer in performing the Services: (a) Arrow shall process Personal Data only in accordance with Customer's documented instructions and as necessary to perform the Services; (b) Arrow shall implement appropriate technical and organizational security measures to protect Personal Data; (c) Arrow shall ensure that personnel authorized to process Personal Data are subject to confidentiality obligations; (d) Arrow shall assist Customer in responding to data subject requests and complying with Data Protection Laws; and (e) Arrow shall delete or return Personal Data upon termination of the applicable SOA, unless retention is required by law.

7.3 Sub-Processors

Customer authorizes Arrow to engage sub-processors to process Personal Data, provided that: (a) Arrow maintains a list of sub-processors available upon Customer's request; (b) Arrow imposes data protection obligations on sub-processors that are at least as protective as those set forth herein; and (c) Arrow remains liable for the acts and omissions of its sub-processors.

7.4 Cloud Services and Third-Party Infrastructure

Customer acknowledges that Arrow may use cloud services and third-party infrastructure providers in performing the Services. Arrow shall ensure that such providers maintain appropriate security measures. Arrow shall not be liable for failures, breaches, or outages caused by third-party cloud or infrastructure providers, provided Arrow has exercised reasonable care in selecting and monitoring such providers.

7.5 Security Measures

Arrow shall maintain reasonable administrative, technical, and physical safeguards designed to protect Customer Data, including: (a) access controls and authentication measures; (b) encryption of data in transit and at rest where commercially appropriate; (c) regular security assessments and vulnerability testing; (d) employee security training; and (e) incident response procedures.

7.6 Security Incident Notification

Arrow shall notify Customer without undue delay (and in no event later than seventy-two (72) hours) after becoming aware of a Security Incident affecting Customer Data. The notification shall include, to the extent known: (a) the nature of the incident; (b) the categories and approximate number of affected records; (c) the likely consequences; and (d) measures taken or proposed to address the incident. Arrow shall cooperate with Customer's reasonable requests related to investigating and remediating Security Incidents.

7.7 Compliance Verification

Upon Customer's reasonable request and at least thirty (30) days' prior written notice, Arrow shall permit Customer (or Customer's designated third-party auditor subject to confidentiality obligations) to verify Arrow's compliance with its data protection obligations, provided that: (a) such audits occur no more than once per twelve (12) month period unless required by Data Protection Laws or in response to a Security Incident; (b) audits are conducted during normal business hours and do not unreasonably interfere with Arrow's operations; and (c) Customer bears the cost of any third-party auditor. If such verification reveals material non-compliance with data protection obligations, and if Customer pays more than five percent (5%) above the documented compliant usage, Customer shall pay one hundred twenty-five percent (125%) of the applicable rates for the non-compliant usage, plus reasonable audit costs.

ARTICLE 8: REPRESENTATIONS AND WARRANTIES

8.1 Mutual Representations

Each Party represents and warrants that: (a) it is duly organized and validly existing under applicable law; (b) it has full authority to enter into these Service Terms and perform its obligations; (c) its entry into these Service Terms does not violate any other agreement to which it is a party; and (d) it shall comply with all applicable laws in performing its obligations.

8.2 Arrow Warranties

Arrow warrants that: (a) Services will be performed in a professional and workmanlike manner consistent with industry standards; (b) Arrow personnel performing Services will have appropriate qualifications and experience; and (c) Deliverables will materially conform to the specifications in the applicable SOA for a period of thirty (30) days following acceptance (the "Warranty Period"). Customer's sole remedy for breach of the Deliverables warranty is, at Arrow's option, re-performance of the nonconforming Services or refund of the fees paid for the nonconforming portion.

8.3 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THESE SERVICE TERMS, ARROW MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. ARROW DOES NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ALL DEFECTS WILL BE CORRECTED, OR THAT SERVICES WILL MEET CUSTOMER'S REQUIREMENTS. CUSTOMER ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY REPRESENTATIONS NOT EXPRESSLY SET FORTH HEREIN.

ARTICLE 9: LIMITATION OF LIABILITY

9.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR USE, ARISING OUT OF OR RELATED TO THESE SERVICE TERMS OR ANY SOA, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Liability Cap

EXCEPT FOR EACH PARTY'S INDEMNIFICATION OBLIGATIONS, BREACH OF CONFIDENTIALITY, AND GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE SERVICE TERMS AND ALL SOAs SHALL NOT EXCEED THE GREATER OF: (A) THE FEES PAID OR PAYABLE BY CUSTOMER TO ARROW UNDER THE APPLICABLE SOA DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (B) ONE HUNDRED THOUSAND DOLLARS ($100,000).

9.3 Essential Basis

The limitations of liability in this Article reflect the allocation of risk between the Parties and are an essential basis of the bargain between them. The fees set forth in each SOA reflect this allocation of risk and these limitations.

ARTICLE 10: INDEMNIFICATION

10.1 Arrow Indemnification

Arrow shall defend, indemnify, and hold harmless Customer from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from: (a) Arrow's gross negligence or willful misconduct in performing the Services; (b) Arrow's material breach of its confidentiality or data protection obligations; or (c) claims that Arrow Materials infringe the intellectual property rights of a third party.

10.2 Customer Indemnification

Customer shall defend, indemnify, and hold harmless Arrow from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from: (a) Customer Data or Customer's use of the Services in violation of law or these Service Terms; (b) Customer's gross negligence or willful misconduct; (c) claims arising from Customer's direction or instructions to Arrow that result in infringement or other third-party claims; or (d) Customer's breach of its representations, warranties, or obligations under these Service Terms.

10.3 Indemnification Procedures

The indemnified Party shall: (a) provide prompt written notice of any claim; (b) grant the indemnifying Party sole control over the defense and settlement of the claim; and (c) provide reasonable cooperation at the indemnifying Party's expense. The indemnifying Party shall not settle any claim in a manner that imposes obligations on the indemnified Party without prior written consent.

ARTICLE 11: TERM AND TERMINATION

11.1 Term

These Service Terms are effective upon Customer's acceptance and continue until terminated. Each SOA shall specify its own term. For multi-year commitments specified in an SOA, Customer's payment obligations are binding for the full term regardless of early termination, subject to any termination provisions in the SOA.

11.2 Termination for Cause

Either Party may terminate an SOA immediately upon written notice if: (a) the other Party materially breaches these Service Terms or the SOA and fails to cure such breach within thirty (30) days after written notice; (b) the other Party becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors; or (c) the other Party ceases to do business.

11.3 Termination for Convenience

Either Party may terminate an SOA for convenience upon sixty (60) days' prior written notice, subject to payment of all fees for Services performed through the effective date of termination and any early termination fees specified in the SOA.

11.4 Effect of Termination

Upon termination or expiration of an SOA: (a) Customer shall pay all fees for Services performed through the effective date; (b) each Party shall return or destroy the other Party's Confidential Information; (c) licenses granted hereunder terminate, except for Customer's license to use accepted Deliverables; and (d) provisions that by their nature should survive shall survive, including confidentiality, intellectual property, limitation of liability, and indemnification.

11.5 Transition Assistance

Upon Customer's request made at least thirty (30) days before the effective date of termination or expiration, Arrow shall provide transition assistance services for up to ninety (90) days to facilitate the orderly transition of Services to Customer or a successor provider. Transition assistance shall include: (a) transfer of documentation and deliverables; (b) assistance with third-party contract assignments where permitted; (c) reasonable access to Arrow personnel for knowledge transfer; (d) parallel operations support where feasible; and (e) such other assistance as mutually agreed. Transition assistance is billable at Arrow's then-current rates. Customer may request an extension of transition assistance for up to six (6) additional months upon mutual agreement.

ARTICLE 12: GENERAL PROVISIONS

12.1 Dispute Resolution

The Parties shall attempt to resolve any dispute arising out of or relating to these Service Terms through good faith negotiations. If negotiations fail, either Party may pursue binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted in Kansas City, Missouri, by a single arbitrator. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each Party waives any right to bring or participate in any class action, collective action, or representative proceeding.

12.2 Statute of Limitations

Any claim or cause of action arising out of or relating to these Service Terms or any SOA must be brought within two (2) years after the cause of action accrues, regardless of any longer limitations period otherwise provided by law.

12.3 Governing Law

These Service Terms and all SOAs shall be governed by and construed in accordance with the laws of the State of Missouri, without regard to conflicts of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

12.4 Notices

All notices required or permitted under these Service Terms shall be in writing and shall be deemed effective upon: (a) personal delivery; (b) the second business day after mailing by certified mail, return receipt requested; (c) the first business day after sending by nationally recognized overnight courier; or (d) the day of sending by email with confirmation of receipt. Notices to Arrow shall be sent to: Arrow Networks, Inc., [Street Address], Kansas City, MO [ZIP], Attn: Legal Department, Email: legal@arrownetworks.com. Notices to Customer shall be sent to the address specified in the MSA or SOA.

12.5 Assignment

Neither Party may assign these Service Terms or any SOA without the other Party's prior written consent, except that either Party may assign to an Affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets upon written notice to the other Party. Any attempted assignment in violation of this Section is void.

12.6 Affiliate Usage

Customer's Affiliates may purchase Services under these Service Terms and the applicable MSA by executing SOAs that reference these Service Terms. Customer shall remain liable for its Affiliates' compliance with these Service Terms and payment obligations.

12.7 Force Majeure

Neither Party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, government actions, power failures, or internet outages. The affected Party shall provide prompt notice and use reasonable efforts to mitigate the impact.

12.8 Independent Contractors

The Parties are independent contractors. Nothing in these Service Terms creates a partnership, joint venture, agency, or employment relationship. Neither Party has authority to bind the other or incur obligations on the other's behalf.

12.9 Non-Solicitation

During the term of any SOA and for twelve (12) months thereafter, neither Party shall directly solicit for employment any employee of the other Party who was involved in performing or receiving Services, without the other Party's prior written consent. This restriction does not apply to general employment advertisements or solicitations not specifically targeted at the other Party's employees.

12.10 Insurance

Arrow shall maintain: (a) Commercial General Liability insurance with limits of at least $1,000,000 per occurrence and $2,000,000 aggregate; (b) Professional Liability/Errors & Omissions insurance with limits of at least $1,000,000 per claim; (c) Cyber Liability insurance with limits of at least $1,000,000; and (d) Workers' Compensation insurance as required by law. Arrow shall provide certificates of insurance upon Customer's reasonable request.

12.11 Severability

If any provision of these Service Terms is held invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.

12.12 Waiver

No waiver of any provision or right shall be effective unless in writing and signed by the waiving Party. No waiver shall constitute a continuing waiver or waiver of any other provision or right.

12.13 Entire Agreement

These Service Terms, together with the Standard Terms, the applicable MSA, SOAs, and other documents incorporated by reference, constitute the entire agreement between the Parties regarding the subject matter hereof and supersede all prior and contemporaneous agreements, proposals, and communications, written or oral.

12.14 Electronic Acceptance

The MSA and SOAs may be executed in counterparts, each of which shall be deemed an original. Electronic and digital signatures shall be valid and binding. Customer's execution of an MSA, SOA, proposal, or quote that references these Service Terms constitutes Customer's acceptance of these Service Terms as of the date of such execution.

12.15 Prevailing Party

In any legal action or proceeding arising out of or related to these Service Terms, the prevailing Party shall be entitled to recover its reasonable attorneys' fees, costs, and expenses from the non-prevailing Party, in addition to any other relief to which it may be entitled.

CONTACT INFORMATION

For questions regarding these Service Terms, please contact:

Arrow Networks, Inc.

Email: legal@arrownetworks.com