Terms of Service

These Terms of Service ("Terms") govern your use of consulting services provided by Logentix ("we," "our," or "us"). By engaging our services, you agree to these Terms in their entirety. Our services focus on data strategy consulting, analytics implementation, sustainability analytics, AI/ML solutions, and data leadership training. We are committed to helping organizations harness data for both business growth and environmental responsibility. Please read these Terms carefully. If you do not agree with these Terms, please do not engage our services.

Logentix provides the following services: • Data Strategy Consulting: Comprehensive data strategy development that aligns with your business objectives and sustainability goals. • Analytics Implementation: End-to-end implementation of analytics solutions that drive operational efficiency and environmental impact. • Sustainability Analytics: Specialized analytics solutions focused on measuring and improving environmental performance. • AI/ML Solutions: Advanced machine learning solutions for predictive analytics and intelligent automation. • Data Leadership Training: Comprehensive training programs to build data literacy and foster data-driven culture. • Professional Data Mentorship: One-on-one mentorship for data professionals looking to advance their careers and technical skills. The specific scope, deliverables, timeline, and fees for services will be detailed in a separate Statement of Work (SOW) or consulting agreement between you and Logentix.

To facilitate the successful delivery of our services, you agree to: • Provide timely and accurate information necessary for the performance of services. • Designate a primary contact person with authority to make decisions regarding the services. • Review and provide feedback on deliverables within agreed-upon timeframes. • Provide necessary access to systems, data, and personnel as required for service delivery. • Comply with all applicable laws and regulations related to data sharing and processing. • Ensure you have proper rights and permissions for any data or materials provided to us. • Pay all fees as outlined in the applicable SOW or consulting agreement. Failure to fulfill these responsibilities may impact project timelines, deliverables, and outcomes.

Unless otherwise specified in a SOW or consulting agreement: • Fees are quoted in the applicable currency specified in the SOW. • Payment terms are net 30 days from the date of invoice. • We may require a deposit or retainer before commencing work. • For ongoing services, we will invoice on a monthly basis or as specified in the SOW. • Late payments may incur interest at the rate of 1.5% per month or the maximum rate permitted by law. • You are responsible for all taxes applicable to the services, excluding taxes based on our income. • Expenses incurred in connection with providing the services will be charged as specified in the SOW. We reserve the right to suspend services if payment is not received according to these terms.

5.1 Pre-existing Materials Each party retains all rights to any pre-existing materials, methodologies, tools, techniques, processes, and know-how ("Pre-existing Materials") that they owned or developed prior to the engagement or independently from the services. 5.2 Deliverables Upon full payment of all applicable fees, we grant you a non-exclusive, non-transferable license to use the deliverables provided under the SOW for your internal business purposes only. This license does not include our Pre-existing Materials incorporated into the deliverables, for which you receive a non-exclusive, non-transferable license to use solely in connection with the deliverables. 5.3 Restrictions You may not: • Modify, create derivative works, distribute, sublicense, or transfer the deliverables except as expressly permitted. • Remove or modify any proprietary notices or markings on the deliverables. • Use the deliverables in any manner that infringes on intellectual property rights of third parties. • Reverse engineer, decompile, or disassemble any software components of the deliverables.

6.1 Definition "Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party"), whether orally, in writing, or by other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. 6.2 Protection The Receiving Party agrees to: • Use the Confidential Information solely for the purpose of performing obligations under these Terms. • Protect the Confidential Information with at least the same degree of care used to protect its own confidential information, but no less than reasonable care. • Not disclose the Confidential Information to any third party except with the Disclosing Party's prior written consent or as permitted under these Terms. • Limit access to Confidential Information to its employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as restrictive as those in these Terms. 6.3 Exclusions Confidential Information does not include information that: • Is or becomes publicly available through no fault of the Receiving Party. • Was known to the Receiving Party prior to disclosure by the Disclosing Party. • Is rightfully received by the Receiving Party from a third party without a duty of confidentiality. • Is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. 6.4 Required Disclosure If the Receiving Party is required by law to disclose Confidential Information, it will give the Disclosing Party prompt notice of such requirement, limit the disclosure to what is required, and attempt to obtain an order protecting the information from public disclosure. 6.5 Duration The confidentiality obligations will survive the termination of services for a period of three (3) years, except for trade secrets which will be maintained in confidence for as long as they remain trade secrets.

7.1 Compliance with Laws Both parties agree to comply with all applicable data protection and privacy laws, including but not limited to the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA), as applicable. 7.2 Data Processing If we process personal data on your behalf: • You remain the data controller and are responsible for obtaining all necessary consents and providing appropriate notices to data subjects. • We will act as a data processor and will process personal data only in accordance with your documented instructions. • We will implement appropriate technical and organizational measures to protect personal data. • We will assist you in fulfilling your obligations to respond to data subject requests. • We will notify you without undue delay of any personal data breach affecting the personal data we process on your behalf. 7.3 Privacy Policy Our collection and use of personal data is governed by our Privacy Policy, which is available at [/privacy-policy](/privacy-policy).

8.1 Disclaimer of Warranties EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS OR A SOW, WE PROVIDE OUR SERVICES "AS IS" AND "AS AVAILABLE," WITHOUT ANY WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. 8.2 Limitation of Liability TO THE MAXIMUM EXTENT PERMITTED BY LAW: • NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR LOSS OF GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. • EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES PAID BY YOU TO US DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. 8.3 Exceptions The limitations in Section 8.2 will not apply to: • Either party's indemnification obligations. • Breaches of confidentiality obligations. • Your payment obligations. • Liability for gross negligence, willful misconduct, or fraud.

9.1 Term These Terms will remain in effect until all services under the applicable SOW have been completed or until terminated as provided in these Terms. 9.2 Termination for Convenience Either party may terminate these Terms or any SOW for convenience upon thirty (30) days' written notice to the other party, unless otherwise specified in the SOW. 9.3 Termination for Cause Either party may terminate these Terms or any SOW immediately upon written notice if the other party: • Materially breaches these Terms or the SOW and fails to cure such breach within fifteen (15) days after receiving written notice. • Becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors. 9.4 Effect of Termination Upon termination: • You will pay us for all services performed and expenses incurred up to the effective date of termination. • Each party will return or destroy all Confidential Information of the other party, upon request. • Any provisions of these Terms that by their nature should survive termination will survive, including confidentiality, intellectual property, limitation of liability, and dispute resolution provisions.

10.1 Independent Contractors We are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between you and us. 10.2 Assignment You may not assign or transfer these Terms or any rights or obligations under these Terms without our prior written consent. We may assign these Terms to any successor to our business or assets. 10.3 Force Majeure Neither party will be liable for any failure or delay in performance due to circumstances beyond their reasonable control, including acts of God, natural disasters, terrorism, riots, war, epidemics, pandemics, actions of governmental authorities, or widespread Internet disruptions. 10.4 Notices All notices must be in writing and will be deemed given when delivered personally, sent by confirmed email, or sent by nationally recognized overnight courier or certified mail to the address specified in the SOW. 10.5 Governing Law These Terms will be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. 10.6 Dispute Resolution Any dispute arising out of or relating to these Terms will be resolved through binding arbitration conducted by the American Arbitration Association in San Francisco, California, in accordance with its commercial arbitration rules. 10.7 Entire Agreement These Terms, together with any applicable SOW, constitute the entire agreement between you and us regarding the subject matter and supersede all prior or contemporaneous communications, understandings, and agreements, whether oral or written. 10.8 Amendments We may update these Terms from time to time. The updated Terms will be posted on our website with the "Last Updated" date. Your continued use of our services after such changes constitutes your acceptance of the updated Terms. 10.9 Severability If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. 10.10 No Waiver Our failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision.