FOR DIRECT CUSTOMERS OF DECISIVE’S SERVICES

BY ACCEPTING THIS AGREEMENT, EITHER BY (A) COMPLETING AND SUBMITTING TO DECISIVE GROUP. (“DECISIVE,” “US,” “OUR,” OR “WE”) AN ONLINE REGISTRATION FORM REFERENCING THIS AGREEMENT OR OTHERWISE INDICATING YOUR ACCEPTANCE OF AN ONLINE VERSION OF THIS AGREEMENT, (B) SIGNING AN ORDER FORM OR STATEMENT OF WORK THAT REFERENCES THIS AGREEMENT OR (C) REQUESTING A QUOTE FROM DECISIVE THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY (E.G., YOUR EMPLOYER, PRINCIPAL OR CLIENT), YOU REPRESENT THAT YOU ARE AUTHORIZED TO DO SO (AND, AS USED HEREIN, THE TERMS “CLIENT,” “YOU” AND “YOUR” REFER TO YOU AND, IF APPLICABLE, ANY SUCH ENTITY).

IF YOU ARE NOT SO AUTHORIZED, OR IF YOU DISAGREE WITH ANY OF THE TERMS OF THIS AGREEMENT, YOU MUST NOT USE THE SERVICES PROVIDED IN CONNECTION WITH THIS AGREEMENT.

1. Scope of Agreement

This Agreement governs Your direct purchase and use, and Decisive’s provisioning, of Decisive’s cloud services, which may include the right to access and use third party products and/or services as part of an embedded solution (i.e. a combination of Decisive services and third party products and/or services) (collectively the “Services”). If Your use of the Services includes the right to access and use third party products and/or services, You acknowledge and accept the terms and conditions of all applicable third party end user agreements, available here: [Click Here]. For clarity, the Services, inclusive of all third party products and/or services, is licensed and not sold.

2. Grant of Service and Restrictions

2.1 You may use the Services solely for Your legitimate, internal business purposes.

2.2 You agree that the Services will not be used in a manner that: (i) violates, or in a manner that facilitates the violation of, any applicable law, rule or regulation; (ii) violates, or facilitates the violation of, the rights of any third party, including, without limitation, the intellectual property or privacy rights of any third party; (iii) negatively affects Decisive or its systems or networks; (iv) negatively affects a third party’s use and enjoyment of the Services or any other services provided by Decisive; or (v) violates Decisive’s Acceptable Use Policy, which can be found at www.Decisive.ca/about/legal.

2.3 You also agree to fully cooperate with Decisive in connection with Decisive’s provisioning and Your use of the Services.

3. Client Responsibilities

3.1 Credentials. Log-in credentials and private keys generated by Decisive are for Your internal use only and You will not sell, transfer or sublicense them to any other entity or person, with the exception of authorized agents or subcontractors performing work on Your behalf. In no event will Decisive be liable for any unauthorized use or misuse of Your username(s) or password(s).

3.2 Client Controls. Decisive’s design of the Services assumes that certain controls will be implemented by You. In certain situations, the application of specific controls is necessary to achieve Decisive’s control objectives. Decisive may make control recommendations to You, as well as provide the means to implement these controls. Decisive may also provide You with best practice guidance regarding control elements for which Decisive is not responsible. To complement the Decisive controls, You are required to undertake the following additional controls and activities:

– You should implement sound and consistent internal controls regarding general IT system access and system usage appropriateness for all internal user organization components associated with the Services, including the correction and deletion or erasure of Client Content.

– You should practice removal of user accounts for any users who have been terminated, if such users were previously involved in any material functions or activities associated with the Services.

– Services transactions should be appropriately authorized, secure, timely and complete.

– Client Content should be protected by appropriate methods to ensure confidentiality, privacy, integrity, availability and non-repudiation.

– You should implement controls requiring additional approval procedures for critical transactions relating to the Services.

– You should report to Decisive in a timely manner any material changes to Your overall control environment that may adversely affect the Services.

– You are responsible for notifying Decisive in a timely manner of any changes to personnel directly involved with the Services, including without limitation, financial, technical or ancillary administrative functions directly associated with the Services.

– You are responsible for adhering to the terms and conditions stated within Your contracts with Decisive.

– You are responsible for developing, and if necessary, implementing a business continuity and disaster recovery plan that will aid in the continuation of the Services.

– You will immediately suspend access to Client Content if You become aware of any internal or external violation by any user of the Services.

– You are responsible for establishing appropriate document control classifications and labelling Client Content to meet Your specific needs.

– The above list of user organization control considerations, including those which include certain specified control objectives, do not represent a comprehensive set of all the controls that should be performed by You. Other controls may be required by Your organization.

3.3 NTP. Decisive leverages the Network Time Protocol (“NTP”) for centralized clock synchronization.  It is recommended that NTP be leveraged for all customer managed workloads in the cloud environment.  Additional information can be found at www.ntp.org.

4. Decisive Responsibilities

4.1 Data sovereignty is of utmost importance to Decisive. As of the last revised date of this Agreement, Decisive has cloud operations running in data centers in Ottawa, ON and Calgary, AB, Canada.

4.2 Decisive’s use and safeguarding of personally identifiable information is addressed in its Privacy Policy, available here – /legal/privacy-policy/.

4.3 Decisive will provide You with processes to register Your cloud environments using a Virtual Vault Request Form. Decisive will work with You when the time comes to deregister Your environments.

4.4 Decisive will provide You with procedures to help You manage secret authentication information in a manner that is consistent with Your overall authentication requirements.

4.5 Decisive’s modular cloud architecture facilitates flexible configuration and complete customization of public, private, and hybrid cloud environments. This architecture is built on five functional layers, each of which is optimized for enterprise cloud applications: Virtual storage, Virtual networking, Compute, Virtualization (virtual data center), and Security (virtual firewall). Decisive provides a secure cloud infrastructure environment that functions like a private cloud and reduces the risk of security breaches. You are responsible for properly configuring and using the Services and taking appropriate action to secure, protect, and backup and archive both Your accounts and Client Content in a manner that will provide appropriate security and protection; however, Decisive can enhance Your security posture by providing subscription-based services for firewalls, encryption, backup and security incident management upon request. In relation to these additional services, note the following:

a) Decisive encrypts Client Content in transit. At Your request, Decisive will discuss and work with You to implement additional cryptographic controls to help You achieve Your information security objectives regarding confidentiality, integrity, non-repudiation and authentication for Client Content at rest.

b) Decisive’s Backup Service for Client Content offers unlimited flexibility and scalability to manage increasing volumes of data. It allows You to choose only the features and functions that You need to create a secure cloud backup environment. Decisive will work with You to establish the scope and schedule of Your backups, to establish retention periods and required restoration efforts, and testing backup scenarios.

c) Decisive’s Security Incident and Event Management Service (SIEMaaS) provides protection against malware and includes regularly scheduled vulnerability management, security testing and auditing including the collection, maintenance and protection of evidence logs and audit trails. Decisive will provide You with information on how these processes are managed upon request.

4.6 Decisive provides identity and access management for the Decisive Portal; upon termination of this Agreement, all information contained in the Decisive Portal is protected.

4.7 Decisive maintains certifications for information security standards and guidelines, including but not limited to: SOC 2 Type II controls relevant to Security, Availability and Confidentiality; and, ISO 27001:2013 Information Technology – Security Techniques – Information Security Management Systems – Requirements controls relevant to Confidentiality, Availability and Integrity. To maintain these standards, Decisive has documented processes, policies and procedures, which support the required information security criteria and protect Client Content. Self-assessments, as well as independent third-party annual and semi-annual reviews of Decisive’s information security posture are conducted; these assessments are available upon request. Decisive also uses the services of sub-contractors who also maintain such certifications (i.e.: Tier 3 Data Center providers).

Security By Design: Decisive has implemented a secure development policy and procedures to support business requirements.

4.8 Decisive adheres to standard and policy guidelines, regulations and legislation relating to business operations, privacy and protecting personally identifiable information. These standards and guidelines include, but are not limited to: The Privacy Act, the Occupational Health and Safety Act, the Personal Information Protection and Electronic Documents Act and the Employment Standards Act.

4.9 Decisive cannot protect all Client Content from loss, destruction, falsification, unauthorized access and unauthorized release, Decisive cannot and does not have access to Client Content in the Decisive cloud. Decisive protects the infrastructure and ensures that infrastructure can accept Customer workloads.

4.10 In the unlikely event of an information security breach inside the tenant area, You will be contacted directly in accordance with Decisive’s Service Level Agreement (SLA). Decisive’s Incident Response Team has the necessary responsibility, authority and competence to manage an incident and maintain information security. Together with Your Incident Response Team, Decisive will work to identify and resolve all information security issues. If Your Services include Decisive’s Firewall as a Service (FWaaS) and/or Security Incident and Event Management as a Service (SIEMaaS), Decisive will also advise You of information security breaches which occur outside the tenant area.

4.11 Decisive will provide You with access controls that allow You to restrict access to Your cloud services, Your cloud services functions and the Client Content that You maintain using the Services.

5. Fees and Invoicing

5.1 Fees Payable. You agree to pay to Decisive the fees and other charges for the Services as set forth in the applicable Customer Quote, Order Form or Statement of Work (collectively, the “Fees”) for the duration of the applicable Term (as defined in Section 6 below). Fees for the Services shall be payable without counterclaim, set-off or demand and shall be prorated for any partial month. All Fees charged by Decisive for the Services are exclusive of all taxes and similar fees imposed on the transaction and/or on the delivery of the Services, all of which You agree to be responsible for and pay in full, except for taxes based on Decisive’s net income. Fees shall be invoiced in a timely manner following the month in which Decisive delivered the Services. All Fees, invoices and payments shall be in Canadian dollars, unless Decisive otherwise agrees in writing. Decisive reserves the right, in its sole discretion, to require that You pay to Decisive any non-recurring or one-time Fees prior to the delivery of the applicable Services, provided that in such event, Decisive will notify You of such requirement in advance and provide an invoice for all such amounts.

5.2 Payment Terms. Payment of all Fees owed is due net thirty (30) days from the date You receive Decisive’s invoice and undisputed Fees are subject to late charges thereafter, calculated at the rate of eighteen (18) percent per annum (1.5 percent per month) or the maximum rate permitted by law, whichever is lower.

5.3 Suspension of Services for Non-Payment. Decisive may suspend performance or provision of the Services or terminate this Agreement for late or non-payment of undisputed Fees thirty (30) business days after written notice has been delivered to You and You shall be liable for any legal or collection agency fees incurred by Decisive in connection any such undisputed unpaid Fees.

5.4 Additional Services and Increased Usage. Decisive shall provide You, upon request, with a schedule of any additional fees for additional services not covered in a Customer Quote, Order Form or Statement of Work. Decisive may price such additional services in its sole discretion but shall not commence performance of any additional services unless and until You have agreed to the fees for same in writing. Any Services upgrades or increased usage requested by You may result in additional fees or other charges. Decisive may reclassify service levels, or revise product or Services descriptions. If the parties fail to agree on a reclassification or modification of such Services, either party may terminate this Agreement in accordance with Section 6 below.

5.5 Payment of Accrued Fees on Termination. You agree that on termination, expiry or cancellation of this Agreement, You will pay all accrued Fees to the date of such termination, expiration or cancellation in accordance with this Agreement.

6. Term and Termination

6.1 Term. The term of this Agreement (“Term”) commences upon Your acceptance of the terms and conditions of this Agreement and continues for twelve (12) months in accordance with the terms and conditions set forth herein, unless We mutually agree otherwise in the applicable Customer Quote, Order Form or Statement of Work. The Term automatically renews for one-year renewal periods absent contrary written notice provided by either You or Us at least thirty (30) days in advance of expiration of the then-current term.

6.2 Fee Changes. You expressly acknowledge and agree that Decisive may modify its published prices upon not less than thirty (30) days written notice to You, prior to expiration of the Term.

6.3 Termination of Agreement for Cause. Termination for cause by either You or Us may occur upon: (a) unremedied material breach by the other party of any term or condition of this Agreement after fifteen (15) days written notice of same; (b) the other party’s failure to function as a going concern or operate in the ordinary course; (c) assignment by the other party for the benefit of creditors; or (d) voluntary or involuntary bankruptcy filing by or against the other party.

6.4 Termination, Suspension, Modification and Discontinuation of Services by Decisive. Decisive may, in its sole discretion, terminate, suspend, modify or discontinue the Services at any time and without notice for any actual, suspected or anticipated use of the Services that may negatively affect Decisive, its systems or networks, or any third party. Decisive shall not be liable for any termination, suspension, modification or discontinuation of the Services in accordance with this Section.

6.5 Cancellation Fee. Following the first year of the Term, You may terminate this Agreement prior to the end of the Term (including any renewal Term) upon payment of all accrued Fees to the date of termination plus a cancellation fee. The cancellation fee shall, at minimum, be equal to one hundred percent (100%) of the amount otherwise payable for ninety (90) days of the Services (the “90 Day Services Fee”). If the Services that form part of this Agreement include a resale of other third party hardware or services, then in addition to the 90 Day Services Fee, the cancellation fee shall include the full amount of the cost to Decisive of such third party hardware or services, through to the end of the Term. The cancellation fee (as applicable) shall also apply at Decisive’s election upon termination of this Agreement for Your unremedied material breach of the Agreement, which includes late or non-payment of undisputed Fees for Services. You agree to pay any applicable cancellation fee within thirty (30) days of any specified early termination event. You acknowledge and agree that the applicable cancellation fee, if any, is equitable compensation to Decisive and is intended to reasonably compensate Decisive for losses occasioned by Your failure to honour Your obligations pursuant to this Agreement and that the exact amount of damages is difficult or impractical to establish.

6.6 Effect of Termination, Expiration or Cancellation. Upon the termination, expiration or cancellation of this Agreement, You agree to cease all use of the Services and You shall immediately return or destroy all copies of Decisive Confidential Information disclosed to or obtained by You. You acknowledge and agree that Decisive shall only retain Client Content for a period of ten (10) days following the expiration or termination of this Agreement; immediately following such ten (10) day period, all Client Content shall be deleted from Decisive’s systems, with no liability to You. The respective rights and obligations of the parties to this Agreement shall survive the termination, expiration or cancellation of this Agreement, regardless of the reasons for such termination, expiration or cancellation, if they should by law or by their nature ordinarily be deemed to survive.

7. Ownership

7.1 The Services. OTHER THAN THE LIMITED RIGHT TO USE THE SERVICES IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, YOU DO NOT HAVE ANY PROPRIETARY OR OTHER RIGHTS IN AND TO THE SERVICES (INCLUDING, WITHOUT LIMITATION, PERFORMANCE DATA AND DECISIVE DATA) OR ANY DOCUMENTATION ASSOCIATED THEREWITH. ALL OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS IN AND TO THE SERVICES, ANY DOCUMENTATION ASSOCIATED THEREWITH AND ANY COPY OF THE SAME MADE BY YOU REMAINS WITH DECISIVE AND/OR ITS SERVICE PROVIDERS.

7.2 Client Content. You acknowledge and agree that Decisive does not exercise any control over any data, information or other content that You upload to Decisive’s systems or networks or otherwise transmit to Decisive or its systems or networks via Your use of the Services (“Client Content”), and that You are solely responsible for all Client Content. Furthermore, You acknowledge and agree that Decisive will have no liability or responsibility for any Client Content. You are responsible for all activities that occur under Your account, regardless of whether the activities are authorized by You or Your agents, or undertaken on Your behalf. Decisive and its affiliates are not responsible for unauthorized access to Your account.

7.3 Performance Data. Decisive shall exclusively own all right, title, and interest to data produced by Decisive’s systems and networks in the course of the delivery of the Services to You.

7.4 For the purposes of this Agreement, the term “Decisive Data” means all information, data and specifications provided by Decisive through the Services. Decisive Data is Decisive’s Confidential Information. Accordingly, You may not disclose Decisive Data to any third party without Decisive’s express, prior written consent in each instance, which Decisive is under no obligation to provide. In the event that Decisive consents to the disclosure of Decisive Data in accordance with the foregoing, You will provide Decisive with reasonable attribution for any disclosure or publication of the Decisive Data. Decisive will have no liability to any third party to which You disclose any Decisive Data (whether with Decisive’s consent or in violation of this Agreement). You may not sell, re-sell, distribute, transmit, display, disclose, divulge, reveal, report, publish or transfer the Service or the Decisive Data to any third party or reproduce or create derivative works based upon the Service or Decisive Data, or any portion thereof, without the express permission of Decisive.

8. Confidentiality

You shall not disclose Decisive Confidential Information, or any part thereof, to any third party. You shall only use Decisive Confidential Information to exercise Your rights and obligations under this Agreement. Furthermore, You agree to use the same degree of care to protect Decisive’s Confidential Information from accidental and/or unauthorized use and disclosure as You use to protect Your own confidential information, but in no event shall such degree of care be less than a reasonable degree of care. For the purposes of this Agreement, “Decisive Confidential Information” means (i) any and all documents and other materials that are marked as being confidential or proprietary, and (ii) any and all information that one would reasonably deem to be confidential given the nature of the information and the circumstances regarding its disclosure, including, but not limited to, trade secrets, object and source code, know-how, proposed products and services, research and development, business forecasts, finances and customer lists.

9. Privacy Policy and Security Contact

You hereby agree to the terms of, and expressly consent to the collection of and use of personal data in accordance with, Decisive’s Privacy Policy, which can be found at /legal/privacy-policy/. Contact Decisive immediately if You have any questions or concerns about a possible security or privacy breach, or any suspected abuse of Intellectual Property Rights – legal@decisivegroup.com.

10. Acceptable Use Policy

You agree that You shall at all times comply with the terms of Decisive’s Acceptable Use Policy, which can be found at /legal/acceptable-use-policy/.

11. DISCLAIMER OF WARRANTIES

11.1 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, DECISIVE DOES NOT MAKE ANY ADDITIONAL PROMISES, EITHER EXPRESS OR IMPLIED, REGARDING DECISIVE’S PERFORMANCE UNDER THIS AGREEMENT. THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND DECISIVE DOES NOT GUARANTEE THAT THE SERVICES WILL BE FREE OF ANY MATERIAL FAULTS, INTERRUPTION OR UNAVAILABILITY.

11.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, DECISIVE HEREBY DISCLAIMS ALL WARRANTIES, BOTH EXPRESSED AND IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

11.3 WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU ACKNOWLEDGE THAT THE INTERNET CONSISTS OF MULTIPLE INTERCONNECTED NETWORKS THAT ARE INDEPENDENTLY OWNED AND NOT SUBJECT TO DECISIVE’S CONTROL, AND THAT DECISIVE DOES NOT WARRANT THE SERVICES AGAINST FAILURE, MALFUNCTION, OR CESSATION OF INTERNET SERVICES OR CONNECTIVITY BY INTERNET SERVICE PROVIDERS OR ANY OF THE NETWORKS THAT MAKE UP THE INTERNET THAT MAY MAKE THE SERVICES TEMPORARILY OR PERMANENTLY UNAVAILABLE.

12. LIMITATION OF LIABILITY

The following limitations of liability apply collectively to Decisive, its contractors and third-party suppliers.

12.1 LIMITATION OF LIABILITY FOR SPECIFIC TYPES OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE THAT DECISIVE WILL NOT BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES OR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OR LOST PROFITS, BUSINESS, VALUE REVENUE, GOODWILL OR ANTICIPATED SAVINGS, REGARDLESS OF WHETHER SUCH LOSS OR DAMAGE ARISES FROM A BREACH OF CONTRACT OR DECISIVE’S OR ITS EMPLOYEES’ NEGLIGENCE.

12.2 GENERAL LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, DECISIVE’S TOTAL LIABILITY ARISING FROM THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CLAIMS ARISING FROM DECISIVE’S AND/OR ITS EMPLOYEES’ NEGLIGENCE SHALL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE SERVICES PROVIDED HEREUNDER DURING THE ONE (1) MONTH IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AT ISSUE AROSE.

12.3 AVAILABLE REMEDY. DECISIVE’S SOLE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY FOR DECISIVE’S FAILURE TO PROVIDE THE SERVICES (INCLUDING, BUT NOT LIMITED TO, FAULTS, DEFECTS OR PERIODS OF UNAVAILABILITY OF THE SERVICES, OR A FAILURE OF THE SERVICES TO CONFORM TO THE DESCRIPTIONS SET FORTH IN THIS AGREEMENT) SHALL BE LIMITED TO THE PROVISIONING OF CREDITS OR A REFUND OF FEES PAID (AS APPROPRIATE) IN ACCORDANCE WITH THE TERMS OF DECISIVE’S THEN CURRENT SERVICE LEVEL AGREEMENT. NOTWITHSTANDING THE FOREGOING, NO CREDIT OR REFUND OF FEES PAID SHALL APPLY IN CONNECTION WITH BACKUP SERVICES THAT ARE UNABLE TO BE PERFORMED BY DECISIVE DUE TO ENCRYPTION KEY INFORMATION THAT HAS BEEN LOST OR FORGOTTEN BY YOU.

12.4 MISCELLANEOUS. THE LIMITATIONS SET FORTH IN THIS SECTION APPLY TO ALL CAUSES OF ACTION IN THE AGGREGATE. YOU ACKNOWLEDGE AND AGREE THAT THIS SECTION REPRESENTS A REASONABLE ALLOCATION OF RISK AND THAT, IN THE ABSENCE OF THESE LIMITATIONS OF LIABILITY, THE TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.

13. Indemnification

You agree to hold harmless and indemnify Decisive and its affiliates, officers, agents, and employees from any third-party claim, suit or action (including, without limitation, governmental action, fines or penalties) arising from or related to the use of the Services provided hereunder and/or Your violation of this Agreement, including any liability or expense arising from claims, losses, damages, suits, judgments, administrative hearings, litigation costs and attorneys’ fees.

14. Export Compliance

You will comply with all applicable export control and economic sanctions laws and regulations in the performance of this Agreement and in the import, export, re-export, shipment, transfer, use, operation, maintenance, or repair of the Services and any related technical data and services.

15 Relationship of the Parties

The performance by Decisive of its duties and obligations under this Agreement and shall be that of an independent contractor, and nothing in this Agreement shall create or imply an agency relationship between the parties to this Agreement, nor will the Agreement be deemed to constitute a joint venture or partnership between the parties to this Agreement.

16. Governing Law

This Agreement shall be governed by the laws of the Province of Ontario without regard to its conflicts of law provisions. Neither the Uniform Computer Information Transaction Act (“UCITA”) nor the provisions of the United Nations Convention on the International Sale of Goods (CISG) shall apply to this Agreement. Any dispute arising under this Agreement shall be resolved exclusively by the courts located in Ottawa, Ontario, Canada and You hereby consent to the exclusive personal jurisdiction of, and venue in, such courts.

17. Severability

If any provision of this Agreement is determined by a court to be invalid, illegal, or unenforceable, such determination shall not impair or affect the validity, legality, or enforceability of the remaining provisions of the relevant agreement, and each provision, or portion thereto, is hereby declared to be separate, severable, and distinct and the parties to this Agreement shall use their best efforts to agree upon a substitute provision that comports as closely as possible with the intent and effect of the stricken provision, failing which the court shall construe the relevant agreement to as closely as possible achieve the intention of the parties to this Agreement had the stricken provision remained.

18. Amendments

This Agreement may only be modified by written agreement of the parties to this Agreement. Notwithstanding the foregoing, Decisive may revise the terms of this Agreement, Decisive’s Privacy Policy, Decisive’s Acceptable Use Policy and Decisive’s Service Level Agreement from time to time and at its sole discretion.

19. Assignment

You may not assign any of Your rights or obligations under this Agreement absent Decisive’s prior written consent. Any assignment of such rights or obligations in violation of this Agreement shall be null and void. Any valid assignment of Your rights and obligations under this Agreement shall not relieve You of any obligations or liabilities which arise prior to or on the date of such assignment.

20. Entire Agreement and Waiver

This Agreement is the complete and exclusive statement of the agreement between the parties to this Agreement with respect to the subject matter of this Agreement, and this Agreement supersedes any proposal or prior agreement, oral or written, and any other communications between the parties in relation to the subject matter of this Agreement.

21. Contact Information

You shall provide Decisive with Your contact information and shall ensure that such information is accurate and up-to-date at all times. For information on how to contact Decisive, please visit Decisive at Decisivegroup.com.