MASTER SERVICES AGREEMENT

THIS MASTER SERVICE AGREEMENT TOGETHER WITH ANY AMENDMENT, ANY SALES ORDERS, AND THE INCORPORATED AGREEMENTS DETAILED HEREIN (“AGREEMENT”) GOVERNS THE USE OF THE PROFESSIONAL OR MANAGED SERVICES, HARDWARE, SOFTWARE, FIRMWARE OR OTHER PRODUCTS OR SUPPORT SERVICES (COLLECTIVELY, THE “XTIUM OFFERINGS”) THAT CUSTOMER (AS DEFINED BELOW) IS PROCURING FROM XTIUM, INC. AND/OR ITS AFFILIATES OR SUBSIDIARIES (“XTIUM”). BY EXECUTING AN ORDER, QUOTE OR STATEMENT OF WORK, AS APPLICABLE (COLLECTIVELY, A “SALES ORDER”) AND/OR BY USING THE APPLICABLE XTIUM OFFERINGS, THE ENTITY EXECUTING THE APPLICABLE ORDER (THE “CUSTOMER”) AGREES THAT THE TERMS OF THIS AGREEMENT GOVERN, AGREE THAT IT IS AUTHORIZED TO BIND THE APPLICABLE ENTITY TO THIS AGREEMENT AND IS AGREEING TO BE BOUND BY THE TERMS CONTAINED IN THIS AGREEMENT. CUSTOMER SHOULD NOT USE THE XTIUM OFFERINGS IF IT CANNOT COMPLY WITH THIS AGREEMENT. THIS AGREEMENT MAY BE UPDATED FROM TIME TO TIME WITH NOTICE TO CUSTOMER AND CUSTOMER’S CONTINUE USE OF THE XTIUM OFFEINGS SHALL CONSTITUTE ACCEPTENCE OF SUCH UPDATED TERMS.

1. Sales Orders. Sales Orders may be submitted in writing or electronically. When accepted in writing or electronically by XTIUM, Sales Orders are incorporated herein and binding upon the Parties.  Sales Orders may include terms setting forth a description of XTIUM Offerings, deliverables, a projected delivery and performance schedule, and any related service level objectives. Each Sales Order shall be a discrete engagement and shall begin and end in accordance with its terms. XTIUM may suspend performance and may terminate all Sales Orders if Customer is in default hereunder or under any Sales Order. If Customer issues a purchase order in connection with a Sales Order, only the quantity and price of the XTIUM Offerings(s) are accepted, no other terms in the purchase order shall apply. In the event that Customer procures third-party hardware or related services through a Sales Order (“Third-Party Products”), then Customer shall be provided such Third-Party Products pursuant to the third-party manufacturers’ published terms and conditions which accompany such Third-Party Products. Customer requested cancellations, rescheduled deliveries, changes to Service requirements or changes to configurations shall be reflected in a mutually-executed change order and may result in additional charges by XTIUM, its subcontractors, manufacturers and vendors which shall be the responsibility of the Customer. Customer acknowledges that the XTIUM Offerings and XTIUM Offerings may be provided in whole or in part by XTIUM and/or its affiliates or subsidiaries.

2. Term. The XTIUM Offerings will be provided for the term specified in the Sales Order (the “Initial Term”). Additional quantities of existing XTIUM Offerings added to existing locations via a change order, new Sales Order, ticket or email will be coterminous with the Initial Term. Until one of the Parties terminates the XTIUM Offerings as set forth herein, the Initial Term of the XTIUM Offering will automatically continue as recurring renewal terms equal to the duration of the Initial Term (except as otherwise set forth in the Sales Order) unless a party hereto provides at least 120 days advanced written notice to the other party that it does not wish to renew.

3. Payment and Taxes. The fees and charges are non-cancellable and non-refundable, except as otherwise set forth in a Sales Order. All invoices are due within thirty (30) days of receipt or as otherwise set forth in the Sales Order (“Payment Date”). XTIUM may invoice previously unbilled charges for an XTIUM Offering up one hundred and eighty (180) days from the end of the monthly billing period in which the charges occurred (except for mistakenly or inadvertently unbilled items which are subsequently discovered beyond the one hundred and eighty (180) day period, which may be invoiced thereafter. If any undisputed amount due is not received by XTIUM on or before the Payment Date, then interest will be charged at the rate of either one and one-half percent (1.5%) per month or the highest amount permitted by law, whichever is lower, commencing as of the Payment Date through the date of XTIUM’s receipt of payment. If Customer reasonably and in good faith believes any invoiced amount to be in error, they shall, on or before the Payment Date, submit written notice to XTIUM of such disputed invoice. If payment has not been received as set forth herein, XTIUM reserves the right, in addition to any other rights is may have, to suspend the XTIUM Offering until such payment is made in full (as more fully set forth in the Termination section). Customer shall be responsible for all duties, tariffs, excise, sales, use, and other taxes, fees, and surcharges, including those incurred and passed through by third parties (collectively, "Taxes"), as well as, associated administrative and cost recovery fees. If Customer is exempt from Taxes, Customer must produce to XTIUM a valid resale certificate or other documentation establishing an exemption from Taxes (“Exemption Certificate”), at which point Taxes will be removed on a going forward basis from the date the Exemption Certificate is received. Unless set forth as otherwise in a Sales Order, XTIUM may increase the monthly recurring charges (“MRC”) for any XTIUM Offerings upon providing Customer thirty (30) days’ notice. 

4. Shipping, Delivery, Risk of Loss and Title. For any Third-Party Products or other hardware or delivered products that are part of the XTIUM Offerings (“Products”), delivery terms are FOB shipping point. Customer shall pay all freight, handling, duties, tariffs, levies and insurance charges in addition to the invoice price. If XTIUM arranges for transportation, or staging, it shall be as an accommodation to the Customer. XTIUM shall not be liable for loss or damage or penalty for delay in delivery or for failure to give notice of delay.  When specified in an accepted Sales Order or change order, XTIUM will stage Product at a ATSG or third party staging facility.  In such cases, ATSG shall, on the Customer’s behalf, accept delivery of equipment from the third party manufacturer at the staging facility.

5. Service Installation. Customer will grant at no cost to XTIUM all reasonable access to and use of Customer’s facilities (including appropriate space, power, and environmental conditions) reasonably necessary for the installation, connection, provision, removal, and maintenance of any XTIUM-provided equipment. Customer will not allow or cause any XTIUM-provided equipment to be rearranged, moved, modified, repaired or relocated without XTIUM’s written consent. All XTIUM-provided equipment will remain the exclusive property of XTIUM or its supplier and will be immediately returned to XTIUM upon termination of the XTIUM Offerings to which the equipment relates. Customer shall be responsible for ensuring that any XTIUM-provided Equipment is maintained in a secure location, and Customer shall be fully liable for all costs and charges associated with damage to or loss of XTIUM-provided Equipment including, but not limited to, all costs associated with replacement equipment, facilities, and systems.

6. Professional Services.

1. If the XTIUM Offering consists or consulting, installation, implementation and/or development services or any integration, education, training or other services that, including without limitation any services (“Professional Services”) provided pursuant to a Sales Order which is a statement of work (“SOW”), then Customer shall pay for such additional Professional Services at XTIUM’s then current time and materials rates, unless otherwise agreed by the parties in writing or on an applicable SOW. The Professional Services will be invoiced monthly based on time incurred or as otherwise set forth in the SOW. Travel time is billed at 8 hours per day of travel at the resource’s hourly rate for distances over 200 miles and are invoiced monthly at cost. Any travel under 200 miles will be billed at the actual time. Travel time is not included in the estimate in the SOW and will not be included when reviewing the project budget. Travel expenses to be invoiced include, but are not limited to, airfare, lodging, meals, and ground transportation. XTIUM shall determine, and shall be solely responsible for, the method and means of performing Professional Services. XTIUM may use affiliates, subcontractors or independent contractors to perform any portion of Professional Services. XTIUM will supervise and be responsible for any work performed by an affiliate, subcontractor or independent contractor. Any subcontractor and independent contractor engaged by XTIUM will have a written agreement with XTIUM that contains terms consistent with the confidentiality and intellectual property ownership provisions of this Agreement.
   
   
2. Customer will: (i) provide qualified personnel who are capable of performing Customer’s duties and tasks under the SOW; (ii) provide XTIUM with access to Customer’s sites and facilities during Customer’s normal business hours and as otherwise reasonably required by XTIUM to perform the Professional Services; (iii) provide XTIUM with such working space and office support (including access to telephones, photocopying equipment, and the like) as XTIUM may reasonably request; and (iv) perform Customer’s duties and tasks under the SOW, and such other duties and tasks as may be reasonably required to permit XTIUM to perform the Professional Services. Customer will also make available to XTIUM any software, data, information and any other materials required by XTIUM to perform the Professional Services, including, but not limited to, any software, data, information or materials specifically identified in the Order Form (collectively, “Customer Materials”).  Customer will be responsible for ensuring that all such Customer Materials are accurate, complete and timely delivered.  Customer agrees that XTIUM’s performance is dependent on Customer’s timely and effective satisfaction of Customer’s responsibilities described in this Agreement and the applicable SOW and Customer’s decisions and approvals of XTIUM’s work, as required. Each party will designate in the SOW an individual who will be the primary point of contact (the “Primary Contact”) between the parties for all matters relating to the Professional Services to be performed thereunder. A party may designate a new Primary Contact by written notice to the other party.

7. Intellectual Property Ownership. Intellectual or industrial property of whatever kind created by or obtained through performance of the Services (collectively the “Work Product”), may be identified in this Agreement or the SOWs as "XTIUM Intellectual Property" or "Customer Intellectual Property".  If this Agreement or the SOWs do not identify the type of property, then, by default, the material at issue shall be deemed XTIUM Intellectual Property. Unless otherwise stated herein or in an SOW, XTIUM grants Customer a nonexclusive license to use, execute, reproduce, display, perform, and distribute, within Customer only, copies of XTIUM Intellectual Property during the term of this Agreement solely for its internal business purposes and solely in connection with Customer’s use of the Services or Deliverables.  Such license shall not extend to Customer’s subsidiaries or affiliated companies unless otherwise stated herein or in a SOW. Customer Intellectual Property shall mean any deliverables created by XTIUM during the performance of the Services specifically created for Customer that are specifically identified in an SOW, excluding any XTIUM Intellectual Property, as described below.  XTIUM will own all right, title, and interest in all XTIUM Intellectual Property. For purposes of this Agreement, the terms “XTIUM Intellectual Property” mean, collectively, (i) all Pre-Existing Works, which shall mean all Work Product created, conceived, developed or first reduced to practice by XTIUM, either solely or in collaboration with others, prior to XTIUM’s delivery of the Services including, without limitation, designs, inventions, improvements, processes, computer programs, software, source code, object code, graphics, pictorial representations, user interfaces, functional specifications, reports, spreadsheets, presentations and analyses, (ii) all Derivative Works, which shall mean a work which is based upon or related to one or more Pre-Existing Works such as a revision, modification, translation, abridgement, condensation, expansion or any other form in which such Pre-Existing works may be recast, transformed, or adapted, whether that work stands alone or is combined with other works and which may include processes, methods and procedures, (iii) methodologies, concepts, know-how and techniques utilized to produce the Deliverables (and any improvements or modifications thereto developed in the course of providing the Services) and any ideas, concepts, text, formats and industry best practices which are of a generally applicable nature and do not include or reference the Confidential Information of Customer, and (iv) all Documentation, which shall mean user manuals and other written materials that relate to the Intellectual Property or to the Services provided hereunder.

8. Warranty. XTIUM REPRESENTS AND WARRANTS THAT ALL EMPLOYEES ASSIGNED TO CUSTOMER UNDER THIS AGREEMENT SHALL BE QUALIFIED PERSONNEL AND SHALL PERFORM OR DELIVER THE XTIUM OFFERINGS WITH REASONABLE CARE AND SKILL AND THAT THE XTIUM OFFERINGS SHALL CONFORM WITH ANY SPECIFICATIONS RELATING THERETO THAT ARE SET FORTH IN A SALES ORDER, IF APPLICABLE. THIS LIMITED WARRANTY IS MADE TO CUSTOMER EXCLUSIVELY AND IS IN LIEU OF ALL OTHER WARRANTIES. CUSTOMER’S EXCLUSIVE REMEDY AND XTIUM’S ENTIRE LIABILITY UNDER THIS WARRANTY WILL BE FOR XTIUM TO RE-PERFORM THE NON-CONFORMING PORTION OF THE XTIUM OFFERINGS, OR IF XTIUM CANNOT REMEDY THE BREACH THEN REFUND THE PORTION OF THE FEE ATTRIBUTABLE TO SUCH NON-CONFORMING XTIUM OFFERINGS. THIS WARRANTY WILL NOT APPLY TO THE EXTENT CUSTOMER, ITS CONTRACTORS OR AGENTS HAVE MODIFIED ANY OF THE XTIUM OFFERINGS. EXCEPT AS SET FORTH HEREIN, XTIUM MAKES NO OTHER WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, WITH REGARD TO ANY XTIUM OFFERINGS PROVIDED UNDER THIS AGREEMENT AND/OR ANY SALES ORDER, IN WHOLE OR IN PART. XTIUM EXPLICITLY DISCLAIMS ALL WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. XTIUM EXPRESSLY DOES NOT WARRANT THAT THE XTIUM OFFERINGS WILL MEET CUSTOMER’S SUBJECTIVE REQUIREMENTS. THE PARTIES HAVE AGREED THAT THE LIMITATIONS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF ANY REMEDY SPECIFIED IN THIS AGREMEENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, AND REGARDLESS OF WHETHER CUSTOMER HAS ACCEPTED ANY XTIUM OFFERING UNDER THIS AGREEMENT. FOR ANY WARRANTY CLAIMS RELATED TO THIRD-PARTY PRODUCTS, CUSTOMER WILL LOOK SOLELY TO THE APPLICABLE THIRD-PARTY MANUFACTURER’S TERMS AND CONDITIONS.  

9. Indemnity. XTIUM shall protect, defend, indemnify and hold harmless any third-party claims against Customer and its agents if (a) claim alleges that any XTIUM-proprietary XTIUM Offerings violates a copyright, patent, trademark or other intellectual property; or (b) damage to physical property, personal injury or death caused by XTIUM’s fault or negligence. The foregoing indemnity is contingent upon Customer promptly notifying XTIUM of the claim in writing, fully cooperating with XTIUM in the defense and allowing XTIUM to solely control the defense of settlement of the claim. XTIUM will pay infringement claim defense costs it incurs in defending Customer, and XTIUM-negotiated settlement amounts, and court awarded damages. If such a claim appears likely, then XTIUM may, at its sole discretion, modify the Service, procure the necessary rights, or replace it with the functional equivalent. If XTIUM determines that none of these are reasonably available, then XTIUM may terminate the Service at issue and refund any prepaid and unused fees. XTIUM has no obligation for any claim arising from: (a) XTIUM’s compliance with Customer’s designs, specification, instructions, or technical information; (b) a combination of the Service with other technology or aspects where the infringement would not occur but for the combination; (c) use of Customer information; (d) any third-party developed software or manufactured hardware; or (e) technology or aspects not provided by XTIUM. For any intellectual property infringement claims related to Third-Party Products, Customer will look solely to the applicable third-party manufacturer’s terms and conditions. THIS SECTION CONTAINS CUSTOMER'S EXCLUSIVE REMEDIES AND XTIUM’S SOLE LIABILITY FOR INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS.

10. Limitation on Liability. EXCEPT FOR XTIUM’S INDEMNITY OBLIGATION, XTIUM HAS NO LIABILITY ARISING UNDER OR RELATED TO THIS AGREEMENT OR OTHERWISE FOR LOST PROFITS, LOST ANTICIPATED COST SAVINGS OR LOST OR DAMAGED DATA AND OTHER CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR OTHER INDIRECT DAMAGES, EVEN IF XTIUM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. EXCEPT FOR XTIUM’S INDEMNITY OBLIGATION, XTIUM’S TOTAL LIABILITY TO CUSTOMER ARISING UNDER OR RELATED TO THIS AGREEMENT IS LIMITED TO THE AMOUNTS PAID TO XTIUM BY CUSTOMER UNDER THE APPLICABLE ORDER WITHIN THE TWELVE (12) MONTHS PERIOD PRIOR TO THE EVENT WHICH GAVE RISE TO THE CLAIM. THE PARTIES RECOGNIZE THAT ALTHOUGH THE GOAL OF TECHNOLOGY-BASED SECURITY CONSULTING, SYSTEMS AND SOFTWARE IS TO PROVIDE AN ENVIRONMENT THAT IS RESISTANT TO SECURITY BREACHES, NO TECHNOLOGY CAN PROVIDE AN ENVIRONMENT THAT IS COMPLETELY SECURE OR ENTIRELY RESISTANT TO INTRUSIONS OR BREACHES. ACCORDINGLY, XTIUM MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, THAT THE HARDWARE, SOFTWARE, CUSTOMER’S SYSTEMS OR ENVIRONMENT WILL BE FREE FROM SECURITY VULNERABILITIES OR IMMUNE FROM ATTACKS, INTRUSIONS OR BREACHES. 

11. Mutual Confidentiality. In the course of performing under this agreement, a party may disclose (“Discloser”) to the other party (“Recipient”) non-public business or technical information (“Confidential Information”), which includes without limitation any software, service, technical documentation, pricing information, customer and prospect lists, market projections and analysis, technology roadmaps, data regarding its business practices, the terms of this agreement, and intellectual property of Discloser. Recipient agrees that all Confidential Information of Discloser may not be disclosed to any third-party (other than its contractors who have a confidentiality contract with Recipient with terms no less protective than the terms of this agreement) and may not be used except for purposes of performing under this agreement or otherwise for the benefit of Discloser. Recipient must safeguard Discloser’s Confidential Information with at least the same degree of care that it uses to safeguard its own confidential information, but in no event less than reasonable care. Confidential Information excludes information, which is or are: (a) in the public domain without a violation of this agreement; (b) known by Recipient prior to its receipt without any obligation regarding confidentiality; (c) disclosed to Recipient by another person not in violation of an obligation; or (d) independently developed without use of the confidential information of Discloser. If any Confidential Information is required to be disclosed by law, the Recipient must make reasonable efforts to notify the Discloser of the legal proceeding in advance. 

12. Termination. Either party may terminate this Agreement or a Sales Order upon the other party’s material breach that is not cured within thirty (30) days following notice thereof. In addition to the foregoing, XTIUM reserves the right to take proactive measures and suspend any access to XTIUM Offerings and/or take any other action that it deems necessary, in its reasonable discretion, immediately and without notice, with respect to protecting its customers, network, or the public at large. This includes, but is not limited to, suspending or blocking traffic from certain network components or users, blocking traffic from a portion of or an entire IP subnet, or disallowing XTIUM Offerings from or to any location across the globe in an attempt to prevent unauthorized access to the XTIUM network. Additionally, XTIUM may suspend XTIUM Offerings without liability if: (i) Customer fails to pay any undisputed amount within five (5) business days following Customer's receipt of a suspension notice (which will be sent to Customer if payment is not received within sixty (60) days of the invoice date); (ii) Customer breaches any provision of this Agreement and does not cure within thirty (30) days following notice thereof; (iii) any governmental prohibition or required alteration of the XTIUM Offerings necessitating such suspension; or (iv) for international XTIUM Offerings, if XTIUM or its underlying providers discontinues any component of the Service in a particular country. If XTIUM must terminate due to Customer’s uncured material breach, then all unpaid fees and charges as of the effective date of termination shall become immediately due and payable and in the case of subscription or managed services fees, any fees relating to the remaining unused subscription or managed services term shall automatically accelerate and become due.

13. Non-Solicit. Each party agrees for itself and for its affiliates not to solicit, hire or attempt to hire employees or contractors of the other Party during the term of any Order and for a period of one (1) year after the expiration of the last term (including any renewal term) thereof, without the express written consent of the other party.

14. Force Majeure. Neither Party will be in default or otherwise liable for any outage, other interruption or unavailability of the XTIUM Offering, delay, or failure of its performance under the Agreement (except with respect to payment obligations hereunder) to the extent such outage, other interruption or unavailability, delay, or failure arises by reason of an act of God or of the public enemy, the elements, adverse weather conditions, fire, flood, riots, strikes, catastrophic accident, war, governmental requirement or any action of government in its sovereign capacity, act of civil or military authority, action or inaction of a supplier or other third party, inability to secure materials, labor or transportation, Denial of Service (“DOS”) attacks, DNS spoofing and/or any other malicious attempts orchestrated by third parties, or any other cause or circumstance of a similar nature to the foregoing, beyond the reasonable control and without the fault or negligence of the affected Party (each constituting an “Force Majeure Event”). Any such Force Majeure Event shall suspend access to the XTIUM Offerings, as applicable, until the Force Majeure Event ceases. Notwithstanding the foregoing, with the exception of DOS attacks, DNS spoofing and/or any other malicious attempts orchestrated by third parties and directed towards Customer, Customer shall not be liable for charges for the Services during the duration an event of Force Majeure that directly impacts any XTIUM-controlled hardware and/or software platforms or any XTIUM-controlled physical plant and infrastructure facilities that prevents Customer from being able to utilize the Services.

15. Assignment. XTIUM may assign this Agreement in whole or in part, to any subsidiary, parent, or affiliated company, or to a successor company pursuant to any reorganization or merger of its business, or to any successor pursuant to any sale or transfer of all or substantially all its assets. Any other assignment by either Party without the prior written consent of the other Party (which consent will not be unreasonably withheld) will be null and void and, in the case of an unauthorized assignment by Customer, will otherwise constitute a breach of the Agreement. The rights and obligations under the Agreement will survive any merger or sale of either Party and will be binding upon the successors and permitted assignees of each Party.

16. Multi-Factor Authorization. Customers acknowledge and agrees that it is XTIUM's requirement that Customer maintains an active multi-factor authentication vendor for access to all Services. In the event that the Customer does not purchase and maintain an active multi-factor authentication vendor through XTIUM, Customer agrees to hold XTIUM harmless from any damages, losses, or injuries which occur, in whole or in part, due to such failure.

17. General Provisions. This Agreement shall be interpreted and construed in accordance with the laws of the State of New York, without regard to any conflict of law principles that might apply the laws of any other jurisdiction.  If any portion of this Agreement is held to be unenforceable, the unenforceable portion will be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the Parties, and the remainder of the provisions will remain in full force and effect. Any failure by XTIUM to insist upon or enforce strict performance of any provision of this Agreement will not be construed as a waiver of any provision or right. The Parties consent to the exclusive jurisdiction of the courts of the State of New York and of the United States located in New York County, New York and expressly waive trial by jury.  This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and  supersedes all prior or contemporaneous agreements and understandings between the parties, whether oral or written, and shall govern all Sales Orders or change orders.  The order of precedence in interpretation will be (i) any change order to a Sales Order; (ii) a Sales Order; (iii) any Additional Terms (as defined herein); (iv) any amendment to the Agreement; and (v) the Agreement. XTIUM may publicly refer to Customer as a client and use Customer’s name, trademark and logo as part of XTIUM’s Customer lists and marketing.  Customer hereby consents to XTIUM’s communication with Customer for marketing and business opportunity purposes. Notices and process may be given by hand delivery, express, certified or registered mail, in each case with a return receipt requested, or by next business day courier, and shall be addressed to the applicable party at the address provided at the top of this Agreement.  A party may change its address for this purpose by a notice. This Agreement and all Sales Orders and change orders may be executed, issued and accepted electronically (via fax, email, or other authenticated digital or electronic means) and shall be effective when transmitted bearing a copy of a manual, digital or electronic signature. Sales Orders may be executed in one or more counterparts, all of which will constitute one instrument. The Parties agree that all executed Sales Orders, including this Agreement, have been negotiated between and jointly drafted by XTIUM and Customer.

18. Additional Terms. In addition to the terms set forth in this Agreement, certain XTIUM Offerings may be subject to additional terms and conditions applicable to the type and nature of such service or product, including but not limited to those affecting Third-Party Products as published by the applicable third-party manufacturer thereof. Such additional terms and conditions can be found at https://xtium.com/legal (the “Additional Terms”). In the event of conflict, the Additional Terms supersede this Agreement.