Products and Services Terms and Conditions

PRODUCTS AND SERVICES TERMS AND CONDITIONS

1.              Scope of Terms; Rules of Construction and Definitions. For all purposes of these Products and Services Terms and Conditions (“Terms”), except as otherwise provided herein or unless the context clearly requires otherwise: (a) all Section headings (captions) are for convenience of reference only and shall not affect the interpretation or construction of these Terms, and include all sub-sections contained within such Section (for example, a reference to “Section 6” includes Section 6(a), 6(b), etc.); (b) the word “including” (and its correlative terms) means inclusion without limitation; (c) where these Terms require or contemplate approval, acceptance, authorization, waiver, amendment, change or consent be given by a party, such actions shall be in writing and signed by an authorized signatory of such party, and shall not unreasonably be with withheld, conditioned or delayed; (d) references to “day(s)” means calendar day(s), unless specifically stated otherwise (e.g., “business day(s)”); and (e) because each Party has had reasonable opportunity to review these Terms with its own legal counsel, the rule of construction under which ambiguities are resolved against the drafting party shall not apply. When capitalized in these Terms, the following terms have the following meanings:

“Claim” means any claim, dispute, controversy, demand, allegation, suit, action or proceeding.

“Confidential Information” means all non-public information in whatever form that Receiving Party (defined hereafter) obtains from or through Disclosing Party (defined hereafter), regardless of whether marked as or stated to be confidential, that has or could have commercial value or other utility in Disclosing Party’s business, including proposals, plans, techniques, processes, configurations, schematics, methods, playbooks, specifications, know-how, show-how, designs and drawings. Confidential Information shall not include any information that Receiving Party can demonstrate (a) is already known to or otherwise in the possession of Receiving Party without an obligation of confidentiality at the time of receipt from Disclosing Party under these Terms; (b) is or becomes a part of the public domain through any means other than a breach by Receiving Party of its obligations under these Terms; (c) is rightfully obtained by Receiving Party on a non-confidential basis from any non-Related Party that is not, to Receiving Party’s actual knowledge, under an obligation of confidentiality to Disclosing Party; or (d) is developed independently by Receiving Party without any reference to or use of Disclosing Party’s Confidential Information. The Service Order, these Terms, the Products and Services are the Confidential Information of Ideal State.

“Force Majeure” means any condition or occurrence that is beyond the reasonable control of the Party experiencing such condition or occurrence, including severe weather conditions, labor stoppages; energy shortages; epidemics and pandemics; and acts or omissions of third party licensors, vendors and suppliers; but excluding financial hardship or inability of a party to pay any amount that is due.

“Governmental Authority” means the United States of America, any state, commonwealth, territory, or possession thereof, and any political subdivision or quasi-governmental authority of any of the same, including courts, tribunals, departments, panels, commissions, boards, bureaus and agencies, in each case having jurisdiction over the subject person or entity.

“IP Rights” means all forms of intellectual property and proprietary rights and protections throughout the world, whether currently existing or hereafter developed or acquired and whether now known or hereafter recognized, including all right, title and interest arising under United States or foreign Laws in and to all (a) patents, patent applications, provisionals and related filings and rights; (b) trade secrets, rights in know-how, rights in technical information, rights in databases, and equivalent rights; (c) copyrights, copyright registrations, design registrations and applications therefor, moral rights, other literary property or author rights, whether or not protected by copyright or as a mask work; and (d) proprietary indicia, trademarks, service marks, trade names, brand names, trade dress, logos, symbols, domain names, and all goodwill associated therewith.

“Laws” means all applicable laws, statutes, ordinances, codes, rules, regulations, orders, judgments, case law, decrees, standards, requirements or procedures enacted, adopted, applied, enforced or followed by any Governmental Authority.

“Liabilities” means any and all losses, damages, judgments, obligations, costs, assessments, deficiencies, expenses (including court costs and attorneys’ fees), physical damage to tangible personal property, bodily injury and death.

“Product(s)” means the documentation, materials, software and other tangible products to be provided by or through Ideal State as set forth in the Service Order. For purposes of clarity, Products do not include Services.

“Related Party” means any parent, owner, director, officer partner, affiliate, joint venture, authorized agent or representative, assignee, subsidiary, consultant, contractor, subcontractor or hired or leased employee or worker of the subject entity.

“Service Order” means the separate Service Order signed by Customer and Ideal State specifying the Products and Services being purchased by Customer and incorporate these Terms by specific reference.

“Services” means the (a) services to be provided by Ideal State in connection with licensing the Products; and (b) the additional add-on service packages available from Ideal State and specifically selected by Customer under the Service Order, if any (such as Discovery, Roadmap, Technology Selection, Change Management Plan, Implementation Monitoring, etc.). For purposes of clarity, Services do not include  Products or any development, maintenance, support or customization services.

“Taxes” means any taxes, assessments, license/permitting fees, duties, fees, charges, import costs and other similar costs levied, assessed or imposed by any Governmental Authority.

2.              Term. These Terms are coterminous with the Service Order.

3.              Early Termination. The Service Order and these Terms may be terminated by either party prior to their expiration if the other breaches any material provision of the Service Order or these Terms and fails to fully cure such breach within 30 days after receiving notice from the non-breaching party that reasonably details the breach claim so that the breaching party can understand the breach claim and attempt to provide a cure. Upon expiration or any earlier termination of the Service Order and these Terms, all rights and duties of the parties under the Service Order and these Terms shall cease, except that Sections 1, 6, 8, 9 and 14-19 of these Terms shall survive expiration or any termination hereof.

(a).             Pauses.  Customer may request a pause of Services up to two times per subscription year, only after the initial 3-month term, by providing 30 days' written notice to Ideal State. Each pause may last up to 4 months cumulatively across initiations. During a pause, Customer shall pay 25% of the applicable monthly fee. Ideal State will resume Services upon receipt of written notice from Customer, without extending the subscription term. Pauses do not relieve Customer of obligations under these Terms (e.g., confidentiality) and shall not affect performance metrics or SLAs. Ideal State reserves the right to terminate the subscription if pauses exceed the limits herein.

4.              License and Use of Products.

(a)            Product License. Ideal State hereby grants to Customer, and Customer hereby accepts, a non-exclusive, non-transferable, non-assignable license during the term specified in the Service Order to use the Products for their reasonably intended purpose for Customer’s own (and no other Related Party’s) internal business purposes only.

(b)            Limitations on Product Use. Customer shall not, directly or indirectly: (1) use any Ideal State Confidential Information to create any software, products or documentation that is similar to the Products; (2) encumber, transfer, rent, lease, or use or allow to be used any Product for the benefit or any person or entity other than Customer; (3) copy (except for reasonable backup, working and archival purposes), distribute, adapt, create derivative works of, translate or otherwise modify any Ideal State Confidential Information or Product; (4) reverse engineer (e.g., decompile, disassemble, reverse compile, reverse assemble, or reverse translate) any Product or use any means to discover the source code of or trade secrets in any Product; (5) otherwise circumvent any technological measure that controls access to any Product; or (6) facilitate any third party in engaging in any of the foregoing actions.

(c)             Import/Export Laws. The Products may be subject to import/export control Laws, including the import or regulations of other countries. Customer shall comply strictly with all such Laws and acknowledges that it has the responsibility to obtain any licenses to import, export, or re-export the Products as may be required. Customer will not export or re-export, directly or indirectly, any export-controlled technology or technical data, or any direct product thereof, or undertake any transaction in violation of, any such Laws.

(d).            Licensing Exclusions. For clarity, the Products and Services do not include any software licenses (e.g., Microsoft 365, Copilot, or Viva Suite). Customer is solely responsible for procuring and maintaining such licenses under separate agreements with Ideal State or Microsoft. Ideal State provides no warranties or indemnities regarding third-party licenses.

5.              Services. Services to be provided by Ideal State are set forth in the Service Order.  For AI Prerequisite Projects, Services are limited to multi-week initiatives (3-52 weeks) explicitly identified and vetted in the AI Roadmap. Such projects must be mutually approved in writing by Ideal State's AI Strategy Lead and Customer's designated stakeholder. Ideal State may, at its discretion, elect not to pursue or terminate a project if it deviates from the Roadmap, is technically infeasible, or not in Customer's best interests, with no liability beyond refund of prepaid fees for that project. Customer may similarly cancel such projects (or, as a last resort, the overall subscription) without penalty. Ideal State represents, warrants, and covenants to Customer that Ideal State shall, and Ideal State shall cause its Related Parties to perform the Services in a timely, competent, professional and workmanlike manner, using qualified personnel, consistent with commercially reasonable industry practices and in compliance with Laws.

(a).            Security and Compliance. Ideal State shall perform Services in compliance with applicable Microsoft CSP security requirements (e.g., as outlined in Partner Center guidelines effective October 1, 2025), including monitoring and reporting under M365 Modern Work Suite Administration. Customer shall provide necessary access for such compliance.

6.              Fees; Invoicing, Payment.

(a)            Fees; Invoices; Expenses. Customer will pay Ideal State for the Products and Services as set forth in the Service Order. Ideal State shall invoice Customer for Products and Services ordered upon Ideal State’s acceptance of the Service Order and at least 30 days prior to any applicable renewal term provided for in the Service Order.  For the initial 3-month term, fees are due upfront and prorated for any partial first calendar month (daily rate = monthly fee / 30 days) plus full fees for the subsequent two months. Renewals align to the 1st of each calendar month.

(b)            Taxes. Customer is responsible to pay all Taxes in connection with its purchase of Products and Services; provided however, that Ideal State shall be responsible for all Taxes based on Ideal State’s income or business operations generally (e.g., employee withholdings, unemployment, social security, workers’ compensation, etc.).

(c)             Payment Terms. Unless specified otherwise in the Service Order, Customer shall pay all properly invoiced amounts upon receipt, but in no event later than net 30 days after the date of such invoice. Subsequent monthly payments for subscriptions are due on the 1st of each calendar month. 

(d)            Invoice Disputes. Customer may dispute any portion of an invoice in good faith by notifying Ideal State in reasonable detail as to the basis for such dispute at any time prior to the due date of the invoice, and the parties shall use commercially reasonable efforts to promptly resolve such dispute. Nothing herein shall be construed as a basis for withholding payment of any portion of an invoice that is not disputed in good faith. Customer shall provide Ideal State with reasonable supporting documentation concerning any disputed invoices upon request by Ideal State. Customer shall pay Ideal State the disputed portions of an invoice within five business days following the resolution of such dispute, and, if the dispute is not resolved within 60 days from the date of invoice, the Customer shall pay the disputed amount in full and shall be entitled to seek any remedies available under Laws. Invoices not disputed within the time period required by this paragraph shall be deemed correct and accepted. Other than as specifically set forth in this paragraph, Customer has no right to withhold, deduct, credit, set-off or otherwise defer any amount due under the Service Order.

7.              Limited Representations and Warranties; Disclaimers and Limitations. EXCEPT FOR THE COVENANTS, REPRESENTATIONS, WARRANTIES AND INDEMNITIES EXPRESSLY SET FORTH IN THESE TERMS, THE PRODUCTS AND SERVICES ARE PROVIDED AS-IS AND WHERE IS, AND THE PARTIES HEREBY DISCLAIM AND WAIVE ANY AND ALL OTHER COVENANTS, REPRESENTATIONS, WARRANTIES AND INDEMNITIES, WHETHER EXPRESS OR IMPLIED, REGARDING THE PRODUCTS AND SERVICES, INCLUDING ANY COVENANTS, REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY, FITNESS OR SUITABILITY FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, OR ARISING FROM A COURSE OF DEALING, PERFORMANCE, USAGE, TRADE PRACTICE OR CUSTOM. IDEAL STATE DOES NOT WARRANT THAT THE PRODUCTS OR SERVICES WILL OPERATE UNINTERRUPTED, WILL BE FREE FROM DEFECTS OR ERRORS, OR HAVE BEEN DESIGNED TO MEET CUSTOMER’S SPECIFIC BUSINESS REQUIREMENTS. EXCEPT FOR A PARTY’S DEFENSE AND INDEMNIFICATION OBLIGATIONS UNDER THESE TERMS OR A BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER THESE TERMS, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY AMOUNTS REPRESENTING THEIR RESPECTIVE LOSS OF PROFITS, LOSS OF BUSINESS, REVENUES OR GOODWILL, LOSS OF INFORMATION OR DATA, OR CONSEQUENTIAL, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR INDIRECT DAMAGES OF ANY KIND, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, ARISING FROM THE PERFORMANCE OR NONPERFORMANCE OF THE SERVICE ORDER OR THESE TERMS OR ANY ACTS OR OMISSIONS ASSOCIATED THEREWITH, REGARDLESS OF WHETHER THE BASIS OF THE LIABILITY IS BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), STATUTES, OR ANY OTHER LEGAL THEORY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, IN NO EVENT WILL IDEAL STATE’S LIABILITY UNDER A SERVICE ORDER OR THESE TERMS EXCEED THE AMOUNT PAID TO IDEAL STATE UNDER THE SERVICE ORDER GIVING RISE TO SUCH CLAIM. THIS SECTION APPLIES NOTWITHSTANDING ANY CLAIM THAT IT DEPRIVES A PARTY OF AN ADEQUATE REMEDY OR CAUSES ANY REMEDY TO FAIL OF ITS ESSENTIAL PURPOSE.

8.              Confidential Information. In connection with performing under the Service Order and these Terms, each party may have to disclose (including its Related Parties, “Disclosing Party”) to the other party (including its Related Parties, “Receiving Party”) Confidential Information.

(a)            Ownership and Use. As between Disclosing Party and Receiving Party, Disclosing Party shall solely and exclusively own the Confidential Information that it discloses under these Terms. Receiving Party shall only use Confidential Information disclosed by Disclosing Party as is reasonably necessary in connection with performing its obligations under these Terms. Except as required by Laws, the parties shall not disclose the existence or terms of the Service Order without the other party’s prior consent. No party may issue any press release or public announcement or make any public disclosure (including promotional or marketing materials and regardless whether in the form of news releases, advertising or solicitation materials, or blog or social media postings) regarding the existence or terms and conditions of the Service Order without the prior consent of the other party.

(b)            Nondisclosure Obligations. Receiving Party shall hold and maintain all Confidential Information in the strictest confidence and in trust using the same safeguards that it uses to protect its own commercially confidential information of a similar character, which in all cases shall be no less than reasonable safeguards and accepted industry practices. Receiving Party shall not, without the prior consent of Disclosing Party, disclose or allow the disclosure of (including by a security breach) any Confidential information to any other person or entity or use any such Confidential information for its own benefit (except for performing its obligations under the Service Order and these Terms) or for the benefit of another.

(c)             Permitted Disclosures. Notwithstanding anything to the contrary in this Section, Receiving Party may disclose Confidential Information as permitted by, and subject to, this paragraph. If Receiving Party needs to disclose Confidential Information to a non-Related Party, then Receiving Party shall (i) provide Disclosing Party with a reasonably detailed description of the Confidential Information to be disclosed and the recipient to which it will be disclosed; (ii) obtain Disclosing Party’s prior written consent for such disclosure; (iii) limit such disclosure to those persons or entities that need to have access to the Confidential Information to perform under these Terms; (iv) inform such recipients of the confidential nature of the Confidential Information; and (v) obtain reasonable assurances from such recipients that they understand the confidential nature of the Confidential Information and will abide by the terms of this Section as if they were an original Recipient. The Receiving Party shall be responsible for any breach of this Section by its Related Parties or such additional recipients. In addition, Receiving Party shall be entitled to disclose Confidential Information as required pursuant to Laws, judicial action, or governmental regulations or other statutory, judicial or regulatory requirements, provided that Receiving Party has notified Disclosing Party prior to such disclosure and reasonably cooperates with Disclosing Party should Disclosing Party elect to legally contest and attempt to avoid or limit such disclosure. In any event, Receiving Party only shall disclose that portion of the Confidential Information that it is legally required to disclose in connection with such Laws, action, regulation or requirement, and shall request in writing and seek confidential treatment of such Confidential Information prior to disclosure.

(d)            Unauthorized Disclosure; Remedies. Receiving Party promptly shall notify Disclosing Party of any actual, potential or threatened unauthorized access to, use or disclosure of any Confidential Information in the possession or control of Receiving Party and immediately and at its own expense investigate and take reasonable steps to identify, prevent and mitigate the effects of any such unauthorized disclosure. Receiving Party promptly shall provide Disclosing Party with a reasonably detailed description of the incident, the Confidential Information accessed or disclosed, the identity of unauthorized recipient, and such other information as Disclosing Party reasonably may request concerning the unauthorized disclosure.

(e)            Remedies for Breach. Each Party acknowledges that the breach of this Section will likely result in irreparable injury to the other Party for which money damages alone may be an inadequate remedy and that, in addition to its other remedies, the non-breaching Party shall be entitled to seek equitable relief, including specific performance and an injunction to restrain any threatened or continued breach of these Terms in any court of competent jurisdiction. No bond or other security shall be required in obtaining any equitable relief.

(f)             Return of Confidential Information. Promptly upon the expiration or earlier termination of these Terms for any reason, or promptly upon Disclosing Party’s request made at any time, Receiving Party shall return all Confidential Information to Disclosing Party, or, at Disclosing Party’s request, certify that Receiving Party has destroyed all Confidential Information together with any copies thereof.

9.              Ownership and Use of Products. Notwithstanding any provision in these Terms or the Service Order to the contrary, the Products and Services are proprietary to Ideal State and shall be and remain Ideal State’s sole and exclusive property, subject only to Customer’s use rights under these Terms. Upon request from Customer, Ideal State will provide Customer with Product troubleshooting and Product playbook usage support on an as-available basis, at Ideal State’s sole discretion. Customer shall not remove, alter, or obscure any copyright, patent, trade secret, proprietary rights, or other legal notices or marks appearing in or on copies of the Products or Ideal State Confidential Information, and shall reproduce all such notices on any copies of such items made by or for Customer. Customer acknowledges that Ideal State shall be free to use (including disclose, display, reproduce, modify, publish, market, advertise, distribute, perform, import, and export) in its Products or Services, without obligation, liability, or compensation of any kind, any feedback or suggestions made by or on behalf of Customer or its Related Parties regarding the Products or Services or how to improve or alter such Products or Services. Customer shall not take action against any entity or person based on such use.

10.           Indemnification from Ideal State. Ideal State will indemnify Customer from and against all Liabilities that Customer is required to pay to a third party due to a final judgment against Customer under Laws or pursuant to a settlement agreement reached with Ideal State’s consent that directly results from such third party’s Claims based on Products or Services as provided by Ideal State (without modification by Customer, a Customer Related Party, or any other person or entity) infringing or misappropriating any third party’s IP Rights. Customer promptly shall notify Ideal State of any Claim for which it is may seek indemnification under this Section, provide reasonable details regarding such Claim, and routinely and promptly inform Ideal State regarding the status of and material events relating to the Claim. Ideal State may, at its option and in its sole discretion, elect to defend such Claim at its own cost, in which case Customer promptly shall tender defense thereof to Ideal State. The indemnity provisions of this Section shall not apply to the extent that any Liabilities are attributable to the acts or omissions of Customer or its Related Parties.

11.           Alternative Remedies for IP Rights Infringement Claims. In there is a third party Claim that the Products or Services as provided by Ideal State (without modification by Customer, a Customer Related Party, or any other person or entity) infringe or misappropriate a third party’s IP Rights, then Ideal State may, at its option and at its sole cost and expense, (a) procure for Customer the licenses and other rights necessary to continue to using, and exercising all other rights granted to Customer under these Terms regarding, the Products and Services; or (b) replace or modify the Products or Services to eliminate such Claim so long as there is no material adverse effect on the operation, performance, features or functionality of the Products or Services. If Ideal State cannot reasonably procure, replace, or modify such Products or Services in accordance with the immediately preceding sentence, the Ideal State shall have the right to terminate the Service Order and Ideal State shall refund (on a pro-rata basis based on the duration of usage) to Customer all fees and expenses paid in connection with such Products and/or Services that are attributable to the period after the date such Claim was filed of public record.

12.           Assignment. Neither party may assign any of its rights or delegate any of its obligations under the Service Order or these Terms, regardless of whether in whole or in part, directly or indirectly (including changes of control), or voluntarily or by operation of Laws, without the prior consent of the other party; except that either party may assign the Service and Terms in their entirety to any entity that controls, is controlled by, or under common control with such party as of the Effective Date of the Service Order, or to any entity resulting from a merger, acquisition, business reorganization or similar transaction with such party, without consent of the other Party.

13.           Relationship of the Parties. The relationship of the Parties is that of independent contractors, and not one of principal and agent, joint venture, or partnership. Neither Party shall have any authority to create or assume, in the name of or on behalf of the other Party, any obligation, express or implied, or to act or purport to act as the agent or the legally empowered representative of the other Party for any purpose whatsoever.

14.           Notices. Unless specifically provided otherwise in these Terms, all notices and other communications required or permitted by these Terms shall be in writing and delivered by any nationally reputable courier that tracks and provides proof of delivery (but not by facsimile, email or other electronic means). The party sending a notice shall have the burden to prove receipt or rejection. Notices rejected by a party shall be deemed delivered. Notices shall be sent to the contact person and address listed in the Service Order.

15.           Waivers. Failure, neglect, or delay by a party to enforce the provisions of these Terms or its rights or remedies at any time, will not be construed as a waiver of the party’s rights under these Terms and will not in any way affect the validity of the whole or any part of these Terms or prejudice the party’s right to take subsequent action. Exercise or enforcement by either party of any right or remedy under these Terms will not preclude the enforcement by the party of any other right or remedy under these Terms or to which the party is entitled by Laws to enforce.

16.           Severability. If any provision of these Terms are held by a Governmental Authority to be unenforceable, unreasonable or overbroad, then (a) the parties desire that such Governmental Authority enforce such provision to the maximum extent it is deemed to be reasonable and not overbroad; (b) the parties desire that such Governmental Authority modify such provision so that it is enforceable as nearly as possible to the intent of the original provision; (c) thereafter the parties shall cooperate in good faith to amend such provision so that it is enforceable and meets the intent of the original provision as nearly as possible; and (d) the remainder of these Terms shall be unaffected and shall continue in full force.

17.           Governing Law. These Terms shall be interpreted, construed, and governed by the Laws of the State of New Mexico, other than such Laws that would result in the application of the Laws of a jurisdiction other than the State of New Mexico. Any legal action brought under or in connection with the subject matter of these Terms shall be brought only in the state or federal courts residing in Santa Fe County, New Mexico. Each party (a) submits to the exclusive jurisdiction of these courts; (b) agrees not to commence any legal action under or in connection with the subject matter of these Terms in any other court or forum; (c) waives any objection to the laying of the venue in such courts; and (d) agrees not to plead or claim in such courts that any such action has been brought in an inconvenient forum. TO THE EXTENT NOT PROHIBITED BY LAWS, EACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO, AND SHALL NOT REQUEST, A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY ANY OF THEM AGAINST THE OTHER ON ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THESE TERMS. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Service Order or these Terms. If either party brings any type of enforcement action in connection with these Terms, then the prevailing party (that is, the party whose granted relief is closest to its requested relief) shall be entitled to recover its reasonable attorneys’ fees and other costs of enforcement.

18.           Force Majeure. A party whose performance is delayed or prevented by reason of Force Majeure promptly shall notify the other and shall be excused from performance to the extent delayed or prevented, in which case the time for such performance equitably shall be extended, provided that (a) the delay or failure cannot reasonably be circumvented by such party through the use of commercially reasonable alternate sources, workaround plans, or other means; and (b) the party whose performance is delayed or excused shall take reasonable steps to avoid or remove such causes of nonperformance as quickly as reasonably practicable and shall continue to perform whenever and to the extent reasonably practicable.

19.           Entire Agreement; Modifications. These Terms and the Service Order set forth the entire understanding of the parties and supersede all prior agreements, arrangements, and communications, whether oral or written, pertaining to the subject matter hereof. These Terms cannot be modified or amended except by written agreement signed by both parties. There are no intended third-party beneficiaries to the Service Order or Terms. These Terms may be supplemented by a Rider for specific subscription services (e.g., AI-Enabled Workforce Transformation), which shall automatically apply upon Service Order acceptance. Ideal State may update these Terms with 30 days' notice for compliance with Laws or Microsoft CSP requirements, effective upon continued use of Services.

17050859 – 09/19/2025