Last updated: August 26, 2025*

Please review the Software-as-a-Service License and Services Standard Terms carefully before entering into an Agreement to Purchase.

* For convenience only, a summary of the August 5, 2025, and August 26, 2025, changes are below:

• We added a provision regarding patch management and maintenance windows.
• We added a clarification that access to the NPact products is permitted only by accessing such products by direct login through the NPact Software. NPact does not authorize third parties to give donors access to our platform.
• We added a clarification that NPact will not be liable for any claims related to third-party actions, content, security, or services.
• We updated the Limitation of Liability section.
• We reserved the ability to make changes to the Software-as-a-Service License and Services Standard Terms effective on the date specified on the NPact Website.These Software-as-a-Service License and Services Standard Terms (these “Standard Terms”) by and between NPact and Customer are hereby incorporated into and made part of each NPact Agreement to Purchase by and between the parties (as amended or restated from time to time, the “ATP”).NPact’s performance of each Agreement to Purchase, including without limitation each SOW, is expressly conditioned on Customer’s acceptance of and compliance with these Software-as-a-Service License and Services Standard Terms, and by entering into each ATP, Customer agrees to be bound by these Software-as-a-Service License and Services Standard Terms. If Customer disagrees with any part of these Software-as-a-Service License and Services Standard Terms, then Customer may terminate the ATP, including without limitation each SOW, in accordance with the Standard Terms.In consideration of the mutual promises exchanged herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:1 DEFINITIONS
  “Affiliate” means any present or future entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, a party.  For the purpose of this definition, "control" and corollaries means (i) the legal or beneficial ownership of fifty percent (50%) or more of the outstanding voting stock of a corporation or the equity of a limited liability company, partnership or joint venture, or (ii) the power to exercise a controlling influence over the management or policies of a legal entity.“Agreement to Purchase” or “ATP” mean every NPact agreement to purchase duly executed by an authorized signatory of each party by which Customer orders Software and Services.

  “Customer Data” means non-public data and/or databases uploaded or provided by Customer to NPact to enable the provision of access to, and use of, the Services as well as all content, data and information recorded and stored by Software for Customer.

  “Deliverable(s)” means all materials provided to Customer by NPact while performing Professional Services.

  “Documentation” means the [specifications for particular Modules in effect on the date of the applicable ATP provided by NPact to Customer and updates that may be provided by NPact during the Term.

  “Intended Use” of the Software means that the Software is to be used solely by the Customer for the Customer’s benefit for the purpose of managing donations, endowment and grants to and from the Customer for its nonprofit mission.

  “Module(s)” means any and all core and optional modules of the Software.

  “Professional Service(s)” mean the implementation, integration, migration, data import and export, documentation, monitoring, technical support, backup and recovery, change management, training and/or customization services and other nonprofit consulting services elected by Customer and described in a Professional Services SOW(s).

  “Services” mean any or all of Subscription Services, Professional Services and/or Support Services, as applicable.

  “Software” means the NPact software and/or Modules, or future NPact software programs described and ordered on any ATP and any embedded programs of NPact’s licensors, including all copies in whole or part, backups, related documentation and any Updates.

  “Statement of Work” or “SOW” means any statements of work for Professional Services mutually agreed to by the parties from time to time and duly executed by an authorized signatory of each party which are hereby Incorporated in the ATP by reference.

  “Subscription Services” mean the Software-as-a-Service and Support Services described on the particular ATP, as elected by Customer.

  “Support Services” mean the services provided under NPact’s then current Subscription Services Basic Support Terms or Subscription Services Premium Support Terms, as elected by Customer.

  “Update(s)” mean patches, bug fixes, workarounds, upgrades and updates subsequently provided by NPact that NPact makes generally available at no additional charge for customers receiving Subscription Services Basic Support. Updates will not include any release, option, future product, or any upgrade in features, functionality or performance of the Software that NPact licenses separately or offers only for an additional fee.

  “User(s)” means Customer’s employees, independent contractors and agents, who are subject to written obligations relating to license restrictions, confidentiality, nonuse and intellectual property rights substantially similar to the provisions of these Standard Terms.

  2 GRANT OF LICENSE
  2.1 License Grant.  Subject to the terms of the ATP, during the Term NPact grants to Customer, and Customer accepts, a nonexclusive, nontransferable license (without the right to sublicense) under NPact’s intellectual property rights: (i) to use the Software and Deliverables for the Intended Use for Customer’s internal business purposes in connection with the number of Modules and number of Users for which license fees have been paid and at the locations specified in the ATP; and (ii) to have NPact system integrators implement the Software for the Customer.  This is a license agreement and not an agreement for sale.  All rights not specifically granted are reserved to NPact and its licensors.

  2.2 Updates to the Service.  NPact may make changes and Updates to the Software and/or Services from time to time with at least fifteen (15) days prior written notice to Customer; provided that no such change or Update shall, without Customer’s prior written consent, materially diminish functionalities of the Software existing as of the Effective Date of the ATP.

  2.3 Compliance.  On request, Customer will provide NPact with a written statement, certified by an authorized representative of Customer, listing the number of Users in connection with the Software. NPact will have the right, no more than once annually (except for cause), to conduct and/or direct an independent accounting firm to conduct, during normal business hours and on reasonable notice, an audit of the appropriate records of Customer to verify authorized Users by: (i) remotely logging into the Software hosted by NPact for Customer, and (ii) if applicable, scheduling an onsite audit at Customer’s facilities.  If Customer’s records prove to be inaccurate by more than five percent (5%) to NPact’s detriment, then the Customer will pay all costs of the audit as well as applicable license and support fees on a retroactive basis.

  2.4 Rejection of External Passthrough. NPact does not authorize Customer or its subsidiaries, affiliates, employees, donors, grant applicants, grant recipients, scholarship applicants, scholarship recipients, grant reviewers, vendors, board members or agents to access the Services or Software through third-party products or applications or initiate and/or authorize any actions including but not limited to communications, donations, grants, transfers, allocations or reallocations, or payments of any kind through third-party products or applications. For the avoidance of doubt, NPact authorizes access to the Services or Software and any NPact product only by accessing such products by direct login through the NPact Software. Customer and its subsidiaries, affiliates, employees, donors, grant applicants, grant recipients, scholarship applicants, scholarship recipients, grant reviewers, vendors, board members and agents may not impose or pass through any additional or conflicting terms, conditions, or policies on NPact through use of the Services or Software, including but not limited to terms contained in purchase orders, click-through agreements, or other communications. Any such terms are hereby expressly rejected and shall be null and void. NPact does not accept, agree to, or become bound by any third-party terms of use, privacy policies, or other contractual obligations that are not explicitly agreed to in writing by an authorized representative of NPact. Customer’s access to or interaction with the Services or Software does not constitute NPact’s acceptance of any such external terms, and any attempt to impose them is expressly rejected and disclaimed.

  2.5 Rejection of External Liability. To the fullest extent permitted by applicable law, NPact expressly disclaims and rejects any liability, obligation, or responsibility arising out of, resulting from or related to any third-party terms, conditions, representations, warranties, or agreements that are not expressly accepted in writing by an authorized representative of NPact.

  NPact shall not be liable for any claims, damages, or losses arising out of, resulting from or related to third-party actions, content, security, privacy, accuracy, services, or agreements, including but not limited to those imposed by vendors, users, or other external parties through the use of the Services or Software or any associated services. Any attempt to impose such liability on NPact is hereby expressly rejected and disclaimed and shall be deemed null and void.

  3. SERVICES
  3.1 Professional Services. Each Statement of Work shall specify and further describe the Professional Services to be provided, and may, but need not, include, the Professional Services offered, limitations, milestones, fees, term and other applicable terms and conditions. NPact agrees that the Services shall be provided in compliance with applicable federal, state, and local laws and regulations. All NPact consultants will be instructed to follow guidelines outlined in NPact’s then current Customer Data Handling and Data Retention Policy.

  3.2 Change Orders. Any changes to any Statement of Work must be mutually agreed in a written change order signed by an authorized representative of both Customer and NPact (“Change Order”).  No verbal agreement between persons involved in the project will be binding on either Customer or NPact.  Mutually acceptable changes in the scope of work and adjustments in schedule and price will be incorporated as a modification to the applicable Statement of Work or may become the basis of a new, follow-on Statement of Work.  Customer may initiate a request for a Change Order, and the NPact project team will review its ability and capacity to accommodate the Customer request. NPact has no obligation to perform any requested change until a Change Order is signed by Customer and NPact in writing at a mutually agreed price and timeline.  All time limits for NPact to respond to adjustments are extended until mutual agreement in a Change Order.

  The approval process for change requests is as follows:
  A request for change is identified and documented by either party.
  The requested change is reviewed and agreed to by Customer and NPact.
  An amendment to the Statement of Work is composed and mutually agreed to by Customer and NPact.
  The amendment is incorporated into the Statement of Work and implemented.

  3.3 Customer Responsibilities and Delays. Customer will provide the following information to NPact as requested, in order to provide Services:
  Access to required software systems.
  Contact information of all key stakeholders.
  Access to any other information as determined at the time.

  NPact is not responsible for any delays in the development or delivery or failure to perform to the extent attributable to or caused by:
  Customer failing to act or respond in accordance with any written schedule, or
  Any circumstances beyond NPact’s and Customer’s reasonable control, as further provided for in Section 15 (Force Majeure) of these Standard Terms.

  Customer is responsible for (i) all uses of any account that Customer’s personnel or consultants have access to, and (ii) securing their NPact account, passwords, and files. Customer understands and agrees that NPact is not responsible for any losses, damages, costs, expenses or claims that result from stolen or lost passwords.

  3.4 Future Activities.  Customer acknowledges that NPact and its employees, consultants or subcontractors may from time to time perform services for others or incorporate functionality in its Software that are similar or identical to Services performed for or a Deliverable created for Customer under the ATP.  So long as no Confidential Information of Customer is disclosed, NPact will not be restricted in any way from developing or providing to others software, forms, materials, methodologies, modifications or services which are similar or identical to Services performed for, or Deliverables created for, Customer, or restricted in its use of personnel providing Services hereunder.

  4. ADDITIONAL RESTRICTIONS AND RESPONSIBILITIES
  4.1 Software Restrictions. Customer will not, nor permit or encourage any third party, administrator or User to, directly or indirectly (i) reverse engineer, decompile, disassemble or otherwise attempt to discover or derive the source code, object code or underlying structure, ideas, know-how or algorithms relevant to any Software, Documentation or data licensed hereunder or developed by NPact and employed in Services; (ii) modify, translate, or create derivative works based on any Software employed in Services; (iii) host, sell, resell, license, copy, rent, lease, distribute, or use any Software or otherwise use any Software or Service to or for access by or the benefit of a third party; (iv) modify, remove or obstruct any proprietary notices or labels from the Software or Services; or (v) use any Software or Services in any manner to assist or take part in the development, marketing or sale of a product or services potentially competitive with such Software or Services. For the avoidance of doubt, the Services and Software, including but not limited to all User-visible aspects of the Services, are the Confidential Information of NPact, and Customer will comply with Section 5 (Confidentiality) of these Standard Terms with respect thereto.

  4.2 Cooperation. Customer shall provide all timely cooperation and assistance as NPact may reasonably request to enable NPact to exercise its rights and perform its obligations under, and in connection with, the ATP, including providing NPact with such access to Customer’s premises and its information technology infrastructure as is necessary for NPact to perform the Services in accordance with the ATP.

  4.3  Third-Party Services and Third-Party Products. If Customer uses any third-party services with the Services or manages any third-party products using the Services, whether or not such services or products were provided or recommended by NPact: (a) NPact will not be responsible for any act or omission of the third-party, including but not limited to the third-party's access to or use of Customer Data; and (b) NPact does not warrant any third-party service or third-party product or support any third-party service or third-party product except for support as expressly provided in the Professional Services that are outlined in the Statement of Work. The Customer is responsible for complying with licenses and paying fees for third-party services and products. Customer acknowledges and agrees that NPact is not responsible for any third-party products, including Blackbaud products, and that Customer must contract directly with Blackbaud or any other third-party for its products and look solely to Blackbaud or any other third-party for any representations, warranties or indemnities of the Blackbaud or any other third-party products. NPact is not liable for any changes made to the Blackbaud products or any other third-party products.

  4.4 Customer Data and Personal Data.
  (a) Migration Professional Services. For migration Professional Services projects that require access to Customer Data or its database, the following procedures are followed:
  The Customer Data and any related required IP should be transferred via secure FTP.
  Once the project is completed and accepted by the Customer, Customer Data is held for ten (10) business days, after which the Customer Data is deleted from any NPact development machines/servers (excluding routine backup servers which are not readily accessible).
  If after ten (10) business days Customer requests changes or needs issue resolution, a backup of the Customer Data or database and any related IP is requested from the Customer via the secure FTP channel.
  For any Customer request that requires replication or data analysis, NPact will first try and replicate it in a local environment by creating data based on the use cases provided by the Customer. If this is not possible, the next step is to request backup from the Customer. This is typically done by a Customer representative upon a request from an NPact employee. Once NPact has a copy of the Customer Data, the Customer Data is analyzed, and results are provided to the Customer, after which all Customer Data files are removed from any NPact development machines/servers within ten (10) business days (excluding routine backup servers which are not readily accessible).

  (b) Hosting Customer Data. If NPact hosts Software for Customer that requires access to Customer Data, the following procedures are followed:
  The Customer Data and any related required IP should be transferred via secure FTP.
  NPact agrees to use Customer Data only for purposes of performance of hosting the Software for Customer pursuant to the ATP.
  After the date NPact stops hosting Software for Customer, Customer Data is held for ten (10) business days, after which the Customer Data is deleted from any NPact machines/servers (excluding routine backup servers which are not readily accessible).

  (c) Personal Data.  Each party acknowledges and agrees that, in performing under any ATP, including any SOW, NPact may have access to Customer Data that relates to an identified or identifiable natural person (e.g., consumers, employees or other individuals) (“Personal Data”), and that Personal Data is subject to laws in multiple jurisdictions worldwide that relate to (i) the confidentiality, collection, use, handling, processing, security, protection, transfer or free movement of Personal Data, (ii) data privacy, (iii) trans-border data flows, and/or (iv) data protection. Each party agrees that, to the extent applicable, it will take reasonable measures to comply with applicable laws covering the security and privacy of Personal Data, as further described in the NPact Privacy Policy. https://npact.com/NPact_Privacy_Policy

  4.5 Professional Communication Expectations. All parties involved in the ATP are expected to uphold high standards of professionalism in all forms of communication, including but not limited to email correspondence, written documents, verbal interactions, and virtual meetings. This commitment includes the following:
  Respectful Interactions:
  All communications must be conducted with respect, courtesy, and professionalism.
  Written and verbal language should avoid slang, inflammatory remarks, sarcasm, or any expressions that may be perceived as disrespectful, unprofessional, or hostile.
  Constructive Dialogue:
  Feedback, inquiries, and requests should focus on finding solutions and fostering collaboration.
  Communications should be clear, concise, and purpose-driven to ensure mutual understanding.
  Professional Conduct:
  Behaviors or language that could be interpreted as hostile, aggressive, dismissive, or disruptive are strictly prohibited.
  All interactions should reflect a commitment to maintaining a positive and inclusive working environment.
  Failure to adhere to these standards may result in a formal review of the working relationship. Persistent non-compliance will be grounds for the termination of the ATP to ensure a constructive and professional environment for all parties involved.

  4.6  Patch Management.  Customer acknowledges and agrees that NPact performs periodic patch management and other maintenance that requires downtime for the Software and Subscription Services. Downtime is generally scheduled from Friday 9pm CST to Monday 6am CST.

  5. CONFIDENTIALITY
  5.1 Confidential Information. Each party (the “Receiving Party”) understands that it has been, and may be, exposed to or have acquired business, technical or financial information relating to the other party, (the “Disclosing Party”), including any such information of third parties relating to performance of the Services that the Disclosing Party is permitted to disclose for purposes of performance of the ATP and is obligated to protect as confidential (“Confidential Information”). Confidential Information of NPact includes, but is not limited to, the Software object and source code and non-public information regarding features, functionality and performance of any Software. Confidential Information of Customer includes Customer Data. The terms and conditions of this ATP, including all SOWs, pricing and related metrics, are NPact’s Confidential Information.

  5.2 Exceptions. Notwithstanding anything to the contrary contained herein, Confidential Information shall not include any information that the Receiving Party can document (i) is or becomes generally available to the public through no fault of its own, (ii) was in its possession or known by it without restriction prior to receipt from the Disclosing Party, (iii) was rightfully disclosed to it without restriction by a third party, or (iv) was independently developed without use of or reference to any Confidential Information of the Disclosing Party.

  5.3 Non-use and Non-disclosure. With respect to Confidential Information of the Disclosing Party, the Receiving Party agrees to: (i) use the same degree of care to protect the confidentiality, and prevent the unauthorized use or disclosure, of such Confidential Information it uses to protect its own proprietary and confidential information of like nature, which shall not be less than a reasonable degree of care, (ii) hold all such Confidential Information in strict confidence and not use, sell, copy, transfer, reproduce or divulge such Confidential Information to any third party except as authorized herein or by the prior written consent of an authorized representative of the Disclosing Party specifically referencing an intended exception to these obligations of confidentiality, and (iii) not use such Confidential Information for any purposes whatsoever other than the performance of the ATP. Each Receiving Party shall restrict access to Confidential Information to its and its Affiliates’ respective representatives who have a reasonable need-to-know for the purposes of the ATP. Each Receiving Party shall be responsible for compliance with this Section 5 (Confidentiality) by its representatives and shall assume liability for any noncompliance.

  5.4 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent necessary to comply with a court order or applicable law; provided, however, that the Receiving Party delivers reasonable advance written notice of such disclosure to the Disclosing Party, if reasonably possible, and cooperates with Disclosing Party in its efforts to secure confidential treatment of such Confidential Information, in whole or in part.

  5.5 Remedies for Breach of Obligation of Confidentiality. The Receiving Party acknowledges that breach or threat of breach of its obligations of confidentiality or non-use may cause irreparable harm to the Disclosing Party for which the Disclosing Party may not be fully or adequately compensated by recovery of monetary damages. Accordingly, in the event of any violation, or threatened violation, by the Receiving Party of its obligations under this Section, the Disclosing Party shall be entitled to seek injunctive relief from a court of competent jurisdiction in addition to any other remedy that may be available at law or in equity, without the necessity of posting bond or proving actual damages.

  5.6 Return.  The Receiving Party’s obligations regarding Confidential Information shall continue in effect during the Term and for five (5) years after the expiration or termination of the ATP. The Receiving Party shall return all Confidential Information (including all copies in whole or in part) to Disclosing Party upon request at any time or on expiration or termination of the ATP.

  6. PROPRIETARY RIGHTS
  6.1 Ownership. NPact shall own and retain all right, title and interest in and to (i) any Software and any software, applications, inventions or other technology developed in connection with the Services, including Deliverables, and (ii) all intellectual property and proprietary rights in and related to any of the foregoing (collectively, “Services IP”). To the extent Customer acquires any right, title or interest in any Services IP, Customer hereby assigns and agrees to assign to NPact all of Customer’s right, title and interest in such Services IP to NPact.

  6.2 Customer Data. As between NPact and Customer, Customer shall retain and own all right, title and interest in and to the Customer Data. Subject to the terms of the ATP, Customer grants to NPact, and NPact accepts a non-exclusive, royalty-free and nontransferable (except as set forth in Section 16) license to make a reasonable number of copies, host, index, publish and otherwise use Customer Data solely to provide the Software and Services to Customer.
  6.3 No Other Rights. No rights or licenses are granted or implied except as expressly set forth herein.

  7. FEES & PAYMENT
  7.1 Fees. Customer will pay NPact the applicable fees described in the ATP or Statement of Work, as applicable, in accordance with the terms set forth herein and therein (“Fees”), including, for the avoidance of doubt, any fees incurred through Customer’s use of Software exceeding a services capacity parameter specified on an ATP. Cancellations, last-minute schedule changes, and no-shows will be billed at the full hourly cost.

  7.2 Renewal Fees. For Subscription Services and Subscription Services Basic or Premium Support, and If applicable and described in an ATP or Statement of Work, for other Services, upon the commencement of each Renewal Term, (i) Customer shall be liable to NPact for payment of a Renewal Fee. Customer hereby consents to NPact charging any such Renewal Fee to the payment method associated with Customer’s account without need to provide any further notice or receive any further consent. Each “Renewal Fee” shall equal the Subscription Services Fee or other Services Fees due to NPact during the previous Term, as may be increased in NPact’s sole discretion by a percentage up to the Fee Increase Percentage unless another percentage is specified on the applicable ATP; provided, if the Initial Term was greater than one (1) year, for purposes of calculating the initial Renewal Fee the Service Fee shall be prorated to one (1) year. “Fee Increase Percentage” means fees shall increase annually by an amount equal to the greater of (i) three percent (3%) for each year of the Term, and (ii) the annual percentage increase in the consumer price index (the “CPI”) as published by the Federal Bureau of Labor Statistics. For example, if the CPI is 4% and the Software Subscription Services Fee is $50,000.00, the new annual Software Subscription Services Fee would be $52,000.00. Notwithstanding the foregoing, Customer is not liable to NPact for Renewal Fees for one-time Services performed with respect to an ATP.

  7.3 Reimbursable Expenses. In addition to the Fees, Customer shall reimburse NPact for reasonable out-of-pocket expenses incurred by NPact in connection with performing the Professional Services, including travel, lodging and meals for NPact employees, subcontractors or agents visiting Customer. These expenses will be reimbursed at cost.

  7.4 Payment. NPact may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by NPact thirty (30) calendar days after the mailing date of the invoice (unless otherwise specified on the applicable ATP or SOW). Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection.  In addition to any other remedies available, NPact may suspend Services in the event of payment delinquency.

  7.5 Payment Disputes. If Customer believes that NPact has billed Customer incorrectly, Customer must contact NPact no later than thirty (30) days after the closing date on the first billing statement in which the believed error or problem appeared to discuss and, if applicable, receive an adjustment or credit. Inquiries should be directed to NPact’s customer support department or the applicable Account Manager.

  7.6 Taxes. Customer shall pay, and shall be liable for, all applicable sales or use taxes or any value added or similar taxes payable with respect to the Services or Deliverables. Each Party shall be responsible for its own income taxes. All payments by Customer shall be made free and clear of, and without deduction or withholding for, any taxes. NPact is required to have a copy of the "State issued sales and use tax exemption certificate" for Customer on file to avoid charging sales tax on all or a portion of any purchase, depending on state law. If NPact does not receive a copy of Customer’s exemption certificate by the time the invoice is generated, sales tax may be included.

  7.7 No Deductions or Setoffs. All amounts payable to NPact hereunder shall be paid by Customer to NPact in full without any setoff, recoupment, counterclaim, deduction, debit or withholding for any reason except as may be required by applicable law.

  7.8 Subpoena Expenses. If NPact has to provide information in response to a subpoena related to Customer’s account in the event of a legal proceeding directly involving the Customer, then NPact may charge Customer for NPact’s costs. Such charges may include, but are not limited to, fees for attorney and employee time spent retrieving records, preparing documents and participating in depositions or other legal processes as well as other costs incurred in complying with such legal processes.

  8. TERM AND TERMINATION
  8.1 Term. The ATP shall commence on the Effective Date and shall continue for a period of three (3) years (the “Initial Term” and, along with each Renewal Term, the “Term”), unless sooner terminated as provided below. The ATP shall automatically renew for subsequent one-year periods (each a “Renewal Term”) unless either party provides the other party with written notice of its intent not to renew at least ninety (90) days prior to the end of the Initial Term or the then-current Renewal Term, as applicable. The term of each Statement of Work shall begin on the applicable “SOW Start Date” of the Statement of Work and continue for the “SOW Term” in each case as specified in the SOW.

  Termination of ATP.
  (a)  NPact may terminate the ATP upon written notice to Customer if no Statement of Work is in effect.
  (b)  In addition to any other remedies it may have, either party may also terminate the ATP upon written notice if the other party fails to pay any amount when due or otherwise materially breaches the ATP (including any SOW) and fails to cure such breach within thirty (30) days or as agreed upon, in writing, by both parties after receipt of written notice of such breach from the non-breaching party.
  (c)  Notwithstanding the foregoing, if Customer is a state agency or a political subdivision of a state, or a federal agency or a political subdivision of the federal government, Customer may terminate the ATP at any time (i) for convenience upon ninety (90) days’ written notice to NPact, where such a termination right is required for vendor contracts under the applicable laws and regulations governing such governmental entity or (ii) if adequate funds to pay NPact all fees owed hereunder are not appropriated to such Customer during the Term, unless otherwise authorized by law; provided, it is expressly agreed that Customer shall not activate this non-appropriation provision for its convenience, for another procurement system or solution, or to circumvent the requirements of the ATP in any way.

  8.3 Termination of SOW. A particular SOW shall be deemed terminated by Customer in the event that: (a) within sixty (60) days after the SOW Start Date: (i) Customer has not scheduled any work to be performed, or (ii) if Customer has scheduled work to be performed, but due to unavailability of Customer resources or other Customer delays such work has not commenced within such 60-day period, or (b) the Go-Live Date has not been achieved within ninety (90) days of the SOW Start Date due to unavailability of Customer resources or other Customer delays.  Such dates will be considered the termination date of the SOW or, at NPact’s sole discretion, also the ATP, and NPact will have no remaining obligations to Customer, and any and all Fees paid by Customer in connection with the ATP or applicable SOW shall be retained by NPact as a cancellation fee, which the parties agree is a fair and reasonable allocation of damages. Any Fees Customer owes to NPact shall be immediately due and payable unless the Project Plan shall have been adjusted and mutually agreed in writing and signed by authorized signatories of both NPact and the Customer. An extension of the project timeline will require a fee-based Change Order incurred by the Customer to commence work.

  8.4 Suspension.  NPact may suspend the Services or any portion thereof for (1) emergency network repairs, threats to or actual breach of network security; (2) any failure to pay undisputed fees or any material breach of the ATP, including any SOW, by Customer, or (3) any legal, regulatory, or governmental prohibition, order or decree affecting the Service or any Software.  NPact will promptly notify Customer of any interruption.

  8.5 Effect of Termination. Upon expiration or termination of ATP or any SOW: (a) the applicable ATP, or applicable Statement of Work, shall terminate and Customer shall immediately cease all use of, and all access to, the Subscription Services and NPact shall immediately cease providing the Professional Services, (b) Customer shall pay NPact all Fees and expenses owed as of the effective date of expiration or termination of the applicable ATP or the applicable SOW as invoiced and due, and (c) in the event of any termination of Professional Services prior to completion, payment will immediately be due for performance rendered up to the effective date of such termination and for noncancellable commitments, including expenses. If (i) NPact terminates the ATP pursuant to Section 8.2 (b), or (ii) Customer terminates the ATP pursuant to Section 8.2 (c)(i), all Fees that would have become payable had each outstanding Statement of Work remained in effect until expiration of its current Term will become immediately due and payable. Prepaid fees are nonrefundable unless otherwise expressly provided in the applicable SOW.

  8.6 Survival.  Expiration or termination of the ATP will not limit either party from pursuing other remedies available to it, including injunctive relief. All provisions of the ATP, which, by their nature, need to survive termination or expiration of the ATP to give effect to the rights and obligations of the parties, shall survive any termination or expiration of the ATP. All other rights and obligations shall be of no further force or effect.

  9. WARRANTY AND DISCLAIMER
  9.1 Warranties. NPact represents and warrants that: i) it will perform the Professional Services in a professional and workmanlike manner; and ii) Subscription Services will substantially conform to their Documentation, provided that the Customer uses the Software in accordance with the Documentation. For Professional Services, Customer shall notify NPact in writing and NPact will re-perform any non-conforming Professional Services in accordance with the SOW Assumptions and Responsibilities. If any Subscription Services are not in conformance with the warranty in (ii) above, Customer shall notify NPact in writing within thirty (30) days of discovery and NPact will use commercially reasonable efforts to correct Subscription Services, so that they conform to these representations and warranties. The foregoing shall be Customer's sole and exclusive remedy for a breach of the representations and warranties in this Section 9.1.

  9.2 Each party represents and warrants that it has the legal power to enter into each ATP. Additionally, Customer warrants that (i) Customer owns or has a license to use and has obtained all consents and approvals necessary for the provision and use of all of the Customer Data that is placed on, transmitted via or recorded by any Software and the Services; (ii) the provision and use of Customer Data as contemplated by the ATP and any Software and the Services does not and shall not violate any Customer’s privacy policy, terms of use or other agreement to which Customer is a party or any law or regulation to which Customer is subject.

  9.3 Disclaimer.  NPACT DOES NOT WARRANT THAT ACCESS TO THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, NOR DOES NPACT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SOFTWARE OR SERVICES. FURTHER, NPACT MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO SOFTWARE OR SERVICES PROVIDED BY ANY THIRD-PARTY TECHNOLOGY SERVICE PROVIDERS RELATING TO OR SUPPORTING ANY SOFTWARE, INCLUDING HOSTING AND SUPPORT SERVICES, AND ANY CLAIM OF CUSTOMER ARISING FROM OR RELATING TO SUCH SERVICES SHALL, AS BETWEEN NPACT AND SUCH SERVICE PROVIDER, BE SOLELY AGAINST SUCH SERVICE PROVIDER. FURTHERMORE, NPACT MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SOFTWARE PROVIDED BY ANY THIRD-PARTY SOFTWARE PROVIDERS AND ANY CLAIM OF CUSTOMER ARISING FROM OR RELATING TO SUCH SOFTWARE SHALL, AS BETWEEN NPACT AND SUCH SOFTWARE PROVIDER, BE SOLELY AGAINST SUCH SOFTWARE PROVIDER. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 9.1, THE SOFTWARE AND SERVICES ARE PROVIDED “AS IS,” AND NPACT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

  10. INDEMNITY
  Customer shall indemnify, defend and hold harmless NPact from and against all third-party claims, suit, costs, damages, losses, liabilities, action, and demands and expenses (including reasonable attorneys’ fees and costs) arising out of, resulting from or relating to any (a) Customer’s actions or use of the Software or Services in violation of the ATP, (b) Customer Data, (c) third-party services, (d) third-party products, and (e) third party audits, reviews and/or investigations, to which NPact would have had no connection with but for the ATP with Customer.

  11. LIMITATION OF LIABILITY
  EXCEPT FOR LIABILITY DUE TO CUSTOMER’S BREACH OF THE LICENSE OR LICENSE RESTRICTIONS OR SECTION 5 (CONFIDENTIALITY) OF THESE STANDARD TERMS, IN NO EVENT SHALL (I) EITHER PARTY’S LIABILITY ARISING OUT OF, RELATED TO OR RESULTING FROM AN ATP, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR UNDER ANY OTHER THEORY OF LIABILITY EXCEED IN THE AGGREGATE AN AMOUNT EQUAL TO THE TOTAL FEES PAID OR OWED BY CUSTOMER UNDER THAT ATP DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE CLAIM (SUCH AMOUNT BEING INTENDED AS A CUMULATIVE CAP AND NOT PER INCIDENT), AND IF SUCH LIABILITY RELATES TO PARTICULAR MODULES OR SERVICES, THE MAXIMUM LIABILITY WILL BE LIMITED TO AN AMOUNT EQUAL TO THE PAYMENTS RECEIVED BY NPACT FOR THE PARTICULAR MODULES OR SERVICES THAT GAVE RISE TO THE LIABILITY, AND (II) EITHER PARTY HAVE ANY LIABILITY TO THE OTHER FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, COVER, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE) OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS AND DISCLAIMERS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

  12. GOVERNING LAW AND DISPUTE RESOLUTION
  The ATP is governed in all respects by the laws of the Commonwealth of Massachusetts, without giving effect to its rules relating to conflict of laws. Subject to the dispute resolution procedures below, each party hereby irrevocably submits to the exclusive venue and jurisdiction of any federal or state court sitting in Boston, Massachusetts in any action, suit or proceeding brought against it by the other party under the ATP.  Neither any adoption of the Uniform Computer Information Transactions Act nor the U.N. Convention on the International Sale of Goods applies to the ATP or to the rights or duties of the parties under the ATP. Except for the right of either party to apply to a court of competent jurisdiction for a preliminary injunction or other equitable relief, and except for any dispute relating to ownership, inventorship, infringement, validity or enforceability of intellectual property rights, any dispute arising out of, relating to or resulting from the ATP, or its subject matter, shall be resolved exclusively by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”). Either party may send a notice to the other party of its intention to file a case with the AAA under this Section (“Arbitration Notice”). The arbitration will be conducted in Boston, Massachusetts by a single arbitrator knowledgeable in government contracting matters (if Customer is a government entity) and the commercial aspects of “software as a service” arrangements and intellectual property. The parties will mutually appoint an arbitrator unaffiliated with either party within thirty (30) days of the Arbitration Notice. If the parties are unable to agree on an arbitrator, then the AAA will appoint an arbitrator who meets the foregoing requirements. The arbitration hearing will commence within sixty (60) days after the appointment of the arbitrator and the hearing will be completed and an award rendered in writing within sixty (60) days after the commencement of the hearing. Prior to the hearing, each party will have the right to take up to four (4) evidentiary depositions, and exchange two (2) sets of document production requests and two (2) sets, each, of not more than ten (10) interrogatories. The arbitrator will provide detailed written explanations to the parties to support their award and regardless of outcome, each party shall pay its own costs and expenses (including attorneys’ fees) associated with the arbitration proceeding and fifty percent (50%) of the fees and expenses of the arbitrator and the AAA. Except for any appeal permitted by law or the AAA’s Appellate Arbitration Rules, the arbitration award will be final and binding and may be enforced in any court of competent jurisdiction.

  13. PUBLICITY
  Customer agrees that NPact may identify Customer as a customer and use Customer’s logo and trademark in any NPact publicity, news release or promotional materials, including website content. Customer may request that NPact stop doing so by submitting an email to consulting@npact.com at any time. The Customer acknowledges that it may take NPact up to thirty (30) days to process such a request. Notwithstanding anything herein to the contrary, Customer acknowledges that NPact may disclose the existence and terms and conditions of the ATP to its advisors, actual and potential sources of financing and to third parties for purposes of due diligence.

  14. NOTICES
  All notices, consents, and other communications between the parties under or regarding the ATP, must be in writing (which includes email) and be addressed according to information provided on the ATP. All notices, consents and other communications between the parties under a Statement of Work will be sent to the recipient’s address specified thereon.  All communications will be deemed to have been received as follows: (a) by personal delivery when delivered personally and acknowledged in writing; (b) one (1) business day after deposit of the notice with a recognized overnight carrier (including Federal Express) upon written notification of receipt; or (c) by email upon written confirmation of receipt. Either party may change its address for notices by giving written notice of the new address to the other party in accordance with this Section.

  15. FORCE MAJEURE
  NPact is not in breach nor liable for any delays or failures in performance from any cause beyond its reasonable control, including, but not limited, to acts of God, changes to law or regulations, embargoes, war, terrorist acts, acts or omissions of third-party technology providers, riots, epidemic, pandemic, quarantine, fires, earthquakes, floods, power blackouts, strikes, weather conditions or acts of hackers, internet service providers or any other third party or acts or omissions of Customer or any User.

  16. ASSIGNMENT
  Neither party may assign any ATP, including any SOW, to any third party without the prior written consent of the other, which shall not be unreasonably withheld; provided that no consent is required in connection with an assignment to an Affiliate or in connection with any merger, reorganization, consolidation, sale of assets or similar transaction. NPact may subcontract any or all of its obligations hereunder. For the avoidance of doubt, a third-party technology provider that provides features or functionality in connection with the Software shall not be deemed a subcontractor under the ATP. The ATP will be binding on the successors and permitted assigns of the parties.

  17. DIVERSITY, EQUITY, AND INCLUSION
  At NPact, diversity, equity, and inclusion are central to our mission and at the core of who we are. Our commitment to these values is unwavering. Diverse and inclusive teams positively impact our products and services, and help us better serve customers, selling partners, content creators, and employees. We know that having varied perspectives helps generate better ideas to solve the complex problems of a changing—and increasingly diverse—world.

  18. GOVERNMENT RESTRICTED RIGHTS
  In the event that Customer is an agency of the United States Government, or that the license granted hereunder is pursuant to a contract with either a defense or civilian agency of the United States Government, Customer agrees that the Software is provided with restricted rights.  Use, duplication or disclosure by the Government is subject to the restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or the restrictions set forth in subparagraphs (c)(1) and (2) of the Commercial Computer Software Restricted Rights clause at 48 CFR 52.227-19, as applicable, or in successor provisions, as well as the limitations set forth herein.  Manufacturer is Fusion Laboratories LLC / dba NPact.

  19. GENERAL PROVISIONS
  If any provision of the ATP is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the ATP will otherwise remain in full force and effect and enforceable. The ATP, including its SOWS and any other Schedules, and all exhibits, annexes and addenda hereto and thereto, all of which are hereby incorporated by reference, is the complete and exclusive statement of the mutual understanding of the parties relating to the subject matter of the ATP and supersedes all previous written and oral agreements, communications and other understandings relating to the subject matter of the ATP. Any standard commercial documents exchanged by the parties pursuant to the ATP shall not be construed as superseding or amending the terms of the ATP and are specifically objected to. All amendments, waivers and modifications of the ATP must be signed in writing by both parties, except as otherwise provided herein and provided that NPact may from time to time update these Standard Terms on the NPact Website, with updates to be effective on the date specified on the NPact Website. No agency, partnership, joint venture, or employment is created as a result of the ATP, and neither party has authority of any kind to bind the other party in any respect whatsoever. In the event of a conflict between these Standard Terms and any Statement of Work, these Standard Terms shall prevail unless and to the extent a provision of these Standard Terms is expressly amended in the applicable SOW by reference to the applicable Section of these Standard Terms, and any such amendment shall be valid only for that particular SOW and shall not amend these Standard Terms generally. The ATP is not to be construed against either party. The ATP does not grant any rights or remedies to any person or entity that is not a party to the ATP. The heading references herein are for convenience purposes only and shall not be deemed to limit or affect any of the provisions of the ATP. Unless otherwise indicated to the contrary herein by the context or use thereof: (i) the words “hereof,” “hereby,” “herein,” “hereto,” and “hereunder” and words of similar import shall refer to the ATP as a whole and not to any particular Section or paragraph of the ATP or any incorporated Schedule or document; (ii) the words “include,” “includes” or “including” are deemed to be followed by the words “without limitation;” (iii) references to a “Section” or “Schedule” are references to a section of, or schedule to the ATP or any incorporated Schedule or document; and (iv) derivative forms of defined terms will have correlative meanings.