TERMS AND CONDITIONS

Last Updated: [April 19, 2026]

These Terms and Conditions (the “Terms”) govern all services provided by Hoodwink Consulting, LLC (“Hoodwink”) to any person or entity (“Client”) that executes a Statement of Work with Hoodwink. By signing any Statement of Work that references these Terms, Client agrees to be bound by these Terms.

1. DEFINITIONS

The capitalized terms used in these Terms have the meanings set forth below or elsewhere in this Agreement:

“Agreement” means, collectively, these Terms together with each Statement of Work executed between the parties.

“Client Data” means any data, information, credentials, or materials supplied by or on behalf of Client to Hoodwink, or accessed, created, or derived by Hoodwink in the course of performing the Services, including all findings, logs, screenshots, and evidence related thereto.

“Confidential Information” has the meaning set forth in Section 5.

“Deliverables” means the final reports, attestation letters, and other written work product specifically identified as deliverables in a Statement of Work.

“Effective Date” means, with respect to any Statement of Work, the date Client signs such Statement of Work.

“Fees” means the amounts payable by Client for the Services as set forth in the applicable Statement of Work.

“Hoodwink IP” has the meaning set forth in Section 4.1.

“Services” means the offensive security, penetration testing, adversarial simulation, and related consulting services to be provided by Hoodwink under a Statement of Work.

“Statement of Work” or “SOW” means a written statement of work, signed by both parties, that incorporates these Terms by reference.

2. SERVICES AND STATEMENTS OF WORK

2.1 Hoodwink will perform the Services in accordance with the applicable Statement of Work and these Terms, using personnel with appropriate skill and experience, consistent with generally accepted industry practices for offensive security and penetration testing services.

2.2 Each Statement of Work is a separate contractual engagement subject to these Terms. In the event of any conflict between these Terms and a Statement of Work, these Terms control except to the extent the Statement of Work expressly states that a specific provision of the Statement of Work supersedes a specific provision of these Terms.

2.3 Hoodwink retains sole discretion over the selection of tools, techniques, personnel, methodologies, and methods used to deliver the Services, consistent with the scope defined in the Statement of Work.

2.4 Hoodwink may decline, pause, or terminate any Service or activity that Hoodwink determines, in its reasonable discretion, (i) exceeds the defined scope; (ii) poses unacceptable legal, safety, ethical, or operational risk; (iii) is not authorized by Client or a required third party; or (iv) would violate applicable law.

3. FEES, INVOICING, AND PAYMENT

3.1 Fees. Client will pay the Fees set forth in each Statement of Work in accordance with the payment schedule therein. All Fees are non-refundable except as expressly stated in these Terms or the applicable Statement of Work.

3.2 Taxes. All Fees are exclusive of sales, use, excise, value-added, and similar taxes. Client is responsible for all such taxes, other than taxes based on Hoodwink’s net income.

3.3 Expenses. Unless the Statement of Work provides otherwise, Hoodwink’s reasonable travel, lodging, and other out-of-pocket expenses incurred in connection with the Services are reimbursable at cost; provided that any single expense or category of expenses in excess of $500 is subject to Client’s prior approval, not to be unreasonably withheld or delayed.

3.4 Late Payment. Undisputed invoices not paid when due will accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus Hoodwink’s reasonable costs of collection, including attorneys’ fees. Hoodwink may suspend performance, withhold Deliverables, or terminate any Statement of Work if payment is more than fifteen (15) days overdue.

3.5 Disputed Invoices. Client must notify Hoodwink in writing of any good-faith dispute of an invoice within ten (10) business days of receipt, specifying the disputed amount and the basis for the dispute. Undisputed portions of any invoice must be paid when due. Any amount not disputed in writing within such period is deemed accepted by Client.

3.6 No Set-Off. Client will pay all Fees without set-off, counterclaim, deduction, or withholding of any kind.

4. INTELLECTUAL PROPERTY

4.1 Hoodwink IP. As between the parties, Hoodwink owns and retains all right, title, and interest in and to (i) all tools, software, scripts, libraries, frameworks, methodologies, techniques, know-how, templates, and report formats used or developed by Hoodwink in connection with providing the Services, whether created before, during, or after the engagement; (ii) any general knowledge, skills, techniques, or experience gained during the engagement; and (iii) all improvements, enhancements, modifications, and derivatives of the foregoing (collectively, the “Hoodwink IP”). Nothing in this Agreement transfers or assigns any ownership of any Hoodwink IP to Client.

4.2 Deliverables License. Subject to Client’s payment in full of all Fees, Hoodwink grants Client a perpetual, non-exclusive, non-transferable, non-sublicensable, worldwide, royalty-free license to use, copy, and distribute the Deliverables solely for Client’s internal business purposes, including for internal training, remediation, regulatory, audit, insurance, and compliance activities. Client may share Deliverables with its auditors, regulators, insurers, and prospective or actual customers under written obligations of confidentiality no less protective than those in Section 5, but Client may not publish, sell, license, or otherwise commercially exploit the Deliverables or use them as a marketing tool or in any manner that could reasonably be expected to identify Hoodwink’s methodologies or trade secrets.

4.3 Residual Information. Nothing in this Agreement restricts Hoodwink’s right to use residual information—general ideas, concepts, know-how, skills, or techniques retained in the unaided memory of Hoodwink personnel—for any lawful purpose; provided that Hoodwink will not disclose Client’s Confidential Information in doing so.

4.4 Client Data. Client retains all right, title, and interest in and to Client Data. Client grants Hoodwink a limited, non-exclusive, worldwide license to access, use, copy, process, and analyze Client Data solely as necessary to perform the Services, deliver the Deliverables, and meet Hoodwink’s legal, regulatory, and internal record-retention obligations. Hoodwink may retain anonymized and aggregated data derived from the Services for its internal research, benchmarking, and product improvement purposes, provided such data does not identify Client.

4.5 Feedback. Any feedback, suggestions, or ideas Client provides to Hoodwink regarding the Services, Deliverables, or Hoodwink IP are provided without obligation or restriction, and Hoodwink may freely use, incorporate, and exploit such feedback without attribution or compensation.

5. CONFIDENTIALITY

5.1 Definition. “Confidential Information” means any non-public information disclosed by one party (the “Discloser”) to the other (the “Recipient”) that is marked or identified as confidential or that a reasonable person would understand to be confidential given the nature of the information or the circumstances of disclosure. Confidential Information includes, without limitation, technical specifications, security findings, vulnerability details, network diagrams, source code, business strategies, financial information, customer lists, personnel information, and the terms of any Statement of Work.

5.2 Obligations. The Recipient will (i) use Confidential Information only to perform its obligations and exercise its rights under this Agreement; (ii) protect Confidential Information using at least the same degree of care it uses for its own confidential information of similar sensitivity, and in no event less than reasonable care; and (iii) not disclose Confidential Information to any third party except to its employees, contractors, subcontractors, and professional advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth in this Section 5.

5.3 Exceptions. The obligations in Section 5.2 do not apply to information that the Recipient can demonstrate by competent written evidence (a) was rightfully known to the Recipient prior to disclosure, free of any obligation of confidentiality; (b) is or becomes publicly known through no fault of the Recipient; (c) is rightfully received from a third party not under an obligation of confidentiality to the Discloser; or (d) is independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information.

5.4 Compelled Disclosure. If the Recipient is legally compelled to disclose Confidential Information, the Recipient will, to the extent legally permissible, promptly notify the Discloser in writing and provide reasonable cooperation (at the Discloser’s expense) with any effort by the Discloser to obtain a protective order or similar relief.

5.5 Security Findings. Client acknowledges that vulnerability information and security findings, if disclosed prematurely or improperly, may cause significant harm to Client, Hoodwink, and third parties. Client will not disclose such information except as reasonably necessary for remediation, audit, insurance, or regulatory purposes, and will protect such information with heightened care.

5.6 Duration. The obligations in this Section 5 survive termination or expiration of this Agreement for five (5) years; provided that Confidential Information constituting a trade secret under applicable law will be protected for so long as it remains a trade secret.

6. CLIENT REPRESENTATIONS AND OBLIGATIONS

6.1 Authorization. Client represents and warrants that it has full legal authority to engage Hoodwink and to authorize all testing activities contemplated by each Statement of Work, including with respect to all systems, networks, applications, personnel, and facilities within scope. Specific written authorization for testing activities—including authorization under the Computer Fraud and Abuse Act (18 U.S.C. § 1030), the Electronic Communications Privacy Act, and similar state, federal, and international laws—is set forth in each Statement of Work.

6.2 Third-Party Consents. Client is responsible for obtaining, and represents and warrants that it has obtained, any and all consents, notices, and authorizations required from any third party whose systems, facilities, networks, or personnel are implicated by the Services, including without limitation cloud providers, hosting providers, internet service providers, software-as-a-service vendors, and landlords.

6.3 Cooperation. Client will provide reasonable cooperation, access, credentials, personnel, information, and workspace as reasonably required by Hoodwink to perform the Services. Delays caused by Client’s failure to cooperate may extend timelines and are not a breach by Hoodwink.

6.4 Backups and Risk Acknowledgment. Client is solely responsible for maintaining complete, current, and tested backups of all systems, data, and environments within the scope of any Services. Client expressly acknowledges that offensive security testing may result in system instability, service degradation, data modification or loss, triggering of detection and response controls, and other operational impacts, and assumes all risk thereof. Hoodwink is not responsible for restoring Client’s systems or data.

6.5 Legal Compliance. Client will not use Hoodwink’s Services or any Deliverables for any unlawful purpose or in violation of any applicable law or contractual obligation. Client represents and warrants that its engagement of Hoodwink does not violate any law or any obligation to any third party.

6.6 Point of Contact. Client will designate and maintain a technical point of contact reasonably available to Hoodwink during active testing.

7. WARRANTIES; DISCLAIMER

7.1 Mutual Warranties. Each party represents and warrants to the other that (i) it has full right, power, and authority to enter into and perform this Agreement; and (ii) its execution and performance of this Agreement does not and will not conflict with or breach any obligation to any third party.

7.2 Services Warranty. Hoodwink warrants that the Services will be performed in a professional and workmanlike manner, consistent with generally accepted industry practices for offensive security and penetration testing services. Client’s sole and exclusive remedy, and Hoodwink’s sole obligation, for breach of this warranty is, at Hoodwink’s option, re-performance of the nonconforming Services or refund of the Fees paid for the specific nonconforming Services; provided that Client notifies Hoodwink in writing of the claimed nonconformity with reasonable detail within thirty (30) days after delivery of the applicable Deliverable.

7.3 DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS SECTION 7, THE SERVICES AND DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” HOODWINK DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. HOODWINK DOES NOT WARRANT THAT THE SERVICES WILL IDENTIFY ALL VULNERABILITIES OR THREATS, THAT CLIENT’S SYSTEMS OR DATA WILL BE SECURE AFTER TESTING, THAT CLIENT WILL SATISFY ANY LEGAL OR REGULATORY OBLIGATIONS, OR THAT ANY RECOMMENDATIONS WILL PREVENT SECURITY INCIDENTS. CLIENT ACKNOWLEDGES THAT CYBERSECURITY IS A DYNAMIC FIELD AND POINT-IN-TIME ASSESSMENTS CANNOT AND DO NOT GUARANTEE ONGOING SECURITY.

8. LIMITATION OF LIABILITY

8.1 Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL HOODWINK, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST DATA, LOST GOODWILL, BUSINESS INTERRUPTION, COSTS OF SUBSTITUTE SERVICES, INCIDENT RESPONSE OR RECOVERY COSTS, OR REGULATORY FINES OR PENALTIES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF HOODWINK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 Cap on Liability. HOODWINK’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER PER CLAIM OR IN AGGREGATE AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY, WILL NOT EXCEED THE FEES ACTUALLY PAID BY CLIENT TO HOODWINK UNDER THE SPECIFIC STATEMENT OF WORK GIVING RISE TO THE CLAIM DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

8.3 Inherent Risks of Offensive Security. Client acknowledges and agrees that offensive security testing carries inherent risks, including without limitation: system instability, data loss or modification, service disruption, credential or token exposure, activation of detection and response controls, regulatory notification obligations, and unintended consequences to third-party systems, services, or users. Client expressly assumes all such risks. Hoodwink is not liable for any damages, costs, or expenses (including incident response, forensic investigation, remediation, or notification costs) arising from such risks, except to the extent directly and primarily caused by Hoodwink’s gross negligence or willful misconduct.

8.4 Essential Basis. The limitations and exclusions of liability in this Section 8 are a material and essential basis of the bargain between the parties, are reflected in the Fees, and apply even if any limited remedy fails of its essential purpose.

8.5 Exceptions. Nothing in this Section 8 limits Client’s obligation to pay Fees or Client’s indemnification obligations under Section 9, or either party’s liability arising from breach of Section 5 (Confidentiality), violation of the other party’s intellectual property rights, or any liability that cannot be limited or excluded under applicable law.

9. INDEMNIFICATION BY CLIENT

9.1 Indemnity. Client will defend, indemnify, and hold harmless Hoodwink, its affiliates, and their respective officers, directors, employees, consultants, subcontractors, and agents (collectively, the “Hoodwink Indemnitees”) from and against any and all third-party claims, demands, suits, actions, investigations, proceedings, losses, liabilities, judgments, settlements, damages, costs, and expenses (including reasonable attorneys’ fees and costs of defense) arising out of or related to: (i) Client’s breach of any representation, warranty, or obligation under this Agreement or any Statement of Work; (ii) Client’s failure to obtain any required consent, authorization, or notice for the Services, including from any third-party service provider or rights holder; (iii) any claim by a third party (including Client’s customers, employees, affiliates, vendors, service providers, or end users) arising from or relating to the Services, the Deliverables, or any testing activities contemplated by any Statement of Work; (iv) any Client Data, including any claim that Client Data infringes or misappropriates the rights of any third party or was unlawfully collected, used, or provided to Hoodwink; (v) Client’s use, modification, or distribution of the Deliverables; and (vi) Client’s violation of any applicable law.

9.2 Procedure. As a condition of Client’s obligations under this Section 9, Hoodwink will (i) promptly notify Client in writing of any claim subject to indemnification (provided that failure to give prompt notice will relieve Client of its obligations only to the extent Client is materially prejudiced); (ii) give Client sole control over the defense and settlement of the claim, provided that any settlement requiring any Hoodwink Indemnitee to admit fault, pay money not fully covered by the indemnity, or take or refrain from taking any action requires Hoodwink’s prior written consent; and (iii) provide reasonable cooperation at Client’s expense.

10. TERM AND TERMINATION

10.1 Term. These Terms are effective upon the Effective Date of the first Statement of Work between the parties and continue in effect for so long as any Statement of Work remains in effect, subject to earlier termination as provided herein.

10.2 Termination for Cause. Either party may terminate this Agreement or any individual Statement of Work for the other party’s material breach if the breaching party fails to cure such breach within fifteen (15) days after receiving written notice specifying the breach in reasonable detail.

10.3 Termination for Insolvency. Either party may terminate this Agreement immediately upon written notice if the other party (i) becomes insolvent; (ii) makes an assignment for the benefit of creditors; (iii) files, or has filed against it and not dismissed within sixty (60) days, a petition under bankruptcy or insolvency laws; or (iv) ceases to conduct business in the ordinary course.

10.4 Termination for Convenience by Client. Client may terminate any Statement of Work for convenience upon thirty (30) days’ prior written notice, provided that, as a condition to such termination, Client pays: (i) all Fees for Services performed through the effective date of termination; (ii) reimbursement for all non-cancellable expenses and commitments incurred by Hoodwink; and (iii) an early-termination fee equal to twenty-five percent (25%) of the remaining undelivered Fees under the terminated Statement of Work.

10.5 Termination by Hoodwink for Safety, Legal, or Scope Issues. Hoodwink may terminate any Statement of Work immediately upon written notice if Hoodwink reasonably determines that continued performance would (i) violate any law or regulation; (ii) expose Hoodwink or Client to material legal, safety, or ethical risk; (iii) exceed the authorized scope or require authorizations that Client has not obtained; or (iv) be rendered impracticable by Client’s failure to cooperate. In such event, Client will pay for all Services performed through the date of termination.

10.6 Effect of Termination. Upon any termination or expiration: (i) each party will return or destroy the other party’s Confidential Information, except as required to be retained by applicable law, professional standards, or Hoodwink’s record-retention policy; (ii) Client will pay all outstanding Fees for Services performed prior to termination and any applicable termination fees; and (iii) the provisions intended by their nature to survive termination—including Sections 3 (with respect to accrued amounts), 4, 5, 7.3, 8, 9, 11, 13, 15, 18, 19, and 20—will survive.

11. NON-SOLICITATION

During the term of this Agreement and for a period of twelve (12) months after the termination or expiration of the last Statement of Work, Client will not, directly or indirectly, solicit for employment or independent engagement, or employ or engage, any employee or contractor of Hoodwink with whom Client had material contact during the engagement, without Hoodwink’s prior written consent. General public advertisements not specifically targeted at Hoodwink personnel are not a violation of this Section. If Client breaches this Section 11, Client will pay Hoodwink, as liquidated damages and not as a penalty (the parties agreeing that actual damages would be difficult to calculate), an amount equal to one hundred percent (100%) of the solicited individual’s annualized base compensation at Hoodwink immediately prior to their departure.

12. INSURANCE

Hoodwink will maintain, at its own expense and during the term of this Agreement, commercial general liability, professional liability (errors and omissions), and cyber liability insurance in commercially reasonable amounts for the nature of the Services. Hoodwink will provide certificates of insurance upon Client’s reasonable written request.

13. INDEPENDENT CONTRACTOR

The parties are independent contractors. Nothing in this Agreement creates any employment, agency, partnership, joint venture, or franchise relationship between the parties. Neither party has the authority to bind the other or create any obligation on behalf of the other.

14. SUBCONTRACTORS

Hoodwink may engage subcontractors (including independent consultants and affiliated entities) to perform any portion of the Services, provided that Hoodwink remains responsible for the performance of such subcontractors and requires them to comply with confidentiality and other obligations at least as protective of Client as those set forth in this Agreement.

15. FORCE MAJEURE

Neither party is liable for any delay or failure in performance (other than a payment obligation) caused by circumstances beyond its reasonable control, including without limitation acts of God, natural disasters, war, terrorism, civil unrest, governmental action, labor disputes, power failures, internet or telecommunications failures, pandemics, epidemics, and acts or omissions of third parties. The affected party will promptly notify the other party and use commercially reasonable efforts to resume performance.

16. ASSIGNMENT

Client may not assign, delegate, or transfer this Agreement or any Statement of Work, in whole or in part, whether by operation of law, change of control, merger, or otherwise, without Hoodwink’s prior written consent. Hoodwink may assign this Agreement and any Statement of Work without consent to an affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets or business. Any attempted assignment in violation of this Section is void. Subject to the foregoing, this Agreement binds and inures to the benefit of the parties’ permitted successors and assigns.

17. NOTICES

All notices required or permitted under this Agreement must be in writing and delivered by: (i) personal delivery; (ii) nationally recognized overnight courier; or (iii) email to the addresses specified in the applicable Statement of Work or as subsequently designated by written notice. Notices are effective upon receipt (or, for email, upon successful transmission without bounce-back).

18. GOVERNING LAW AND JURISDICTION

This Agreement is governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in California for any action arising out of or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

19. DISPUTE RESOLUTION; LIMITATIONS

19.1 Informal Resolution. Before initiating any legal action (other than a claim for injunctive or equitable relief), the parties will attempt in good faith to resolve any dispute through negotiation between senior representatives for a period of at least thirty (30) days.

19.2 Limitation Period. Any claim or cause of action arising out of or related to this Agreement must be commenced within one (1) year after the claim accrues; claims not brought within that period are permanently barred.

19.3 Attorneys’ Fees. In any action to enforce or interpret this Agreement, the prevailing party is entitled to recover its reasonable attorneys’ fees, expert fees, and costs from the non-prevailing party.

19.4 Waiver of Jury Trial. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT.

19.5 No Class Actions. Each party waives any right to assert any claim against the other on a class, collective, or representative basis. Claims may be brought only in an individual capacity.

19.6 Equitable Relief. Notwithstanding anything to the contrary, either party may seek injunctive, specific performance, or other equitable relief in any court of competent jurisdiction to protect its intellectual property, Confidential Information, or other rights for which monetary damages would be inadequate, without the need to post bond.

20. MISCELLANEOUS

20.1 Entire Agreement. This Agreement, together with all Statements of Work, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior or contemporaneous communications, understandings, proposals, and agreements, whether oral or written. Any pre-printed terms on Client purchase orders, vendor portals, or similar documents are of no force or effect and do not modify this Agreement.

20.2 Amendments. No amendment, waiver, or modification of this Agreement is effective unless in writing and signed by an authorized representative of each party.

20.3 Waiver. No failure or delay by either party in exercising any right under this Agreement operates as a waiver, nor does any single or partial exercise of any right preclude any further exercise. A waiver is effective only if in writing and signed by the waiving party.

20.4 Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions continue in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it enforceable while preserving the parties’ original intent.

20.5 Counterparts; Electronic Signatures. This Agreement and any Statement of Work may be executed in counterparts and by electronic signature, each of which is an original and all of which together constitute one agreement.

20.6 Headings. Headings are for convenience of reference only and do not affect interpretation.

20.7 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties and does not confer any rights or remedies on any third party.

20.8 Export Compliance; Sanctions. Each party will comply with all applicable export control, import, and sanctions laws in performing this Agreement. Each party represents that it is not on any restricted party list maintained by the U.S. government or any equivalent list of any other jurisdiction.

20.9 Publicity and References. Hoodwink may identify Client as a customer and use Client’s name and logo on Hoodwink’s website, sales materials, and marketing collateral, subject to Client’s reasonable branding guidelines. Hoodwink will not disclose the substance of any findings or any Confidential Information in such publicity. Any other use of Client’s name or trademarks requires Client’s prior written consent.

20.10 Construction. Both parties have participated in the drafting of this Agreement, and the rule of construction that ambiguities are resolved against the drafting party does not apply. “Including” and “includes” mean “including without limitation” and “includes without limitation.” References to “days” mean calendar days unless otherwise specified.

20.11 Order of Precedence. In the event of any conflict among the documents comprising this Agreement, the order of precedence is: (i) a fully executed Statement of Work (only to the extent the Statement of Work expressly states that a specific provision supersedes a specific provision of these Terms); (ii) these Terms; and (iii) any other referenced or attached document.

These Terms may be updated from time to time. The version in effect on the Effective Date of a Statement of Work governs that Statement of Work unless the parties agree in writing to apply updated Terms.