Vanta Terms & Conditions

Last update: 30^th March 2026

AmagisTech is a group of companies composed of:

• AmagisTech Limited with a registered office in Gzira (Malta), Level 4, 266, Triq Ix-Xatt and a branch in Italy (with an office in Via Brera 16, Milan 20121 and Vat no. 12664770968); and
• AmagisTech Italia Srl, with registered office in Via Brera 16 Milan 20121, Italy and the Vat no. 14438530967 and share capital 10,000.00 EURO;

hereinafter referred to, as applicable, as “AmagisTech”, “Amagis” or “Provider”. The counterparty of each agreement with a client is indicated in the relevant order form.

These general terms and conditions (also “T&C”) apply to any purchase orders placed by any client willing to purchase the services and product described below from the Provider. The Provider Offers are valid for a period of 15 calendar days starting from the date of the offer, unless otherwise agreed with, or indicated by, the Provider in the order form.

The party contracting with the Provider shall be referred in these T&C as the “Client”. The Provider and the Client are hereinafter each referred to as “Party” and collectively as “Parties”.

1. Scope

The Client with the execution of the Order Form accepts the integral application of these T&Ca and of VANTA’s Terms of Service located at https://www.vanta.com/EULA (“Vanta EULA”). In the event of any conflict and /or inconsistencies between the T&C and the Order Form , the latter shall prevail.

Your Attractive Heading

The Services provided are identified in the relevant Order Form and, unless otherwise expressly agreed by the Parties in the Order Form or in a separate document signed by both Parties, shall not cover in any way whatsoever any further activity, service, nor actions otherwise connected, directly or indirectly, to the business carried out by the Client.

2. Appointment of AmagisTech as Provider and limits of the engagement

The Provider offers, which are included in the Order Form, are valid for a period of 15 calendar days starting from the date of the offer, unless otherwise agreed with, or indicated by, the Provider.

By signing the Order Form, the Client (i) accepts any provisions of these T&C; (ii) appoints the Provider for provisioning of the Services starting from the date reported in the Order Form (“Effective Date”) and (iii) agrees to be subjected to either a background due diligence and to a technical due diligence, whenever allowed to assess a feasibility study related to the execution of the Services.

The Provider shall not do anything that may conflict, in its sole opinion, with any local or foreign laws or regulations and the execution of the Services is limited to the scope of the terms of the Provider’s permits, licences or codes of practice, if any, issued by the competent authorities. Furthermore, the Services may be immediately suspended if the Provider might be exposed to any risk of civil or criminal liability or prosecution in any part of the world.

3. Duration and Termination

The duration of the contractual relationship between the Provider and the Client is the one indicated in the Order Form. The duration of the relationship between Provider and its Client might not be equal to the term indicated in the Order Form, considering that the Service might require to be activated on a following date, after a technical assessment (also “Service Start Date”). Unless terminated earlier in accordance with these T&C or specific provisions reported in the Order Form, the Services shall commence on the Services Start Date and will continue for the Order Term (the period indicated in the Order Form starting from the Service Start Date), subject to earlier termination in accordance with these T&C. If the Order Form terminates before the end of the Order Term for reasons other than the Provider uncured material breach of the provisions herein contained, all unpaid fees (if any) during the Order Term will become due and payable on the effective date of the termination.

Without prejudice of clause 2, the Provider may suspend the supply of Products and the Services if: (a) the Client breaches their payments obligations, (b) if the Client breaches the law or these T&C or those contained in the Order Form, and (c) if a third party (including IT Vendor) suspends the supply of Products necessary to execute the Order Form (altogether referred as “Suspension”). The Client acknowledges and agrees that, in case the Provider enforces this clause, the Client is not entitled to any claim or damage arising in connection with the Suspension. If Amagis becomes aware that any of the Client’s data, assets, actions violates the Vanta EULA, Amagis will (as applicable) immediately suspend the Services or Client’s access, and/or remove the relevant Client’s data.

Notwithstanding anything to the contrary in these T&C:

• the Provider may terminate any existing Order Form with a written notice (i) in case ICT Vendor shall terminate in its discretion the contract with the Provider (“Principal Agreement”) which allows the execution of the Order Form. In such a case, the termination date of the Order Form shall be the date of the termination of the Principal Agreement; (ii) if the Provider and/or ICT Vendor reasonably determine that it is impracticable to continue providing the Services in light of applicable laws or if the Provider believes, in good faith, that Client or its End Users, if any, are reasonably likely to breach any clause of these T&C or Vanta EULA or cause ICT Vendor or the Provider to violate any law or regulation; (iii) the Client, including its directors, is charged with any criminal offence or it is the subject of any criminal, judicial or regulatory investigation in any jurisdiction; (iv) it gives to the Client a written notice of 30 calendar days; and
• each Party may terminate an Order Form if: (i) the other Party is in material breach of these T&C or any existing Order Form the applicable laws and fails to cure that breach within thirty (30) days after receipt of written notice, (ii) the other Party enters into an arrangement or composition with or for the benefit of its creditors, goes into administration, receivership or administrative receivership, is declared bankrupt or insolvent or is dissolved or (iii) if the other Party does not hold or loses an authorisation, licence, permit – necessary to the provision of the Services – granted by a private third party, if that be the case, or by a regulatory public authority.

Neither Party shall be entitled to compensation or damages of any kind from the other Party in respect of termination if any Order Form is terminated by such other Party in accordance with these T&C. Upon the termination date of an Order Form: (i) all rights and licences granted by one party to the other will immediately cease; (ii) each party will promptly return to the other party, or destroy and certify the destruction of, all of the other party’s Confidential Information, as defined below; (iii) subject to clause 4.5 all payments owed by the Client to AmagisTech become immediately due and the Client shall not be entitled to any refund of the Fees already paid. Termination of the Order Form shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Order Form which existed at or before the termination date.

Those provisions of these T&C which are said or intended to survive the termination of an Order Form shall survive termination, including clauses 5, 6, 7, 8, 10 and 13.

4. Obligations of the Client

The Client is aware that (i) the only obligation of the Provider is to provide the Services, (ii) the delivery date indicated in the Order Forms are indicative and not mandatory, considering that Provider shall receive the Products from a third party.

The Client shall be responsible for the items below:

1. The Client must comply with these T&C, Vanta EULA and the Other Related Terms, as defined below, including payment of the Fees to the Provider according to clause 4.
2. The Client acknowledges and agrees and it will permit the Provider to disclose its data [either personal or technical, also referred as “Client Data”) to ICT Vendor in accordance with the relevant regulations and these T&C (including applicable confidentiality, data processing and security terms). The Client also acknowledges and agrees that the Provider may disclose Client Data to ICT Vendor as reasonably required by it so that it can provide technical support to Provider for Client’s support issues regarding the Products.
3. Client expressly acknowledges and agrees that it will be subject to the ICT Vendor’s terms and policy requirements other than those set forth or referenced in these T&C, including policies, licence agreements, system-access terms and conditions, that may be imposed by ICT Vendor on Client in connection with accessing or otherwise using the Product (collectively, hereinafter referred to as “Other Related Terms”). These Other Related Terms might be brought to the attention of the Client during the provision of the Services.
4. Client expressly acknowledges and agrees that the Provider shall not be liable for any breach of these T&C or Other Related Terms, if any damages, costs, or expenses incurred are consequences of actions or omissions of ICT Vendor discretion.
5. The Client must maintain the confidentiality and security of its accounts and its End User Accounts and associated passwords. The Client agrees that ICT Vendor’s responsibilities do not extend to the internal management or administration of the Products for the Client or any End User.
6. The Client is responsible for providing the necessary notices, and obtaining and maintaining any consent, access, or authorisation required for allowing the Provider to access its IT assets (including the End Users) of the Client and its End Users to allow the Provider and ICT Vendor to perform their respective contractual obligations related to the Client. Any delay or direct and indirect consequences thereof in obtaining any consent, access or privilege not caused by the Provider shall be borne by the Client itself.
7. The Client shall, at its own expense, (i) before the Effective Date provide any and all documentation and information to carry out the checks required by the applicable regulations or these T&C, (ii) support and collaborate, if needed, to permit the Provider to carry out the technical due diligence, and (iii) supply to the Provider any and all information and assistance required to execute the Order Form.

End Users and Security Codes. If the Products and the Services provided allow the Client to allow its directors, employees, trainees, partners, contractors the use of more than an account (“End Users”), the Client shall be responsible for all End Users created in its name. Responsibilities include, without limitation, identifying and authenticating users, preventing unauthorised access, and maintaining the confidentiality of usernames, passwords, and account information (collectively “Security Codes”). The Client agrees to notify the Provider immediately of any unauthorised use of the Products or loss or theft of the Security Codes.

Fees. The Client agrees to pay the remuneration as is set out in the Order Form (the “Remuneration”). Unless expressly stated otherwise therein, the Remuneration set out in the relevant Order Form is net of VAT and net of all the administrative costs which may be sustained by the Provider in performing the Services, including, but not limited to, reasonable out-of-pocket disbursement or expenses as set out below, any fees due to the relevant authority, and which shall be borne exclusively by the Client (the “Additional Costs”). The Remuneration and the Additional Costs are the fees due to the Provider for the Services (the “Fees”).

Billing and Payment Terms. The Provider will invoice the Client for the Fees in accordance with the Order Form. All payments are due in the currency described in the invoice. Payments due by Client to the Provider shall be made by bank transfer within thirty (30) calendar days from the invoice, unless otherwise indicated by the Provider in the Order Form or Invoice. Overdue amounts shall bear a late payment charge, until paid, at the rate of 1.5% per month or the maximum amount permitted by law, whichever is less. The Client agrees to reimburse the Provider for all costs (including attorneys’ fees) incurred in collecting late payments.

Taxes. All payments are exclusive of taxes, duties, tariffs, levies, withholdings and similar assessments (including without limitation, sales taxes, use taxes and value added taxes), and the Client agrees to bear and be responsible for the payment of all such charges.

Italian SDI. It is agreed between the Parties that the invoices issued for relationship with Clients residing – or having its registered offices in Italy – might be managed electronically through the Italian branch of the Provider availing the “Sistema di Interscambio”. All the other Clients agree to accept to receive the invoices at an email address indicated to the Provider.

5. Confidentiality and Non-Disclosure Obligations

Confidential Information. Confidential Information means all information disclosed (whether in oral, written, or other tangible or intangible form) by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) concerning or related to the execution of an Order Form or the Disclosing Party that is marked as confidential or proprietary, or that the Receiving Party knows or reasonably should know is confidential information of the Disclosing Party given the facts and circumstances surrounding the disclosure of the information by the Disclosing Party. Confidential Information includes, but is not limited to, these T&C and any Order Form, proprietary and/or non-public technical, business, commercial, financial and/or legal information, such as, without limitation, any and all Services information generally shared with the Client and as specifically related to the Client, service information gained by the Client through use of the Services, business plans, product information, pricing, financial plans, know how, the Client Data, strategies, and other similar information. The terms of the Order Form shall be considered confidential. The definition of Disclosing Party contains any company or the same Group of such Party.

Obligations. Except as expressly authorised herein, the Receiving Party agrees to: (i) use the Confidential Information of the Disclosing Party only for the execution of any Order Form under these T&C; (ii) treat all Confidential Information of the Disclosing Party with at least the same degree of care used for the treat of its own Confidential Information; and (iii) disclose the Disclosing Party’s Confidential Information only to those employees, contractors, customers of the Receiving Party on a need to know basis (“Authorised Personnel”), provided that any Authorised Personnel is subject to confidentiality obligations at least as restrictive as those herein, and the Receiving Party shall remain liable for any non-compliance of such Authorised Personnel for breach of this Clause.

Exceptions. Confidential Information will not include information such as the following: (i) it is in or enters the public domain without breach of these T&C through no fault of the Receiving Party; (ii) the Receiving Party can reasonably demonstrate was in its possession prior to first receiving it from the Disclosing Party; (iii) the Receiving Party can demonstrate was developed by the Receiving Party independently, and without use of or reference to, the Confidential Information; or (iv) the Receiving Party receives from a third party without restriction on disclosure and without breach of such third party’s nondisclosure obligation. In addition, the Receiving Party may disclose Confidential Information that is required to disclose by law, or by a subpoena or order issued by a court of competent jurisdiction (each, an “Court Order”), and where such Court Order is received the Receiving Party shall: (a) give the Disclosing Party written notice of the Court Order within twenty four (24) hours after receiving it; and (b) cooperate fully with the Disclosing Party before disclosure to provide the Disclosing Party with the opportunity to interpose any objections it may have to disclosure of the information required by the Court Order and seek a protective order or other appropriate relief. In the event of any dispute between the Parties as to whether specific information is within one or more of the exceptions set forth in this Clause 8.2, Receiving Party will bear the burden of proof, by clear and convincing evidence, that such information is within the claimed exception(s).

6. Intellectual property

Scope of the clause. Nothing in these T&C will function to transfer any of either party’s Intellectual Property to the other party, and each party or the ICT Vendor (as applicable) will retain exclusive interest in and ownership of its Intellectual Property developed before an Order Form or developed outside their scope. However, for the avoidance of any doubt, (i) the Client Data shall remain the property of the Client and (ii) the Intellectual Property used by the Provider for the Services and the execution of any Order Form under these T&C shall remain the property of the Provider or its licensors, and (iii) Provider or Provider’s licensors’ Intellectual Property are not in any case to be considered as transferred or assigned to the Client, neither during an Order Form nor after its termination.

7. Representations and Warranties

Each Party represents and warrants the following:

• The Provider, the ICT Vendor and the Client are independent contractors with respect to the resale of the Product and they each act only on their own name and on their own behalf;
• it is validly existing and in good standing under the laws of the place of its establishment or incorporation;
• it has full corporate power and authority to execute, deliver and perform its obligations under the Order Form and these T&C;
• the person signing the Order Form on its behalf has been duly authorised and empowered to act to do so;
• any Order Form is valid, binding and enforceable against it in accordance with these T&C;
• it will perform its obligations under these T&C in accordance with applicable laws or regulations;
• no other or implied conditions, representations, warranties, or other terms apply to any Products, Services or to any other goods or services supplied by ICT Vendor or the Provider unless expressly stated in these T&C or any related Order Form or the Other Related Terms;
• the Provider does not warrant that operations for the resale of the Product or the performance of Services will be error-free or uninterrupted.

Use Restrictions. Client will not, and will not allow any third parties to, directly or indirectly: (a) “frame,” distribute, resell, or permit access to the Products by or to any third party other than as permitted under this T&Cs or by the Provider; (b) use the Services in violation of applicable laws; (c) interfere with, disrupt, or gain unauthorized access to the Products; (d) successfully or otherwise, attempt to: decompile, disassemble, reverse engineer, discover the underlying source code or structure of, or copy the Products; (e) provide any information, through the Services or otherwise, that is unlawful, defamatory, harassing, discriminatory, or infringing of third party intellectual property rights; (f) transfer to the Services, or otherwise use with the Services, any code, exploit, or undisclosed feature that is designed to delete, disable, deactivate, interfere with or otherwise harm or provide unauthorized access to the Services; (g) use any robot, spider, data scraping, or extraction tool or similar mechanism with respect to the Services; (h) provide any access to the Products to any individual associated with or related to a Vanta Competitor (defined below); (i) extract information from the Services in any manner that furthers competing with Vanta; (j) encumber, sublicense, transfer, rent, lease, time-share or use the Vanta Services in any service bureau arrangement or otherwise for the benefit of any third party; (k) copy, distribute, manufacture, adapt, create derivative works of, translate, localize, port or otherwise modify any aspect of the Services; (l) introduce into the Products any software containing a virus, worm, “back door,” Trojan horse or similarly harmful code or (m) permit any third party to engage in any of the foregoing proscribed acts. A “Vanta Competitor” is any entity that provides the same or similar goods and services to those provided by Vanta, as would be determined by a commercially reasonable individual. The Client will promptly notify the Provider of any violations of the above prohibited uses by an End Users or a third party, including any unauthorized use of the Services or any unauthorized third party.

Except for the representations and warranties set forth in these T&C, the Provider disclaims and excludes any other representation and warranties (in any form, even if implied or allegedly arising from the legal systems) with respect to the Products and the Services.

The representations and warranties herein contained are made by the Provider as independent contractor and not on behalf of ICT Vendor.

8. Liability and Indemnity

Indemnity. The Client, at its sole expense, will indemnify the Provider and its directors, officers, employees and agents or other authorised representatives (“Client Indemnitees”) from and against all third-party claims, suits, actions, or proceedings (each a “Claim”), and be liable for any related damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses (including, but not limited to, reasonable attorneys’ fees, costs, penalties, interest and disbursements) arising out of or related to: (a) the client assets (meaning any property belonging to the Client, including but not limited to monies, infrastructures, and investments), the Client Data, or any third-party software used by the Client or its End Users; (b) willful misconduct, negligent act or omission by the Client; (c) breach of the Client warranties set out in these T&C; (d) any use of the Products by the Client and the End Users in violation of these T&C or the Order Form; (e) any use of Products by the Client in breach of law; (f) any dispute between Client and any third-party.

Liabilities. The Client acknowledges and agrees that the Provider will not incur in any liability for: (a) discontinue the sale of the Products or relevant Services; or (b) any change of the features of the Products.

Damages arising from the Services. Without prejudice of this Clause, the Client assumes all risk as to the implementation, the results and performance of the Products and the Services. The Provider will not be responsible or liable for any failure in the Services resulting from or attributable to the foregoing – including but not limited – (a) the Clients’ systems, (b) unusually high usage volumes, (c) network, telecommunications, or other service or equipment failures outside of the Provider’s facilities or control, (d) the Clients’ or any third party’s products, services, negligence, acts or omissions, (e) scheduled maintenance, or (f) unauthorized access, breach of firewalls or other hacking by third parties.

Liability Cap. Without prejudice to the previous clause, in any case whatsoever, the total aggregate liability of Provider for the Services shall be limited to the net costs for the specific Services provided.

Disclaimers. EXCEPT AS SPECIFICALLY PROVIDED HEREIN, THE SERVICES AND PRODUCTS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. THE PROVIDER DOES NOT WARRANT THAT THE PRODUCTS AND THE SERVICES WILL MEET THE CLIENTS’ REQUIREMENTS, RESULT IN ANY OUTCOME OR BE UNINTERRUPTED OR ERROR-FREE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PROVIDER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE SUBJECT MATTER OF THIS T&C, INCLUDING WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, INTEGRATION, ACCURACY, OR FITNESS FOR ANY PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

9. Amendments and Waivers

Unilateral amendments. These T&C shall remain into force until the date in which such other terms of business as amended by the Provider at its own sole discretion from time to time are published on the website of AmagisTech (the “Amended T&C”). Where the Amended T&C are published during the course of the provision of the Services, AmagisTech shall use its reasonable efforts to draw all such amendments to the Client’s attention as soon as practicable. Nonetheless, publication on the website of AmagisTech at www.amagistech.com of the Amended T&C shall be deemed to constitute sufficient notice to the Client for of the amendment and reissuance made on the Amended T&C and, therefore, the Client shall be bound by the Amended T&C starting from the day after their publication on the website of AmagisTech or notification via email.

Waivers. Unless expressly stated otherwise, all rights and remedies hereunder are cumulative and are not exclusive of any other rights or remedies provided hereunder or by law. The waiver of one breach or default or any delay in exercising any rights will not constitute a waiver of any subsequent breach or default.

10. Data Protection

Data processing. Acting as autonomous data controller, each Party shall be responsible to comply with the relevant rules applicable in terms of General Data Protection Regulation (GDPR) bearing any damages or liabilities that shall arise from the breach of the GDPR and indemnify the other Party from any damages, costs or expenses suffered as a result of a breach of this clause. The Client must have data protection policies and practices in place at the time of the placement of the Order Form, and must maintain them, at a minimum, in compliance with all applicable GDPR and agrees that its activities under these T&C, including without limitation, any collection or processing of special categories of data (including data related to crimes and criminal offences) will be at all times be conducted in accordance with applicable GDPR. The Client must have obtained all necessary consents to provide any personal data it may provide to AmagisTech for the purposes outlined in, and contemplated by, this T&C.

Relationship Client-Provider. In the case of Controller-Processor relationship between the Client and the Provider, with reference to the processing of Client Data, the Client, acting as controller, will appoint the Provider as Data Processor. For the purposes of the GDPR, the Client agrees that the Provider is a data processor (and Vanta a subprocessor, as applicable) and not the data controller of any personal data related to any Client’s use of the Services. The Client shall complete and follow the instruction for signing the Vanta Data Processing Addendum at https://vanta.axdraft.com and enter into any further DPA required by the Provider which will be considered as incorporated into this T&C.

11. Notices and Communications

Notices. All notices and communications (“Notice”) relating to an Order Form shall be considered valid only if carried out in pursuant to this clause. All notices shall be written in English, unless for the Clients that have their registered office in Italy, San Marino or the Vatican which can use Italian for any communication.

Ways to notify. A notice given to a party under or in connection with any Order Form shall be in writing and shall be delivered (i) by registered letter to the registered address of the recipient Party or (ii) notified by a Party to the email address indicated below:

• For PROVIDER: legals@amagistech.com
• For CLIENT: any email address indicated by the Client and/or any official registered email address

Delivery. A notice sent according to this Clause is either deemed to have been received at the time indicated on the return receipt or it shall be deemed to have been received on the first business day after the date on which the email is sent.

12. Governing Law and Jurisdiction

Governing Law. These T&C and any dispute or claim arising out of or relating to these T&C or any related Order Form shall be governed and construed in accordance with the laws and regulations of Malta with express exclusion of the conflict of laws principles.

Venue. Any dispute, controversy or claim arising out of or relating to these T&C or related Order Form, or the breach, termination or invalidity thereof, shall be settled by the Courts of Malta.

13. Miscellaneous

Non circumvention. Both Parties hereby undertake not to, either directly or indirectly, circumvent these T&C by the use of any form of structure or the interposition of another person, legal or natural, in any transaction. In the event that a Party circumvents these T&C and is in breach of any of the provisions of these T&C, whether directly or indirectly, such Party shall be liable for all expenses, costs and disbursements, including but not limited to, all legal costs and expenses, suffered by the non-breaching Party, including those costs and expenses incurred to enforce such provision.

Outsourcing. The Provider may outsource entirely or partially the Services to third parties.

Force Majeure. With the express exclusion of the Client’s obligation of paying the Fees for the Products or Services, neither Party will be liable for failure or delay in its performance of an Order Form to the extent caused by circumstances beyond its reasonable control.

Assignment. Neither the Order Form, nor any right or duty under these T&C may be transferred, assigned or delegated by a Party, by operation of law or otherwise, without the prior written consent of the other Party. Any attempted transfer, assignment or delegation without such consent will be void and without effect. This section shall not apply to a successor of a all of a Party business or assets, whether by merger, sale of assets, sale of stock, sale of control, reorganisation or otherwise, with written notice to the other Party, provided that such successor in interest agrees in writing to assume all of the assigning Party’s obligations under these T&C and Order Form. Subject to the foregoing, any existing Order Form will be binding upon and will insure to the benefit of the Parties and their respective representatives, heirs, administrators, successors and permitted assigns.

Severability. Any part or provision of these T&C which is entirely or partially prohibited or which is held to be void or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. If the invalidity of any part or provision – either entire or partial – of these T&C shall deprive any party of the economic benefit intended to be conferred by these T&C, the parties shall negotiate, in good-faith, to develop a structure the economic effect of which is as close as possible to the economic effect of these T&C without regard to such invalidity.

Rights of Third Parties. Except as expressly stated otherwise, nothing in these T&C or in the Order Forms shall create or confer any rights or other benefits in favour of any person other than the parties to these T&C or any Order Form.

Publicity, Marketing. The Client agrees that the Provider may reference and use Client’s name and trademarks in the Provider marketing and promotional materials, including, but not limited to its website, solely for purposes of identifying the Client as a client of the Provider. Otherwise, and except as expressly permitted under these T&C, neither Party may use the trade names, trademarks, service marks, or logos of the other Party without the express written consent of the other Party. The Provider expressly retains all other rights not expressly waived to under these T&C, including, without limitations, the right to market and sell its Services.

Non-solicitation. In order to protect the legitimate business interests of the Provider, the Client shall expressly refrain from directly or indirectly attempting to employ or engage or solicit or entice away, or employing or engaging or soliciting or entice away, from the employment or service of the AmagisTech the services of any employee of Amagis, even if the initial approach is made by the employee. This obligation will survive a 24-month period after the termination of the last existing Order Form.

Counterparts. Each Order Form may be executed in one or more counterparts all of which, taken together, shall be deemed to constitute one and the same instrument. In case the Parties opt for digital signatures, including DocuSign, the original is the copy digitally signed by both Parties.