This Master Agreement (the "Agreement"), made and entered into as of the Effective Date, is by and between Pandoblox, Inc., a Delaware corporation ("Pandoblox", "Provider"), and the entity or person placing an order for or accessing any Services ("Client", also referred to herein as "Subscriber"). Either or all of which may be hereinafter referred to as the "Party", "Parties", "Discloser", or "Recipient" respectively.

 

1. Structure of Agreement and Definitions

1.1. Structure. This Agreement governs the relationship between Pandoblox and Client. The specific terms applicable depend on the offerings purchased:

1.1.1. Sections 2, 3, 4, 5, and 6 apply only to the extent Client purchases a Subscription via a subsequent Subscription Agreement.

1.1.2. Sections 7, 8, 9, 10, and 11 apply only to the extent Client purchases Professional Services (such as Managed Staffing, Managed Services, Implementation, and Consulting) via a Statement of Work or Work Schedule.

1.1.3. Sections 1, 13, 14, 15, and 16 apply universally to all transactions under this Agreement.

1.2. Definitions

1.2.1. "Services" collectively refers to Subscription Services and Professional Services.

1.2.2. "Subscription Agreement" means the primary written agreement specifying the Subscription Services to be provided.

1.2.3. "Work Schedule(s)" or "Statement(s) of Work (SoW)" means a transactional document executed by both Parties that sets forth a description of the Professional Services to be performed.

1.2.4. "Subscription Service(s)" means Pandoblox’s software-as-a-service applications, including the systems, infrastructure, and processes used to provide them.

1.2.5. "Professional Services" means the consulting, managed staffing, or implementation services provided by Pandoblox under a Work Schedule.

1.2.6. “User(s)" are those individuals authorized by the Client (Subscriber) to access and use the Subscription Services.

1.2.7. "Resource(s)" means employees, contractors, or consultants supplied by Pandoblox to perform Professional Services.

1.2.8. "Subscriber Data" means all data, information, content, and other materials supplied by the Client (Subscriber) or its Users for the purpose of using the Subscription Services.

1.2.9. "Deliverables" or "Work Product" means documents, materials, or items developed and provided by Pandoblox as part of the Professional Services.

1.2.10. "Confidential Information" means Trade Secrets, Intellectual Property, and any other information disclosed by one Party to the other Party designated as confidential.

THE FOLLOWING SECTIONS 2, 3, 4, 5, and 6 PERTAIN TO THE PANDOBLOX SUBSCRIPTION AND USAGE MODEL.

Note: The Subscription Services detailed in this part are provided exclusively for Client's use as an end user entity. Client may not resell, distribute, or otherwise make the Subscription Services available to any third-party.

2. Use of Subscription Services

2.1. Authorized Use

2.1.1. Subscriber may access and use the Subscription Services solely for its internal business purposes and in accordance with the terms and conditions of its agreement with Pandoblox. Access is limited to the Users specified in the Subscription Agreement. Subscriber shall ensure that all Users comply with the terms of this Agreement. 

2.2. Acceptable Use

2.2.1. Subscriber shall use the Subscription Services in a lawful manner and in compliance with all applicable laws, regulations, and industry standards. Subscriber may not use the Subscription Services to:

2.2.1.1. Violate any applicable laws or regulations;

2.2.1.2. Infringe or misappropriate the intellectual property or other rights of any third party;

2.2.1.3. Introduce viruses, malware, or other harmful code;

2.2.1.4. Interfere with the integrity, availability, or performance of the  Subscription Service. 

2.3. Prohibited Activities

2.3.1. Subscriber shall not, and shall not permit any User to:

2.3.1.1. Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Subscription Services;

2.3.1.2. Sell, sublicense, distribute, or otherwise make the Subscription Services available to third parties;

2.3.1.3. Remove, alter, or obscure any proprietary notices or labels on the Subscription Services;

2.3.1.4. Attempt to gain unauthorized access to the Subscription Services, Pandoblox systems, or other subscriber accounts;

2.3.1.5. Use the Subscription Services to store or transmit material that is unlawful, harmful, defamatory, or otherwise prohibited.

3. Accounts

3.1. Account Creation

3.1.1. Subscriber must create an account to access the Subscription Services. Subscriber shall provide accurate and complete information when creating an account and shall promptly update the account information to maintain its accuracy. Pandoblox may suspend or terminate access if the account information is false, misleading, or incomplete.

3.2. Security Responsibilities

3.2.1. Subscriber is responsible for maintaining the confidentiality of account credentials, including usernames and passwords, and for all activities that occur under its account. Subscriber shall notify Pandoblox immediately of any unauthorized use or suspected compromise of account credentials. Subscriber shall ensure that all Users comply with these security obligations.

3.3. User Management

3.3.1. Subscriber is responsible for managing its Users, including granting, modifying, and revoking access as necessary. Subscriber shall promptly remove access for any User who no longer requires access or who no longer complies with the terms of this Agreement and  its Subscription Agreement with Pandoblox.

4. Subscriber Responsibilities

4.1. Subscriber is responsible for the following obligations in connection with its use of the Subscription Services:

4.1.1. Compliance with Laws. Comply with all applicable laws, regulations, and industry standards.

4.1.2. Authorized Use. Ensure that all Users access and use the Subscription Services in accordance with the terms of this Agreement.

4.1.3. Cooperation. Cooperate with Pandoblox as reasonably necessary to enable Pandoblox to deliver and maintain the Subscription Services.

4.1.4. Equipment and Connectivity. Maintain all equipment, software, and internet connectivity required to access the Subscription Services.

4.1.5. Data and Content Responsibility. Ensure that any data, content, or materials uploaded or submitted to the Subscription Services do not violate applicable laws or the rights of third parties.

5. Service Availability

5.1. Availability

5.1.1. Pandoblox will use commercially reasonable efforts to make the Subscription Services available to Subscribers 24 hours a day, 7 days a week, except for scheduled maintenance or as otherwise set forth in the Subscription Agreement. Pandoblox does not guarantee uninterrupted or error-free access.

5.2. Maintenance

5.2.1. Pandoblox may perform scheduled or emergency maintenance, updates, or upgrades to the Subscription Services. Pandoblox will use commercially reasonable efforts to provide advance notice of scheduled maintenance where feasible. Subscriber acknowledges that such maintenance may temporarily impact access to the Subscription Services.

5.3. Modifications

5.3.1. Pandoblox may modify or upgrade the Subscription Services, including adding, removing, or changing features or functionality, at its discretion. Such modifications will not materially reduce the overall functionality of the  Subscription Services as provided to Subscribers under the terms of this Agreement.

5.4. Warranty

5.4.1. Pandoblox warrants that the Pandoblox Platform, as delivered, will substantially conform to Pandoblox's published specifications of said Platform for the duration of the subscription period. In the event of a non-conformity during the Warranty Period, Client shall promptly notify Pandoblox by generally describing the nature of the non-conformity in writing. Pandoblox shall take reasonable steps to determine whether, in Pandoblox's discretion, a non-conformity exists under the warranty, and to correct any such non-conformity. If Pandoblox determines that a platform non-conformity exists under this warranty, then a platform architectural or software correction will be integrated into the next platform update. In the event that Pandoblox finds that the platform was not defective, Pandoblox will debit all costs and expenses incurred by Pandoblox against any existing Maintenance Agreement. If no such Maintenance Agreement is active, Client agrees to pay for all troubleshooting on a Time and Materials basis.  Client will not be responsible for reimbursement if best efforts were made to reproduce the problem and it is mutually agreed that the problem cannot be reproduced. All costs and fees related to remediating the non-conforming platform during the Warranty Period shall be borne by Pandoblox.

6. Suspension and Termination

6.1. Suspension Rights

6.1.1. Pandoblox may suspend access to the Subscription Services, in whole or in part, if:

6.1.1.1. Subscriber breaches any provision of the terms of this Agreement or any documents incorporated by reference;

6.1.1.2. Pandoblox reasonably believes that Subscriber’s use of the Subscription Services may cause harm to the Subscription Service, Pandoblox systems, or third parties; or

6.1.1.3. Required by law, regulation, or government order.

6.1.2. Pandoblox will use commercially reasonable efforts to provide notice of suspension where practicable.

6.1.3. Pandoblox also reserves the right to immediately terminate the Subscription Services if Subscriber’s payment obligations are late, as set forth in the Financial Terms section.

6.2. Termination for Cause

6.2.1. Either Party may terminate the Subscriber’s access to the Subscription Services immediately upon written notice if the other Party materially breaches the terms of this Agreement and fails to cure such breach within thirty (30) days of receiving written notice.

6.3. Effect of Termination. Upon expiration or termination of the Subscription Agreement for any reason:

6.3.1. Access: Subscriber’s access to the Subscription Services shall immediately cease, and all licenses granted under the applicable  Subscription Agreement shall terminate.

6.3.2. Fees: Subscriber remains responsible for all fees accrued through the effective date of termination. No refunds shall be due for any portion of the term already paid, except otherwise agreed to in writing.

6.3.3. Data: Provider may delete or disable access to Subscriber Data in accordance with the Data Retention and Privacy Policy. Subscriber is responsible for exporting or backing up any data prior to termination.

6.3.4. Obligations: Termination shall not release either Party from obligations that, by their nature, survive termination, including but not limited to payment obligations, confidentiality, and intellectual property rights.

THE FOLLOWING SECTIONS 7, 8, 9, 10, and 11 PERTAIN TO THE PANDOBLOX PROFESSIONAL SERVICES.

7. Professional Services and Work Schedules

7.1. Scope of Work: Subject to the terms of this Agreement, Client hereby retains Pandoblox to perform, and Pandoblox agrees to perform the Professional Services described in the attached and any subsequent Work Schedule(s), as applicable.  

7.2. Service Standard: Pandoblox shall perform the Professional Services in a timely, professional, and workmanlike manner, in full compliance with all applicable laws and regulations, and in accordance with the instructions, specifications, and parameters provided by Client from time to time. Pandoblox shall make reasonable changes or modifications to the Work Product, where applicable, and shall cooperate with Client to meet Client’s requirements. All Professional Services and Work Product shall be subject to Client’s review, approval, and acceptance.

8. Resources and Management

8.1. Resource Management: The Professional Services shall be performed by employees, contractors, or consultants supplied by Pandoblox (each a “Resource”). Pandoblox shall be solely responsible for all compensation, benefits, tax withholdings, and other employment-related obligations with respect to its Resources. The Parties acknowledge and agree that such Resources shall not be deemed employees of Client for any purpose.

8.2. Qualifications: Pandoblox shall ensure that all Resources assigned to perform Professional Services are qualified, skilled, and experienced professionals capable of performing the Professional Services in a professional and workmanlike manner.      

8.3. Access: Upon reasonable written request from Client, Pandoblox shall provide Client personnel with reasonable access to the Resources and any applicable work sites where the Professional Services are being performed, to the extent necessary for project coordination and oversight.

9. Background Checks

9.1. Vetting Process: Pandoblox performs background checks on any employees, personnel, agents, subcontractors, or independent contractors ("Resources") that Pandoblox intends to utilize in the performance of Professional Services under this Agreement. Such background checks will be conducted prior to a resource's commencement of each Professional Service performed for the Client under this Agreement.

9.2. Assignment: Pandoblox shall not assign any Resource who does not successfully pass any such background check to perform Professional Services. Upon request, Pandoblox agrees to provide the Client with verification of the successful completion of the background check requirements set forth.

9.3. Client Checks: It is understood that final reference checks, verification of education, criminal checks, credit checks, and other documentation deemed necessary by Client will be performed by Client. 

10. Termination of Professional Services (Convenience)

10.1. Termination for Convenience: Client may terminate any Professional Services Work Schedule at any time, with or without cause, upon providing sixty (60) days advance written notice. This right of termination for convenience does not apply to Subscription Agreements, which are non-cancelable for their stated term.

11. SB1162 Compliance

11.1. Reporting: As a consulting, managed services, and staffing services company, Pandoblox and its division, 3GC Group, are required to provide SB1162 reporting upon request. This request is available for Staff Augmentation, Contract-to-Hire, and Managed Staff Augmentation engagements. SB1162 will not be provided for Managed Staffing or Managed Services engagements.

THE FOLLOWING SECTIONS 12, 13, 14, 15, AND 16 APPLY TO ALL SERVICES (SUBSCRIPTION AND PROFESSIONAL) PROVIDED UNDER THIS AGREEMENT.

12. Financial Terms

12.1. Fees: Client shall pay Pandoblox the fees specified in the applicable Subscription Agreement(s) and/or Work Schedule(s) (collectively, the "Fees"). Except as otherwise explicitly stated in a Subscription Agreement or Work Schedule, all Fees are quoted and payable in United States Dollars and are non-refundable.

12.2. Invoicing and Payment:

12.2.1. Subscription Services: Unless otherwise specified in the applicable Subscription Agreement, Subscription Fees are invoiced and paid in advance of the applicable billing period.

12.2.2. Professional Services: Unless otherwise specified in the applicable Statement of Work or Work Schedule, Professional Services will be invoiced and paid in advance on hours worked (for Time & Materials) or upon the completion of designated project milestones.

12.2.3. Payment Terms: Unless otherwise specified in the applicable Statement of Work or Work Schedule, Client agrees to pay all undisputed invoices within thirty (30) days of the invoice date ("Net 30").

12.3. Taxes: The Fees do not include any local, state, federal, or foreign taxes, levies, or duties of any nature, including value-added, sales, use, or withholding taxes ("Taxes"). Client is responsible for paying all Taxes associated with its purchases hereunder, excluding taxes based on Pandoblox’s net income or property. If Pandoblox has the legal obligation to pay or collect Taxes for which Client is responsible under this section, the appropriate amount shall be invoiced to and paid by Client.

12.4. Late Payments: Client agrees to pay net payment upon receipt of invoice and to pay interest on any unpaid balances after 15 days from the date of receipt at the compounded rate of 1.5% per month (annual percentage rate of 18%) or the maximum legal rate, whichever is higher, calculated from the date of receipt. Pandoblox reserves the right to stop work if payments are more than two (2) months late.

12.5. Suspension for Non-Payment: If any charge owing by Client under this Agreement is thirty (30) days or more overdue, Pandoblox may, without limiting its other rights and remedies, accelerate Client’s unpaid fee obligations so that all such obligations become immediately due and payable, and suspend the Services (including both Subscription and Professional Services) until such amounts are paid in full.

12.6. Annual Fee Increase: Unless otherwise agreed upon in writing within a specific Subscription Agreement or Work Schedule, Pandoblox reserves the right to increase the Fees for any Services upon the commencement of any subsequent renewal term. Pandoblox will provide Client with written notice of such increase at least thirty (30) days prior to the end of the then-current term. Such increase shall not exceed seven percent (7%) or the applicable Consumer Price Index (CPI), whichever is greater, over the rate of the immediately preceding term.

13. Term and Termination

13.1. Term of Agreement: This Agreement shall commence on the Effective Date and shall remain in effect until all active Subscription Agreement, Statement of Work, and Work Schedule have expired, been terminated, and paid. The specific term and renewal provisions for any Services will be dictated by their respective Subscription Agreement, Statement of Work, or Work Schedule.

13.2. Termination for Cause: If either Party materially breaches this Agreement, the other Party may terminate this Agreement by giving the breaching Party thirty (30) days written notice of such breach, unless the breach is cured within the notice period.  

13.3. Payment Upon Termination: Upon Termination for Cause of this Agreement, Client agrees to pay Pandoblox all amounts due or accrued as of the date of such termination.

13.4. Effect of Termination: Upon expiration or termination of this Agreement, Pandoblox will use commercially reasonable efforts to (i) discontinue the performance of the Services identified by Client, (ii) preserve any Services and Work Product in progress, completed Services and Work Product, and the data resulting from such Services, and any Client Confidential Information, and (iii) take all reasonable steps to mitigate any additional expenses or costs.

13.5. Return of Materials and Survival: Upon termination of this Agreement for any reason, each Party shall destroy, delete, or return to the other Party all documents and data containing Confidential Information as well as all Work Product whether completed or not. Sections 16.6 (Non-Solicitation), 12 (Financial Terms), 13.3 (Payment Upon Termination), 13.5 (Return of Materials and Survival), and 14 (Universal Legal Protections) shall survive any termination or expiration of this Agreement for any reason.

14. Universal Legal Protections

14.1. Trade Secrets, Intellectual Property, and Confidential Information:

14.1.1. Definitions:

14.1.1.1. Trade Secrets are blueprints or design data, formulae, manufacturing processes, proprietary software code, patented or patent-pending techniques.

14.1.1.2. Intellectual Property includes all information, excluding Trade Secrets, that is sufficiently secret to derive economic value, actual or potential, from not being generally known to other persons who can obtain economic value from its disclosure or use; and is the subject of efforts that are reasonable under the circumstances to maintain its secrecy or confidentiality. This includes but is not limited to financial data, operational processes, operational technologies, lists of potential and existing customers, and lists of potential and existing suppliers, vendors, and partners.

14.1.1.3. Confidential Information encompasses both Trade Secrets and Intellectual Property, and also includes any Client Data processed by Pandoblox.

14.1.1.4. See Privacy Policy for more details.

14.1.2. Protection and Non-Disclosure: Each Party shall permanently preserve, protect, and not disclose to non-parties any Trade Secrets received intentionally or unintentionally by the Disclosing Party. The Receiving Party agrees to exercise the same degree of care it uses to protect its own Confidential Information, but in no event less than reasonable care, to prevent the unauthorized disclosure or use of the Disclosing Party's Confidential Information.

14.1.3. Ownership: Client acknowledges that Pandoblox retains all right, title, and interest in and to its own Pre-Existing Intellectual Property, the Subscription Services, and any underlying software, templates, or methodologies used to deliver the Services. Pandoblox acknowledges that Client retains all right, title, and interest in and to Client Data and Client's Pre-Existing Intellectual Property.

14.2. Mutual Indemnification:

14.2.1. By Pandoblox: Pandoblox shall defend, indemnify, and hold Client harmless from and against any third-party claims alleging that the Services or Work Product infringe any valid U.S. patent, copyright, or trade secret, provided that Client promptly notifies Pandoblox in writing of the claim, gives Pandoblox sole control of the defense and settlement, and provides reasonable assistance.

14.2.2. By Client: Client shall defend, indemnify, and hold Pandoblox harmless from and against any third-party claims arising out of or related to Client Data, Client’s violation of applicable laws, or Client's use of the Services in violation of this Agreement.

14.3. Warranties:

14.3.1. Mutual Warranty: Each Party warrants that it has the full power and authority to enter into this Agreement and that its execution and performance of this Agreement will not violate any applicable law or any agreement to which it is a party.

14.3.2. Service Warranty: Pandoblox warrants that all Professional Services will be performed in a professional and workmanlike manner.

14.3.3. Disclaimer: EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, PANDOBLOX MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. PANDOBLOX DOES NOT WARRANT THAT THE SUBSCRIPTION SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

14.4. Limitations on Liability:

14.4.1. Exclusion of Damages: IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF USE, LOSS OF DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.4.2. Liability Cap: EXCEPT FOR INDEMNIFICATION OBLIGATIONS OR BREACHES OF CONFIDENTIALITY, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PANDOBLOX UNDER THE APPLICABLE SUBSCRIPTION AGREEMENT OR WORK SCHEDULE GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

15. Privacy and Data Protection

15.1. Privacy Policy

15.1.1. Pandoblox’s collection, use, and processing of personal data in connection with the Services are governed by the Privacy Policy, which is incorporated by reference into these terms. Subscriber acknowledges and agrees that Pandoblox may process personal data in accordance with the Privacy Policy and applicable data protection laws.

15.1.2. https://www.pandoblox.com/pandobloxsignalprivacypolicy

15.2. Security Policy

15.2.1. Pandoblox maintains administrative, technical, and organizational safeguards designed to protect personal data as described in the Security Policy, which is incorporated by reference into these terms.

15.2.2. https://www.pandoblox.com/pandobloxsignalsecuritypolicy

16. General Provisions:

16.1. Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in Delaware. The prevailing Party shall be entitled to reasonable attorney’s fees and costs as awarded by a court in case of any suit.

16.2. Force Majeure: Neither Party shall be liable for any failure or delay in performance (excluding payment obligations) due to causes beyond its reasonable control, including acts of God, war, terrorism, natural disasters, or third-party service provider failures.

16.3. Assignment: Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.

16.4. Amendments: Any Subscription Agreement(s) and/or Work Schedule(s) may be amended or modified only by a written amendment mutually agreed upon and executed by authorized representatives of both Parties.

16.5. Order of Precedence. The terms of this Agreement will govern all Subscription Agreement(s) and/or Work Schedule(s) undertaken by Pandoblox for the Client under any Subscription Agreement(s) and/or Work Schedule(s) executed pursuant to this Agreement; provided, however, that in the event of any conflict between the terms of this Agreement and any such Subscription Agreement(s) and/or Work Schedule(s), the terms and conditions of the most recent fully executed agreement shall prevail, solely to the extent of that inconsistency.

16.6. Non-Solicitation / Non-Hire

16.6.1. Client Prohibition: Client and Pandoblox agree that the personnel of Pandoblox are critical to Pandoblox’s ability to provide services. Therefore, the Client agrees not to hire or otherwise solicit the employment of, directly or indirectly, any Pandoblox personnel associated with performing the Professional Services acquired hereunder during the term of this Agreement or for one (1) year thereafter. If a Client violates this prohibition, the Client shall immediately pay Pandoblox an amount equal to the annual compensation of the Pandoblox personnel hired.

16.6.2. Pandoblox Prohibition: Client and Pandoblox agree that the personnel of the Client are critical to the Client's ability to provide services. Therefore, Pandoblox agrees not to hire or otherwise solicit the employment of, directly or indirectly, any Client personnel associated with performing the Professional Services acquired hereunder during the term of this Agreement or for one (1) year thereafter. If Pandoblox violates this prohibition, Pandoblox shall immediately pay to Client an amount equal to the annual compensation of the Client personnel hired.

16.7. Waiver: The failure of either Party to enforce any provision of this Agreement, or to exercise any right or remedy, shall not constitute a waiver of such provision, right, or remedy. A waiver of any breach or default must be in writing and signed by the party granting the waiver to be effective. No waiver of any provision shall constitute a waiver of any other provision or of any subsequent breach or default.

16.8. Survival of Provisions: Any provisions of this Agreement that by their nature should survive termination shall remain in full force and effect following the expiration or termination of this Agreement, including without limitation: Financial Terms, Non-Solicitation, Confidentiality, Intellectual Property Rights, Disclaimers, Limitations on Liability, and Indemnification.

16.9. Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

16.10. Exceptions: Any services, features, or functionality not included in this Agreement, or any deviations from the standard Service offering, are considered exceptions and will not be provided unless explicitly agreed in writing.

16.11. Entire Agreement: This Agreement, together with all active Subscription Agreements, Work Schedules, and exhibits, constitutes the entire agreement between the Parties.

 

End of Pandoblox Master Agreement

Last Updated 2026-08-11