This Subscription Agreement (this “Agreement”) is made as of the effective date of the first Quotation entered hereunder (the “Effective Date”) by and between Jacobs UK Limited a company incorporated under the Laws of England & Wales with company registration No. 02594504, and having a registered address of Cottons Centre, Cottons Lane, London, United Kingdom SE1 2QG (“Jacobs”) and the party identified as “Customer” in the Quotation(s) entered into under this Agreement (“Customer”), the terms of which are incorporated by reference herein and accordingly unless the context provides otherwise references to this Agreement shall also include the terms of the Quotation.

1. DEFINITIONS & INTERPRETATION.

   Part A: Definitions

   Capitalised terms not otherwise defined when first used herein or in the Quotation have the meanings set forth below:

   Authorised Users	means those Customer employees agents and independent third-party consultants and contractors acting on behalf of the Customer who are authorised by the Customer to access and use the Service;
   Confidential Information	means (i) any Customer Content and (ii) any other information which is marked as “Confidential” or “Proprietary” or ought reasonably to be considered confidential given the nature of the information or the circumstances of disclosure which may include ideas, concepts, trade secrets or knowledge of any other kind whether commercial, financial or technical;
   Customer Content	means any Customer Content or data licensed or lawfully obtained by Customer from a third-party, or data or information obtained from a third-party on behalf of Customer, as well as Customer or third-party information provided by the Customer to Jacobs for the provision of the Service;
   Customer Responsibilities	means the duties and responsibilities of the Customer as described in the Quotation;
   Data Criteria	any data criteria for Customer Content set out in the Knowledge Base;
   Intellectual Property Rights or IPR	means any and all, current and future, intellectual and industrial property rights and interests, including but not limited to (a) any patents, design, utility models, database rights, trademarks, service marks, eligible layout rights, designs, copyrights and topographical rights, moral rights, design patents, trading names, internet domain names, source code, rights in the get-up of products (including the screens and user interfaces of software) and other signs and indications of origin, whether registered or unregistered, and any applications for registration of any of them; (b) any discoveries, trade secrets, know-how, software and improvements; (c) together with any rights in server programmes, specifications, formulae, data, analytics, algorithms, libraries, know-how, processes, methods, techniques, development improvement and any other innovation, including but not limited to methodologies, frameworks, metrics, assessment questions, software configuration, customisation codes, images, ideas, confidential information, tools and text that are part of the proprietary content; and (d) all forms of protection of a similar nature or having equivalent or similar effect to any of them, in the UK or the world, for the duration of those rights and interests; and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
   Jacobs Data	means data owned or otherwise developed or created by Jacobs which is provided by Jacobs to Customer as part of the Service. Jacobs Data does not include Third-Party Material and Customer Content;
   Jacobs IP	means Jacobs Data, the Service, as well as any and all IPR owned by Jacobs, including IPR incorporated into or used in the Service, Performance Data, as well as any Confidential Information disclosed by Jacobs to the Client under this Agreement. Jacobs IP does not include Third-Party Material;
   Knowledge Base	The web portal containing information and instructions relating to the proper use of the Service at help.floodplatform.com;
   Output Data	means data or other type of deliverable that is generated by Jacobs as a result of the use of the Service by the Customer, including, but not limited to, data files, models, analytics and reports;
   Performance Data	Data derived from the use of the Service by the Customer;
   Permitted Use	means the number of Authorised Users, transactions, volume, revenue and/or other licence metrics subscribed to by Customer in the applicable Quotation for the Service;
   Privacy Notice	means Jacobs’ statement on data protection linked in the Service as may be amended from time to time;
   Quotation	means the Jacobs quotation for the Service signed by the Customer (including any other documents referred to therein) which specify(ies) inter alia, the Customer’s scope of access and Permitted Use of the Service, and any other terms and conditions applicable to the Service;
   Service	means Jacobs’ hosted online subscription software as a service known as “Flood Platform” and technical support to be accessed and used by the Customer pursuant to the terms of this Agreement;
   Subscription Term	means the 12 month period which begins on the start date and expires on the end date (both dates being specified in the Quotation);
   Supply Chain Partners	means such third parties notified to the Customer as supporting Jacobs in the delivery of the Service;
   Support Policy	this service level agreement applicable to the Service: https://app.floodplatform.com/page/support-policy;
   Third-Party Material	means any and all software or data owned or otherwise developed or created by third parties and provided by Jacobs to Customer as part of the Service. Third-Party Material does not include Customer Content or Jacobs Data;
   Terms of Use	means the end user agreement linked in the Service which the Authorised Users must accept to access the Service;

   Part B: Interpretation

   1. Clause, headings shall not affect the interpretation of this Agreement.

   2. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

   3. References to clauses are to the clauses of this Agreement.

   4. Other documents referred to within this Agreement including without limitation the Support Policy and Privacy Notice are deemed to form part of this Agreement and shall have effect as if set out in full in the body of this Agreement.

   5. A reference to this Agreement or to any other agreement or document is a reference to this agreement or such other agreement or document, in each case as varied from time to time.

   6. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

   7. Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.

   8. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

   9. A reference to writing or written excludes faxes, not e-mail.

   10. A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this Agreement.

   11. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

   12. Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

   13. Any requirement for agreement between the Parties obliges the parties to act reasonably and in a spirit of mutual trust and cooperation.

2. ACCEPTANCE OF THIS AGREEMENT.

   1. Acceptance Subject to the Customer’s continued acceptance with this Agreement, Jacobs hereby grants to the Customer and its Authorised Users access to and use of the Service pursuant to this Agreement. The Customer is responsible for the acts and omissions of its Authorised users. Upon first login to the Service, or whenever the software updates or changes to this Agreement are made, each Authorised User will be required to accept the Terms of Use which govern the use of the Service. If Authorised users do not agree to be bound, they should not indicate acceptance with the Agreement or Terms of Use.

   2. Precedence The Parties agree that the following terms apply exclusively to the use and deployment of the Service and subject to Clause 5.11 shall take precedence over any other terms between Jacobs and the Customer specifically in relation to the use and deployment of the Service In the event, however, of a conflict in and/or between the terms subject to Clause 5.11they shall be interpreted in order of priority listed below:

      1. the Quotation;

      2. this Agreement;

      3. the Terms of Use;

      4. Privacy Notice; and

      5. Support Policy.

3. SERVICE.

   1. Jacobs shall exercise reasonable skill, care and diligence to provide the Service in accordance with this Agreement.

   2. Jacobs shall use reasonable endeavours to deliver the Service in accordance with this Agreement.

4. CUSTOMER’S OBLIGATIONS

   1. The Customer undertakes to:

      1. carry out and complete all Customer Responsibilities;

      2. provide Jacobs with all necessary co-operation in relation to this Agreement; and

      3. provide all necessary access to such reasonable information as may be required by Jacobs.

   2. The Customer undertakes to comply with its obligations under this Agreement:

      1. in a diligent, timely and efficient manner; and

      2. in accordance with all applicable laws and regulations.

   3. The Customer acknowledges that for Jacobs to provide the Customer with access to the Service and to deliver the Service in accordance with this Agreement it is conditional on the Customer complying with its obligations under this Clause 4 in particular and without limitation completing its Customer Responsibilities in such a way to support Jacobs and so no act, omission or default of the Customer shall put Jacobs in breach of any of its obligations under this Agreement.

5. ACCESS TO THE SERVICE

   1. Provision of Access. Subject to the terms and conditions of this Agreement and provided the Customer has complied with and continues to comply with its obligations under this Agreement, Jacobs shall make the Service available to Customer for the Subscription Term pursuant to this Agreement. The Customer acknowledges that the functionality of the Service may change during the Subscription Term as a result of changes carried out as part of the Service.

   2. The Customer is solely responsible for: (i) ensuring that only Authorised Users have access to the Service; (ii) ensuring that such Authorised Users have been trained in proper use of Service and the Authorised Users comply in full with this Agreement and the Terms of Use and (iv) ensuring the proper usage of passwords, tokens and access procedures with respect to logging into the Service.

   3. Jacobs reserves the right to refuse registration of, or to cancel, Authorised Users access that it reasonably believes to violate this Agreement and the Terms of Use in which case Jacobs will promptly inform the Customer in writing of such refusal or cancellation.

   4. If the Customer learns or suspects that any Authorised User is not complying with the provisions of this Agreement and the Terms of Use, the Customer must notify Jacobs immediately and terminate such Authorised User's right to use the Service.

   5. Any breach by an Authorised User of the Terms of Use shall be deemed to be a breach by the Customer of this Agreement.

   6. The Customer shall implement and take measures to maintain reasonable and appropriate administrative, technical, and physical security safeguards, protect against anticipated threats or hazards to the security or integrity of the Service and protect against any unauthorised access to, or use of, the Service and, in the event of any such unauthorised access or use, promptly notify Jacobs.

   7. Customer Content. As part of the Service, Customer will provide Jacobs with Customer Content. Customer Content must be consistent with the Data Criteria. The Customer understands that if Customer does not provide Customer Content pursuant to the Data Criteria, Jacobs may be unable to provide the Customer with Output Data. The Customer also understands that if the Customer does not provide Customer Content pursuant to the Data Criteria, the Output Data may be useless, inaccurate or incomplete but the Customer may still be charged for such use of the Service.

   8. Third-Party Materials. The Service may include applications, software (including open-source software), content, data or other materials, including related documentation, that are owned by persons or entities other than Jacobs (including without limitation any relevant Supply Chain Partners) and that are provided to Customer on licence terms that are in addition to and/or different from those contained in this Agreement (“Third-Party Licences”). The applicable Third Party Licenses are identified within the admin portal for the Service. To the extent required the terms of such Third Party Licences will apply in lieu of the terms of this Agreement, including without limitation any provision governing access to the source code, modification or reverse engineering. Any breach by Customer or any of its authorised users of any Third-Party Licence is also a breach of this Agreement.

   9. Limitations on Use. In addition to any limitations set forth in the Quotation, Customer shall not: (a) sell, lease or sublease access to the Service , or incorporate, merge or interface the Service into any third party or self-developed products or allow access to the Service, in whole or in part, by other software or other products or Service for any purpose other than as may be agreed with Jacobs for example through API access; (b) copy, decompile, or reverse engineer any portion of the Service; (c) use the Service to provide services to third parties on a on a timesharing, rental, sharing or “service bureau” basis; (d) remove any Jacobs titles, trademark symbols, copyright symbols and restrictive legends; (e) bypass or disable any protections that may be put in place to provide security for the Service or to protect against non-authorised access to the Service ; (f) use the Service to store, transmit or produce infringing, libelous, vulgar, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights or other rights; (g) use the Service to transmit viruses, Trojan horses or other harmful or malicious code; (h) interfere with or disrupt the integrity or performance of the Service or third-party data contained therein; (i) impersonate or use the identity of another person or organisation, or falsely state or otherwise misrepresent an affiliation with a person or organisation; or (j) permit any unauthorised access to, or use of, the Service and shall notify Jacobs promptly of any such unauthorised access or use.

   10. Reasonable Precautions. Customer shall implement, and shall take measures to maintain, reasonable and appropriate administrative, technical, and physical security safeguards designed to: (a) ensure compliance with clause 5.9 above (Limitations on Use); (b) protect against anticipated threats or hazards to the security or integrity of the Service; and (c) protect against unauthorised access or use of the Service.

   11. Data Protection. The Privacy Notice governs all data and information received or collected by Jacobs when Customer and its Authorised Users access the Service. The Privacy Notice contains important information regarding the collection, use, disclosure and protection of personal data provided by the Customer. If there is a conflict between this Agreement, the Quotation, and the Privacy Notice, the Privacy Notice shall take precedence with respect to the subject matter that it covers.

   12. Permitted Use. Excess Use. If applicable, the Quotation will specify the Permitted Use associated to the Service. If Customer exceeds its Permitted Use as provided in the Quotation, notwithstanding Jacobs’ rights under clause 5.13 (Suspension of Service) below, Customer will promptly notify Jacobs and, within twenty-eight (28) days after learning of such unpermitted use, shall cease and disable all unpermitted use and/or purchase additional subscriptions, storage and compute as may be applicable.

   13. Suspension of Service. Jacobs may review Customer’s use of the Service to verify Customer’s compliance with this Agreement, including use of the Service subject to the Permitted Use, and Customer shall provide any reasonable assistance with any such review. If Jacobs identifies any non-compliance in such review or has other reasonable grounds to suspect that Customer’s registration data is inaccurate or incomplete, that Customer or any Authorised User has violated or threatens to violate the terms and conditions of this Agreement, any Quotation, the Customer exceeds its Permitted Use under an Quotation, or other terms and conditions applicable to the Service , or that the performance, integrity or security of the Service is being adversely impacted or in danger of being adversely impacted as a result of Customer’s or any such Authorised User’s access or use, Jacobs may suspend or terminate Customer’s and/or any such Authorised User’s use of the Service , in addition to any other rights or remedies Jacobs may have.

   14. Changes to the Service. Jacobs may change or discontinue the Service and any features of the Service at any time, and if such changes are material, Jacobs will notify Customer by sending an email to the last email address provided to Jacobs. If Customer does not wish to continue using the modified Service or if the Service is discontinued, Customer may terminate the Service by giving twenty eight (28) days’ written notice and will be entitled to a refund of any amounts prepaid for the period remaining in relation storage for the Subscription Term and/or compute credit. No refund will be provided in respect of monies paid for the Service other than as set out in this clause 5.1.4. After the twenty-eight (28) day period set out above the Customer Content and Output Data will be deleted irrecoverably from the Service. Jacobs may change the terms of this Agreement at any time. The new terms will be effective on the first day of the next billing cycle and will apply thereafter. By continuing to use the Service after any such changes, Customer agrees to be bound by such changes. If Customer does not wish to agree to the new terms, Customer must stop using the Service immediately.

6. ACCOUNT AND PASSWORDS.

   1. If applicable, Customer and each Authorised User of Customer must complete Jacobs’ registration process prior to access to and use of the Service. As part of the registration process Customer and each Authorised User may be asked to provide accurate information either to Jacobs directly or to their admin user. Customer and each Authorised User will be given a password and a username by Jacobs. Customer shall ensure that all data supplied in establishing its accounts is accurate and complete. All username and password are confidential information and shall be used solely by Customer and its Authorised Users to access its account and use the Service. Customer is responsible for keeping all usernames and passwords confidential. Customer shall take reasonable steps to prevent unauthorised access to Customer’s usernames, passwords, tokens, and two-factor-authentication (2FA) devices. Customer will immediately notify Jacobs of any unauthorised access to the Service. Jacobs is not responsible for any losses due to stolen or hacked passwords.

7. SERVICES.

   1. Consulting Services. On Customer’s request, Jacobs may perform consulting and professional services for Customer. Any such consulting services performed by Jacobs will be governed by a separate consulting agreement executed by the parties.

   2. Technical Support Services. Jacobs will provide technical support services in relation to the Service in accordance with the Support Policy.

8. FEES; LATE FEES; TAXES.

   1. Fees. Customer will pay to Jacobs the fees set out in each Quotation for the Service and Permitted Use set forth therein. Except in the cases set forth in clause 5.1.4 (Changes to the Service), clause 13.2 (Termination) and clause 13.3 (Effects of Termination), fees paid by the Customer are non-refundable. Except as expressly set forth in the applicable Quotation, Customer shall pay each invoice in full within twenty-eight (28) days after the date of invoice in the currency as specified in the Quotation. If Customer is late in payment of amounts owed hereunder, Jacobs will implement its process in relation to access to the Service and data deletion as set out in the Quotation.

   2. Late Fees. Jacobs will be entitled to late payment fees on undisputed amounts due if payment is not received within twenty-eight (28) days after the due date. Late payment fees are payable in the amount of 3% per annum above the Bank of England base rate during the period in which the undisputed amount remains unpaid. Customer will promptly notify Jacobs of any amounts disputed in good faith. The parties will make a good faith attempt to amicably resolve any disputes regarding amounts billed.

   3. Taxes. All charges will be exclusive of any taxes, and Customer shall be financially responsible for all sales or services taxes that are assessed on Customer’s access to and use of the Service.

9. PROPRIETARY RIGHTS.

   1. Ownership; Reservation of Rights. As between Jacobs and Customer, all rights, title, and interest in and to all Intellectual Property Rights in Jacobs’ Confidential Information, Jacobs IP, Jacobs Data and the Service are owned exclusively by Jacobs and its licensors. As between Jacobs and Customer, all Customer Content shall be owned by Customer and its licensors, subject to the limited use rights granted to Jacobs and where appropriate its Supply Chain Partners under clause 9.2 (Customer Content). Jacobs reserves all rights, title and interest in Jacobs’ Confidential Information, Jacobs IP, Jacobs Data and Service that are not expressly granted to Customer by this Agreement.

   2. Customer Content. As between Jacobs and Customer, all Customer Content shall be owned by Customer, subject to the limited use rights granted to Jacobs under this clause 9.2 (Customer Content). Customer represents that Customer Content does not infringe the Intellectual Property Rights or personal rights or any other rights of any third party. The Customer acknowledges that Jacobs makes no independent assessment or evaluation of any Customer Content, nor does Jacobs examine the sources of the Customer Content to determine whether it may incur liability to third parties from delivery or use thereof as permitted herein. Customer shall be solely responsible for the accuracy, quality, integrity and legality of Customer Content and of the means by which Customer Content was acquired. Customer also represents that it has all rights, permissions and licences to provide Jacobs with access to Customer Content pursuant to the terms and for the purposes set forth in this Agreement. Customer hereby grants to Jacobs a limited, perpetual, non-exclusive, royalty-free right and licence to use the Customer Content for the purposes of the proper performance of its duties and obligations to the Customer under this Agreement and any other agreements it has entered into or will enter into with the Customer relating to the Service, providing training services, technical support in line with the Support Policy and the derivation and creation of Performance Data with regard to the Service and to improve and enhance the Service and other products and services offered by Jacobs. The Customer acknowledges that the Supply Chain Partners may also require an equivalent licence as provided to Jacobs for the purpose of providing the Service and Output Data and in such circumstances the forgoing licence granted to Jacobs shall permit any necessary sub-licensing to the Supply Chain Partners.

   3. Output Data. Subject to the terms of clause 8 (Fees, Late Fees, Taxes) and clause 13.3 (Effects of Termination), as between Jacobs and Customer, Customer shall retain ownership, title and interest in and to any Output Data (not including any Jacobs IP). Customer acknowledges that the Output Data may not be unique and may be substantially similar in whole or part to results produced for other Jacobs customers obtaining similar services as Jacobs is providing under this Agreement. Subject to the terms of clause 8 (Fees, Late Fees, Taxes) and 13.3 (Effects of Termination), to the extent that any Jacobs IP is incorporated in or otherwise required for the access to or use of the Output Data, Jacobs hereby grants Customer a limited, perpetual, royalty-free, non-exclusive, licence to such data only to the extent necessary to allow Customer to view and have access to the Output Data. Jacobs shall also retain the right to use the Output Data for the proper performance of its duties and obligations to the Customer under this Agreement and any other agreements it has entered into or will enter into with the Customer relating to the Service , providing training services, technical support in line with the Support Policy and the derivation and creation of Performance Data with regard to the Service and to improve and enhance the Service and other products and services offered by Jacobs.

   4. Feedback. Customer hereby assigns to Jacobs all right, title, and interest (including all rights in copyright and resulting patents or any other Intellectual Property Rights) in any suggestions, enhancements, recommendations or other feedback provided by Customer or any Authorised Users of Customer with regard to the Service.

10. CONFIDENTIALITY.

    1. Each party shall and shall procure that their respective employees, directors, licensors (including any Supply Chain Partners) and professional advisers keep in strict confidence all the Confidential Information disclosed by the other party in connection with the Service or this Agreement. Upon the termination of this Agreement, each party will, at the request of the other party, return or destroy all documents, information or software containing Confidential Information of the other party, and delete Confidential Information from all memory devices. Notwithstanding the foregoing, Jacobs shall be entitled to retain and use Customer Content and Output Data as permitted under clauses 9.2 and 9.3 (Customer Content and Output Data). Except in respect of employees, directors, licensors (including Supply Chain Partners) and professional advisers who are directly involved in the services, neither party shall disclose, offer or transfer to any third party the confidential information of the other party without the prior written consent of the other party. The parties agree that Confidential Information shall only be shared with employees, directors, licensors (including Supply Chain Partners) and professional advisers on a need-to-know basis in so far as their involvement in delivering the Service and/or this Agreement.

11. DISCLAIMER OF WARRANTIES.

    1. The Service is provided “as is” without warranty and Jacobs expressly excludes and disclaims any other warranties, whether express, implied or statutory, including, without limitation, warranties of merchantability, accuracy, title, non-infringement, or fitness for a particular purpose, or any warranties arising from usage of trade, course of dealing or course of performance. Without limiting the generality of the foregoing, Jacobs specifically does not warrant that the Service will meet the requirements of the Customer or any third party, that the Service or any reports or Output Data generated by the Service will be complete or accurate, or that the Service , any, reports or Output Data constitute professional engineering Service or that access to or operation of the Service will be without interruption, secure or error-free accordingly nothing in this Agreement or in reports, Output Data or other document is to be construed as requiring Jacobs to use (or to have used) anything greater than reasonable skill care and diligence. The Customer acknowledges that any such Service, reports and/or Output Data are for informational purposes only. The Customer also acknowledges that in entering into this Agreement it has not relied on any promise, warranty or representation not expressly set forth herein or incorporated into this Agreement by reference.

12. INDEMNITY; LIMITATION OF LIABILITY.

    1. Indemnity.

       1. By Customer. Customer shall indemnify and defend Jacobs and its directors, officers, agents and employees, and hold them harmless, against any and all third-party claims, suits, actions, loss, damages, liabilities, costs or expenses (including reasonable legal fees) (“Losses”) to the extent arising out of: (i) Customer’s non-compliance with or violation of any applicable laws or regulations; (ii) misuse or unauthorised use of the Service by Customer or any person who accesses the Service through Customer; (iii) Customer’s breach of its confidentiality obligations or any other term of this Agreement; or (iv) any claim that the Customer Content infringes or misappropriates the Intellectual Property Rights or other rights of a third party.

       2. By Jacobs. Jacobs shall indemnify and defend Customer and its directors, officers, agents and employees, and hold them harmless, against any Losses to the extent arising out of: (i) any third-party claim that the Service infringes or allegedly infringes the Service copyright or other Intellectual Property Rights of any third party; or (ii) Jacobs’ breach of its confidentiality obligations or any other term of this Agreement. If the Service, or any portion thereof become subject to any third-party suit, claim, action or demand (“Claim”) or in Jacobs’ reasonable judgment is likely to become subject to a Claim, alleging that the Service infringe, misappropriate or violate a third party’s intellectual property rights, Jacobs may within a reasonable time, at its sole option and expense: (i) secure for Customer the right to continue the use of such item; (ii) replace such item with a substantially equivalent item not subject to any such Claim; (iii) modify such item so that it becomes no longer subject to any such Claim; and/or (iv) contest the Claim. If Jacobs determines, in Jacobs’ reasonable discretion, that it is not commercially feasible to procure the right to continued use of the applicable item or to replace or modify the applicable item as provided in clauses (i), (ii) and (iii) of the preceding sentence, Jacobs may terminate access to the item, and Jacobs’ sole liability under this clause shall be to refund Customer all fees and expenses paid by Customer to Jacobs for such item.

       3. Process. All of the foregoing indemnity obligations of Jacobs and Customer are conditioned on: (a) the indemnified party notifying the indemnifying party promptly in writing of any actual or threatened Claim, provided that failure to give prompt notice shall not relieve the indemnifying party’s obligation hereunder unless the indemnifying party’s ability to defend the Claim is prejudiced in a material way; (b) the indemnified party giving the indemnifying party sole control of the defence thereof and any related settlement negotiations, and (c) the indemnified party cooperating and, at the indemnifying party’s request and expense, assisting in such defence.

       4. EXCLUSIVE REMEDY. This clause 12.1 states each party’s entire liability and the other party’s exclusive remedy for third-party infringement claims and actions.

    2. Limitation of Liability.

       1. Limitation of Liability. Except for claims relating to a party’s breach of confidentiality obligations or indemnification, to the extent permitted by law, the total, cumulative liability of each party arising out of or related to this Agreement, whether based on contract, in tort or any other legal or equitable theory, shall be limited to the amount paid by the Customer under this Agreement to Jacobs during the twelve (12) months preceding the date when the first such claim against such party first accrued. The existence of more than one claim shall not enlarge this limit.

       2. Notwithstanding any other provision of this Agreement, in no event shall Jacobs be liable to the Customer, including by way of indemnity, by virtue of any fiduciary duty, tort (including without limitation negligence), breach of contract or under any other legal doctrine or principle or otherwise at law and whether or not foreseeable at the date of entering into this Agreement, for any special, indirect, incidental or consequential loss or damage; and/or any loss of profit or anticipated profit or savings, loss of revenue, loss of contracts or reputation, loss of production, loss of product, loss or corruption of data or information, loss of use or opportunity or loss of efficiency, loss of savings (whether anticipated or otherwise), loss of or damage to goodwill, loss of business, any claims by the Customer’s suppliers, contractors, customers whether based on alleged Jacobs fault or otherwise, any financing or interest costs, increase in running and/or operating costs, costs of plant downtime, business interruption or downtime or any similar losses or claims and any pure economic loss, in each case whether direct or indirect, howsoever arising and regardless of cause including without limitation by the fault, breach of contract, tort (including concurrent or sole and exclusive negligence) breach of duty, strict liability or otherwise of Jacobs and whether a claim is based on contract, at law, in equity or otherwise, which may arise out of or in connection with the Service and this Agreement.

13. TERM AND TERMINATION.

    1. Term. This Agreement shall be effective as of the Effective Date and shall continue in full force and effect until (a) the end date set forth in a Quotation; or (b) termination in accordance with the terms of this Agreement or the applicable Quotation.

    2. Termination.

       1. Uncured Breach. If any material breach of this Agreement or of an Quotation occurs, and such breach is not cured within twenty-eight (28) days after written notice from the non-defaulting party, the non-breaching party shall have the right to terminate this Agreement or the affected Quotation by giving written notice of termination to the breaching party, which termination shall be effective twenty-eight (28) days after receipt of such written notice of termination.

       2. Violation of Limitations on Use. If Jacobs reasonably believes that Customer is violating or has violated clause 5.9 (Limitations on Use) in any material way, Jacobs may suspend Customer’s access to the Service immediately. Jacobs shall provide written notice of any such suspension promptly to Customer. If after good-faith discussion with Customer, Jacobs believes in its sole discretion that Customer is violating or has violated clause 5.9 (Limitations on Use) in any material way, Jacobs may terminate this Agreement or any Quotation effective immediately upon written notice to Customer.

       3. Automatic Termination. On termination or non-renewal of the last-to-terminate of all Quotations hereunder, this Agreement shall automatically terminate.

       4. Insolvency, Etc. Either party may terminate this Agreement or any Quotation immediately upon written notice to the other party if the other party becomes insolvent; is dissolved or liquidated; has a petition in bankruptcy, reorganization, dissolution or liquidation, or similar action filed by or against it; is adjudicated a bankrupt; has a receiver appointed for its business; or makes an assignment for the benefit of creditors.

    3. Effects of Termination.

       1. Termination of the Service; Fees. Upon expiration or other termination of this Agreement or any Quotation for any reason, Customer shall immediately stop using, and Jacobs shall stop providing access to the Service in accordance with the Quotation. Unless otherwise provided in an Quotation, subject to Customer’s full compliance with the terms of this Agreement, including, without limitation clause 8 (Fees, Late Fees, Taxes), Customer may continue to use indefinitely any and all Output Data uploaded or created prior to the effective date of expiration or termination of this Agreement, whether in printed format or stored by Customer on its servers outside of the Service, and as detailed in the Quotation. If this Agreement or a Quotation is terminated by Customer due to Jacobs’ uncured material breach under clause 13.2(a) above, then Jacobs shall refund to Customer, within twenty-eight (28) days after the effective date of termination, all prepaid fees for the remaining portion of any terminated Service. If this Agreement or a Quotation is terminated by Jacobs due to Customer’s uncured material breach under clause 13.2(a), then Customer shall pay to Jacobs, within twenty eight (28) days after the effective date of termination, any unpaid fees for the terminated Quotation that would have been payable for the remainder of the Subscription Term after the effective date of termination.

       2. Effect on Quotations. In the event this Agreement expires or is terminated by Customer as permitted by clause 13.2(a), all of the Quotations then in effect shall also terminate unless Customer expressly requests otherwise. If Customer requests that one or more Quotations does not terminate as set forth in the preceding sentence, then the terms and conditions of this Agreement shall continue in full force and effect, and shall continue to apply, with respect to such Quotations for their respective Subscription Terms.

14. MISCELLANEOUS.

    1. Governing Law. This Agreement will be governed by the laws of England and Wales, without regard to the principles of conflicts of laws thereof. The parties submit to the exclusive jurisdiction of the English courts. The provisions of the Contracts (Rights of Third Parties) Act 1999 shall not apply to the Agreement hereunder and are hereby expressly excluded.

    2. Relationship of Parties. This Agreement does not create a joint venture, partnership, employment relationship or other agency relationship between the parties.

    3. Compliance with Laws. Each party will comply with all applicable federal, state and local laws, rules and regulations, including export regulations and privacy laws (“Laws”). Customer will be solely responsible for the compliance of Customer Content with Laws and will comply with all Laws relating to the use, disclosure and transmission of such Customer Content.

    4. Force Majeure. Except for Customer’s payment obligations, neither party is responsible from any delay or failure to perform resulting from any act, event or circumstance or combination of acts, events or circumstances, the cause of which is neither of such party’s making nor within that party’s reasonable control which could not reasonably be planned for or avoided, including, without limitation, acts of God, acts of any governmental or supra-national authority, war or national emergencies, riots, civil commotion, fire, explosion, flood, epidemic or pandemic (“Force Majeure Event”). The delayed party will promptly notify the other party of any such event. If the Force Majeure Event prevents, hinders or delays the affected party's performance of its obligations for a continuous period of more than 8 weeks, the party not affected by the Force Majeure Event may terminate this agreement forthwith on written notice to the affected party.

    5. No Waiver. Any failure or delay on the part of either party in the exercise of any right or privilege hereunder shall not operate as a waiver thereof, nor shall any single or partial exercise of any such right or privilege preclude other or further exercise thereof or of any other right or privilege. All waivers and consents, if any, given hereunder shall be in writing.

    6. Assignment. Neither party shall assign this Agreement nor any of its rights, interests, privileges, licences or obligations hereunder without the other party’s prior written permission; notwithstanding the foregoing Jacobs may assign this Agreement to an affiliate of Jacobs, and each party may assign its rights and obligations hereunder to any successor-in-interest to all or substantially all of such party’s assets to which this Agreement pertains.

    7. Headings. The headings in this Agreement are inserted for convenience of reference only, and are not intended to be a part of, or to affect the meaning or interpretation of, this Agreement.

    8. Severability. In the event that any provision of this Agreement is found to be invalid, voidable or unenforceable by any court of law with competent jurisdiction, the parties agree that unless it materially affects the entire intent and purpose of this Agreement, such invalidity, voidability or unenforceability shall not affect either the validity of this Agreement or the remaining provisions herein, and the provision in question shall be deemed to be replaced with a valid and enforceable provision most closely reflecting the intent and purpose of the original provision.

    9. Equitable Relief. The parties each acknowledge that any breach of licence terms or restrictions or of clause 10 (Confidentiality) cannot adequately be compensated by damages in an action at law and that a breach or threatened breach of any such provision would cause the non-breaching party irreparable injury and damage. The parties, therefore, agree that the non-breaching party shall be entitled, in addition to any other remedies it may have under this Agreement or otherwise, to preliminary and permanent injunctive and other equitable relief to prevent or curtail any actual or threatened breach of licence terms or clause 10; provided, however, that no specification in this Agreement of a specific legal or equitable remedy shall be construed as a waiver or prohibition against the pursuit of other legal or equitable remedies in the event of such a breach.

    10. Survival. Any rights and obligations which by their nature survive and continue after the end of this Agreement shall survive and continue and shall bind the parties and their successors and assigns, until such obligations are fulfilled. Without limiting the foregoing, upon the expiration or termination of this Agreement for any reason, clause 3 (Access to the Service ), 8 (Fees; Late Fees; Taxes), 9 (Proprietary Rights), 10 (Confidentiality), 11 (Disclaimer of Warranties), 12 (Indemnity; Limitation of Liability) and 13 (Term and Termination) of this Agreement, together with any other provision required for their construction or enforcement, shall survive termination of this Agreement for any reason.

    11. Entire Agreement. This Agreement and any Quotations constitute the entire agreement between the parties with respect to the subject matter hereof, and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.

    12. Notices. Unless otherwise provided in this Agreement, all notices, requests, consents and other communications required or permitted under this Agreement will be in writing and will be sent to each party at the address set out in the preamble of this Agreement, the Quotation, or any address later provided by such party as provided herein. All notices will be sent by registered or certified mail, or reputable overnight courier. All notices sent by registered or certified mail will be deemed effective on the fifth day after deposit in the mail. All notices sent by overnight carrier will be deemed effective the day after deposit or transmission, as applicable. If notices, requests or other communications required or permitted under this Agreement are sent by email instead of by the methods noted above, the parties shall email to hello@floodplatform.com, with a copy to NoticesEurope@jacobs.com in the case of Jacobs; and to the contact noted in the Quotation in the case of the Customer. An email shall be deemed to have been received at the time which it is sent or, if sent outside normal business hours (9am-5pm Monday-Friday except for bank holidays in England) at the time the email is sent.

THE PARTIES ACKNOWLEDGE THAT THEY HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE LEGALLY BOUND BY IT.