This Master Services Agreement (this "Agreement") is entered into by and between Rackdog, LLC, a Delaware limited liability company ("Rackdog"), and the entity or individual identified in the account registration or Order ("Customer"), as of the date Customer clicks to accept this Agreement, executes this Agreement or an Order referencing this Agreement, or first accesses or uses the Services (the "Effective Date"). By creating an Account, clicking "I Accept" (or similar), executing an Order or using the Services, Customer agrees to be bound by this Agreement. If Customer does not agree, Customer must not use the Services.

1. DEFINITIONS

"Account" means Customer's account with Rackdog.

"Account Data" means the information Customer provides to Rackdog to establish and manage Customer's Account, including registration information, billing data, payment credentials, support ticket content, and contact information. Account Data excludes Customer Content.

"Affiliate" means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party (with "control" meaning ownership of more than 50% of voting securities or the power to direct management).

"AUP" means Rackdog's acceptable use policy, located at https://rackdog.com/legal/aup and updated per Section 13.7 [Policy Updates].

"Beta Services" means any Services or features designated by Rackdog as alpha, beta, preview, or early access.

"Committed Term" means a fixed term for Services specified in an Order.

"Confidential Information" means non-public information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party") in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential. Customer Content and Account Data are Customer's Confidential Information. Rackdog Content is Rackdog's Confidential Information. Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was known to the Receiving Party before disclosure; (c) is received from a third party without restriction; or (d) is independently developed without reference to the Disclosing Party's Confidential Information.

"Customer Content" means any data, software, applications, content, or materials that Customer or its Users upload, store, transmit, or process using the Services. Customer Content excludes Account Data, Rackdog Content, and Rackdog Data.

"Data Handling Policy" means Rackdog's data handling and security policy, located at a URL designated by Rackdog and updated per Section 13.7 [Policy Updates].

"Documentation" means Rackdog's technical documentation, specifications, user guides, and API references for the Services, as updated from time to time.

"DPA" means a Data Processing Agreement between the Parties governing the processing of Personal Data in connection with the Services.

"Fees" means all fees for the Services as set forth in the applicable Order or Rackdog's published pricing.

"Order" means an order for Services placed through the Rackdog portal, or a written order form or other ordering document executed by the Parties. Each Order is incorporated into and governed by this Agreement.

"Personal Data" means any information regulated as "personal data," "personal information," or similar under applicable data protection laws, and that, in any event, is addressed by a DPA between the Parties.

"Rackdog Content" means the Services, Documentation, Rackdog Data, and all software, APIs, tools, interfaces, network infrastructure, hardware configurations, and other technology, services or physical assets that Rackdog uses to provide the Services, together with all intellectual property and other rights therein. Rackdog Content excludes Customer Content and Account Data.

"Rackdog Data" means data generated, collected, or derived by Rackdog in connection with the operation and delivery of the Services, including technical logs, telemetry, network traffic metadata, performance and resource consumption metrics, security event data and threat intelligence, aggregated or de-identified data, and data generated by Rackdog's systems for network management, security monitoring, and service optimization. Rackdog Data excludes Customer Content and Account Data.

"Service Descriptions" means Rackdog's service descriptions for the Services, located at https://rackdog.com/legal/service-descriptions.pdf and updated per Section 13.7 [Policy Updates].

"Services" means the infrastructure services described in the Service Descriptions, any additional services specified in an applicable Order, and any other services Rackdog makes available to Customer under this Agreement.

"SLA" means Rackdog's service level agreement, located at https://rackdog.com/legal/sla and updated per Section 13.7 [Policy Updates].

"Support Policy" means Rackdog's support policy, located at a URL designated by Rackdog and updated per Section 13.7 [Policy Updates].

"Third-Party Services" means services provided by third parties that are integrated with, accessed through, or used in connection with the Services, including upstream data center facilities and partner-delivered services. Third-Party Services are not part of the Services.

"Users" means Customer's employees, contractors, and end users.

2. SERVICES AND ORDERS

2.1 Provision of Services. Rackdog will provide the Services in accordance with this Agreement and the applicable Order(s).

2.2 Order of Precedence. In the event of conflict, the following order of precedence applies: (a) the DPA (if any), solely regarding the matters therein; (b) the applicable Order, to the extent it explicitly references and overrides any particular section(s) of this Agreement or anything in part (d) of this sentence; (c) this Agreement; (d) the AUP, SLA, Service Descriptions, Support Policy, Data Handling Policy, Documentation, and any other policies maintained at URLs designated by Rackdog. Pre-printed or referenced terms in Customer's purchase orders are rejected and have no effect.

2.3 Changes to Services. Rackdog may modify the Services, provided that modifications do not materially diminish core functionality for which Customer has active Orders. If a modification materially reduces core functionality and Rackdog does not restore it within thirty (30) days after Customer's written notice, Customer may terminate the affected Order(s) with a pro-rated refund and no Early Termination Fee.

2.4 Discontinuance. If Rackdog discontinues a Service offering for all customers, Rackdog will provide at least sixty (60) days' notice and reasonably cooperate with data export. Customer may terminate the affected Order with a pro-rated refund without Early Termination Fee. This notice requirement does not apply to discontinuance necessary to address an emergency or security risk, respond to third-party IP claims, or comply with law, but Rackdog will provide as much prior notice as is reasonably practicable.

2.5 Subcontractors. Rackdog may use subcontractors (including upstream data center providers) to perform the Services. Rackdog remains responsible for work performed by subcontractors, subject to the Third-Party Services limitations in Section 5.2 [Third-Party Services].

2.6 Beta Services. Beta Services are provided "as is" without warranties, SLA commitments, or indemnification. Rackdog may modify or discontinue Beta Services at any time. Rackdog's total liability for Beta Services will not exceed the Fees actually paid for such Beta Services.

2.7 Resale. Customer may resell the Services only if expressly authorized in a separate written agreement. Unauthorized resale is a material breach. Authorized resellers remain responsible for end-user compliance with this Agreement and the AUP.

2.8 Data Location. Customer Content will be hosted in the data center location(s) specified in the applicable Order. Rackdog will not migrate Customer Content to a different data center location without prior written notice and Customer's consent, except where migration is necessary to address an emergency, security risk, legal requirement, or where the upstream data center facility requires relocation due to circumstances beyond Rackdog's reasonable control. In such cases, Rackdog will provide notice as soon as reasonably practicable and use commercially reasonable efforts to migrate to a facility in the same geographic region.

3. FEES, BILLING, AND PAYMENT

3.1 Fees and Billing. Customer will pay all Fees in U.S. dollars per the applicable Order or published pricing. Recurring Fees are billed in advance (monthly unless the Order specifies otherwise). Usage-based charges (including bandwidth overages and remote-hands services) are billed in arrears.

3.2 Payment Terms. Unless otherwise specified in an Order, recurring Fees are invoiced in advance of each billing cycle (approximately seven (7) days before the cycle start date) and are due and payable on the first day of the applicable billing cycle. Customer authorizes Rackdog to automatically charge the payment method on file for such prepaid Fees on the cycle start date. Usage-based charges and other amounts billed in arrears are due net thirty (30) days from the invoice date.

3.3 Late Payments. Overdue amounts bear interest at the lesser of 1.5% per month or the maximum legal rate. Customer will reimburse Rackdog's reasonable collection costs, including attorneys' fees.

3.4 Suspension for Non-Payment. If undisputed invoices remain unpaid more than fifteen (15) days past due, Rackdog may suspend Services. Suspension does not relieve payment obligations. If payment is not received within thirty (30) days of the original due date, Rackdog may terminate.

3.5 Taxes. Fees exclude all taxes. Customer is responsible for all applicable sales, use, excise, and similar taxes, excluding taxes on Rackdog's net income.

3.6 Fee Disputes. Customer must notify Rackdog of disputed charges within thirty (30) days of the invoice date, specifying the amount and basis, or waive the right to dispute. Customer will pay undisputed amounts pending resolution. Rackdog will not suspend Services solely for good-faith disputed amounts.

3.7 Security Deposit. If Customer fails to pay undisputed invoices on time on two (2) or more occasions in any twelve (12) month period, Rackdog may require a security deposit equal to two (2) months of recurring Fees, returned without interest within thirty (30) days after all obligations are satisfied.

3.8 Fee Adjustments at Renewal. Orders may specify a Fee increase mechanism ("Escalator"). Absent an Escalator, Rackdog may adjust Fees for a Committed Term renewal on ninety (90) days' notice (capped at 10% year-over-year for the same configuration, absent Customer-requested upgrades or material cost increases). For month-to-month Services, Rackdog may adjust Fees on sixty (60) days' notice (capped at 2% above the prior rate). Renewals not governed by a new Order are automatically subject to the foregoing or any applicable Escalator.

3.9 Promotional Credits. Promotional credits are discounts on future Services, have no cash value, are not refundable or transferable, and expire as stated at issuance. Rackdog may revoke credits obtained through fraud or abuse.

4. CUSTOMER OBLIGATIONS AND PROHIBITED CONDUCT

4.1 Account. Customer must create an Account with accurate registration information and is responsible for maintaining credential confidentiality and for all activities under its Account. Customer will promptly notify Rackdog of any unauthorized use. Customer may authorize Users and is responsible for their compliance.

4.2 Compliance. Customer will use the Services in compliance with this Agreement, the AUP, applicable laws, and the Documentation.

4.3 Customer Content. Customer is solely responsible for Customer Content and represents it has all necessary rights to upload, store, and process it.

4.4 Architecture and Resilience. Customer acknowledges that: (a) the Services, including bare-metal and dedicated-hardware offerings, may include single points of failure and are not fault-tolerant; (b) hardware failure (including disk, controller, power-supply, or other component failure) may result in partial or total loss of Customer Content stored on the affected Service, and Rackdog does not maintain backups of Customer Content; (c) Customer is solely responsible for designing and implementing appropriate redundancy, fault-tolerance, and backup strategies (e.g., N+1, multi-region deployment, and maintaining backup copies of Customer Content outside the Services); and (d) Rackdog is not responsible or liable for any loss, corruption, or unavailability of Customer Content or data, regardless of cause, except to the extent such loss results directly from Rackdog's gross negligence or willful misconduct. The foregoing allocation is a material inducement to Rackdog entering into this Agreement and is reflected in the pricing of the Services.

4.5 Security. Customer is responsible for security at the operating system level and above, including hardening the Service environment (firewall rules, SSH keys, default credentials), encryption and access controls, patching Customer-managed components, assessing whether the Services meet Customer's compliance requirements, and maintaining backup copies of Customer Content outside the Services. Customer will cooperate with Rackdog on any security incident affecting Customer's infrastructure, and further obligations are set forth in the AUP.

4.6 License Restrictions. Customer will not: (a) reverse engineer, decompile, or disassemble any Rackdog Content, except as expressly permitted by applicable law; (b) copy, modify, or create derivative works of Rackdog Content, except as expressly authorized; (c) remove, obscure, or alter any proprietary notices in Rackdog Content; (d) use Rackdog Content to build a competing product or service; or (e) sublicense, sell, resell, or transfer access to the Services except per Section 2.7 [Resale]. Customer's use of the Services is additionally governed by the AUP, which sets forth prohibited conduct, including illegal use, network abuse, and interference with the Services. Rackdog may seek injunctive relief for any breach of this Section 4.6 [License Restrictions], in addition to all other available remedies.

4.7 Suspension of Services. Rackdog may suspend Services immediately and without prior notice if Customer's use poses a security risk, adversely impacts the network or other customers, materially breaches the AUP, for failure to pay Fees per Section 3.4 [Suspension for Non-Payment], if suspension is required by law, or due to a Force Majeure situation lasting more than two (2) months.

4.8 Service Suspension Procedures. For suspensions under Section 4.7 [Suspension of Services] based on material AUP breach (other than breaches that pose an imminent security threat or adversely impact the network or other customers), Rackdog will provide Customer with written notice and fifteen (15) days to cure. Where feasible, Rackdog will suspend only the specific Services or resources related to the violation. Upon cure, Rackdog will promptly reinstate suspended Services. Customer remains liable for all Fees during any suspension period. Customer may request escalation to Rackdog's senior management by emailing billing@rackdog.com within forty-eight (48) hours of suspension notice.

5. RACKDOG OBLIGATIONS

5.1 Service Delivery and Security. Rackdog will provide the Services in a professional manner consistent with industry standards. Rackdog will implement and maintain commercially reasonable administrative, technical, and physical safeguards to protect Account Data and, at the infrastructure layer, Customer Content. Rackdog will use commercially reasonable efforts to meet the SLA; remedies in the SLA are Customer's sole and exclusive remedies for SLA failures.

5.2 Third-Party Services. Rackdog is responsible for selecting and maintaining relationships with qualified third-party providers, including upstream data center facilities, and for using commercially reasonable efforts to enforce service levels and remedies on Customer's behalf. Rackdog is not liable for third-party acts or omissions beyond Rackdog's reasonable control and that Rackdog could not have prevented through commercially reasonable provider selection and oversight.

5.3 Business Continuity. Rackdog will maintain and periodically test a reasonable business continuity and disaster recovery plan.

6. SERVICE LEVELS AND CREDITS

6.1 Remedies. If Rackdog fails to meet the SLA, Customer's sole and exclusive remedy is Service Credits per the SLA, applied to future invoices with no cash value. Customer must request credits within thirty (30) days of the incident with reasonable documentation. The SLA does not apply to Third-Party Services, Beta Services, or Services suspended under Section 4.7 [Suspension of Services].

6.2 Persistent SLA Failure. If Rackdog fails to meet the Availability commitment in three (3) consecutive months in any rolling twelve (12) month period, Customer may terminate the affected Order with a pro-rated refund and no Early Termination Fee.

7. INTELLECTUAL PROPERTY AND DATA

7.1 Ownership. As between the Parties, Customer retains all rights, title, and interest in Customer Content and Account Data, and Rackdog retains all rights, title, and interest in Rackdog Content (including Rackdog Data). Nothing in this Agreement transfers ownership between the Parties.

7.2 License to Rackdog.

(a) VPS and Other Managed Services. For VPS and any other Service where Rackdog operates the underlying hypervisor, storage, or platform on which Customer Content resides, Customer grants Rackdog a limited, non-exclusive, worldwide, royalty-free, sublicensable (solely to Rackdog's service providers as necessary to deliver the Services) license to access, use, host, store, reproduce, transmit, and process Customer Content and Account Data solely to: (i) provide, maintain, and improve the Services; (ii) respond to Customer support requests; (iii) comply with applicable law or valid legal process; (iv) enforce this Agreement; and (v) generate Rackdog Data.

(b) Bare Metal and Colocation Services. For Bare Metal, Colocation, and any other Service where Customer retains exclusive administrative control of the operating system and above, Customer grants Rackdog only a limited license to: (i) transmit and route network traffic to and from the Service; (ii) monitor network and infrastructure-layer telemetry (e.g., bandwidth, power, environmental, and hardware health metrics) necessary to operate the Services and generate Rackdog Data; (iii) physically handle, service, and maintain the underlying hardware and facility; (iv) access Account Data as necessary to administer the Customer account; (v) comply with applicable law or valid legal process; and (vi) enforce this Agreement. Rackdog does not access, and has no license to access, the operating system, applications, file systems, databases, or other content stored on or processed through Bare Metal or Colocation Services, except (A) as expressly directed by Customer (e.g., through a remote-hands or support request), (B) as required to respond to an imminent threat to the Rackdog network or other customers, or (C) as required by valid legal process.

(c) Termination. The licenses in this Section 7.2 [License to Rackdog] terminate upon expiration or termination of the applicable Order, subject to Rackdog's data retention obligations under the Data Handling Policy.

7.3 Customer's Right to Access. Rackdog grants Customer a limited, non-exclusive, non-transferable (except per Section 13.6 [Assignment]), non-sublicensable right to access and use the Services and Documentation during the term of the applicable Order, solely for Customer's internal business purposes and in accordance with this Agreement.

7.4 Feedback. If Customer provides suggestions, ideas, or feedback regarding the Services ("Feedback"), Rackdog may use such Feedback without restriction or obligation. Rackdog will not identify Customer as the source of Feedback without consent.

7.5 Data Protection. Rackdog processes Account Data per Rackdog's Privacy Policy located at https://rackdog.com/legal/privacy. Customer will provide all necessary notices and secure all necessary permissions and lawful grounds for Rackdog's processing of Account Data constituting Personal Data. The Services are not designed for Regulated Data (including PHI under HIPAA, payment card data, or data subject to PCI-DSS); Customer will not submit Regulated Data, and Rackdog is not a Business Associate under HIPAA or any comparable role under other data privacy regulations.

7.6 Law Enforcement. Rackdog will not disclose Customer Content or Account Data except as required by valid legal process and will notify Customer to the extent legally permitted.

8. CONFIDENTIALITY

8.1 Each Party will: (a) protect the other's Confidential Information using at least reasonable care; (b) disclose it only to employees, contractors, Affiliates, and advisors with a need to know who are bound by confidentiality obligations at least as protective; and (c) use it only to exercise rights and perform obligations under this Agreement.

8.2 A Party may disclose Confidential Information if required by law, provided it gives prior notice (if legally permitted), cooperates in seeking protective treatment, and discloses only the minimum required.

8.3 Confidentiality obligations expire three (3) years from disclosure, except that obligations regarding trade secrets survive as long as trade secret protection applies.

8.4 Upon request or termination, the receiving Party will return or destroy Confidential Information, except copies required by law, retained in routine backups, or necessary for dispute resolution, each of which remains subject to this Section 8 [Confidentiality]. Rackdog's retention and deletion of Customer Content and Account Data is governed by the Data Handling Policy.

9. WARRANTIES AND DISCLAIMERS

9.1 Mutual Warranties. Each Party warrants it has authority to enter this Agreement, its performance will not violate third-party agreements, and it will comply with applicable laws.

9.2 Rackdog Warranties. Rackdog warrants that: (a) the Services will materially conform to the Documentation; (b) the Services will be provided in a professional and workmanlike manner consistent with industry standards; and (c) to Rackdog's knowledge, the Rackdog Content does not infringe the intellectual property rights of any third party. Customer's exclusive remedy for a breach of warranty under clauses (a) or (b) is for Rackdog to repair or re-perform the nonconforming Services or, if unable within a commercially reasonable time, to terminate the affected Order and refund prepaid Fees for unused Services.

9.3 Customer Warranties. Customer warrants it has rights to Customer Content, and that Customer Content does not infringe third-party rights or applicable law.

9.4 DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT (INCLUDING THE SLA), THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." RACKDOG DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. RACKDOG DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION BEYOND THE SLA COMMITMENTS. RACKDOG IS NOT RESPONSIBLE FOR THE SECURITY OR PERFORMANCE OF THIRD-PARTY SERVICES OR BETA SERVICES. WITHOUT LIMITING THE FOREGOING, RACKDOG MAKES NO WARRANTY REGARDING THE PRESERVATION, INTEGRITY, OR AVAILABILITY OF CUSTOMER CONTENT OR ANY DATA STORED ON OR PROCESSED THROUGH THE SERVICES, AND DOES NOT WARRANT THAT ANY DATA WILL BE RECOVERABLE FOLLOWING HARDWARE FAILURE, SYSTEM ERROR, OR ANY OTHER EVENT. CUSTOMER IS SOLELY RESPONSIBLE FOR MAINTAINING BACKUPS OF CUSTOMER CONTENT OUTSIDE THE SERVICES.

10. INDEMNIFICATION

10.1 By Customer. Customer will defend, indemnify, and hold harmless Rackdog from third-party claims arising from: (a) Customer Content, including any claim that Customer Content infringes third-party rights; (b) Customer's use of the Services in violation of this Agreement, the AUP, the Documentation, or law; (c) disputes between Customer and its Users; or (d) Customer's violation of third-party rights. This indemnity does not apply to the extent a claim arises solely from Rackdog's breach of this Agreement or Rackdog's negligence or willful misconduct. Customer's indemnity is not subject to the limitations in Section 11 [Limitation of Liability].

10.2 By Rackdog. Rackdog will defend Customer against third-party claims that the Services directly infringe valid third-party intellectual property ("IP Claim"), and indemnify Customer for damages finally awarded or agreed in a Rackdog-approved settlement. This obligation does not apply if the IP Claim arises from: (a) Customer Content; (b) Customer modifications; (c) combination with non-Rackdog products where the claim would not have arisen otherwise; (d) Third-Party Services; (e) continued use after Rackdog's notice to discontinue; (f) use of a non-current version where a current version would have avoided infringement; or (g) use not permitted by the Documentation or contrary to Rackdog's reasonable written directions.

10.3 Mitigation. If an IP Claim is made or likely, Rackdog may: (a) procure continued usage rights; (b) modify the Services to be non-infringing; or (c) if neither is commercially reasonable, terminate the affected Order with a refund of prepaid unused Fees. Section 10.2 [By Rackdog] is Customer's sole remedy for IP Claims.

10.4 Procedure. The indemnified Party will promptly notify the indemnifying Party, give it sole control of defense and settlement (no settlement admitting fault or imposing non-monetary obligations without consent, not unreasonably withheld), and provide reasonable cooperation at the indemnifying Party's expense. Late notice does not relieve obligations except to the extent materially prejudicial.

11. LIMITATION OF LIABILITY

11.1 INDIRECT DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, REGARDLESS OF THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY.

11.2 TOTAL CUMULATIVE LIABILITY. EXCEPT PER SECTION 11.3 [EXCEPTIONS], EACH PARTY'S TOTAL CUMULATIVE LIABILITY WILL NOT EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO RACKDOG IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

11.3 EXCEPTIONS. THE LIMITATIONS IN SECTIONS 11.1 [INDIRECT DAMAGES] AND 11.2 [TOTAL CUMULATIVE LIABILITY] DO NOT APPLY TO: (A) CUSTOMER'S PAYMENT OBLIGATIONS (INCLUDING EARLY TERMINATION FEES); (B) THE PARTIES' INDEMNITY OBLIGATIONS UNDER SECTION 10 [INDEMNIFICATION]; (C) EITHER PARTY'S FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT; OR (D) LIABILITY THAT CANNOT BE LIMITED BY LAW. RACKDOG'S LIABILITY UNDER SECTION 10.2 [BY RACKDOG] WILL NOT EXCEED TWO (2) TIMES THE 6-MONTH FEE CAP IN SECTION 11.2 [TOTAL CUMULATIVE LIABILITY].

11.4 THESE LIMITATIONS REFLECT A REASONABLE ALLOCATION OF RISK AND A FUNDAMENTAL BASIS OF THE BARGAIN.

12. TERM AND TERMINATION

12.1 Agreement Term. This Agreement continues until all Orders have expired or been terminated. Termination of this Agreement automatically terminates all outstanding Orders, and vice versa.

12.2 Order Term; Renewal. Each Order specifies its initial term. Committed Term Services renew automatically for successive periods equal to the initial term unless either Party gives written non-renewal notice at least ninety (90) days before the end of the then-current term. Month-to-month Services may be terminated by either Party on thirty (30) days' notice, effective at the end of the then-current billing cycle. Continued use after expiration without a renewal Order or termination notice is on a month-to-month holdover basis at the rate in effect at expiration plus any applicable Escalator.

12.3 Termination for Cause. Either Party may terminate this Agreement or an Order: (a) if the other Party materially breaches and fails to cure within thirty (30) days after written notice; or (b) immediately if the other Party becomes insolvent, files or has filed against it a bankruptcy petition, makes a general assignment for the benefit of creditors, or has a receiver or trustee appointed over a material portion of its property.

12.4 Termination by Rackdog. Rackdog may terminate immediately if: (a) Customer violates the AUP and poses an imminent threat to network security, stability, or other customers; (b) Customer fails to pay undisputed Fees within fifteen (15) days of notice; or (c) Rackdog's continued provision of Services would violate applicable law or expose Rackdog to material liability.

12.5 Early Termination Fee. If Customer terminates an Order during a Committed Term for any reason other than Rackdog's uncured material breach, or if Rackdog terminates during a Committed Term due to Customer's breach or non-payment, Customer will pay the remaining monthly recurring Fees for the balance of the Committed Term (excluding projected usage-based charges) as the "Early Termination Fee." This reflects a reasonable estimate of Rackdog's losses, including committed infrastructure costs and reserved capacity. Due within thirty (30) days of termination.

12.6 Effect of Termination. Upon termination: (a) Customer's right to use the Services ceases; (b) Customer pays all accrued Fees plus any Early Termination Fee; (c) each Party returns or destroys the other's Confidential Information per Section 8 [Confidentiality], subject to Rackdog's right to retain copies as required by law, in routine backups, or as necessary for dispute resolution; and (d) Rackdog handles Customer Content and Account Data per the Data Handling Policy.

12.7 Transition Period. If Customer terminates an Order due to Rackdog's uncured material breach under Section 12.3(a), a material reduction in core functionality under Section 2.3 [Changes to Services], or a discontinuance under Section 2.4 [Discontinuance], Customer may designate an effective date of termination up to sixty (60) days later. During this transition period, both Parties remain bound by all terms (including Customer's obligation to pay Fees), and Rackdog will reasonably cooperate with Customer's migration to an alternative provider, including facilitating data export.

12.8 Survival. Provisions that by their nature are intended to survive will so survive, including without limitation Sections 1 [Definitions], 3 [Fees] (for accrued amounts), 4.6 [License Restrictions], 7 [IP and Data], 8 [Confidentiality], 9 [Warranties and Disclaimers], 10 [Indemnification], 11 [Limitation of Liability], 12.5 through 12.7, and 13 [General Provisions].

13. GENERAL PROVISIONS

13.1 Independent Contractors. The Parties are independent contractors. Nothing creates a partnership, joint venture, agency, or employment relationship.

13.2 Governing Law; Venue. This Agreement is governed by New York law, without regard to conflict of laws. Disputes will be resolved exclusively in the state or federal courts in New York, New York.

13.3 Dispute Resolution. Before commencing litigation, the disputing Party will provide written notice and the Parties will attempt good-faith resolution through senior representatives within thirty (30) days. Notwithstanding the foregoing, either Party may seek injunctive or equitable relief in any court to protect its IP or Confidential Information, without bond or proof of actual damages.

13.4 Attorneys' Fees. The prevailing Party in any enforcement action may recover reasonable attorneys' fees and costs.

13.5 Notices. Written notices by personal delivery, overnight courier, or email (with confirmation) to addresses in the Order or Account registration. Notices to Rackdog must also be sent to legal@rackdog.com. Effective upon confirmed receipt.

13.6 Assignment. Neither Party may assign this Agreement without prior written consent, except: (a) to an Affiliate, provided the assignee assumes all obligations; or (b) in connection with a merger, acquisition, or sale of all or substantially all of such Party's assets, provided the assignee assumes all obligations and the assigning Party provides written notice within thirty (30) days of closing. If Rackdog is acquired by or merged with a direct competitor of Customer (as reasonably determined based on the Parties' respective products and services), Customer may terminate any or all Orders without Early Termination Fee within sixty (60) days of receiving notice of such transaction. Prohibited assignments are void.

13.7 Policy Updates. Rackdog may update the AUP, SLA, Service Descriptions, Support Policy, Data Handling Policy, Documentation, and any other policies hosted at rackdog.com/legal/terms (together, "Rackdog Policies"); current versions are maintained at those URLs. Material changes will be communicated thirty (30) days in advance via portal or email, except that adverse changes to the SLA (including reductions to the Availability commitment or Service Credit percentages) will be communicated at least ninety (90) days in advance. Continued use after the effective date constitutes acceptance. Customer may terminate affected Orders within thirty (30) days of a material change notice without Early Termination Fee, except for changes required by law or necessary for security.

13.8 Entire Agreement; Amendments. This Agreement, all Orders, and the Rackdog Policies constitute the entire agreement and supersede all prior agreements. Amendments require a written instrument signed by both Parties, except for policy updates per Section 13.7 [Policy Updates]. Orders may modify this Agreement solely for the Services covered, and solely to the extent the Order explicitly references and overrides specific sections per Section 2.2 [Order of Precedence]. Except for indemnified parties under Section 10 [Indemnification], there are no third-party beneficiaries.

13.9 Waiver; Severability. Failure to enforce any provision is not a waiver. If any provision is unenforceable, it will be reformed to the minimum extent necessary; remaining provisions continue in effect.

13.10 Force Majeure. Notwithstanding anything to the contrary, neither Party is liable for delays caused by events beyond its reasonable control, including natural disasters, war, labor disputes, governmental actions, utility failures, internet or telecommunications failures, cyberattacks, or pandemics. The affected Party will provide prompt notice and use commercially reasonable mitigation efforts. Force majeure does not excuse Customer's obligation to pay Fees for Services rendered or committed infrastructure.

13.11 Compliance with Laws. Each Party will comply with applicable export, import, sanctions, anti-corruption, and anti-bribery laws.

13.12 Publicity. Neither Party will use the other's name or marks without consent, except Rackdog may list Customer in marketing materials unless Customer opts out in writing.

13.13 Counterparts. This Agreement may be executed in counterparts. Electronic signatures are binding.

13.14 Right to Access and Use; No Lease. This Agreement is a services agreement and does not constitute a lease of any real or personal property. Customer acknowledges it has been granted only a right to access and use the Services and has not been granted any real property interest, tenancy, or rights under any landlord-tenant laws. For colocation Services, Customer may have a right to access and use designated rack or data center space within Rackdog's leased facilities; not a sublease.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.