**MASTER SERVICES AGREEMENT**

This Master Services Agreement is made and entered into on [<mark>__________</mark>] (the "**Effective Date**") by and between <mark>[Company]</mark> (**"Company"**) and <mark>[Customer]</mark> ("**Customer**").
In consideration of the mutual promises contained herein, the parties here by agree to the following:

**DEFINITIONS.**  Capitalized terms shall have the meanings set forth in this section, or in the section where they are first used.

**"Access Protocols"** means the passwords, access codes, technical specifications, connectivity standards or protocols, or other relevant procedures, as may be necessary to allow Customer or any Authorized Users to access the Services.

**"Aggregated Data"** means data and information related to Customer Data and/or Customer's use of the Services that is used by Company in an aggregate and de-identified manner, including to compile statistical and performance information related to the provision and operation of the Services.

"**Agreement**" means this Master Services Agreement (and Exhibits), together with all Order Forms.

"**Applicable Data Protection Laws**" means any applicable Laws, regulations, orders, or judgments issued by a governmental authority that govern the privacy, security, confidentiality, protection, processing or transfer of the Personal Data or that govern the rights of Authorized Users or other data subjects with regard to that Personal Data.

**"Authorized User"** means any individual who is an employee or independent contractor of Customer, or such other individual, as may be authorized by the Customer to access the Services pursuant to Customer's rights under this Agreement.

"**Connected Accounts**" means any third-party platform, website, or service, connected to, or integrated with, the Platform or Services, or accessed in connection with the Services, by or on behalf of Customer, including by application programming interface or use of Customer's account credentials. Connected Accounts are established and maintained by Customer; provided that Company may designate certain Connected Accounts that are required for the proper operation of the Platform, and Customer shall notify Company of all Connected Accounts in use in connection with the Services.

"**Connected Account Data**" means any data collected from, or provided by, any Connected Account.

"**Customer Data**" means, other than Aggregated Data, (a) Connected Account Data; (b) Inputs; and (c) information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the use of the Platform or Services, including via CSV or application programming interface.

**"Documentation"** means Company-provided user documentation, in all forms, relating to the Services and Platform in hard copy or electronic form (e.g. user manuals and online help files).

"**Generic Judges**" means Company's pre-built measures of specific types of risks ("**Judges**") to be assessed by the Platform.

"**Input**" means information, data, materials, text, or other content (including any snippets of code that may be provided by Customer) that is (i) input, entered, posted, uploaded, submitted, transferred, transmitted, or otherwise provided or made available for processing by or through the Services, or (ii) collected, downloaded, or otherwise received by the Services. Inputs include any Judges.

"**Integration Tools**" means any coding, programming or design techniques, architecture, methodology, APIs, functions, software code, applications, knowledge, experience, and know how developed by Company related to the integration, implementation, connection and/or onboarding of any Connected Account. For clarity, Integration Tools do not include Connected Accounts, including access credentials to any Connected Accounts, or any confidential information of Customer.

**"Intellectual Property Rights"** means any and all now known or hereafter existing intellectual property rights embodied in the Services, including (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; and (f) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world.
    1. "**Law(s)**" means with respect to any party, in each case to the extent applicable to such party, its property, the Services or in connection with this Agreement, any federal, national, provincial, state, county, municipal or local law, ordinance, statute, rule, regulation, code, policy, notice, treaty, judgment, executive order, decree, injunction, permit, issuance or other determination or finding of any governmental authority which is legally enforceable by a governmental entity.
**"Order" or "Order Form"** means an ordering document that is signed by both parties identifying the services deployed by Company pursuant to this Agreement. The initial Order is set forth on **Exhibit A**.

**"Order Term"** means the term length specified in the applicable Order Form.

"**Output**" means the content, data, information, recommendations, and other materials that are generated through the Services by or for Customer through the Processing (including by application of analytics, data enrichment, data discovery, artificial intelligence or machine learning) of Customer Data and/or Inputs included as part of the Services.

"**Personal Data**" means any information relating to an identified or identifiable natural person, and all information that is "personal data," "personal information," or "personally identifiable information" under Applicable Data Protection Laws.

**"Platform"** means Company's platform designed to test and validate Customer's generative AI applications.

"**Processing**" (including "Process", "Processes", "Processed", and other variants of the term) means any operation or set of operations that is performed upon Personal Data, whether or not by automatic means, such as collection, collation, recording, organization, storage, adaptation or alteration, retrieval, consultation, analysis, interpretation, compilation, aggregation, use, disclosure by transmission, dissemination, viewing, copying, deleting, or otherwise making available, alignment or combination, blocking or erasure, or destruction.

**"Services"** means Company's: (1) deployment of the Platform and features and functionality made available through the Platform; and (2) any professional or other services set forth in the applicable Order Form.

**"Supplemental Customer Terms"** means the additional terms and conditions set forth in **Exhibit B** attached hereto, which have been provided by Customer and which supplement and, to the extent of any conflict or inconsistency with the terms and conditions of this Agreement, supersede and control over the other provisions of this Agreement.

**PROVISION OF SERVICES.**

**Order Forms.**  Each Order Form is governed by, and hereby incorporated into, this Agreement. If there is a conflict between this Agreement and an Order Form, this Agreement will control unless the Order Form expressly states that a specific provision of this Agreement will be superseded by a specific provision of the Order Form.

**License to Platform.** Subject to and conditioned on Customer's payment of Fees and compliance with all the terms and conditions of this Agreement, Company grants to Customer a non-exclusive, non-transferable license during the term, solely for use by Authorized Users in accordance with the terms and conditions herein, (a) to install, deploy, access and use the features and functions of the Platform as required for deployment solely on Customer's own servers, hardware and infrastructure at Customer's facilities, as designated on the applicable Order Form (the "**Customer Environment**") and use of the Services, in each case in accordance with the Documentation; and (b) to use and reproduce a reasonable number of copies of the Documentation solely to support Customer's deployment and use of the Services.  Such use is limited to Customer's internal business use.

**Connected Accounts**. In order to access certain of the features and functions of the Services, Customer may be required to link or provide access to its Connected Accounts to the Platform or Services.  By granting Company access to any Connected Account, (i) Customer represents and warrants that it is entitled to disclose any log-in information provided by Customer in connection therewith (if applicable) and/or to grant Company access to such Connected Accounts, (ii) Customer represents and warrants that it is in good standing with respect to such Connected Accounts, and (iii) Customer acknowledges that Company may access Connected Account Data so that it may be used in accordance with the terms of this Agreement.  Customer further acknowledges and agrees that each Connected Account, including access to and use thereof and uptimes related thereto, is solely determined by the applicable provider of the relevant Connected Account. Company will have no liability for any unavailability of any Connected Account, or any third-party provider's decision to discontinue, suspend or terminate any Connected Account.

**Maintenance and Support**.  Customer shall be solely responsible for the operation, maintenance, and availability of the Customer Environment, including all hardware, networking, operating systems, and other infrastructure required to run the Platform.  Company shall provide Customer with enterprise-level technical support in accordance with Company's then-current enterprise support plan, as may be described in the applicable Order Form.  Company shall make available to Customer updates, patches, and new releases of the Platform ("Updates") as they become generally available to Company's on-premise customers.  Customer shall be solely responsible for installing and deploying all Updates within the Customer Environment.  Company shall have no liability for any degradation in the performance of the Platform resulting from Customer's failure to install Updates in a timely manner or Customer's failure to maintain the Customer Environment in accordance with the System Requirements.

**Personal Data.**  Before providing to Company or enabling Company to Process any Personal Data, Customer will enter into a Data Processing Addendum ("**DPA**") with Company. If Customer has not entered into a DPA, Customer represents, warrants and covenants that no Personal Data Processed by Company under this Agreement is subject to Applicable Data Protection Laws. Any Personal Data that is subject to Applicable Data Protection Laws shall be governed by the DPA and shall not be Confidential Information (defined herein). In the event of a conflict between any provision of the DPA and this Agreement, the provision providing the higher level of privacy or data protection shall govern.
    1. **Third-Party Services**. The Services may include, or be dependent on, certain third-party data, software components, application programming interfaces, and other products and services (the "**Third-Party Services**"). Customer shall be solely responsible for procuring and maintaining, at its own expense, all rights, licenses, and accounts necessary to access and use the Third-Party Services in connection with the Platform.  Company shall provide Customer with documentation identifying the Third-Party Services required for the proper operation of the Platform. COMPANY, NOT BEING THE OWNER, OPERATOR, SUPPLIER, OR PRODUCER OF THE THIRD-PARTY SERVICES NOR THEIR AGENT, DOES NOT ENDORSE ANY THIRD-PARTY SERVICES, AND MAKES NO EXPRESS OR IMPLIED WARRANTY OF ANY KIND WHATSOEVER WITH RESPECT TO THE THIRD-PARTY SERVICES AND DISCLAIMS ANY SUCH WARRANTIES THAT MIGHT OTHERWISE EXIST.
**CUSTOMER RESTRICTIONS AND RESPONSIBILITIES.**

**Restrictions**.   Except as may be expressly permitted by applicable Laws, Customer agrees that it will not, and will not permit any Authorized User or other party to: (a) permit any party to access the Platform or Documentation or use the Services, other than the Authorized Users authorized under this Agreement; (b) modify, adapt, alter or translate the Platform or Documentation, except as expressly allowed herein; (c) sublicense, lease, rent, loan, distribute, or otherwise transfer the Platform or Documentation to any third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Platform; (e) circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Services; (f) use or copy the Platform or Documentation except as expressly allowed under this subsection; or (g) disclose or transmit any data contained in the Platform to any individual other than an Authorized User, except as expressly allowed herein.  Except as expressly set forth herein, no express or implied license or right of any kind is granted to Customer regarding the Services, Platform, Documentation, or any part thereof. For purposes of clarity, nothing contained herein grants to Customer or any Authorized User any right to obtain possession of any source code, data or other technical material relating to the Platform.
    1. **Setup Responsibilities.**  Prior to any deployment of the Services by Customer, Customer shall provide Company with (i) reasonable documentation of its systems architecture; (ii) Customer shall be responsible for performing all installation and deployment of the Platform within the Customer Environment using installation scripts and documentation provided by Company; and (iii) any other information reasonably requested by Company in good faith that may be reasonably necessary for the deployment of the Services. Company shall provide Customer with reasonable remote technical support in connection with such installation and deployment, but shall not be required to have direct access to the Customer Environment. Customer acknowledges that its timely provision of, and access to, facilities, equipment, assistance, cooperation, complete and accurate information and data from its officers, agents, and employees, and suitably configured computer products, along with Customer's performance of any of its obligations specified in an Order Form (collectively, "**Cooperation**") are essential to performance of any Services, and that Company will not be liable for any deficiency in performing Services if such deficiency results from Customer's failure to provide full Cooperation. Customer shall be solely responsible for (i) obtaining, operating, and maintaining, at Customer's expense, the Customer Environment, and any infrastructure necessary for Customer's installation, deployment and use of the Services, including but not limited to telecommunications, computer and server hardware, storage, cooling, power, operating systems, mobile devices, software, services, operating systems, Internet connectivity, in each case in accordance with Company's documentation (the "**System Requirements**"). Customer shall be solely responsible for ensuring that the Customer Environment meets the System Requirements. In the event that Company assists or advises Customer with any Services setup, configuration or support, in no event shall such assistance or advice be construed as legal or other professional advice.

Company may, upon at least ten (10) business days' written notice, audit the Customer Environment and Customer's use of the Services if it has a reasonable basis to suspect Customer's non-compliance with the terms of this Agreement (an "**Audit**"). Audits will occur during normal business hours and in a manner that does not unreasonably disrupt Customer's operations. During an Audit, Customer will cooperate in good faith with Company and provide access to the Customer Environment, records and personnel as reasonably required to complete the Audit. If Company identifies any material non-compliance with this Agreement, including unauthorized access to, distribution of, or use of Company's Services, Customer will promptly remedy the issue and pay any fees corresponding to Customer's noncompliant use of the Services. Customer acknowledges that any violation of this Section 3.3 may cause Company irreparable harm for which monetary damages would be inadequate compensation. In the event of a violation of any of this Section 3.3, Company shall be entitled to seek all available legal and equitable remedies, including injunctive relief, without the requirement of posting a bond.

**Authorized Users Access to Services.** Customer may permit any Authorized Users to access and use the features and functions of the Services as contemplated by this Agreement.  User IDs cannot be shared or used by more than one Authorized User at a time.  Customer shall use commercially reasonable efforts to prevent unauthorized access to, or use of, the Services, and notify Company promptly of any such unauthorized use known to Customer. Customer will be responsible for the acts or omissions of any Authorized Users in their access to and use of the Services and any breach by an Authorized User of the terms of this Agreement will constitute a breach by Customer of this Agreement.

**Customer Responsibility for Data and Security.** Customer and Authorized Users will have access to Customer Data and will be responsible for all changes to and/or deletions of Customer Data and the security of all passwords and other Access Protocols required in order to access the Company Services. Customer shall implement and maintain appropriate technical, physical, organizational and administrative security measures, procedures, practices and other safeguards to protect against unauthorized access to the Company Services, and Customer will be responsible for maintaining the security and confidentiality of all Access Protocols and other access credentials issued to Customer or any Authorized User. Customer shall promptly inform Company of any actual or suspected security incident involving the Company Services.

**Compliance.**  Customer shall always comply with all international and domestic laws, ordinances, regulations, and statutes that are applicable to its access to and use of the Platform, Documentation, or Services hereunder. Customer represents and warrants that it has provided all notices and obtained all consents necessary to submit the Customer Data for use by Company and the Services as contemplated herein.

**OWNERSHIP AND DATA RIGHTS AND RESPONSIBILITIES.**

**Company Intellectual Property.**  The Services, Platform and underlying source code, Documentation, Integration Tools, and all worldwide Intellectual Property Rights in each of the foregoing, are the exclusive property of Company and its suppliers.  All rights in and to the Services, Platform, Documentation, and Integration Tools not expressly granted to Customer in this Agreement are reserved by Company and its suppliers.  Except as expressly set forth herein, no express or implied license or right of any kind is granted to Customer regarding the Platform, Documentation, Integration Tools, and Services or any part thereof.  Notwithstanding the foregoing, Company shall deliver to Customer the source code of the Platform solely as necessary for Customer to install, deploy, and operate the Platform within the Customer Environment in accordance with this Agreement.  Such source code shall remain the exclusive property of Company, and Customer shall not modify, adapt, translate, reverse engineer, or create derivative works from such source code except as expressly permitted under this Agreement.

**Customer Data and Outputs.**  Customer is solely responsible for any and all obligations with respect to the accuracy, quality and legality of Customer Data.  Customer will obtain all third-party licenses, consents and permissions needed for Company to use the Customer Data to provide the Services.  Without limiting the foregoing, Customer will be solely responsible for obtaining from third parties all necessary rights for Company to use the Customer Data submitted by or on behalf of Customer for the purposes set forth in this Agreement.  Customer grants Company a non-exclusive, worldwide, royalty-free and fully paid license during the Order Term to use the Customer Data as necessary for purposes of providing and/or improving the Services, and to de-identify and aggregate such Customer Data to create Aggregated Data, and use such Aggregated Data to provide and improve the Services.  The Customer Data hosted by Company as part of the Services, the Outputs (such Outputs, excluding any Third-Party Services embedded therein), and all worldwide Intellectual Property Rights in and to the foregoing, are the exclusive property of Customer; provided that, except as otherwise set forth on an Order Form, the Outputs will only be accessed and used through the Platform and only by Authorized Users for Customer's internal business purposes.  All rights in and to the Customer Data and/or Outputs not expressly granted to Company in this Agreement are reserved by Customer.

**Aggregated Data.**  Notwithstanding anything to the contrary in this Agreement, Company may monitor Customer's use of the Services and collect and compile Aggregated Data.  As between Company and Customer, all right, title, and interest in Aggregated Data, and all Intellectual Property Rights therein, belong to and are retained solely by Company.  Customer acknowledges that Company may compile Aggregated Data based on Customer Data and may use all Aggregated Data to improve the Platform and Services and Company's other products and services.  Customer agrees that Company may (i) make Aggregated Data publicly available in compliance with applicable Laws, and (ii) use Aggregated Data to the extent and in the manner permitted under applicable Laws; provided that such Aggregated Data does not identify Customer or Customer's Confidential Information.

**Generic Tools.** Prior hereto and/or during the course of providing the Services, Company has and/or will develop certain coding, programming or designing techniques, processes, work flows, architecture, trade secrets, methodology, APIs, functions, applications, knowledge, experience, skills, templates (including for Judges), other know-how and related Intellectual Property Rights, which Company may use on other projects or for other services to third parties as part of the tools of Company's business and that such developments and Intellectual Property Rights shall constitute "**Generic Tools**," so long as, and to the extent that, they do not include any: (i) Customer Data; or (ii) Customer Confidential Information.  For the avoidance of doubt, Generic Tools include Generic Judges. The parties acknowledge and agree that Company's other customers may modify (or request modification of) the Generic Judges in similar manners and nature as Customer and nothing in this Agreement prohibits such activities. Company retains all right, title and interest in and to Generic Tools and associated Intellectual Property Rights as may be made available to Customer under this Agreement.

**Feedback.** If Customer or any of its employees or contractors sends or transmits any communications or materials to Company by mail, email, telephone, or otherwise, suggesting or recommending changes to Company's intellectual property, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (**"Feedback"**), Company is free to use such Feedback irrespective of any other obligation or limitation between the parties governing such Feedback.  Customer hereby assigns to Company on Customer's behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Company 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 Company is not required to use any Feedback.

**FEES AND EXPENSES; PAYMENTS.**

**Fees and Expenses**. Customer shall pay to Company, without offset or deduction, the fees and expenses as determined under any Orders and this Agreement ("**Fees**"). Company reserves the right to increase the Fees under each Order following the Initial Order Term, and each Renewal Order Term thereafter, but must provide notification of such increases at least thirty (30) days prior to the end of the Initial Order Term or then-current Renewal Order Term. Except as otherwise set forth on an Order Form, all such fees shall be due and payable within sixty (60) days after Customer's receipt of an invoice from Company.

**Taxes**. The fees and other amounts payable by Customer to Company do not include any taxes of any jurisdiction that may be assessed or imposed upon the Platform, or otherwise, including sales, use, excise, value added, personal property, export, import and withholding taxes, excluding only taxes based upon Company's net income. Customer shall directly pay any such taxes assessed. Customer shall promptly reimburse Company for any taxes payable or collectable by Company (other than taxes based upon Company's net income). If Customer has provided Company with proof of its tax exempt status, then, in the event that Customer's tax exempt status should become altered, Customer shall be obligated to notify Company immediately of any such modification and Customer shall become liable for all taxes as set forth above. In the event Customer fails to notify Company of any such change, Customer shall be liable for payment of any tax related penalties or interest assessed against Company or Customer as a result of such Customer failure.

**Payment Terms**. Except as otherwise set forth on the Order Form, Company accepts and processes payment (including renewals) from Customer only by automated clearing house (ACH) in accordance with instructions to be provided by Company. If any Customer payment is more than thirty (30) days past due, interest at the rate of twelve percent (12%) per annum (or, if lower, the maximum rate permitted by applicable Laws) shall accrue. Unless otherwise specified in this Agreement, all fees and other amounts paid by Customer under this Agreement are non-refundable. All dollar amounts referred to in this Agreement are in United States Dollars.

**Suspension**. In the event that Customer's account is more than thirty (30) days overdue on any payment for any reason, Company shall have the right, in addition to its remedies under this Agreement or pursuant to applicable Laws, to suspend Customer's access to or use of the Services, without further notice to Customer, until Customer has paid the full balance owed, plus any interest due.

**WARRANTIES AND DISCLAIMERS.**

**Mutual Warranties**. Each party represents and warrants to the other that: (1) this Agreement has been duly executed and delivered and constitutes a binding agreement enforceable against the executing party in accordance with its terms; (2) no authorization or approval from any third party is required in connection with the execution, delivery, or performance of this Agreement by the executing party; and (3) the execution, delivery, and performance of this Agreement by the executing party do not violate the Laws of any jurisdiction or the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.

**Disclaimers.**

**General.**  EXCEPT FOR THE LIMITED WARRANTIES SET FORTH IN THIS SECTION, COMPANY MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE PLATFORM, INTEGRATION TOOLS, DOCUMENTATION, AGGREGATED DATA, INPUTS, OUTPUTS, SERVICES OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY, SATISFACTORY QUALITY, ACCURACY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. THE PLATFORM, DOCUMENTATION, INTEGRATION TOOLS, AND SERVICES ARE PROVIDED "AS IS." COMPANY DOES NOT WARRANT THAT THE PLATFORM, DOCUMENTATION, INTEGRATION TOOLS, OR SERVICES WILL SATISFY CUSTOMER'S REQUIREMENTS, ARE WITHOUT DEFECT OR ERROR, OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED. SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF WARRANTIES. THIS SECTION WILL APPLY TO CUSTOMER SOLELY TO THE EXTENT PERMITTED BY APPLICABLE LAWS.

**Outputs.**  COMPANY MAKES NO WARRANTY OR GUARANTY THAT THE OUTPUTS WILL PROVIDE ACCURATE, TAILORED OR INFORMATIVE RESULTS OR BE FIT FOR THE PARTICULAR PURPOSE OR USE CASE. COMPANY DOES NOT REPRESENT OR WARRANT THAT THE CUSTOMER IS THE LEGAL OWNER OF THE OUTPUT, OR THAT THE INPUTS OR OUTPUTS ARE PROTECTABLE BY ANY INTELLECTUAL PROPERTY RIGHTS, OR THAT THE OUTPUT DOES NOT INCORPORATE, INFRINGE OR MISAPPROPRIATE THE INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS OF ANY THIRD PARTY. CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR CUSTOMER'S USE OF THE PLATFORM AND ANY OUTPUTS RESULTING THEREFROM. CUSTOMER SHOULD EVALUATE THE FITNESS OF ANY OUTPUTS AS APPROPRIATE FOR CUSTOMER'S SPECIFIC USE CASE.

**Connected Accounts**.  Customer acknowledges that Company has no control over, or other ability or obligation with respect to the maintenance, upkeep, status or support of any Connected Accounts or other component thereof, including the accuracy, timeliness, reliability, or completeness of any Connected Account Data.  Company will have no liability with respect to any acts, omissions, reliance, delays, errors or other liabilities arising from or related to any downtime, unavailability, inaccuracies or failures of any Connected Accounts.

**Customer Warranty.**  Customer represents and warrants to Company that: (1) Customer owns the Customer Data, or has the necessary licenses, rights, consents, and permissions to authorize Company to use the Customer Data in accordance with this Agreement; (2) Customer Data and the use of Customer Data as contemplated by this Agreement does not and will not: (a) infringe, violate, or misappropriate any third-party right, including any Intellectual Property Right; (b) slander, defame, libel, or invade the right of privacy, publicity, or other property rights of any other person; or (c) violate, or cause Company to violate, any law or regulation; (d) be deceptive, obscene, pornographic or unlawful; (e) contain any viruses, worms or other malicious computer programming codes intended to damage Company's system or data; and (3) Customer will use the Services and Platform in compliance with the Documentation, any instructions provided by Company, and applicable Laws, rules, and regulations. Company may monitor Customer's use of the Services and may prohibit any use of the Services or Platform it believes may be in violation of the foregoing warranties or applicable Laws.

**LIMITATION OF LIABILITY.**

**Exclusion of Damages.**  EXCEPT WITH RESPECT TO LIABILITY ARISING FROM BREACHES OF CONFIDENTIALITY UNDER SECTION 8, MISAPPROPRIATION BY A PARTY OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS, A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR A PARTY'S INDEMNIFICATION OBLIGATIONS (COLLECTIVELY, "**EXCLUDED LIABILITY**"), NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE ARISING OUT OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO DAMAGES OR COSTS DUE TO LOSS OF PROFITS, BUSINESS INTERRUPTION, OR PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN NOTIFIED OF THE LIKELIHOOD OF SUCH DAMAGES.  SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES. THIS SECTION  WILL APPLY SOLELY TO THE EXTENT PERMITTED BY APPLICABLE LAWS.

**Amount of Damages.**  EXCEPT WITH RESPECT TO EXCLUDED LIABILITY, THE MAXIMUM LIABILITY OF EITHER PARTY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO COMPANY DURING THE TWELVE (12) MONTHS PRECEDING THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY.

**Basis of the Bargain.**  THE PARTIES AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL SURVIVE AND CONTINUE IN FULL FORCE AND EFFECT DESPITE ANY FAILURE OF CONSIDERATION OR OF AN EXCLUSIVE REMEDY.  THE PARTIES ACKNOWLEDGE THAT THE PRICES HAVE BEEN SET AND THE AGREEMENT ENTERED INTO IN RELIANCE UPON THESE LIMITATIONS OF LIABILITY AND THAT ALL SUCH LIMITATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

**CONFIDENTIALITY.**

**Confidential Information.**  During the term of this Agreement, each party (the **"Disclosing Party"**) may provide the other party (the "**Receiving Party**") with certain information regarding the Disclosing Party's business, technology, products, or services or other confidential or proprietary information (collectively, **"Confidential Information"**).  The Disclosing Party will mark all Confidential Information in tangible form as "confidential" or "proprietary" or with a similar legend, and identify all Confidential Information disclosed orally as confidential at the time of disclosure and provide a written summary of such Confidential Information within thirty (30) days after such oral disclosure.  Regardless of whether so marked or identified, the Platform, Documentation, and all enhancements and improvements thereto will be considered Confidential Information of Company.

**Protection of Confidential Information.**  The Receiving Party agrees that it will not use or disclose to any third party any Confidential Information of the Disclosing Party, except as expressly permitted under this Agreement.  The Receiving Party will limit access to the Confidential Information to Authorized Users (with respect to Customer) or other employees or subcontractors who have a need to know, who have confidentiality obligations no less restrictive than those set forth herein, and who have been informed of the confidential nature of such information (with respect to Company).  In addition, the Receiving Party will protect the Disclosing Party's Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own proprietary information of a similar nature, but in no event with less than reasonable care.  At the Disclosing Party's request or upon termination of this Agreement, the Receiving Party will return to the Disclosing Party or destroy (or permanently erase in the case of electronic files) all copies of the Confidential Information that the Receiving Party does not have a continuing right to use under this Agreement, and the Receiving Party shall provide to the Disclosing Party a written affidavit certifying compliance with this sentence.

**Exceptions.**  The confidentiality obligations set forth in this section will not apply to any information that (a) becomes generally available to the public through no fault of the Receiving Party; (b) is lawfully provided to the Receiving Party by a third party free of any confidentiality duties or obligations; (c) was already known to the Receiving Party at the time of disclosure; or (d) the Receiving Party can prove, by clear and convincing evidence, was independently developed by employees and contractors of the Receiving Party who had no access to the Confidential Information.  In addition, the Receiving Party may disclose Confidential Information to the extent that such disclosure is necessary for the Receiving Party to enforce its rights under this Agreement or is required by law or by the order of a court or similar judicial or administrative body, provided that the Receiving Party promptly notifies the Disclosing Party in writing of such required disclosure and cooperates with the Disclosing Party if the Disclosing Party seeks an appropriate protective order.

**INDEMNIFICATION.**

**By Company**. Company will indemnify and hold harmless, at its own expense, Customer from and against any and all threatened third-party claim, proceeding, or suit (each, a "**Claim**"), and pay all liabilities, losses, damages, costs, and other expenses (including attorneys' and expert witnesses' costs and fees), arising out of or relating to an allegation that the Platform, when used by Customer as authorized herein, infringes or misappropriates a third party's patents, copyrights or trade secret rights under applicable Laws of any jurisdiction within the United States of America.  If any portion of the Platform becomes, or in Company's opinion is likely to become, the subject of a claim of infringement, Company may, at Company's option: (a) procure for Client the right to continue using the Platform; (b) replace the infringing Platform (or infringing component) with non-infringing software or services which do not materially impair the functionality of the Platform; (c) modify the Platform so that it becomes non-infringing; or (d) terminate this Agreement and refund any unused prepaid fees for the remainder of the term then in effect, and upon such termination, Customer will immediately cease all use of the Platform and other Services. Notwithstanding the foregoing, Company will have no obligation under this section or otherwise with respect to any infringement claim based upon (i) any use of the Platform not in accordance with this Agreement or as specified in the Documentation; (ii) any use of the Platform in combination with other products, equipment, software or data not supplied by Company; or (iii) any modification of the Platform by any person other than Company or its authorized agents. This section states the sole and exclusive remedy of Customer and the entire liability of Company, or any of the officers, directors, employees, shareholders, contractors or representatives of the foregoing, for infringement claims and actions.

**By Customer.**  Customer will indemnify and hold harmless, at its own expense, Company and its affiliates, employees, directors, and agents from and against any and all Claims, and pay all liabilities, losses, damages costs and other expenses (including attorneys' and expert witnesses' costs and fees) arising out of or relating to (a) Customer's breach or alleged breach of Sections 3.1 and/or 6.4; (b) any agreement between Customer and a Connected Account or Customer; or (c) Customer's use of the Outputs.

**Procedure.**  The indemnifying party's obligations as set forth above are expressly conditioned upon each of the foregoing: (a) the indemnifying party shall promptly notify the indemnified party in writing of any threatened or actual claim or suit; (b) the indemnifying party shall have sole control of the defense or settlement of any claim or suit; and (c) the indemnified party shall cooperate with the indemnifying party to facilitate the settlement or defense of any claim or suit.  The indemnified party shall not agree to settle any such claim without the indemnifying party's express prior written consent. The indemnified party may participate in the defense of the Claim at its own expense and with counsel of its own choosing, but the indemnifying party will have sole control over the defense of the Claim.

**TERM AND TERMINATION.**

**Term.**  This term of this Agreement will commence on the Effective Date and will continue in full force and effect, unless earlier terminated in accordance with the Agreement.  Unless otherwise stated in the applicable Order Form, the Order Term will continue in full force and effect for one (1) year ("**Initial Order Term**"), unless earlier terminated in accordance with the Agreement.  Thereafter, the Order Form will automatically renew for additional terms of one (1) year (each, a "**Renewal Order Term**"), unless either party gives written notice of non-renewal to the other party no later than ninety (90) days prior to the expiration of the then-current Initial Order Term or Renewal Order Term.

**Termination if No Outstanding Orders.** If there are no outstanding Order Forms, either party may terminate this Agreement for any reason upon thirty (30) days' prior written notice to the other. Neither party may terminate an Order once it has been executed, other than by mutual consent or termination of this Agreement for material breach as set forth below.

**Termination for Breach.** Either party may terminate this Agreement or any Order immediately upon notice to the other party if the other party materially breaches this Agreement or the applicable Order, and such breach remains uncured more than thirty (30) days after receipt of written notice of such breach.

**Effect of Termination.** Expiration or termination of this Agreement will automatically terminate all active Orders, but termination of a single Order will not result in termination of this Agreement or any other Orders. Upon the expiration or termination of this Agreement or an Order all rights and licenses granted by Company to Customer under this Agreement or the applicable Order will terminate. Either party's termination of this Agreement is without prejudice to any other remedies it may have at law or in equity, and does not relieve either party of breaches occurring prior to the effective date of termination. Neither party will be liable to the other for damages arising solely as a result of terminating this Agreement in accordance with its terms.

**Post-Termination Obligations.** Unless Customer terminates this Agreement for material breach, if this Agreement expires or is terminated: (1) Company will not refund Customer any Fees paid in advance of such expiration or termination, including pre-paid Fees; and (2) within ten days after such expiration or termination, Customer shall pay Company all remaining Fees set forth under any terminated Order Forms so that Company is paid the full annual amount agreed to at the commencement of such Order Term (as if the Order Term had run its full course). Within 30 days of the termination or expiration of this Agreement, Customer shall (i) cease all use of the applicable Services, (ii) permanently delete the Platform from the Customer Environment and any other applicable Services using secure deletion methods in accordance with industry practices (subject to any legally required data retention obligations of which Company is notified in writing and provided that the Platform continues to remain subject to confidentiality obligations under the Agreement, as applicable, or for any ongoing legal proceedings), and (iii) where requested by Company, provide written certification of such deletion to Company signed by appropriately qualified officer of the Customer. The sections and subsections titled *Definitions, Customer Restrictions and Responsibilities, Warranties and Disclaimers, Limitation of Liability, Confidentiality, **Indemnification, Effect of Termination*, *Post-Termination Obligations* and *Miscellaneous* will survive expiration or termination of this Agreement for any reason.

**MISCELLANEOUS.**

**Governing Law.** This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of [<mark>Delaware</mark>], without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction.

**Dispute Resolution.**

For any dispute between Customer and Company, Customer agrees to first contact Company at <mark>[Company Email Address]</mark> and to attempt to resolve the claim with Company informally.  In the unlikely event that Company has not been able to resolve a claim it has with Customer within sixty (60) days, the parties each agree to resolve such claim exclusively through binding arbitration by the American Arbitration Association ("**AAA**") before a single arbitrator (the "**Arbitrator**"), under the Expedited Procedures then in effect for AAA (the "**Rules**"), except as otherwise provided herein, or as otherwise determined by the Arbitrator.  In the event of any conflict between the Rules and this Arbitration Agreement, this Arbitration Agreement will control.  AAA may be contacted at www.adr.org, where the Rules are also available.  The arbitration will be conducted in [<mark>New Castle County, Delaware</mark>], unless the parties agree otherwise.  Each party will be responsible for paying any AAA filing and administrative and Arbitrator fees in accordance with the Rules, and the award rendered by the Arbitrator will include costs of arbitration, reasonable attorneys' fees, and reasonable costs for expert and other witnesses.  Any judgment on the award rendered by the Arbitrator may be entered in any court of competent jurisdiction.  The parties agree that the Arbitrator, and not any federal, state, or local court or agency, will have exclusive authority to resolve any disputes relating to the scope, interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable, or relating to any defense to arbitration, including waiver, delay, laches, unconscionability, or estoppel.  The Arbitrator will also be responsible for determining all Company arbitrability issues, including issues relating to contract formation and whether the Agreement, or any provision of the Agreement, are unconscionable or illusory.

Notwithstanding anything to the contrary, nothing in this Arbitration Agreement will be construed to prevent Company from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of its data security, Intellectual Property Rights, or other proprietary rights; or as preventing Customer from asserting claims in a small claims court, provided that Customer's claims qualify and so long as the matter remains in such court and advances on only an individual (non-class, non-representative) basis.

**Severability.** If any provision of this Agreement or a portion of a provision is held to be invalid, illegal, or unenforceable, the rest of this Agreement will remain enforceable.

**Waiver.**  Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

**Remedies.**  Except as provided in the subsection and section titled *Indemnification*, the parties' rights and remedies under this Agreement are cumulative. Customer acknowledges that the Services, Platform, Integration Tools, and Documentation contain valuable trade secrets and proprietary information of Company, that any actual or threatened breach of the sections titled *Ownership* or *Confidentiality* or any other breach by Customer of its obligations with respect to Intellectual Property Rights of Company will constitute immediate, irreparable harm to Company for which monetary damages would be an inadequate remedy.  In such case, Company will be entitled to seek immediate injunctive relief or other equitable relief without the requirement of posting bond, including an order that any Platform, Documentation, Integration Tools, or any portions thereof, that Customer attempts to import into any country or territory be seized, impounded and destroyed by customs officials.  If any legal action is brought to enforce this Agreement, the prevailing party will be entitled to receive its attorneys' fees, court costs, and other collection expenses, in addition to any other relief it may receive.

**No Assignment.** Neither party shall assign, subcontract, delegate, or otherwise transfer this Agreement, or its rights and obligations herein, without obtaining the prior written consent of Company, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void; provided, however, that either party may assign this Agreement to an affiliate or in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or other operation of law, without any consent of the other party.  This Agreement shall inure to the benefit of each party's permitted successors and assigns.

**Publicity**. Company may publicly list Customer as a customer of Company and, subject to Customer's brand guidelines, use Customer's trademark, trade name, and logo solely for marketing or promotional purposes.

**Force Majeure.**  Any delay in the performance of any duties or obligations of either party (except the payment of money owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, pandemic, epidemic, quarantine, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible.

**Relationship of the Parties.** Customer's relationship to Company is that of an independent contractor, and neither party is an agent or partner of the other. Customer will not have, and will not represent to any third party that it has, any authority to act on behalf of Company.

**Notices.**  All notices required or permitted under this agreement must be delivered in writing, if to Company, by emailing <mark>[Company Email Address]</mark>, and if to Customer, by emailing the e-mail address set forth on the Order Form, provided, however, that with respect to any notices relating to breaches of this agreement or termination, a copy of such notice will also be sent in writing to the other party at the address listed on the signature page of this Agreement by courier, by certified or registered mail (postage prepaid and return receipt requested), or by a nationally-recognized express mail service.  Each party may change its email address and/or address for receipt of notice by giving notice of such change to the other party.

**Precedence.** To the extent that a conflict arises between the terms and conditions of an Order Form and the terms of this Agreement, the terms and conditions of this Agreement will govern, except to the extent that the Order Form, expressly states that it supersedes specific language in the Agreement.  

**Counterparts.** This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. A signed copy of this Agreement delivered by email, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

**Entire Agreement.** This Agreement (including the DPA, Order Form(s) and any supplemental terms) is the final, complete and exclusive agreement of the parties with respect to the subject matters hereof and supersedes and merges all prior discussions between the parties with respect to such subject matters. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter the terms of the Agreement. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by an authorized signatory of Customer and Company.

[*The remainder of this page is intentionally left blank; signature page follows.*]

**IN WITNESS WHEREOF**, the parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

<mark>[Company]</mark>		<mark>[Customer]</mark>

By:	_________		By:		

Name:  		Name: 	

Title:			Title:

Address: 	           Address:

_

**Exhibit A**

**Order Form #1**

| [Company] Address:  Email Address: | Order Form For: _______________ Valid Through: _______________ |
| --- | --- |

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**Signature Block**

- Billing Information
- Bill To:
- Billing Customer Name: ____________________
- Billing Contact Name: ____________________
- Billing Email Address: ____________________

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**Terms and Conditions**

| Anticipated Start Date: | Payment Method: |
| --- | --- |
|  | Payment Term: Net 60 |
| Initial Term: 12 months Renewal Term: 12 months | Billing Method: Email Billing Frequency: Monthly |

**Services**

| Services | Restrictions | Fees |
| --- | --- | --- |
|  |  | $______________ |

<mark>[Additional User Tiers. Additional Authorized Users are available in blocks of [User Number]. The first additional block of [User Number] Authorized Users shall be priced at $___________ per annum, and each subsequent block of [User Number] Authorized Users shall be priced at $_________ per annum (in each case, prorated for any partial year). Customer shall promptly notify Company upon exceeding any user tier threshold, and Company shall issue an updated invoice reflecting the applicable tier.]</mark>

Prices shown above do not include any taxes that may apply. Any such taxes are the responsibility of the Customer. This is not an invoice. For customers based in the United States, any applicable taxes will be determined based on the laws and regulations of the taxing authority(ies) governing the "Bill To" location provided by Customer on this Order Form.

This Order Form (the "**Order Form**") is entered into by and between the company identified in the signature line below ("**Company**") and the customer identified in the signature line  below ("**Customer**") and is subject to the Master Services Agreement entered into by the parties concurrently herewith (the "**MSA**," and, together with this Order Form and any attached exhibits or schedules, and the supplemental terms referenced in Exhibit B, the "**Agreement**"). Capitalized terms used, but not defined in this Order Form have the meaning set forth in the MSA.

Upon signature by both parties, this Order Form shall become legally binding. Subscriptions are non-cancelable before the end of the Initial Order Term or Renewal Order Term.

[*The remainder of this page is intentionally left blank; signature page follows.*]
**Customer: <mark>________________________________</mark>** **Company: <mark>_____________________________</mark>**

**By:			 By:**

**Name:		     Name:**

**Title:		 Title:**

**Date:			 Date:**

**Exhibit B**
**Customer Supplemental Terms**
The Customer Supplemental Terms shall consist of the <mark>[Rider to Form]</mark> entered between Company and Customer, which is incorporated herein by reference.

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