LOCKTERA CORE API SUBSCRIPTION AGREEMENT

This Locktera CORE API Subscription Agreement (“Agreement”) is entered into by and between Locktera, Inc., a Texas corporation (“Locktera,” “Company,” “we,” “us,” or “our”), and the entity or organization identified in the applicable Order Form, Statement of Work, or other ordering document referencing this Agreement (“Customer,” “you,” or “your”).

This Agreement governs Customer’s access to and use of Locktera’s application programming interfaces (APIs), cryptographic container technology, encryption and policy enforcement systems, authorization mechanisms, software development kits (SDKs), developer tools, and related hosted, hybrid, or distributed services, including associated documentation, updates, and enhancements (collectively, the “Services”).

This Agreement is effective as of the date specified in the applicable Order Form, or if no Order Form exists, the date Customer first accesses or uses the Services (“Effective Date”).

1. DEFINITIONS

For purposes of this Agreement, the following capitalized terms shall have the meanings set forth below:

1.1 “API”

“API” means Locktera’s application programming interfaces that enable Customer systems to access, integrate with, and use the Services.

1.2 “Authorized Users”

“Authorized Users” means individuals or systems authorized by Customer to access or use the Services on Customer’s behalf, including:
(a) Customer’s employees;
(b) Customer’s contractors, consultants, or agents; and
(c) Customer-controlled applications, servers, or automated systems.

Customer is fully responsible for all acts and omissions of Authorized Users and all use of the Services under Customer’s account.

1.3 “Confidential Information”

“Confidential Information” has the meaning set forth in the Locktera CORE API Terms of Service.

1.4 “Container”

“Container” has the meaning set forth in the Locktera CORE API Terms of Service.

1.5 “Customer Data”

“Customer Data” has the meaning set forth in the Locktera CORE API Terms of Service.

1.6 “Documentation”

“Documentation” has the meaning set forth in the Locktera CORE API Terms of Service.

1.7 “Order Form”

“Order Form” has the meaning set forth in the Locktera CORE API Terms of Service.

1.8 “Services”

“Services” has the meaning set forth in the CORE API Terms of Service. The specific Services subscribed to are identified in the applicable Order Form.

1.9 “Subscription Term”

“Subscription Term” means the period during which Customer is authorized to access and use the Services, as specified in the applicable Order Form, including any renewal periods.

2. SCOPE OF SERVICES

The Services operate using cryptographic enforcement architecture as described in the TOS. Customer acknowledges and agrees to the shared responsibility model set forth therein.

2.1 Provision of Services

Subject to the terms and conditions of this Agreement and the applicable Order Form, Locktera shall make the Services available to Customer during the applicable Subscription Term.

Locktera shall provide the Services in accordance with the then-current Documentation.

Locktera may modify, enhance, or improve the Services from time to time, provided that such modifications do not materially reduce the core functionality of the Services purchased under the applicable Order Form.

3. LICENSE; ACCESS RIGHTS

Customer’s access to and use of the Services are governed by the license grant, ownership provisions, use restrictions, suspension rights, and related terms set forth in the Locktera CORE API Terms of Service (the “TOS”), which are incorporated herein by reference.

Nothing in this Agreement expands or modifies the scope of the license granted under the TOS except as expressly set forth in an applicable Order Form.

4. CUSTOMER RESPONSIBILITIES

4.1 Account Security and Credential Protection

Customer is solely responsible for maintaining the confidentiality and security of all credentials used to access the Services, including without limitation:

(a) API keys;
(b) authentication credentials;
(c) access tokens;
(d) encryption keys under Customer control; and
(e) administrative account credentials.

Customer shall implement and maintain reasonable administrative, technical, and physical safeguards designed to prevent unauthorized access to the Services.

Customer shall promptly notify Locktera of any known or suspected unauthorized access, credential compromise, or security incident affecting Customer’s account or use of the Services.

Locktera shall not be responsible for any loss, damage, or liability arising from unauthorized access resulting from Customer’s failure to secure its credentials or systems.

4.4 Authorized User Responsibility

Customer shall:

(a) ensure that all Authorized Users comply with this Agreement;

(b) ensure that Authorized Users access the Services solely for authorized purposes;

(c) promptly revoke access for individuals who are no longer authorized.

Customer is responsible and liable for all acts and omissions of its Authorized Users and any use of the Services under Customer’s account.

4.5 Compliance with Applicable Laws

Customer shall use the Services in compliance with all applicable laws, regulations, and governmental requirements, including without limitation those relating to:

(a) data protection and privacy;
(b) export controls and sanctions;
(c) intellectual property; and
(d) cybersecurity and data security.

Customer is solely responsible for determining whether the Services meet Customer’s legal and regulatory obligations.

4.6 Responsibility for Customer Systems and Infrastructure

Customer is solely responsible for:

(a) the security, operation, and maintenance of its systems, applications, and infrastructure;

(b) securing any third-party storage systems used to store encrypted containers;

(c) ensuring proper integration of the Services into Customer systems;

(d) protecting Customer systems from unauthorized access.

Locktera shall not be responsible for vulnerabilities, breaches, or failures arising from Customer systems, infrastructure, or integrations not controlled by Locktera.

4.7 Responsibility for Customer Data and Authorization Decisions

Customer retains sole responsibility for:

(a) the accuracy, integrity, and legality of Customer Data;

(b) determining who may access Customer Data;

(c) granting, restricting, or revoking access to Customer Data;

(d) ensuring that Customer’s authorization policies reflect Customer’s intended access controls.

Locktera does not review, monitor, or control Customer authorization decisions.

4.8 Account Activity Responsibility

Customer is fully responsible for all activities conducted under its account, whether authorized or unauthorized, except to the extent caused by Locktera’s breach of this Agreement.

4.9 Identity and Access Responsibility

Customer is solely responsible for identifying, authenticating, and authorizing individuals or systems requesting access to Customer Data or encrypted Containers through Customer applications or integrations with the Services.

Customer is responsible for implementing and maintaining appropriate identity management and authentication mechanisms within Customer’s systems, applications, or infrastructure, including integrations with third-party identity providers such as OpenID Connect (OIDC), Identity and Access Management (IAM) systems, Single Sign-On (SSO) platforms, or similar authentication frameworks.

Locktera does not operate as an identity provider, user directory, or authentication service and does not independently verify the identity of end users requesting access to encrypted containers.

Customer acknowledges that Locktera relies on the identity context, recipient identifiers, and authorization parameters supplied by Customer systems when evaluating container access policies and enforcing cryptographic authorization controls.

Locktera shall have no liability for unauthorized access resulting from Customer identity management systems, authentication mechanisms, authorization policies, or incorrect identification of users requesting access.

5. FEES AND PAYMENT

5.1 Fees

Customer shall pay all fees, charges, and other amounts (“Fees”) specified in the applicable Order Form.

Except as expressly stated in this Agreement or the applicable Order Form, all Fees are:

(a) non-cancelable;
(b) non-refundable; and
(c) not subject to offset or deduction.

Fees are based on Services purchased, subscription scope, or usage, and are not contingent upon Customer’s actual usage unless expressly stated in the applicable Order Form.

5.2 Invoicing and Payment Terms

Unless otherwise specified in the applicable Order Form:

(a) Locktera shall invoice Customer for Fees in advance or in arrears, as applicable;

(b) Customer shall pay all undisputed invoices within thirty (30) days from the invoice date;

(c) payments shall be made in U.S. dollars by approved payment methods specified by Locktera;

(d) Customer shall maintain accurate and current billing and payment information.

Customer shall notify Locktera in writing of any good-faith dispute regarding an invoice within fifteen (15) days of the invoice date. Failure to provide timely notice constitutes Customer’s acceptance of the invoice.

Undisputed amounts remain payable and shall not be withheld due to disputes relating to other invoices or Services.

5.3 Late Payments

Any amounts not paid when due may, at Locktera’s option, accrue interest at the lesser of:

(a) one and one-half percent (1.5%) per month; or
(b) the maximum rate permitted by applicable law,

from the date due until paid.

Customer shall be responsible for all reasonable costs incurred by Locktera in collecting overdue amounts, including attorneys’ fees, court costs, and collection agency fees, to the extent permitted by law.

5.4 Suspension for Nonpayment

Locktera may suspend Customer’s access to the Services if Customer fails to pay undisputed Fees when due and fails to cure such nonpayment within ten (10) days after receiving written notice from Locktera.

Locktera shall have no liability for any damages, losses, or liabilities arising from suspension of Services due to Customer’s nonpayment.

Suspension does not relieve Customer of its obligation to pay Fees.

5.5 Taxes

Fees do not include any taxes, duties, or governmental assessments, including sales, use, value-added, or withholding taxes (“Taxes”).

Customer is responsible for all Taxes associated with its purchase or use of the Services, excluding taxes based on Locktera’s net income.

If Customer is required by law to withhold any taxes, Customer shall gross-up payments such that Locktera receives the full amount of Fees due.

5.6 Fee Changes

Locktera may modify Fees upon renewal of the Subscription Term or upon prior written notice to Customer, provided that any fee increase shall not take effect during the then-current Subscription Term unless expressly permitted in the applicable Order Form.

6. CUSTOMER DATA

6.1 Customer Ownership of Customer Data

As between the parties, Customer retains all right, title, and interest in and to Customer Data, including all intellectual property rights therein.

Locktera acquires no ownership rights in Customer Data.

Except as expressly provided in this Agreement, nothing herein shall be construed as granting Locktera any rights to Customer Data.

Customer is solely responsible for the accuracy, integrity, legality, and content of Customer Data and for obtaining all rights, permissions, and authorizations necessary for Locktera to process Customer Data in accordance with this Agreement.

6.2 Limited License to Process Customer Data

Customer hereby grants Locktera a limited, non-exclusive, non-transferable license to access, process, transmit, store, and use Customer Data solely to the extent necessary to:

(a) provide, operate, maintain, and support the Services;

(b) enforce cryptographic access controls, authorization policies, and security protections;

(c) detect, prevent, and respond to security incidents, fraud, or abuse;

(d) comply with applicable laws, regulations, or binding legal obligations; and

(e) generate system metadata necessary for operation, security, billing, and compliance.

Locktera shall not use Customer Data for any purpose other than those expressly permitted by this Agreement.

6.3 Cryptographic Protection and Access Model

Customer acknowledges that Customer Data may be encrypted into cryptographic containers and protected using encryption and authorization enforcement mechanisms.

Locktera does not access, decrypt, or otherwise make Customer Data available except:

(a) pursuant to valid authorization policies, authentication credentials, or API instructions defined by Customer;

(b) as necessary to provide the Services in accordance with this Agreement; or

(c) where required to comply with applicable law, legal process, or binding governmental order.

Locktera does not independently determine access permissions to Customer Data.

Customer retains sole responsibility for defining and managing authorization policies governing access to Customer Data.

6.4 Machine Learning and Artificial Intelligence Restrictions

Locktera shall not use Customer Data, including encrypted or decrypted Customer Data, to train, fine-tune, validate, test, or improve any machine learning models, artificial intelligence systems, or algorithmic models, except with Customer’s prior express written authorization.

Locktera shall not use Customer Data for model training, profiling, behavioral analysis, or any purpose unrelated to providing the Services, unless explicitly authorized by Customer in writing.

This restriction does not apply to:

(a) anonymized and aggregated system metadata that does not identify Customer or Customer Data; or

(b) operational telemetry necessary to maintain the security, performance, or reliability of the Services.

6.5 Security and Integrity of Customer Data

Locktera shall implement and maintain reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, disclosure, or alteration.

Customer acknowledges that no system can guarantee absolute security, and Locktera does not warrant that unauthorized access will never occur.

6.6 Service Metadata and Operational Data

Locktera may collect and use operational metadata generated by Customer’s use of the Services, including without limitation:

(a) system performance metrics;
(b) audit and access logs;
(c) usage metrics; and
(d) operational telemetry.

Such metadata shall not include the contents of encrypted Customer Data and may be used by Locktera to operate, maintain, secure, and improve the Services.

6.7 No Obligation to Monitor Customer Data

Locktera does not monitor, review, or control Customer Data and shall have no responsibility for the content, accuracy, legality, or integrity of Customer Data except as expressly required to provide the Services.

7. SECURITY

Security obligations relating to the Services, including encryption mechanisms, container-level access enforcement, authorization validation, credential management responsibilities, shared responsibility allocation, and Security Incident notification, are governed by the Locktera CORE API Terms of Service.

This Agreement governs commercial subscription terms only and does not alter the security architecture or security allocation of responsibilities described in the TOS unless expressly set forth in an applicable Order Form.

Security controls are described in the TOS. Any uptime commitments or service credits shall be governed solely by a separate written Service Level Agreement, if applicable.

8. DATA PROTECTION

8.1 Data Processing Addendum

To the extent Locktera processes Personal Data on behalf of Customer, the Locktera Data Processing Addendum (“DPA”) is hereby incorporated into and forms part of this Agreement by reference.

The DPA governs the parties’ respective obligations with respect to the processing of Personal Data and shall control in the event of any conflict with this Agreement regarding Personal Data processing.

8.2 Roles of the Parties

To the extent that Locktera processes Personal Data subject to applicable data protection laws, the parties acknowledge and agree that:

(a) Customer acts as the data controller (or equivalent legal role); and

(b) Locktera acts as a data processor (or equivalent legal role), processing Personal Data solely on behalf of and in accordance with Customer’s instructions and this Agreement.

Customer determines the purposes and means of processing Personal Data, including what Personal Data is submitted to the Services, how it is used, and who is authorized to access it.

Locktera processes Personal Data solely to provide the Services and does not determine the purposes or means of processing Personal Data.

Nothing in this Agreement shall be construed to grant Locktera ownership or control over Personal Data.

8.3 Processing on Customer Instructions

Locktera shall process Personal Data solely:

(a) in accordance with Customer’s documented instructions, including instructions provided through Customer’s use and configuration of the Services;

(b) as necessary to provide, operate, maintain, and support the Services; and

(c) as required to comply with applicable law, regulation, or binding governmental order.

Customer acknowledges that Customer’s configuration of authorization policies, API requests, and Service settings constitutes Customer’s instructions to Locktera.

8.4 Customer Responsibilities for Personal Data

Customer is solely responsible for:

(a) determining whether Customer Data includes Personal Data;

(b) ensuring that Customer has all necessary rights, consents, and legal bases required to provide Personal Data to Locktera for processing;

(c) complying with all applicable data protection and privacy laws;

(d) configuring the Services in a manner consistent with Customer’s legal obligations.

Customer represents and warrants that its instructions to Locktera regarding Personal Data comply with applicable law.

8.5 Security of Personal Data

Locktera shall implement and maintain reasonable administrative, technical, and physical safeguards designed to protect Personal Data against unauthorized access, disclosure, alteration, or destruction, as described in Section 7 (Security) and the DPA.

Such safeguards shall include encryption and access control mechanisms appropriate to the nature of the Services.

8.6 Subprocessors

Locktera may engage subprocessors to assist in providing the Services, provided that:

(a) Locktera remains responsible for the acts and omissions of its subprocessors to the same extent as Locktera under this Agreement; and

(b) such subprocessors are subject to data protection obligations consistent with this Agreement and the DPA.

8.7 International Data Transfers

To the extent Personal Data is transferred across national borders, Locktera shall implement appropriate safeguards as required by applicable data protection laws, including contractual protections incorporated in the DPA.

8.8 No Sale of Personal Data

Locktera does not sell Customer Personal Data and does not process Personal Data for advertising or profiling purposes unrelated to providing the Services.

9. CONFIDENTIALITY

Confidentiality obligations relating to the Services, including the definition of Confidential Information, protection standards, exclusions, compelled disclosure, duration of confidentiality, and remedies, are governed solely by Section 7 of the Locktera CORE API Terms of Service (the “TOS”), which is incorporated herein by reference.

This Agreement governs commercial subscription terms only and does not modify the confidentiality obligations set forth in the TOS unless expressly stated in an applicable Order Form.

10. TERM AND TERMINATION

Notwithstanding anything to the contrary in the Locktera CORE API Terms of Service (the “TOS”), the parties’ termination rights and obligations during any active Subscription Term shall be governed exclusively by this Section 10.

10.1 Term

This Agreement shall commence on the Effective Date and shall remain in effect for the duration of the Subscription Term specified in the applicable Order Form, unless earlier terminated in accordance with this Agreement.

Each Order Form shall have its own Subscription Term. Unless otherwise specified in the applicable Order Form, Subscription Terms shall automatically renew for successive renewal periods equal to the initial Subscription Term unless either party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current Subscription Term.

10.2 Termination for Cause

Either party may terminate this Agreement or any applicable Order Form upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice describing the breach in reasonable detail.

Locktera may terminate this Agreement or suspend access to the Services immediately upon written notice if:

(a) Customer fails to pay undisputed Fees when due and does not cure such failure within ten (10) days after written notice;

(b) Customer violates the license restrictions set forth in Section 3;

(c) Customer’s use of the Services violates applicable law or poses a security risk to the Services or other customers; or

(d) continued provision of the Services would violate applicable law or legal obligations.

10.3 Termination for Convenience

Unless otherwise specified in the applicable Order Form, either party may terminate this Agreement for convenience upon sixty (60) days’ prior written notice.

Termination for convenience shall not relieve Customer of its obligation to pay all Fees due for the remainder of the applicable Subscription Term, unless otherwise stated in the Order Form.

10.4 Effect of Termination

Upon expiration or termination of this Agreement or any applicable Order Form:

(a) all licenses granted to Customer under this Agreement shall immediately terminate;

(b) Customer’s right to access and use the Services shall immediately cease;

(c) Customer shall promptly cease all use of the Services, SDKs, and Documentation;

(d) Customer shall remain responsible for all Fees accrued prior to termination;

(e) Locktera shall have no obligation to continue providing the Services.

10.5 Customer Data Export and Retention

Following termination or expiration, Customer may export Customer Data using the Services’ standard export functionality for a period of thirty (30) days, unless otherwise specified in the applicable Order Form (“Data Export Period”).

After the Data Export Period, Locktera may delete or permanently render inaccessible Customer Data stored within Locktera-controlled systems, unless retention is required by applicable law.

Customer acknowledges that encrypted containers stored outside Locktera systems remain under Customer’s control.

Locktera shall have no obligation to retain Customer Data beyond the Data Export Period.

10.6 Suspension and Termination Does Not Affect Cryptographic Enforcement

Termination or expiration of this Agreement does not alter or weaken cryptographic protections applied to Customer Data.

Access to encrypted containers shall remain governed by authorization policies and cryptographic controls configured by Customer.

10.7 Survival

The following Sections shall survive expiration or termination of this Agreement:

• Fees and Payment obligations accrued prior to termination
• License Restrictions
• Confidentiality
• Customer Data provisions
• Limitation of Liability
• Indemnification
• Export Controls
• Survival provisions

Any other provisions that by their nature are intended to survive termination

11. WARRANTIES AND DISCLAIMERS

11.1 Mutual Authority Warranty

Each party represents and warrants that:

(a) it is duly organized and validly existing under applicable law;
(b) it has full power and authority to enter into and perform this Agreement; and
(c) this Agreement constitutes a valid and binding obligation enforceable against it in accordance with its terms.

11.2 Limited Service Warranty

Locktera warrants that during the Subscription Term:

(a) the Services will materially conform to the applicable Documentation; and
(b) Locktera will provide the Services in a professional and workmanlike manner consistent with industry standards.

Customer’s sole and exclusive remedy, and Locktera’s sole liability, for breach of this warranty shall be for Locktera to use commercially reasonable efforts to correct the nonconformity.

11.3 Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

LOCKTERA DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION:

(a) ANY IMPLIED WARRANTIES OF MERCHANTABILITY;
(b) FITNESS FOR A PARTICULAR PURPOSE;
(c) NON-INFRINGEMENT;
(d) TITLE;
(e) ACCURACY, COMPLETENESS, OR RELIABILITY OF RESULTS;
(f) THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS;
(g) THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.

11.4 No Guarantee of Uninterrupted or Error-Free Service

Customer acknowledges that:

(a) the Services may be subject to limitations, delays, and other issues inherent in the use of internet and cloud-based systems;

(b) Locktera does not guarantee uninterrupted availability or operation of the Services;

(c) temporary service interruptions may occur for maintenance, updates, security measures, or circumstances beyond Locktera’s reasonable control.

Locktera shall not be liable for delays, interruptions, or failures resulting from events beyond its reasonable control, including network failures, third-party service outages, force majeure events, or Customer system failures.

11.5 Security Disclaimer

While Locktera implements commercially reasonable security safeguards as described in this Agreement, Locktera does not warrant or guarantee that:

(a) unauthorized access will never occur;
(b) security incidents will never arise; or
(c) the Services are immune from compromise.

Customer acknowledges that no system can provide absolute security.

Locktera does not warrant that encryption mechanisms will prevent all unauthorized access under all circumstances.

11.6 No Legal or Compliance Warranty

Locktera does not warrant that the Services will ensure Customer’s compliance with any specific law, regulation, or industry standard.

Customer is solely responsible for determining whether the Services meet Customer’s legal or regulatory requirements.

11.7 Disclaimer of Third-Party Integrations and Infrastructure

The Services may interoperate with or be used in connection with Customer systems, third-party software, storage providers, cloud infrastructure, networks, or other third-party services not controlled by Locktera.

Locktera does not warrant, endorse, or assume responsibility for the security, availability, integrity, or performance of any Customer systems or third-party systems.

Locktera shall not be liable for any loss, damage, unauthorized access, or security incident arising from:

(a) Customer systems, applications, or infrastructure;

(b) third-party storage providers, cloud infrastructure, or networks;

(c) Customer integrations with third-party software or services; or

(d) failures, vulnerabilities, or misconfigurations of systems not controlled by Locktera.

Customer is solely responsible for securing its systems and any third-party systems used in connection with the Services.

12. LIMITATION OF LIABILITY

All limitations of liability, exclusions of damages, liability caps, aggregation rules, and applicable carve-outs relating to the Services are governed solely by Section 10 of the Locktera CORE API Terms of Service (the “TOS”), which is incorporated herein by reference.

This Agreement governs commercial subscription terms only and shall not expand, alter, or override the liability limitations set forth in the TOS unless expressly stated in an applicable Order Form.

13. INDEMNIFICATION

All indemnification obligations relating to the Services, including defense obligations, settlement control, intellectual property infringement claims, exclusions, procedures, and limitations, are governed solely by Section 9 of the Locktera CORE API Terms of Service (the “TOS”), which is incorporated herein by reference.

This Agreement governs commercial subscription terms only and does not modify or expand the indemnification obligations set forth in the TOS unless expressly stated in an applicable Order Form.

14. ACCEPTABLE USE POLICY

14.1 Compliance with Acceptable Use Policy

Customer shall comply with the Locktera Acceptable Use Policy (“AUP”), as may be updated from time to time and made available by Locktera.

The AUP is incorporated by reference into this Agreement and forms a binding part hereof.

Customer shall ensure that all Authorized Users comply with the AUP.

14.2 Prohibited Uses

Without limiting the generality of the AUP, Customer shall not, and shall not permit any third party to, use the Services to:

(a) violate any applicable law, regulation, or governmental order;

(b) store, transmit, or process content that is unlawful, infringing, fraudulent, or abusive;

(c) interfere with, disrupt, or attempt to gain unauthorized access to the Services or related systems;

(d) probe, scan, test, or exploit vulnerabilities in the Services without Locktera’s prior written authorization;

(e) attempt to bypass, disable, or circumvent cryptographic enforcement mechanisms, access controls, authorization systems, or security features;

(f) use the Services in a manner that materially degrades or interferes with the operation of the Services;

(g) conduct security attacks, including denial-of-service attacks, against Locktera infrastructure or other users;

(h) use the Services for competitive analysis, benchmarking, or development of competing products or services, except as expressly authorized;

(i) distribute malware or malicious code through the Services.

14.3 Monitoring and Enforcement

Locktera may investigate suspected violations of the AUP and may take appropriate action, including:

(a) suspension or restriction of access to the Services;

(b) removal of content where permitted by law;

(c) reporting unlawful activity to appropriate authorities;

(d) termination of this Agreement.

Locktera shall use reasonable discretion in exercising its rights under this Section.

14.4 Material Breach

Violation of the AUP constitutes a material breach of this Agreement.

Locktera may suspend or terminate Customer’s access to the Services immediately upon notice if Locktera reasonably determines that Customer has violated the AUP.

Suspension or termination under this Section shall not relieve Customer of its payment obligations.

14.5 Updates to the AUP

Locktera may update the AUP from time to time to reflect changes in law, technology, or operational requirements.

Material changes to the AUP shall become effective upon reasonable notice to Customer.

Continued use of the Services following such notice constitutes acceptance of the updated AUP.

15. ASSIGNMENT

15.1 Assignment by Locktera

Locktera may assign or transfer this Agreement, in whole or in part, without Customer’s consent:

(a) to an affiliate; or

(b) in connection with a merger, acquisition, corporate reorganization, sale of all or substantially all of its assets, change of control, or similar transaction.

This Agreement shall be binding upon and inure to the benefit of Locktera’s permitted successors and assigns.

15.2 Assignment by Customer

Customer shall not assign, transfer, delegate, or otherwise convey this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of Locktera, which shall not be unreasonably withheld.

Any attempted assignment in violation of this Section shall be null and void.

15.3 Permitted Internal Transfers

Notwithstanding the foregoing, Customer may assign this Agreement without Locktera’s consent to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of Customer’s assets, provided that:

(a) the assignee agrees in writing to be bound by this Agreement; and
(b) Customer provides prompt written notice to Locktera.

Customer shall remain liable for any obligations arising prior to assignment.

15.4 No Assignment of Access Rights or Credentials

Customer shall not assign, transfer, sell, sublicense, or otherwise transfer access credentials, API keys, or rights to access the Services to any third party except as expressly permitted under this Agreement.

16. GOVERNING LAW

16.1 Governing Law

This Agreement and any dispute, claim, or controversy arising out of or relating to this Agreement or the Services shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict-of-laws principles.

The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

16.2 Venue and Jurisdiction

Any legal action, suit, or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Dallas County, Texas.

Each party hereby irrevocably submits to the exclusive jurisdiction and venue of such courts and waives any objection based on improper venue or inconvenient forum.

16.3 Equitable Relief

Notwithstanding the foregoing, either party may seek injunctive relief, equitable relief, or other remedies in any court of competent jurisdiction to protect its intellectual property, Confidential Information, or security interests.

17. ENTIRE AGREEMENT

17.1 Entire Agreement

This Subscription Agreement, together with the Locktera CORE API Terms of Service (the “TOS”), any applicable Order Forms, OEM / Embedded Use Addenda, Data Processing Addendum (DPA), Acceptable Use Policy, Privacy Policy, Documentation, and any exhibits or addenda expressly incorporated herein (collectively, the “Agreement”), constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, proposals, negotiations, representations, or communications, whether written or oral.

17.2 Order of Precedence

In the event of any conflict, inconsistency, or ambiguity between this Subscription Agreement and the Locktera CORE API Terms of Service (the “TOS”), this Subscription Agreement shall control with respect to the Services purchased under the applicable Order Form.

Except as expressly provided herein, all other conflicts between documents comprising the Agreement shall be resolved in accordance with the Order of Precedence set forth in the TOS.

17.3 Amendments

Except as otherwise expressly permitted herein, this Subscription Agreement and the Locktera CORE API Terms of Service (the “TOS”), as incorporated herein, may be amended only by a written document signed by authorized representatives of both parties.

Notwithstanding the foregoing, Locktera may update the Acceptable Use Policy, Privacy Policy, and Documentation from time to time upon reasonable notice to Customer; provided that such updates shall not materially reduce the core functionality of the Services purchased under the applicable Order Form or materially diminish Customer’s rights during the Subscription Term.

17.4 Waiver

Failure by either party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision.

Any waiver must be in writing and signed by the waiving party.

17.5 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

The invalid provision shall be modified to the minimum extent necessary to make it enforceable while preserving its original intent.

17.6 Independent Contractors

The parties are independent contractors, and nothing in this Agreement shall create any partnership, joint venture, agency, or fiduciary relationship.

Neither party has authority to bind the other.

18. SIGNATURES

18.1 Authority to Execute

Each individual signing this Agreement represents and warrants that they have full legal authority to bind the respective party to this Agreement.

18.2 Electronic Signatures

This Agreement may be executed by electronic signature, including via DocuSign or similar electronic signature platforms, and such electronic signatures shall be deemed to have the same legal effect as original signatures.

18.3 Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties have executed this Locktera CORE API Subscription Agreement as of the Effective Date set forth in the applicable Order Form.