Last updated: 2026-04-26

This Managed Service Provider Master Agreement (this "Agreement"), effective as of the date of last signature below (the "Effective Date"), is entered into by and between Iru.com, Inc., a Delaware corporation, with its principal place of business at 2811 Ponce de Leon Blvd, PH1, Coral Gables, FL 33134 ("Iru" or "Company"), and the entity identified on the signature page below ("MSP" or "Managed Service Provider"). Iru and MSP may each be referred to individually as a "party" or collectively as the "parties."

Iru operates a comprehensive IT management, endpoint management, and security platform (the "Platform"). MSP wishes to use the Platform to deliver managed IT services to its end-user clients. This Agreement sets out the terms under which MSP may access and use the Platform. In exchange for the commitments each party is making in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

"Affiliate" means any entity that controls, is controlled by, or is under common control with a party, where "control" means direct or indirect ownership of more than fifty percent (50%) of the voting interests of the subject entity.

"Applicable Law" means all applicable laws, rules, regulations, ordinances, and governmental orders, including without limitation Data Protection Laws and all export control, anti-bribery, and anti-corruption laws.

"Authorized Users" means MSP's employees, contractors, and agents who are authorized by MSP to access the Platform on behalf of MSP or its Managed Clients, and who have agreed to terms of use consistent with this Agreement.

"Confidential Information" has the meaning set forth in Section 8.1.

"Customer Agreement" means an enforceable written agreement between MSP and a Managed Client that governs the Managed Client's receipt of managed services utilizing the Platform, which agreement must comply with the requirements of Section 4.1.

"Data Processing Addendum" or "DPA" means Iru's then-current data processing addendum, as may be required under Section 7.4.

"Data Protection Laws" means all data protection and privacy laws, rules, and regulations applicable to a party's performance under this Agreement, including, where applicable, the EU General Data Protection Regulation (Regulation 2016/679), the California Consumer Privacy Act (as amended by the CPRA), and analogous state, federal, and international data protection laws.

"Device" or "Endpoint" means any computing device (including, without limitation, desktops, laptops, servers, tablets, smartphones, and mobile devices) enrolled in, monitored by, or managed through the Platform.

"Documentation" means the user guides, technical manuals, API documentation, knowledge base articles, and other materials made available by Iru that describe the features, functions, and operation of the Platform, as updated from time to time.

"EULA" means Iru's then-current User License Agreement, as published on the Iru website and as may be updated from time to time by Iru upon written notice to MSP.

"Feedback" has the meaning set forth in Section 5.3.

"Managed Client" means a third-party client of MSP for whose benefit MSP accesses and uses the Platform pursuant to this Agreement and a valid Customer Agreement.

"Minimum Device Commitment" means the minimum number of Devices that MSP is required to maintain under this Agreement, as set forth in Schedule A.

"Order Form" means an ordering document, whether physical or electronic, executed by the parties that references this Agreement and specifies the Products, pricing, Device commitments, term, and other commercial terms applicable to a particular transaction.

"Performance Data" means any aggregate, de-identified data relating to the access to or use of the Platform by or on behalf of MSP or any Managed Client, including performance analytics, usage statistics, and threat intelligence data, that Iru may collect from time to time. Performance Data is not Confidential Information.

"Platform" means Iru's proprietary IT management, endpoint management, security, and automation platform, including all associated APIs, tools, integrations, dashboards, mobile applications, and related cloud-based services, as updated from time to time.

"Platform Service Agreement" or "PSA" means Iru's then-current platform service agreement governing direct use of the Platform, as published on the Iru website at https://www.iru.com/legal/terms.

"Products" means the specific modules, features, and services of the Platform identified in Schedule A or any Order Form, including any updates, patches, and enhancements thereto.

"Technical Data" has the meaning set forth in Section 7.1.

"Territory" means the geographic region(s) specified in Schedule A within which MSP is authorized to market and distribute the Products.

2. APPOINTMENT AND LICENSE GRANT

2.1 Appointment.

Subject to the terms and conditions of this Agreement, Iru hereby appoints MSP, and MSP accepts such appointment, as a non-exclusive managed service provider authorized to access and use the Platform within the Territory during the Term. This appointment does not create an agency, franchise, joint venture, or employment relationship between the parties.

2.2 License Grant to MSP.

Subject to and conditioned on MSP's payment of all applicable Fees and full compliance with all terms and conditions of this Agreement, Iru grants MSP the following limited, non-exclusive, non-sublicensable, non-transferable (except as set forth in Section 19) rights during the Term:

(a) A license to access and use the Platform to manage, monitor, configure, and secure Devices owned or operated by MSP's Managed Clients;

(b) A license to market, promote, and distribute the Products to Managed Clients solely as part of MSP's managed services offerings and in accordance with this Agreement; and

2.3 Use of the Platform.

MSP acknowledges and agrees that the Platform is being made available to MSP pursuant to both this Agreement and the PSA. Any use of the Platform by MSP or any Managed Client is subject to the use rights and restrictions in the PSA. When using the Platform for its own purposes, MSP shall be considered a User under the PSA. Iru shall be responsible solely to MSP for providing the Platform, including all related support, in accordance with this Agreement and the PSA.

2.4 Restrictions.

MSP shall not, and shall ensure that its Authorized Users and Managed Clients do not:

(a) sublicense, resell, rent, lease, time-share, or otherwise transfer access to the Platform except as expressly authorized herein;

(b) copy, modify, adapt, translate, or create derivative works of the Platform or any component thereof;

(c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, object code, or underlying structure, ideas, or algorithms of the Platform (except to the extent such restriction is prohibited by applicable law that cannot be waived by contract);

(d) circumvent or disable any security, access control, licensing, or usage-limiting features of the Platform;

(e) use the Platform for benchmarking, competitive analysis, or to build a competing product or service;

(f) transmit any malicious code, virus, or harmful component through the Platform;

(g) remove, replace, modify, or obscure any Iru or third-party trademarks, trade names, copyright notices, or other proprietary marks within the Platform or Documentation;

(h) share, rent, lease, loan, or use the Platform for timesharing or service bureau purposes for any purpose not explicitly permitted by this Agreement; or

(i) use the Platform in any manner that violates Applicable Law or this Agreement.

2.5 Non-Exclusivity.

This is a non-exclusive relationship. The parties acknowledge and agree that Iru may enter into the same or similar relationships on the same or different terms with other parties, and to directly or indirectly market, license, distribute, or otherwise exploit the Platform in any manner, including through competing MSPs, direct sales, or other channels, in Iru's sole discretion.

3. MINIMUM COMMITMENT, PRICING, AND PAYMENT

3.1 Minimum Device Commitment.

MSP commits to maintaining no fewer than twenty-five (25) Devices enrolled on the Platform throughout each Commitment"). The Minimum Device Commitment represents a binding annual obligation and serves as the floor for MSP's monthly billing. MSP may enroll additional Devices above the Minimum Device Commitment at any time via a new Order Form, and such additional Devices will be billed at the then-current per-Device rate.

3.2 Annual Commitment; Monthly Billing in Arrears.

The commercial relationship under this Agreement is structured as an annual commitment with monthly payment in arrears. Each annual commitment period commences on the Effective Date (or its anniversary) and runs for twelve (12) consecutive calendar months. Iru shall invoice MSP monthly, in arrears, for the greater of: (a) the actual number of Devices enrolled during the preceding calendar month (as shown on Iru's systems on the last day of such month), or (b) the Minimum Device Commitment of 25 Devices, multiplied by the applicable per-Device rate set forth in Schedule A or the relevant Order Form.

3.3 Pricing.

Per-Device pricing shall be as set forth in Schedule A or the applicable Order Form. Iru reserves the right to adjust pricing upon sixty (60) days' written notice prior to the commencement of any renewal annual commitment period. In no event shall pricing be increased during a then-current annual commitment period without MSP's written consent. Iru will provide MSP with at least sixty (60) days' prior written notice of any changes to its standard pricing schedule prior to such changes taking effect under this Agreement.

3.4 Payment Terms.

All invoices are due and payable within thirty (30) days of the invoice date (net 30). All fees are stated in U.S. Dollars unless otherwise specified in an Order Form. Any amounts not paid when due shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by Applicable Law, plus all expenses of collection, including reasonable attorneys' fees. All payments are non-refundable except as expressly set forth herein. In the case of any withholding requirements, MSP will pay any required withholding itself and will not reduce the amount paid to Iru on account thereof.

3.5 Taxes.

All fees are exclusive of taxes. MSP shall be responsible for all sales, use, value-added, withholding, and other taxes and government charges arising from or related to this Agreement, other than taxes based on Iru's net income. If MSP is required to withhold taxes, MSP shall gross up the payment so that Iru receives the full invoiced amount.

3.6 Device True-Up.

If at any time during an annual commitment period the number of Devices enrolled exceeds the Minimum Device Commitment or any higher committed tier established in an Order Form, the excess Devices shall be invoiced at the applicable per-Device rate in the next monthly invoice. MSP is responsible for accurately maintaining enrollment records, and Iru may audit Device counts in accordance with Section 7.6. In the event of a discrepancy between MSP's records and Iru's platform records, Iru's platform records shall be presumed correct absent manifest error.

4. MSP OBLIGATIONS

4.1 Customer Agreements.

MSP shall not make the Platform or any Products available to any Managed Client except pursuant to a valid Customer Agreement. Prior to providing any Managed Client access to or the benefit of the Platform, MSP shall ensure that each Managed Client has executed or otherwise validly agreed to an enforceable written Customer Agreement that, at a minimum:

(a) incorporates or links to the PSA,

(b) disclaims Iru's liability for all matters arising out of or related to this Agreement and the Customer Agreement, to the fullest extent permissible by Applicable Law;

(c) requires the Managed Client, and any third parties using the Platform through the Managed Client, to seek redress solely against MSP for any matters covered thereunder;

(d) includes a third-party beneficiary clause giving Iru the benefit of, and right to enforce, the Customer Agreement against the Managed Client with respect to the Platform and Products;

(e) provides that MSP is solely liable to the Managed Client for any breach of the Customer Agreement; and

(f) complies with all Applicable Law, including Data Protection Laws.

MSP shall provide Iru with a copy of its standard form Customer Agreement upon request and shall not materially modify such form without prior notice to Iru.

4.2 Compliance with Laws.

MSP shall comply with all Applicable Law in performing its obligations under this Agreement, including without limitation: (a) the U.S. Foreign Corrupt Practices Act and analogous anti-bribery and anti-corruption laws; (b) all applicable export control, import, embargo, and sanctions regulations; and (c) all Data Protection Laws applicable to MSP's activities.

4.3 Personnel and Training.

MSP shall train and maintain technically capable personnel with the knowledge necessary to properly configure, deploy, and support the Platform for Managed Clients. MSP shall use commercially reasonable efforts to keep its technical staff current on Platform updates, features, and best practices, and shall complete any mandatory certification or training programs required by Iru.

4.4 Support to Managed Clients.

Iru shall provide MSP and Managed Clients with technical support in accordance with Iru’s then-current support offerings, as described at https://docs.iru.com/en/iru/iru-support/access-to-iru-support (or such successor URL as Iru may designate). Iru may update or modify its support models from time to time in its sole discretion.

4.5 Prohibited Conduct.

MSP shall not, and shall not permit its agents or Managed Clients to:

(a) represent itself as an agent, partner, employee, or exclusive vendor of Iru;

(b) make any representations, warranties, or commitments on behalf of Iru that are inconsistent with or in addition to those in this Agreement, the PSA, or the Documentation;

(d) take any action that may adversely affect the reputation or goodwill of Iru or the Platform;

(e) disclose the results of any benchmarking or performance testing of the Platform to any third party without Iru's prior written consent; or

(f) misrepresent in any way the origin, features, technical specifications, or expected benefits of the Platform or Products.

4.6 MSP Responsibility for Managed Clients and Users.

MSP is solely responsible for the delivery and results of all managed services it provides utilizing the Platform, including all of its agreements, commitments, acts, omissions, obligations, warranties, representations, or misrepresentations in connection therewith. Any breach of this Agreement or the PSA by a Managed Client or a User authorized by MSP shall be deemed to be a breach of this Agreement by MSP. As between MSP and Iru, MSP is solely responsible for determining whether the Platform and Products are sufficient for each Managed Client's purposes.

4.7 Anti-Corruption.

MSP represents and warrants that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any Managed Client or Iru employee or agent in connection with this Agreement. If MSP learns of any violation of the foregoing, MSP will promptly notify Iru.

5. OWNERSHIP AND INTELLECTUAL PROPERTY

5.1 Iru Ownership.

Iru and its licensors retain all right, title, and interest in and to the Platform, the Products, all modifications, enhancements, and derivative works thereof, the Documentation, and all related intellectual property rights (collectively, "Iru IP"). No rights are granted to MSP other than as expressly set forth in this Agreement. MSP acknowledges that it acquires no ownership rights, source code rights, or any other interest in connection with this Agreement. This Agreement is not a sale and does not convey to MSP, or any Managed Client, any rights of ownership in or related to the Platform, Products, or any intellectual property.

5.2 Assignment of Improvements.

To the extent MSP obtains any right, title, or interest in any Iru IP (whether by operation of law or otherwise), MSP hereby irrevocably assigns to Iru all such rights and agrees to execute all documents and take all actions reasonably necessary to confirm and perfect such assignment.

5.3 Feedback.

If MSP, its Authorized Users, Managed Clients, or a User provides Iru with any suggestions, ideas, enhancement requests, recommendations, or other feedback regarding the Platform ("Feedback"), Iru shall own all right, title, and interest in and to such Feedback and may use and incorporate it into the Platform without restriction, attribution, or compensation to MSP. MSP hereby assigns to Iru all right, title, and interest in and to any Feedback.

5.4 Performance Data.

As between the parties, Iru owns all Performance Data. Iru may use Performance Data for any lawful business purpose, including improving the Platform, developing new products and features, generating threat intelligence, and creating industry benchmarks, without restriction or obligation to MSP.

6. TECHNICAL SUPPORT AND SERVICE LEVELS

6.1 Support to MSP.

Iru shall provide MSP with technical support for the Platform in accordance with the following:______

The foregoing response times are targets and not guarantees. Iru shall use commercially reasonable efforts to meet or exceed these targets.

6.2 Platform Availability.

Iru shall use commercially reasonable efforts to maintain Platform availability of at least 99.9% measured on a monthly basis, excluding scheduled maintenance windows, emergency maintenance, and events of Force Majeure. Iru's sole obligation and MSP's sole remedy for failure to meet this availability target shall be service credits as described in the PSA. Iru’s SLA may be found here: https://docs.iru.com/en/iru/iru-support/service-level-agreement#remedies

6.3 Updates and Maintenance.

Iru may, in its sole discretion, release updates, patches, enhancements, and new features to the Platform. Iru shall use commercially reasonable efforts to provide MSP with advance notice of any scheduled maintenance that may impact Platform availability. MSP acknowledges that certain updates may be automatically applied and that continued use of the Platform constitutes acceptance of such updates.

7. DATA, RECORDS, AND AUDIT RIGHTS

7.1 Technical Data.

MSP acknowledges that the Platform collects technical information from enrolled Devices, including device configuration, software inventory, user activity logs, network metadata, and security telemetry (collectively, "Technical Data"). MSP shall ensure that it has obtained all necessary consents and authorizations from its Managed Clients (and their Users, where required) for the collection and processing of Technical Data through the Platform in accordance with Applicable Law.

7.2 Data Ownership.

As between the parties, MSP (or its Managed Clients, as applicable) retains ownership of Technical Data. Iru may use Technical Data in aggregated, de-identified form to improve the Platform, develop threat intelligence, create industry benchmarks, and for other lawful business purposes, provided such use does not identify MSP or any Managed Client.

7.3 Data Security.

Iru shall maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Technical Data in its possession or control against unauthorized access, use, modification, disclosure, or destruction. Iru's data handling practices shall be as further described in the Iru’s DPA and Iru's Privacy Policy.

7.4 Data Processing Addendum.

If the processing of personal data under this Agreement is subject to the EU General Data Protection Regulation, the California Consumer Privacy Act (as amended), or analogous Data Protection Laws, the parties shall execute Iru's then-current Data Processing Addendum, which shall be incorporated into and form part of this Agreement. In the event of a conflict between the DPA and this Agreement with respect to the processing of personal data, the DPA shall control.

7.5 Integrations.

MSP may enable integrations between the Platform and certain third-party services used by its Managed Clients. By enabling any such integration, MSP is instructing Iru, on behalf of its Managed Client, to share any data necessary to facilitate the integration. MSP and its Managed Clients are solely responsible for providing instructions to such third-party service providers about the use and protection of personal data. Iru and any such third-party service providers are not subprocessors of each other.

7.6 Record Keeping.

MSP shall maintain true, accurate, and complete records of all Device enrollments, Managed Client Agreements, Customer lists (with associated Device counts), and payment-related information for a period of no less than four (4) years following the applicable annual commitment period. MSP shall make such records available to Iru upon reasonable written request.

7.7 Audit Rights.

Iru shall have the right, no more than once per calendar year during the Term and for twelve (12) months thereafter, upon at least ten (10) business days' prior written notice, to audit MSP's records and systems (directly or through an independent auditor) to verify compliance with this Agreement, including Device counts, payment accuracy, and Customer Agreement compliance. MSP shall provide Iru with all reasonable assistance and information required to enable it to determine whether MSP is in compliance. If an audit reveals an underpayment of more than five percent (5%) of the amounts due in any year, MSP shall promptly pay all amounts due plus interest at the rate set forth in Section 3.4, plus the reasonable costs, fees, and expenses associated with such audit, within thirty (30) days after receiving notice. If an audit reveals a material breach, Iru may conduct additional audits at its discretion.

7.8 Compliance Certification.

MSP shall promptly provide to Iru, upon written request, a signed certification: (a) verifying that MSP is in compliance with the terms of this Agreement; and (b) listing all Managed Clients to which the Platform or Products are, or were, being provided, along with all related Device counts.

8. CONFIDENTIALITY

8.1 Definition.

"Confidential Information" means all information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party"), whether orally, in writing, or electronically, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes, without limitation: the Platform and all source code, specifications, designs, APIs, templates, interfaces, pricing, financial information, customer lists, business plans, trade secrets, technology and technical information, and the terms of this Agreement. Confidential Information does not include information that: (a) was already known to the Receiving Party without obligation of confidentiality at the time of disclosure; (b) becomes publicly available through no fault of the Receiving Party; (c) is received from a third party without confidentiality restrictions and without breach of any obligation owed to the Disclosing Party; or (d) is independently developed by the Receiving Party without reference to or use of the Disclosing Party's Confidential Information. For the avoidance of doubt, Performance Data is not Confidential Information.

8.2 Obligations.

The Receiving Party shall: (a) use Confidential Information solely for the purposes of this Agreement; (b) limit access to Confidential Information to those employees, contractors, advisors, and agents ("Representatives") who have a need to know and who are bound by confidentiality obligations no less protective than those herein; (c) protect Confidential Information using at least the same degree of care it uses for its own confidential information of a similar nature, but in no event less than reasonable care; and (d) promptly notify the Disclosing Party of any unauthorized access to or disclosure of Confidential Information. Each party shall be responsible for any breach of this Section caused by any of its Representatives.

8.3 Compelled Disclosure.

The Receiving Party may disclose Confidential Information to the extent required by Applicable Law, court order, or governmental order, provided it gives the Disclosing Party prompt written notice (to the extent legally permitted) and reasonably cooperates in seeking a protective order or other appropriate remedy.

8.4 Return or Destruction.

Upon termination or expiration of this Agreement, or upon the Disclosing Party's written request, the Receiving Party shall promptly return or destroy all Confidential Information and certify such return or destruction in writing. Notwithstanding the foregoing, a Receiving Party may retain copies of Confidential Information solely to the extent necessary for purposes of its ordinary course internal document retention, backup, and compliance requirements, provided that such Confidential Information shall remain subject to the terms and conditions of this Agreement for so long as it is retained.

9. BRAND RIGHTS AND MARKETING

9.1 Trademark License.

Subject to and conditioned on MSP's compliance with this Agreement, Iru grants MSP a limited, non-exclusive, non-sublicensable, non-transferable, fully revocable license to use Iru's trademarks, logos, and brand elements ("Iru Marks") solely during the Term and solely in connection with MSP's marketing, promotion, and distribution of the Products in the Territory, and in accordance with Iru's brand guidelines as provided from time to time. All goodwill arising from MSP's use of the Iru Marks shall inure to the benefit of Iru. MSP shall comply with any Iru branding, name, and logo usage guidelines provided by Iru.

9.2 Marketing Materials.

MSP may use marketing materials provided by Iru and may create its own marketing materials, provided that any MSP-created materials referencing Iru, the Platform, or the Products must be submitted to Iru for written approval prior to publication or distribution. MSP shall cease use of any materials promptly upon Iru's written request.

9.3 Iru's Use of MSP Marks.

During the Term and for thirty (30) days thereafter, Iru may use MSP's name, logo, and trademarks ("MSP Marks") to identify MSP as an authorized managed service provider partner on Iru's website, in partner directories, and in marketing or advertising materials, free of charge and worldwide.

9.4 White-Labeling Restrictions.

MSP shall not apply its own branding to the Platform in a manner that obscures or removes Iru's branding, unless Iru has granted prior written consent for a white-label or co-branded arrangement under a separate addendum.

9.5 Publicity.

MSP agrees to participate in reasonable press announcements, case studies, trade shows, or other marketing activities reasonably requested by Iru. Neither party may issue press releases or other public announcements regarding this Agreement without the other party's prior written consent.

10. WARRANTIES

10.1 Iru Warranties.

Iru warrants that: (a) the Platform will materially conform to the Documentation during the Term; (b) the Platform will not contain any intentionally introduced malicious code; and (c) Iru has the authority to enter into this Agreement and grant the rights herein.

10.2 MSP Warranties.

MSP warrants that: (a) it has the authority to enter into this Agreement and to bind the entity on whose behalf it is entering into this Agreement; (b) it will perform its obligations in compliance with all Applicable Law; (c) it will maintain enforceable Customer Agreements as required by Section 4.1; (d) any content it provides in connection with the Platform will not violate any intellectual property rights of any third party; and (e) it will ensure that each Managed Client has obtained the consent of each User associated with such Managed Client, in accordance with Applicable Law, for the collection and processing of data by the Platform.

10.3 Disclaimer.

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 10, IRU MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. THE PLATFORM IS PROVIDED "AS-IS" AND "AS AVAILABLE." THE PLATFORM IS NOT FAULT-TOLERANT AND IS NOT DESIGNED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE. IRU DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT IT WILL DETECT OR PREVENT ALL SECURITY THREATS. NO THREAT DETECTION OR ENDPOINT MANAGEMENT SOLUTION IS FAIL-SAFE.

10.4 Sole Remedy for Warranty Breach.

MSP's sole remedy and Iru's sole obligation for any breach of the warranties in Section 10.1 shall be, at Iru's option: (a) correction of the non-conformity; or (b) termination of the affected Product and a pro-rata refund of prepaid, unused fees for the terminated Product. THIS SECTION STATES MSP'S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF WARRANTY.

11. INDEMNIFICATION

11.1 Indemnification by Iru.

Iru shall indemnify and defend MSP against any third-party claim alleging that MSP's authorized use of the Platform in accordance with this Agreement infringes a third party's patent, copyright, or misappropriates a third party's trade secret, and shall indemnify MSP for any damages finally awarded by a court of competent jurisdiction or settlement amounts approved by Iru. If the Platform becomes, or in Iru's opinion is likely to become, the subject of an infringement claim, Iru may, at its option and expense: (a) modify the Platform to be non-infringing; (b) procure a license for MSP's continued use; or (c) terminate the Agreement and provide a pro-rata refund of prepaid, unused fees. Iru shall have no obligation to indemnify to the extent a claim arises from: (w) components not created by Iru; (x) MSP's modification of the Platform; (y) combination of the Platform with non-Iru products, processes, or materials where the alleged infringement relates to such combination; or (z) MSP's or any Managed Client's continued use of the Platform after being notified of the alleged infringement or after being informed of modifications that would have avoided the alleged infringement. THIS SECTION STATES MSP'S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT, MISAPPROPRIATION, AND/OR CLAIMS ALLEGING INFRINGEMENT OR MISAPPROPRIATION.

11.2 Indemnification by MSP.

MSP shall defend and indemnify, Iru and its officers, directors, employees, agents, and Affiliates against any third-party claim, action, suit, or proceeding arising from or related to: (a) MSP's Customer Agreements, Managed Services, or MSP's relationship with Managed Clients, including all commitments, acts, omissions, warranties, and representations made by MSP to Managed Clients; (b) Technical Data or MSP's failure to obtain required consents; (c) any security incident involving MSP's or a Managed Client's systems (except to the extent directly caused by a proven breach of Iru's obligations under Section 7.3); (d) MSP's other products or services offered alongside or in connection with the Platform; or (e) MSP's breach of Section 4 (MSP Obligations), Section 5 (Intellectual Property), or Section 7 (Data). MSP shall indemnify Iru for all resulting damages, losses, costs, settlements, and expenses (including reasonable attorneys' fees).

11.3 Indemnification Procedures.

The indemnified party shall: (a) provide prompt written notice of the claim (provided that failure to provide prompt notice shall only relieve the indemnifying party of its obligations to the extent it is materially prejudiced by such failure); (b) grant the indemnifying party sole control of the defense and settlement (provided the indemnifying party shall not settle in a manner requiring the indemnified party to admit liability or pay money without the indemnified party's prior written consent); and (c) provide reasonable cooperation at the indemnifying party's expense. The indemnified party may participate in the defense with its own counsel at its own expense.

12. LIMITATION OF LIABILITY

12.1 Exclusion of Consequential Damages.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY (INCLUDING CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Aggregate Liability Cap.

THE TOTAL AGGREGATE LIABILITY OF IRU AND ITS LICENSORS UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY MSP TO IRU DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

12.3 Exceptions.

THE FOREGOING LIMITATIONS IN SECTIONS 12.1 AND 12.2 SHALL NOT APPLY TO: (A) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 11; (B) MSP'S PAYMENT OBLIGATIONS UNDER SECTION 3; OR (C) LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT.

13. TERM AND RENEWAL

13.1 Initial Term.

This Agreement shall commence on the Effective Date and shall remain in effect for an initial period of one (1) year (the "Initial Term").

13.2 Renewal.

Following the Initial Term, this Agreement shall automatically renew for successive one (1) year periods (each a "Renewal Term" and, together with the Initial Term, the "Term"), unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current Term. Each Renewal Term constitutes a new annual commitment period for purposes of Section 3.

13.3 Effect on Minimum Commitment.

The Minimum Device Commitment shall apply to each annual commitment period (whether the Initial Term or any Renewal Term). Iru may adjust the Minimum Device Commitment for a Renewal Term by providing written notice at least sixty (60) days prior to the commencement of such Renewal Term.

14. TERMINATION AND SUSPENSION

14.1 Termination for Cause.

Either party may terminate this Agreement upon thirty (30) days' written notice if the other party commits a material breach (other than a payment breach by MSP) and fails to cure such breach within the notice period. The notice must describe the breach with specificity sufficient to enable the breaching party to understand and cure it.

14.2 Termination for Payment Default.

If MSP fails to pay any undisputed Fees or other agreed-upon amounts when due, Iru may terminate this Agreement upon five (5) business days' prior written notice to MSP, provided that this Agreement will not terminate if MSP has paid all amounts due prior to the expiration of such five (5) business-day period.

14.3 Termination for Insolvency.

Either party may immediately terminate this Agreement upon written notice if the other party: (a) becomes the subject of a petition in bankruptcy, receivership, liquidation, administration, or assignment for the benefit of creditors that is not dismissed within sixty (60) days; (b) makes a voluntary arrangement with its creditors; or (c) ceases or threatens to cease doing business.

14.4 Suspension.

If MSP fails to pay any undisputed overdue Fees within five (5) business days after written notice thereof, Iru may immediately suspend MSP's access to the Platform until payment is received in full, including all accrued interest. Such suspension shall not relieve MSP of its payment obligations or limit Iru's other rights and remedies. Iru shall use commercially reasonable efforts to provide MSP with notice before any suspension takes effect.

14.5 Effect of Termination.

Upon termination or expiration of this Agreement for any reason:

(a) all rights and licenses granted to MSP shall immediately terminate;

(b) MSP shall cease signing up new Managed Clients and shall not renew any Customer Agreements referencing the Platform;

(c) MSP shall pay all amounts due and owing, including Fees for the remainder of any then-current annual commitment period if terminated by Iru for cause or by MSP for convenience;

(d) MSP shall cease all use, marketing, and distribution of the Platform and Products;

(e) each party shall return or destroy all Confidential Information per Section 8.4;

(f) each party shall cease use of the other party's trademarks;

(g) upon request, each party shall certify its compliance with the foregoing in writing; and

(h) in the event of termination by Iru for cause under Sections 14.1 or 14.2, MSP shall provide Iru with the contact information for each Managed Client and reasonably assist Iru in transitioning any Managed Clients desiring to continue using the Platform directly with Iru.

Termination shall not relieve either party of obligations that accrued prior to the effective date of termination.

14.6 Final Invoice.

In the event of termination by either party, the final invoice shall be based on the highest number of Devices enrolled (as shown on Iru's systems) on any day during the final billing period, prorated in the event that termination does not occur on the last day of a month.

15. NON-SOLICITATION

During the Term and for twelve (12) months thereafter, neither party shall directly solicit for employment any employee of the other party who was materially involved in the performance of this Agreement. General public solicitations (e.g., job postings on public job boards) shall not constitute a violation of this Section.

16. GOVERNMENT AND EXPORT MATTERS

16.1 Export Compliance.

Notwithstanding anything else in this Agreement, MSP may not use, provide to any Managed Client or person, or export or re-export or allow the export or re-export of, the Platform or any Products or any direct product thereof, in violation of any restrictions, laws, or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. Each party represents that it is not named on any U.S. government denied-party list. MSP shall not access or use, nor permit any Managed Client or User to access or use, the Platform in a U.S.-embargoed country or region.

16.2 Government End Users.

The Platform (including all software components) constitutes "commercial items" as defined at FAR 2.101. If acquired by or on behalf of any agency of the U.S. Government, the Government acquires only those rights in technical data and software customarily provided to the public as defined in this Agreement, in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Computer Software). If acquired by or on behalf of any agency within the Department of Defense, DFARS 227.7202-3 applies. This Section is in lieu of, and supersedes, any other FAR, DFARS, or other clause addressing Government rights in computer software or technical data under this Agreement.

17. GOVERNING LAW AND DISPUTE RESOLUTION

17.1 Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

17.2 Dispute Resolution.

Any dispute arising out of or in connection with this Agreement shall first be subject to good-faith negotiation between senior executives of the parties for a period of thirty (30) days. If the dispute is not resolved through negotiation, either party may pursue resolution in the federal or state courts located in Wilmington, Delaware, and each party hereby consents to the exclusive jurisdiction and venue of such courts. Notwithstanding the foregoing, either party shall have the right to seek injunctive or other equitable relief in any court of competent jurisdiction.

17.3 Prevailing Party.

In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover its reasonable costs and attorneys' fees.

18. FORCE MAJEURE

Neither party shall be liable for any delay or failure to perform its obligations (other than payment obligations) due to causes beyond its reasonable control, including acts of God, government actions, war, terrorism, natural disasters, pandemics, epidemics, labor disputes, utility or telecommunications failures, or cyberattacks (a "Force Majeure Event"). The affected party shall provide prompt notice and use commercially reasonable efforts to mitigate the impact. If a Force Majeure Event continues for more than thirty (30) consecutive days, the unaffected party may terminate this Agreement upon written notice without further liability (except for accrued payment obligations).

19. ASSIGNMENT

Iru may transfer and assign any of its rights and obligations under this Agreement without restriction. MSP may not assign, transfer, or sublicense this Agreement without Iru's prior written consent, which shall not be unreasonably withheld; provided, however, that either party may assign this Agreement in its entirety, without consent, to an Affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee is not a direct competitor of the other party and assumes all obligations hereunder. Any purported assignment in violation of this Section shall be void. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.

20. GENERAL PROVISIONS

20.1 Entire Agreement.

This Agreement, together with all Schedules, Exhibits, Order Forms, the EULA, the PSA, and the DPA (if applicable), constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, representations, and understandings, whether written or oral. Any pre-printed terms on purchase orders or other documents issued by MSP are rejected and shall have no force or effect. In the event of a conflict between this Agreement and any Order Form, the Order Form shall control solely with respect to the subject matter of that Order Form; in all other respects, this Agreement shall control.

20.2 Amendments.

Iru may update this Agreement, the PSA, brand guidelines, and Documentation from time to time without written notice to MSP. Continued use of the Platform following such notice constitutes acceptance of the updated terms.

20.3 Waiver.

No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. All waivers must be in writing and signed by the party against whom the waiver is to be enforced.

20.4 Severability.

If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent.

20.5 Independent Contractor.

MSP is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship between the parties. Neither party has any authority of any kind to bind the other in any respect. There are no third-party beneficiaries to this Agreement except as expressly set forth in Section 4.1(d).

20.6 Notices.

All notices under this Agreement must be in writing and delivered by hand, nationally

recognized overnight courier, or registered mail to the addresses on the signature page (or such other address as a party may designate in writing). Notices are effective upon receipt. Iru may also provide notices via email to the contact address provided by MSP, and such email notices shall be effective when sent.

20.7 Counterparts.

This Agreement may be executed in counterparts, including electronic counterparts, each of which shall be deemed an original and all of which together shall constitute one agreement.

20.8 Survival.

Sections 3 (with respect to accrued obligations), 4.6, 5, 7, 8, 10.3, 10.4, 11, 12, 14.5, 14.6, 15, 16, and 17 through 20 shall survive termination or expiration of this Agreement.

20.9 Order of Precedence.

In the event of a conflict or inconsistency among the documents forming part of this Agreement, the following order of precedence shall apply (from highest to lowest priority): (a) the body of this Agreement; (b) any Order Form; (c) the Schedules and Exhibits; (d) the DPA (if applicable); and (e) the PSA

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