Last modified: March 26, 2025.

These Signal^SM Tool Terms and Conditions (this “Agreement”), effective as of the date Customer signs an Order Form incorporating these terms (the “Effective Date”), are by and between Bain & Company, Inc., a Massachusetts corporation with a principal place of business at 131 Dartmouth Street, Boston, MA 02116, or such other Bain entity which executed an Order Form ("Bain”) and the other entity which executed this Agreement or an Order Form (“Customer”). By signing an Order Form that references this Agreement, Customer agrees to the terms of this Agreement, which governs Customer’s use of the Services. If an individual is entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms and conditions, in which case the term “you”, “your” and “Customer” shall refer to such entity. Bain and Customer may be referred to herein collectively as the “Parties” or individually as a “Party.”

1. Definitions.
   1. “Aggregated Statistics” means data and metrics related to or derived from Customer’s use of the Services or Customer Data that is used by Bain in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services or aggregated and anonymized key performance indicators or benchmarks.
   2. “Authorized User” means Customer’s employees, directors, officers and contractors (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the Services has been purchased hereunder.
   3. “Bain IP” means the Intellectual Property Rights in the Services, the Documentation, and any materials or deliverables contained on, or communicated via the services, or otherwise provided to Customer or any Authorized User pursuant to this Agreement, including but not limited to proprietary processes, code, software, documentation, frameworks, analytical tools and analysis, industry data and insights, methodology, survey questions, approach and configurations, visualizations, reports, including any and all modifications, improvements, and derivative works pertaining thereto. For the avoidance of doubt, Bain IP includes Aggregated Statistics and any information, data, or other content derived from Bain’s monitoring of Customer’s access to or use of the Services, but does not include Customer Data (except in a strictly aggregated form).
   4. “Customer Data” means information, data, and other content, in any form or medium, that is transmitted by or on behalf of Customer or an Authorized User through the Services, or that is otherwise provided to Bain during the course of the Services. Customer Data does not include Aggregated Statistics.
   5. “Documentation” means Bain’s user manuals, handbooks, and guides relating to the Services provided by Bain to Customer either electronically or in hard copy form and end user documentation relating to the Services, as well as any reports and information accessible via the Services or otherwise provided to Customer in performance of the Services.
   6. “Good Industry Practice” means the standards, practices, methods, and procedures conforming to laws and regulations and that are generally accepted and followed by reputable companies in the industry providing services, systems, or solutions of a similar nature to the Services. This includes the exercise of reasonable skill, care, diligence, and foresight as would be expected from a professional organization engaged in the same or similar activities under the same or similar circumstances.
   7. “Intellectual Property Rights” means: (i) patents, inventions, including statutory invention registrations or certificates of invention; (ii) trademarks, service marks, domain names, trade dress, logos, and other brand source distinctions, goodwill and the right to sue for passing off or unfair competition; (iii) copyrights, works of authorship and moral rights; (iv) rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of confidential information including trade secrets and know-how; and (v) all other intellectual property rights of any type throughout the world, pre-existing, used or developed during the course of the Services, whether registered or unregistered and including all applications and rights to apply for and be granted, divisions, continuations, renewals, re-issuances or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future.
   8. “Order Form” means an order form, engagement letter or other confirmation entered into between Customer and Bain setting forth the product(s) licensed, the scope of Services and pricing.
   9. “Services” means the Signal^SM online platform, as further described in the applicable Order Form.
   10. “Third-Party Products” means any third-party products incorporated into the Services.
2. Access and Use.
   1. License. Subject to and conditioned on Customer’s payment of Fees (as defined in Section 4 below) and compliance with the terms and conditions of this Agreement, Bain hereby grants Customer a non-exclusive, non-sublicensable and non-transferable right to access and use the Services and Documentation during the Term, solely for use by Authorized Users and for Customer’s internal use. Customer acknowledges and agrees that access to the Services by contractors of Customer may require prior approval by Bain.
   2. Provision of Access. Bain shall provide to Customer the necessary passwords and network links or connections to allow Customer to access the Services.
   3. Authorized Users. Authorized Users will receive access credentials to access the Services. These credentials are granted to individual, named persons and may not be shared. Customer will ensure that all Authorized Users keep these credentials strictly confidential. Authorized Users must notify Bain immediately if their access to the Services is or potentially could be compromised.
   4. Use Restrictions. Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users or other persons to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; (v) insert any malicious code, including viruses, malware or harmful data, into the Services; or (vi) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
   5. Reservation of Rights. Bain reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any Intellectual Property Rights or other right, title, or interest in or to the Bain IP.
   6. Third Party Links. Certain content, products and services available via the Services may include materials from third parties. Third-party links on the Services may direct Customers or Authorized Users to third-party websites or content that is not affiliated with Bain. Bain is not responsible for examining or evaluating the content or accuracy of, and Bain does not warrant and will not have any liability or responsibility for, any third-party materials, websites or services. Bain is not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third party.
   7. Suspension. Notwithstanding anything to the contrary in this Agreement, Bain may temporarily suspend Customer’s and any Authorized User’s access to any portion or all of the Services if: (i) Bain reasonably determines that (A) there is a threat or attack on any of the Bain IP; (B) Customer’s or any Authorized User’s use of the Services disrupts or poses a security risk to Bain or to any other customer or vendor of Bain; (C) Customer, or any Authorized User, is using the Services for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Bain’s provision of the Services to Customer or any Authorized User is prohibited by applicable law; (ii) any vendor of Bain has suspended or terminated Bain’s access to or use of any Third-Party Products that form part of the Services and/or are required to enable Customer to access the Services; or (iii) in accordance with Section 4(b)(iii) (any such suspension described in subsections 2(g) (i), (ii), or (iii), a “Service Suspension”). Bain shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Bain shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Bain will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.
   8. Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Bain may monitor Customer’s use of the Services and collect and compile Aggregated Statistics. As between Bain and Customer, all right, title, and interest in Aggregated Statistics, and all Intellectual Property Rights therein, belong to and are retained solely by Bain. Customer agrees that Bain may use the Aggregated Statistics to improve and enhance the Service and for other development, diagnostic and corrective purposes in connection with the Service and the other Bain offerings, and disclose the Aggregated Statistics to customers and other third parties as part of the Services or otherwise in connection with its business.
   9. Artificial Intelligence.
      1. Bain may use artificial intelligence and machine learning (individually and collectively, “AI”) during Customer’s interactions with the Services and in the provision of the Services. Customer will be given the ability to opt out of the use of AI in the Services. However, enabling AI will allow Bain to bring effective additional functionalities for Customer.
      2. If Customer opts in to the use of AI, Customer accepts and agrees to the following: (A) Bain may use AI in the provision of the Services; (B) when interacting with Bain, Authorized Users may be interacting, directly or indirectly, with AI; (C) Bain may provide Customer Data to AI; (D) all prompts and responses sent to AI through the Services may be analyzed by Bain to help improve responses in a generic manner, however Bain will not train its AI using Customer Data; (E) Customer grants to Bain a non-exclusive, fully sublicensable, worldwide, fully paid-up, royalty-free license to provide Customer Data to AI, and Customer warrants and represents that it has all of the necessary right, title, and interest to be able to grant this license; (F) Bain’s use of AI in this manner will not breach any of its obligations in terms of Section 6 (Confidential Information); and (G) Bain shall conduct regular audits of the Signal online platform to assess its design accuracy and to identify and mitigate systemic bias within the AI system. These audits will be carried out in accordance with Good Industry Practice and applicable laws.
      3. Customer acknowledges that there are numerous limitations that apply with respect to outputs (“AI Outputs”) provided by large language and other AI models (each an “AI Model”) due to the fact that it is automatically generated, including that: (A) AI Outputs may contain errors or misleading information; (B) AI Models are based on predefined rules and algorithms that lack the ability to think creatively and come up with new ideas and can result in repetitive or formulaic content; (C) AI Models can struggle with understanding the nuances of language, including slang, idioms, and cultural references, which can result in output that is out of context or does not make sense; (D) AI Models can perpetuate biases that are present in the data used to train them, which can result in output that is discriminatory or offensive; (E) AI Models can struggle with complex tasks that require reasoning, judgment and decision-making; and (F) AI Models require large amounts of data to train and generate content, and the data used to train AI Models may be of poor quality or biased, which will negatively impact the accuracy and quality of the generated output.
      4. Customer is solely responsible for (A) evaluating (including through human review) all AI Outputs generated by the Services for accuracy, completeness, compliance with applicable laws, and other factors relevant to their use before relying on or distributing such AI Outputs, and (B) all decisions, actions, and omissions arising from or related to the use or reliance on such AI Outputs. Bain makes no representations or warranties regarding the accuracy, fairness, or legality of AI Outputs, and Bain shall not be liable for any claims or damages arising from inherent limitations of AI, including potential inaccuracies, biases, or errors in predictions or recommendations.
3. Customer Responsibilities.
   1. General. Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Bain to Customer, whether directly or indirectly, and whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Services, and shall cause Authorized Users to comply with such provisions.
   2. Third-Party Products. Bain may from time to time make Third-Party Products available to Customer, or the Services may be made available to Customer via Third-Party Products, or the Services may contain features designed to interoperate with Third-Party Products. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions and the applicable flow through provisions. Customer agrees to be bound by the Third-Party Products terms and conditions to which it may be required to agree by accessing the Services. Third Party Products shall have no warranty, support or other obligation to Customer.
4. Fees and Payment.
   1. Fees. Customer shall pay Bain the fees as set forth in any applicable Order Form (the “Fees”).
   2. Unless otherwise set out in the applicable Order Form, invoices are due and payable by wire transfer within thirty (30) days of Customer’s receipt of the invoice, without regard to any delay for purchase order or invoice reference. If Customer fails to make any payment when due, without limiting Bain’s other rights and remedies: (i) Bain may charge interest on the past due amount at the rate of one and a half percent (1.5%) per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse Bain for all reasonable costs incurred by Bain in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) if such failure continues for thirty (30) days or more, Bain may suspend Customer’s and its Authorized Users’ access to any portion or all of the Services until such amounts are paid in full.
   3. Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer will pay Bain’s Fees without any deduction, withholding, or set-off of any kind (such as sales, business, excise, ad valorem, value added, government charges or taxes, however designated). In the event Customer is required by law to make any such deductions, the amount due to Bain will be increased to offset the amount of the proposed deduction. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder.
   4. Fee Changes. Bain shall be entitled to increase the Fees set forth in an Order Form on an annual basis by giving no fewer than thirty (30) days' prior notice to Customer. The applicable Order Form shall be deemed to have been amended accordingly.
   5. Audit Rights. Customer shall maintain records regarding the use of the Services and shall make such information available to Bain upon request. Upon reasonable request, Bain shall have the right to audit Customer’s use of the Services to verify compliance with the terms of this Agreement.
5. Confidential Information.
   1. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, whether or not marked, designated or otherwise identified as “confidential” (collectively, “Confidential Information”). With respect to Bain, Confidential Information also includes Bain IP.
   2. Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party without reference to disclosing Party’s Confidential Information. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s or its affiliates’ employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder.
   3. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with an order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order (where permitted under applicable law); or (ii) to establish a Party’s rights under this Agreement, including to make required court filings.
   4. On the expiration or termination of this Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed upon disclosing Party’s request.
   5. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
   6. Customer acknowledges that the Services are subject to United States export control and economic sanctions laws, regulations and requirements and to import laws, regulations and requirements of foreign governments. Customer agrees that (1) all use, exports, and imports related to this Agreement will be in compliance with these laws and regulations and (2) Customer shall not allow any third party to export, re-export, or transfer any part of the Services in violation of these laws and regulations.
   7. Customer shall ensure that all Authorized Users comply fully with this Section 5.
6. Intellectual Property Ownership; Feedback.
   1. Bain IP. Customer acknowledges that, as between Customer and Bain, Bain owns all rights, title, and interest, including all Intellectual Property Rights, in and to the Bain IP and, with respect to Third-Party Products, the applicable third-party providers own all right, title, and interest, including all Intellectual Property Rights, in and to the Third-Party Products. Customer shall not: (i) sell, rent, lease, sublicense or otherwise transfer or distribute the Bain IP; (ii) copy, alter, modify, translate, reverse engineer, decompile or disassemble the Bain IP; (iii) create derivative works based upon the Bain IP; (iv) destroy or otherwise remove any proprietary notices or labels on or embedded within the Bain IP; or (v) show or demonstrate the Bain IP to a third party.
   2. Customer Data. Bain acknowledges that, as between Bain and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to Bain a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as contemplated by this Agreement or as may otherwise be necessary for Bain to provide the Services to Customer.
   3. Feedback. If Customer or any Authorized User sends or transmits any communications or materials to Bain by mail, email, telephone, or otherwise, suggesting or recommending changes to the Bain IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions (”Feedback”), Bain is free to use such Feedback as it sees fit. Customer hereby assigns to Bain on Customer’s behalf, and on behalf of its Authorized Users, all right, title, and interest in, and Bain is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other Intellectual Property Rights contained in the Feedback, for any purpose whatsoever, although Bain is not required to use any Feedback.
7. Warranties.
   1. Limited Warranty. Bain warrants to Customer that the Services will operate in substantial conformity with the applicable Documentation. Bain does not warrant that Customer’s use of the Services will be uninterrupted or error-free. Bain’s sole liability (and Customer’s sole and exclusive remedy) for any breach of this warranty shall be, in Bain’s sole discretion and at no charge to Customer, to use commercially reasonable efforts to correct the reported non-conformity, or if Bain determines such remedy to be impracticable, to allow Customer to terminate the applicable subscription Term and receive as Customer’s sole remedy, a refund of any pro-rated Fees Customer has pre-paid for use of the Services which Customer has not received as of the date of the warranty claim.
   2. Exclusions. The above warranty shall not apply: (i) unless Customer makes a claim within thirty (30) days of the date on which the condition giving rise to the claim first appeared; (ii) if the Services are used with hardware or software not authorized in the Documentation; or (iii) if the error was caused by misuse, unauthorized modifications or third-party hardware, software or services.
   3. Customer Acknowledgment. It is important to note - and Customer hereby acknowledges that - neither the use of the Services nor the output that is produced by or in conjunction with the use of the Services constitutes legal or any other advice. The Services are intended for analytical and illustrative purposes only. By using the Services, Customer hereby acknowledges and agrees that all work done within the Services and any work product that results from use of the Services will be reviewed separately by and used under the direction and advice of Customer and by competent legal counsel before being implemented within any organization, and Customer assumes sole responsibility for the output that is produced by or in conjunction with the use of the Services and any conclusions drawn from such use. In the event Customer does not retain appropriate advice from competent and relevant legal counsel, Customer knowingly assumes full responsibility of its use and does not rely on Bain as a provider of legal or other advice. Bain makes no representations or warranties whatsoever regarding the compliance or non-compliance of the Services or the output created by the Services regarding any area of law, including but not limited to the labor and/or employment-related laws and/or data privacy of any jurisdiction including but not limited to those statues and regulations that cover all forms of data privacy rights and obligations harassment, discrimination, retaliation, wage and hour compliance and/or working time requirements.
   4. Warranty Disclaimer. THE SERVICES AND ALL BAIN IP ARE PROVIDED “AS IS” AND BAIN HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. BAIN SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. BAIN MAKES NO WARRANTY OF ANY KIND THAT THE BAIN IP, OR ANY SERVICES OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
8. Indemnification.
   1. Bain Indemnification.
      1. Bain shall indemnify and defend Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) (”Losses”) incurred by Customer resulting from any third-party claim, suit, action, or proceeding (”Third-Party Claim”) that the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property rights including but not limited to patents, copyrights, or trade secrets, provided that Customer promptly notifies Bain in writing of the claim, cooperates with Bain, and allows Bain sole authority to control the defense and settlement of such claim.
      2. If such a claim is made or appears possible, Customer agrees to permit Bain, at Bain’s sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use. If Bain determines that neither alternative is reasonably available, Bain may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer and refund of any pro-rated Fees Customer has pre-paid for use of the Services which Customer has not received as of the date of the written notice.
      3. This Section 8(a) will not apply (i) to the extent that the alleged infringement arises from: (A) Customer’s use of the Services in a manner not permitted by this Agreement; (B) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Bain or authorized by Bain in writing; (C) modifications to the Services not made by Bain; (D) Customer Data; or (E) Third-Party Products, or (ii) if Bain is providing the Services at no cost to Customer.
   2. Customer Indemnification. Customer shall indemnify, hold harmless, and, at Bain's option, defend Bain from and against any Losses resulting from any Third-Party Claim that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights and any Third-Party Claims based on Customer's or any Authorized User's (i) negligence or willful misconduct; or (ii) use of the Services in a manner not authorized by this Agreement; provided that Customer may not settle any Third-Party Claim against Bain unless Bain consents to such settlement, and further provided that Bain will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
   3. Sole Remedy. THIS SECTION 8 SETS FORTH CUSTOMER’S SOLE REMEDIES AND BAIN’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
9. Limitations of Liability. IN NO EVENT WILL BAIN BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA, DATA PRIVACY OBLIGATIONS OR SYSTEM SECURITY; (e) DISCRIMINATION, RETALIATION OR OTHER VIOLATION OF ANY EMPLOYMENT LAWS, REGULATIONS OR STANDARDS COVERING CUSTOMER’S BUSINESS OR OPERATIONS IN ANY JURISDICTION; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER BAIN WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL BAIN’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO BAIN UNDER THIS AGREEMENT IN THE ONE-YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
10. Term and Termination.
    1. Term. This Agreement takes effect on the Effective Date and will remain in effect until all applicable Order Forms have expired or been terminated (the “Term”).
    2. Termination. In addition to any other express termination right set forth in this Agreement:
       1. Bain may terminate this Agreement, effective on written notice to Customer, if Customer: (A) fails to pay any amount when due hereunder, and such failure continues more than ten (10) days after Bain’s delivery of written notice thereof; or (B) breaches any of its obligations under Section 5;
       2. either Party may terminate this Agreement or any Order Form for any reason by giving thirty (30) days’ written notice to the other Party;
       3. either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach; or
       4. either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
    3. Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the Bain IP and, without limiting Customer’s obligations under Section 5, Customer shall delete, destroy, or return all copies of the Bain IP and certify in writing to Bain that the Bain IP has been deleted or destroyed. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination, or entitle Customer to any refund.
    4. Survival. This Section 10(d) and Sections 1, 4, 5, 6, 7(c), 9, 11 and 12 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.
11. Data Protection.
    1. Role of the Parties. The Parties acknowledge the use of the Services might involve the processing of data that can identify an individual by Bain on behalf of Customer (“Personal Data”). The details of the processing can be found in Exhibit A (“Personal Data Processing Particulars”). In respect of any such Personal Data, Bain and Customer shall each comply with applicable data privacy legislation and this Section 11. In providing Bain with Personal Data, Customer will be acting as the data controller and Bain as a data processor. Customer confirms that it has complied with relevant laws, it has all appropriate notices in place and obtained all necessary consents for lawful processing, including in connection with any transfers of Personal Data (including any Personal Data of companies involved in a merger or integration with Customer) to Bain and its subprocessors and use of the Services.
    2. Obligations of Bain. For any Personal Data that Bain processes on behalf of Customer in order to provide the Services, Bain agrees to:
       1. only process such Personal Data in accordance with Customer’s written instructions and for the sole purpose of providing the Services to Customer;
       2. implement and maintain appropriate technical and organizational measures to protect the Personal Data;
       3. notify Customer promptly (where permitted under applicable law) if Bain receives any request to access the Personal Data by an individual, regulator or government authority, and provide reasonable assistance to Customer to help Customer comply with any such request;
       4. provide reasonable assistance, cooperation and information to enable Customer to demonstrate its compliance with the applicable data protection laws;
       5. notify Customer promptly if Bain suffers any incident that may impact the Personal Data;
       6. save as required by applicable law or in accordance with this Agreement, not disclose the Personal Data to any third party other than those listed in Exhibit B without providing prior notice to Customer. Bain shall remain fully liable to Customer for the acts, errors, and omissions of subprocessors as if they were Bain’s own acts, errors and omissions;
       7. except as set out in Section 11(c) below, not transfer the Personal Data to another country unless it has ensured that appropriate safeguards are in place; and
       8. delete the Personal Data at the end of the Term.
    3. Location of the Processing and Subprocessors. Customer agrees that the Personal Data may be shared with the subprocessors listed in Exhibit B.
    4. Changes to Subprocessors. Bain is permitted to make changes to the subprocessors engaged under this Agreement subject to providing prior notice to Customer. If Customer does not object on reasonable grounds within fourteen (14) days of such notification, Bain shall be allowed to make such change. Bain shall remain fully liable to Customer for the acts, errors, and omissions of subprocessors as if they were Bain’s own acts, errors and omissions.
    5. Where required and where Customer is located in the European Economic Area or Switzerland, Bain (on its behalf and on behalf of its affiliates) and Customer agree to enter into the Standard contractual clauses for the transfer of personal data to processors established in third countries (Commission Implementing Decision (EU) 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council 2021/914), which are hereby incorporated as Exhibit B (the “SCCs”).
    6. Where Customer is located in the UK, the SCCs will apply together with the Information Commissioner's Office's (ICO) International Data Transfer Addendum to the EU Commission Standard Contractual Clauses, as issued by the ICO under section 119(1) of the UK Data Protection Act 2018 and as appended to this Agreement in Exhibit C.
    7. Where Customer is located in any other jurisdiction, which imposes restrictions on the transfer of personal data to third countries, the Parties shall comply the applicable laws and ensure that adequate safeguards are provided.
    8. Privacy Policy. Each Authorized User’s use of the Services is subject to the Privacy Policy, a current version of which is available at www.bain.com/about/privacy/. Customer shall ensure that it brings the Privacy Policy to the attention of its Authorized Users before accessing the Services.
12. Miscellaneous.

1. 1. Entire Agreement. This Agreement, together with any Order Forms, any other documents incorporated herein by reference and all related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, this Agreement, excluding its Exhibits; (ii) second, the Exhibits to this Agreement as of the Effective Date; (iii) third, any Order Forms referencing this Agreement; and (iv) fourth, any other documents incorporated herein by reference. Notwithstanding the foregoing, where an Order Form specifically states the intent to supersede a specific portion of this Agreement or an Exhibit, the applicable section in the Order Form shall prevail.
   2. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section.
   3. Force Majeure. In no event shall Bain be liable to Customer, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Bain’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
   4. Amendment and Modification; Waiver. Bain has the right to vary this Agreement from time to time on giving the Customer at least thirty (30) days’ written notice. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. Notwithstanding the foregoing, occasionally Bain may, in its discretion, make immaterial changes to its Privacy Policy or revise this Agreement from time to time to address changes in the functionality of the Services, changes to its subcontractors, or changes in Bain policy. Bain will provide Customer with prior notice before any revisions to this Agreement take effect.
   5. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
   6. Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the Commonwealth of Massachusetts.
   7. Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Bain, which consent shall not be unreasonably withheld. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
   8. Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 5 would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.
   9. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.

EXHIBIT A

PERSONAL DATA PROCESSING PARTICULARS

EXHIBIT B

INTERNATIONAL TRANSFERS

1. For the purposes of Section 11.e. of the Agreement, Customer and Bain (on its behalf and/or on behalf of its affiliates) agree to enter into the SCCs (module two: Transfer controller to processor), which are hereby incorporated by reference, for transfers of EU Personal Data to Bain outside of the EEA, as follows:

(a) Customer shall be the data exporter, and Bain and its affiliates shall be the data importers;

(b) Clauses 7(a) – (c) shall apply;

(c) Option 1 of Clause 9(a) shall apply, and the data importer shall submit the request for specific authorization at least 14 days prior to the engagement of the sub-processor;

(d) Clause 11(a) shall not include an additional redress mechanism for data subject, as set out in the second optional paragraph of Clause 11(a);

(e) Clause 17 shall state: “These Clauses shall be governed by the law of the EU Member State in which the data exporter is established. Where such law does not allow for third-party beneficiary rights, they shall be governed by the law of another EU Member State that does allow for third-party beneficiary rights. The Parties agree that this shall be the law of Germany”;

(f) Clause 18(b) shall state: “The Parties agree that those shall be the courts of Germany”;

(g) The Annexes of the SCCs shall be populated with the relevant information set out in Exhibit A to the Agreement, Annex 1 and Annex 2 to this Exhibit B; and

(h) If and to the extent the SCCs conflict with any provision of this Agreement, the SCCs will prevail to the extent of such conflict.

2. For the purpose of Section 11.e. of the Agreement, and in order to allow the parties to lawfully transfer Swiss Personal Data in accordance with the Swiss Federal Act on Data Protection (“FADP”), the version of the SCCs referenced in Section 1 above shall apply and shall include all necessary amendments to make them legally effective in Switzerland, including but not limited to the following:

(a) References to the GDPR will be deemed to be references to the FADP;

(b) The competent Supervisory Authority in Annex I.C of the SCCs under Clause 13 is the Federal Data Protection and Information Commissioner of Switzerland;

(c) The applicable law for contractual claims under Clause 17 of the SCCs is Swiss law or the law of a country that allows and grants rights as a third party beneficiary;

(d) The term “member state” used in the SCCs shall not be interpreted in such a way as to exclude data subjects in Switzerland form the possibility of suing for their rights in their place of habitual residence (Switzerland) in accordance with Clause 18(c).

3. For the purpose of Sections 11.f. of the Agreement and in order to allow the parties to lawfully transfer UK Personal Data in accordance with the UK GDPR, the version of the SCCs referenced in Clause 1 above shall apply together with the UK Addendum, which is hereby incorporated by reference. The parties further agree that for the purpose of the Addendum:

(a) Customer shall be the data exporter and Bain and its affiliates shall be the data importers, and the parties’ details as set out in the Agreement shall be incorporated into Table 1 of Part 1 of the Addendum (Parties);

(b) The first option of Table 2 of Part 1 of the UK Addendum (Selected SCCs, Modules and Selected Clauses) shall be selected and the date shall be the date of this Agreement;

(c) Table 3 of Part 1 of the UK Addendum (Appendix Information) shall be populated with the relevant information set out in Exhibit A to the Agreement, Annex 1 and Annex 2 to this Exhibit B; and

(d) Either the importer or the exporter may end the UK Addendum, and Table 4 of Part 1 of the UK Addendum shall be completed accordingly.

ANNEX 1

TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA

The measures include:

• Measures of encryption of personal data: Encryption measures are used when storing data; data is also encrypted in transit using TLS encryption.
• Measures for ensuring ongoing confidentiality, integrity, availability, and resilience of processing systems and services: Bain employees undergo pre-employment background screening in accordance with and permissible by local laws. All employees also receive training on information security policies upon hire and on an annual basis thereafter. Bain has implemented various security and organizational measures including authentication authorization, accounting, monitoring and logging procedures, network security, physical security, third-party security, and secure development practices to ensure security compliance.
• Measures for ensuring the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident: Signal leverages MS Azure’s point-in-time restore capability to ensure high availability. Data can be restored to a specific point in time within a 35 day window.
• Processes for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures in order to ensure the security of the processing: Services undergo an annual web application penetration test. In the event of an outage the cloud infrastructure team actively monitors for status updates.
• Measures for user identification and authorization: Services integrate with clients existing Azure Active Directory - clients running Azure AD log-in using corporate credentials (SSO). Clients can also enable additional controls such as multi-factor authentication to meet requirements of their internal security program. Multi-factor authentication is enabled for Bain admin accounts for privileged activities. Signal leverages Azure’s RBAC capabilities to provide least privilege to all users accessing the Azure infrastructure portal.
• Measures for the protection of data during transmission: TLS Protocol is used for encrypted transmissions of data.
• Measures for the protection of data during storage: Data stored in Azure storage accounts, databases or virtual disks are encrypted leveraging Microsoft’s default 256-bit AES server-side encryption
• Measures for ensuring physical security of locations at which personal data are processed: Services are hosted on Microsoft Azure Infrastructure with state-of-the-art security in place to strictly control physical access to the areas where Signal data is stored
• Measures for ensuring events logging: All user activity within Signal is Logged, Logs are maintained in Azure Storage Accounts.
• Measures for ensuring system configuration, including default configuration: Services integrate with clients existing Azure Active Directory - clients running Azure AD log-in using corporate credentials (SSO). Clients can also enable additional controls such as multi-factor authentication to meet requirements of their internal security program. Multi-factor authentication is enabled for Bain admin accounts for privileged activities. Signal leverages Azure’s RBAC capabilities to provide least privilege to all users accessing the Azure infrastructure portal. Bain & Company’s password requirements are based off of the National Institute of Standards and Technology (NIST) password standards (SP) 800-63-3. Azure resource provisioning and configuration is fully managed via Terraform controlled process.
• Measures for internal IT and IT security governance and management: Signal undergoes an annual third-party penetration testing. Findings are remediated in accordance with Bain’s vulnerability and patch management policy. MS Azure Defender is leveraged for key resources. Firewalls are in place for SQL Server, App Services and Key Vault. Sensitive data is masked and read only.
• Measures for assurance of processes and products: Bain has a dedicated team for Information Security Risk and Compliance, this team is responsible for the ongoing security governance of Bain and Bain provided applications.
• Measures for ensuring data minimization: Services are set up to only collect personal data that is necessary and relevant to provide services under the Agreement.
• Measures for ensuring data quality: Data is reviewed for completeness and relevancy for the scope of work. All users utilize a single common dataset with changes tracked in an audit log.
• Measures for ensuring limited data retention: Data is retained for the Term of the Agreement. Bain has a Record Retention Requirements policy in place, which sets out appropriate retention periods in accordance with applicable laws.
• Measures for ensuring accountability: User activity is logged within the Signal application. Logs are stored within Azure storage accounts with limited access.
• Measures for allowing data portability and ensuring erasure: All data can be exported from the system on-demand by appropriately permissioned users. Data is retained on Bain systems in accordance with Bain’s Record Retention Requirements
• For transfers to (sub-) processors, also describe the specific technical and organisational measures to be taken by the (sub-) processor to be able to provide assistance to the controller and, for transfers from a processor to a sub-processor, to the data exporter

Same measures as above

ANNEX 2

LIST OF SUB-PROCESSORS

The controller has authorized the use of the following sub-processors:

1. Name: Echelon Consulting LLC

Address: 10 South, LaSalle Street, Suite 2320, Chicago, IL 60603, USA

Description of processing (including a clear delimitation of responsibilities in case several sub-processors are authorized): support and development services

2. Name: Echelon BPO Private Limited

Address: B-410, 4th Floor, Mondeal Square, Anandnagar Road, S G Highway, Near Prahladnagar Auda Garden, Ahmedabad Gujarat 380010, India

Description of processing (including a clear delimitation of responsibilities in case several sub-processors are authorized): support and development services

3. Name: Microsoft Corporation

Address: Microsoft Corporation, Americas Operations Center 6100 Neil Rd., Reno, Nv 89511, USA

Description of processing (including a clear delimitation of responsibilities in case several sub-processors are authorized): hosting services

4. Name: Rubrik, Inc.

Address: 3495 Deer Creek Road, Palo Alto ,CA 94304, USA

Description of processing (including a clear delimitation of responsibilities in case several sub-processors are authorised): storage and back-ups for business continuity purposes

5. Name: Iron Mountain, Inc.

Address: 85 New Hampshire Avenue, Suite 150, Portsmouth, New Hampshire, 03801 Description of processing (including a clear delimitation of responsibilities in case several sub-processors are authorised): storage and back-ups for business continuity purposes

6. Name: Bain’s affiliates

Address: see a list of our offices at www.bain.com/offices

Description of processing (including a clear delimitation of responsibilities in case several sub-processors are authorized): support and administration services