Master Services Agreement

This Master Services Agreement (“MSA”) permits Customer (as identified above) to purchase access to the engineering and SaaS services provided by Action Intelligence, Inc. (“Action Intelligence”) – all as set forth in an order form or other ordering document executed by the parties (each an “Order Form”). As applicable, Professional Services (defined below) will be as described in one or more Statements of Work (each, an “SOW”). This Agreement sets forth the terms and conditions under which those services and products will be procured and used. This Agreement shall govern Customer’s initial purchase as well as any future purchases made by Customer which reference this Agreement. The MSA along with all Order Forms and SOWs (and any other documents) that incorporate and reference this MSA are collectively referred to as the “Agreement”). Agreement includes any and all SOW executed by the parties.

Accepted and agreed to as of the date(s) executed below by the authorized representative of each party:

1.The Services

1.1 Software Platform Services. Subject to Customer’s compliance with this Agreement, Action Intelligence grants Customer a non-sublicensable, non-transferrable (except with an assignment of this Agreement as authorized herein), nonexclusive, limited right to, during the Term, access and use the hosted services described in one or more Order Forms (collectively, the “Service”) solely for Customer’s internal business purposes. Customer may permit its Authorized Users and any Affiliate (each as defined below) to access and use the Service, provided that Customer shall be responsible for their acts and omissions as if they were Customer’s own. As used herein, the Agents (as hosted by Action Intelligence) will be deemed part of the “Service”.

1.2 Professional Services. Action Intelligence will provide services to configure the Service for Customer’s use, including deployment of artificial intelligence agents (collectively, “Agents”) as set forth in one or more Statements of Work SOW (“Professional Services”).

1.3 General Restrictions. Customer will not (and will not allow any third party to): (i) reverse engineer or decompile the Service, (ii) modify or create derivatives of the Service, (iii) use the Service or any Output (as defined in Section 3) to help develop any competing products or services, (iv) use the Output to train artificial intelligence models, except as expressly approved by Action Intelligence in writing; (v) publicly publish benchmarks or performance information about the Service; or (v) access or use the use the Service or Output for High-Risk Activities; (vi) share Service access credentials with, or permit Service access by, any person who is not an Authorized User; (vii) circumvent or exceed any usage limit, seat count, or other technical restriction of the Service; (viii) use the Service on a service bureau, hosting, or timesharing basis for the benefit of any third party; or (ix) upload to or process through the Service any data that Customer is prohibited from processing under Section 6.3. A “High Risk Activity” means an activity where use or failure of the Service could lead to death, personal injury, or environmental damage, including life support systems, emergency services, nuclear facilities, autonomous vehicles, or air traffic control.

1.4 Service Levels and Support. With respect to the Service, Action Intelligence will comply with the service levels, and provide support services, as set out in Exhibit A attached here.

1.5 Feedback. Notwithstanding anything else, Customer grants Action Intelligence a perpetual, irrevocable, royalty free, paid-up, sub-licensable, right and license to use, display, reproduce, distribute and otherwise exploit Feedback for any purpose in connection with Action Intelligence’s own products and services. Action Intelligence agrees that (i) Customer does not have to provide Feedback, and (ii) all Feedback is provided “AS IS”. “Feedback” means all suggestions for improvement or enhancement, recommendations, comments, opinions or other feedback provided by Customer (whether in oral, electronic or written form) to Action Intelligence for the Service.

1.6 Authorized Users; Affiliates. “Authorized User” means an employee or contractor of Customer or of an Affiliate of Customer whom Customer authorizes to use the Service, including any individual who interacts with the Service through a messaging platform, ticketing system, or other connected channel. “Affiliate” means an entity that controls, is controlled by, or is under common control with a party. Customer is responsible for all activity conducted through its accounts, for maintaining the confidentiality of all access credentials, and for promptly notifying Action Intelligence of any suspected unauthorized access.

1.7 Third-Party Applications. The Service may interoperate with third-party products, services, and systems that Customer authorizes, including messaging platforms, ticketing systems, identity providers, code repositories, calendars, and knowledge sources (each, a “Third-Party Application”). Customer’s use of a Third-Party Application is governed by Customer’s agreement with its provider. Customer authorizes Action Intelligence to access, retrieve data from, and write data to each Third-Party Application that Customer connects, using the authorization scopes Customer grants. Action Intelligence does not warrant, and is not responsible for, any Third-Party Application, including its availability, security, or changes to its interfaces, and is not liable for any act or omission of a Third-Party Application provider.

1.8 Customer-Authorized Credentialed Actions. Where Customer directs Action Intelligence to perform an action against a third-party system using credentials supplied or provisioned by Customer rather than through an authorized application programming interface (each, a “Credentialed Action”), this Section 1.8 applies. Customer authorizes and instructs Action Intelligence to perform each Credentialed Action on Customer’s behalf. Customer represents and warrants that it has the right to grant that authorization, that the credentials are Customer’s or its Affiliate’s to use, and that the Credentialed Action does not violate the terms of service, acceptable use policy, or credential-sharing restrictions of the third-party system. Customer is responsible for the consequences of each Credentialed Action, including any change to Customer’s license counts, entitlements, or charges under its agreements with third parties, and for any suspension, termination, or enforcement action taken by a third-party provider. The disclaimer in Section 1.7 does not extend to Action Intelligence’s own conduct in performing a Credentialed Action, and nothing in Section 1.7 limits this Section 1.8.

1.9 Suspension. Action Intelligence may suspend Customer’s or any Authorized User’s access to the Service, in whole or in part, if Action Intelligence reasonably determines that continued access presents a security risk to the Service, to Action Intelligence, or to any third party, or that Customer has breached Section 1.3. Action Intelligence will give Customer notice before suspension where practicable and will restore access promptly once the cause is resolved. Suspension under this Section 1.9 does not relieve Customer of its payment obligations, and Section 4.2 governs suspension for non-payment.

2.Data

2.1 “Customer Data” means all data provided by Customer or its systems or providers to Action Intelligence. As between the parties, Customer shall retain all right, title and interest in the Customer Data. Customer Data is Customer’s Confidential Information under Section 8.

2.2 License of Data. Subject to the terms of this Agreement, Customer hereby grants to Action Intelligence a non-exclusive, worldwide, royalty-free right to use the Customer Data to the extent necessary to provide, maintain, secure, and support the Service for Customer, and to generate Generalized Learnings in accordance with Section 3. Action Intelligence will not use the Customer Data to train any artificial intelligence models used for other customers. Customer represents and warrants that (i) it has all rights and authorization to provide the Customer Data, and (ii) Customer’s provision, use and maintenance of Customer Data complies with all laws, regulations and third-party rights.

2.3 Security. Action Intelligence will implement and maintain an industry-standard information security program with administrative, physical, and technical safeguards designed to protect the integrity of Customer Data.

2.4 Security Incident Notification. Action Intelligence will notify Customer without undue delay, and in any event within seventy-two (72) hours, after Action Intelligence confirms a Security Incident affecting Customer Data, and will provide the information then reasonably available regarding the incident and the steps taken to remediate it. “Security Incident” means a confirmed breach of Action Intelligence’s security leading to the accidental or unlawful destruction, loss, alteration, or unauthorized disclosure of or access to Customer Data. Notice under this Section 2.4 is not an acknowledgment of fault or liability.

3.Intellectual Property

“Output” means the content, responses, records, and other materials generated by the Service or the Agents for Customer in the course of Customer’s permitted use, excluding the Service itself and Platform IP. As between the parties, Customer owns all right, title, and interest in the Output and in Customer Configurations, and Action Intelligence hereby assigns to Customer any right, title, and interest Action Intelligence may have in the Output.

“Platform IP” means the Service, the Agents, the underlying software, models, model configurations, system prompts, evaluation methods, and Workflow templates made available through the Service, together with all improvements to any of the foregoing. Action Intelligence owns all right, title, and interest in Platform IP. No other intellectual property rights are assigned or transferred by either party in connection with this Agreement.

“Generalized Learnings” means non-identifying patterns, know-how, techniques, model configurations, system prompts, evaluation records, and Workflow Structure observed or developed by Action Intelligence in the course of providing the Service. Generalized Learnings exclude Customer Data and Customer Configurations and do not identify, and are not reasonably attributable to, Customer, any Affiliate of Customer, or any individual. Action Intelligence owns and may use Generalized Learnings for any purpose, including operating and improving the Service, refining system prompts and evaluation records, and developing Workflow templates made available to other customers. Action Intelligence will not make available to any third party any Workflow, template, evaluation record, or other artifact that contains Customer Data or Customer Configurations.

CUSTOMER ACKNOWLEDGES THAT ALL OUTPUT FROM ARTIFICIAL INTELLIGENCE MODELS AND SYSTEMS (“AI OUTPUT”) IS BASED ON CUSTOMER INPUTS, PROMPTS, INSTRUCTIONS, CONTENT, AND/OR INFORMATION BEING PROCESSED VIA ARTIFICIAL INTELLIGENCE MODELS, WHETHER PROVIDED BY ACTION INTELLIGENCE OR BY THIRD PARTIES, AND, AS SUCH, NOTWITHSTANDING ANYTHING IN THE AGREEMENT TO THE CONTRARY IN THE AGREEMENT, ACTION INTELLIGENCE MAKES NO WARRANTIES OF ANY KIND WITH RESPECT TO ANY AI OUTPUT AND WILL HAVE NO LIABILITY FOR USE OR RELIANCE THEREON.

4.Fees; Payment

4.1 Fees; Payment. All fees are as set forth in the applicable Order Form and/or SOW (as applicable and are payable in advance (other than any usage overage). Fees must be paid within thirty (30) days of Customer’s receipt of Action Intelligence’s invoice, unless otherwise specified in the applicable Order Form and/or SOW. If Customer disagrees with an invoice, it must notify Action Intelligence within thirty (30) days from receipt of the invoice, or the invoice is deemed final. Action Intelligence’s fees are exclusive of all taxes and other governmental assessments. Customer is responsible for all of the foregoing, other than taxes based on the income of Action Intelligence. Except as expressly set out herein, all fees are non-cancellable and non-refundable. Where an SOW provides that infrastructure, compute, or artificial intelligence model costs are passed through to Customer, those amounts (“Variable Infrastructure Costs”) will be invoiced at Action Intelligence’s actual cost, with reasonable supporting detail provided on Customer’s request.

4.2 Late Payments. In the event of late payments, Customer agrees to pay interest at the rate of 1.5% per month (or the maximum rate permitted by applicable law, whichever is less) (plus all costs of collection). If Customer’s account is thirty (30) days or more overdue, in addition to any of its other rights or remedies, Action Intelligence reserves the right to suspend Customer’s access to the Service, on five (5) days email notice, without liability to Customer until such amounts are paid in full.

5.Term and Termination

5.1 Term. This Agreement will begin on the Effective Date (as identified in the initial Order Form) and will remain in effect for so long as any Order Form remains in effect (“Term”).

5.2 Termination. Either party may terminate this Agreement if the other party (a) fails to cure any material breach of this Agreement within thirty (30) days after written notice (such notice must contain sufficient detail as to the nature of the breach and expressly state the intent to terminate) (email notice is sufficient in the case of non-payment); (b) ceases operation without a successor; or (c) seeks protection under, or is subject to, any bankruptcy, receivership or comparable proceeding. For clarity, termination of this Agreement will automatically terminate all SOWs.

5.3 Effect of Termination. Upon any expiration or termination of this Agreement, (i) Customer shall immediately cease any and all use of and access to the Service and (ii) Action Intelligence will make available to Customer one export of the Customer Data then held in the active production environment of the Service and reasonably capable of extraction, in commonly used machine-readable formats and by encrypted transfer. Action Intelligence will delete Customer Data from the active production environment within thirty (30) days after expiration or termination, and from isolated backups and security and operational logs within ninety (90) days thereafter. This Section 5.3 does not require Action Intelligence to return or delete Generalized Learnings, aggregated or de-identified data that does not identify Customer, platform credentials or secrets, proprietary system prompts or model instructions, embeddings, vector indexes, caches or other derived technical data, or records Action Intelligence is required to retain by law. In the event this Agreement is terminated by Customer for Action Intelligence’s uncured breach as authorized in Section 5.2, or is terminated pursuant to Section 7, Action Intelligence will promptly refund to Customer all fees paid in advance for the remainder of the term. In the event of any other termination, all fees that but for termination would otherwise have been due for the full term of all SOWs (as if no termination had occurred) will be non-cancellable and non-refundable (and, if not already paid, will become promptly due).

5.4 Survival. The terms of this MSA that by their nature should survive any expiration or termination of this Agreement shall survive such expiration or termination.

6.Warr Anties; Disclaimer; Limitation of Liabilities

6.1 Mutual Warranties. Each party represents and warrants that (i) it has all right, power, and authority to execute this Agreement and perform hereunder, (ii) its activities in connection with this Agreement will not violate any laws or regulations, and (iii) its performance will not conflict with an obligations it has to any third party.

6.2 Action Intelligence Warranties. Action Intelligence warrants, for Customer’s benefit only, that the the Service and all Professional Services will be provided in a professional and workmanlike manner. Subject to the service levels in Exhibit A, Action Intelligence does not warrant that Customer’s use of the Service will be uninterrupted or error-free. Without limiting Customer’s rights in Section 5.2 above, in the event of any breach of Sections 6.2(i) or 6.2(ii) Action Intelligence will use commercially reasonable efforts to (respectively) (a) promptly reperform the Professional Services or (b) provide Customer with a Service error correction or work-around that corrects the non-conformity in accordance with the support terms in Exhibit A.

6.3 Customer Warranties. Customer represents and warrants that it will not use the Agents for: (i) any activity that may involve personal injury or illegal activity, (ii) for collecting or otherwise processing any data that may require Action Intelligence to comply with the Health Insurance Portability and Accountability Act or other healthcare related laws or regulations, (iii) for targeting groups of individuals based on ethnicity, political preferences, sexual identifiers, religion, skin color, nationality or similar features, or any other illegal category, (iv) as a factor in establishing a consumer’s eligibility for credit, (iv) as a factor in establishing a consumer’s eligibility for insurance, (v) as a factor in establishing an individual’s eligibility for employment, promotion, reassignment, or retention in a manner that would cause the Service or any Output to constitute a consumer report, (vi) in connection with a determination of an individual’s eligibility for a license or other benefit granted by a governmental authority, or (vii) in any other manner that would cause the Service or any Output to constitute a consumer report, or Action Intelligence to be a consumer reporting agency, as defined by the Fair Credit Reporting Act, 15 U.S.C. §1681 et seq. For clarity, Customer’s ordinary use of the Service to receive, route, and resolve employee requests, and to provision and deprovision access, is permitted. Customer further represents and warrants that it has provided all notices and obtained all authorizations, consents, and works council or other employee representative clearances required for Action Intelligence to process Customer Data as contemplated by this Agreement, and that it has a lawful basis for that processing.

6.4 Disclaimer. EXCEPT FOR THE LIMITED WARRANTY IN SECTION 6.2, THE PROFESSIONAL SERVICES, THE SERVICE, ALL OUTPUT, ALL BETA FEATURES, AND ALL THIRD-PARTY APPLICATIONS ARE PROVIDED “AS IS” AND ACTION INTELLIGENCE DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

6.5 Limitation on Liability. NEITHER PARTY SHALL BE LIABLE, UNDER ANY LEGAL OR EQUITABLE THEORY OF LAW, WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT FOR ANY (I) INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS, LOST REVENUE, LOST OR CORRUPTED DATA, LOSS OF GOODWILL, COST OF SUBSTITUTE OR REPLACEMENT SERVICES, AND ANY FAILURE OF SECURITY MECHANISMS), EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE, OR (II) AMOUNTS IN THE AGGREGATE IN EXCESS OF THE FEES PAID BY CUSTOMER TO ACTION INTELLIGENCE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, EXCLUDING ANY VARIABLE INFRASTRUCTURE COSTS (OR, IF NO AMOUNTS HAVE BEEN PAID, SUCH AMOUNT SHALL BE US$10,000.00) (“STANDARD CAP”). NOTWITHSTANDING THE FOREGOING, THE LIMITATIONS ABOVE WILL NOT APPLY TO ACTION INTELLIGENCE’S INDEMNITY OBLIGATIONS WITH RESPECT TO THE INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS (ONLY), EITHER PARTY’S GROSSLY NEGLIGENT OR WILLFUL BREACH OF SECTION 8, OR CUSTOMER’S BREACH OF SECTION 1.1, SECTION 1.3, OR SECTION 6.3. FOR ALL OTHER INDEMNITY OBLIGATIONS, AND FOR ANY CLAIM ARISING OUT OF ACTION INTELLIGENCE’S BREACH OF SECTION 2.3 OR SECTION 2.4, THE STANDARD CAP WILL BE MULTIPLIED BY TWO (2).

6.6 Customer-Configured Workflows. Customer is responsible for each Workflow that operates in its environment and for the consequences of that Workflow’s execution against Customer’s systems and any Third Party Application, including provisioning, deprovisioning, account changes, and other write actions. The warranty in Section 6.2 applies to the Service as delivered by Action Intelligence and does not apply to the design, logic, or business rules of any Workflow, to any Customer Configuration, or to any result produced by a Workflow executing as configured or approved by Customer. Customer will maintain human review appropriate to the sensitivity and reversibility of the actions each Workflow performs, and will not rely on the Service as the sole control over any action that materially affects an individual’s access, entitlements, or employment.

6.7 Model Dependency. The Service depends on artificial intelligence models and related services provided by third parties. Those providers may change, deprecate, restrict, reprice, or discontinue their models and services, and may experience outages, in each case outside Action Intelligence’s control. Action Intelligence may substitute a model of substantially similar capability. The service levels in Exhibit A do not apply to the extent a failure results from an act, omission, outage, or change by a model provider or other Third Party Application provider.

6.8 Workflows; Customer Configurations. “Workflow” means an automation, agent, or other configured process that executes within the Service. “Customer Configurations” means the customer-specific values, parameters, credentials, identifiers, approval assignments, routing rules, and business rules configured by or for Customer within a Workflow. “Workflow Structure” means the activity types, sequencing, conditional logic, branching, and error handling of a Workflow, excluding Customer Configurations. Customer is responsible for the design, testing, approval, and authorization of each Workflow that operates in its environment, including a Workflow authored by Action Intelligence personnel at Customer’s direction, and for the level of human review appropriate to the actions that Workflow performs.

7.Indemnification

7.1 By Action Intelligence. Action Intelligence shall indemnify and hold harmless Customer from and against any third-party claim, action, or suit that the technology platform used by Action Intelligence to power the Service (as provided by Action Intelligence) infringes any third-party intellectual property rights provided that Customer provides Action Intelligence with: (i) written notice of such claim promptly after Customer becomes aware of it, provided that a failure to give prompt notice relieves Action Intelligence of its obligations only to the extent Action Intelligence is actually prejudiced by the delay; (ii) sole control of all defense and settlement activities; and (iii) all reasonable necessary cooperation of Customer. If Customer’s use of the Service is, or in Action Intelligence’s opinion is likely to be, enjoined due to the type of infringement specified above, or if required by settlement, Action Intelligence may, in its sole discretion: (a) substitute substantially functionally similar products or services; (b) procure for Customer the right to continue using the Service; or if (a) and (b) are commercially impracticable, (c) terminate the Agreement on ten (10) days’ notice and Action Intelligence will promptly issue a refund to Customer as set out in Section 5.3. The foregoing indemnification obligation of Action Intelligence shall not apply: (1) with respect to any Output (as defined in Section 3); (2) third-party artificial intelligence models or any Third Party Application; (3) any Workflow, Customer Configuration, or Credentialed Action; (4) if the Service is modified by any party other than Action Intelligence, but solely to the extent the alleged infringement is caused by such modification; (5) if the Service is combined with other services or processes not authorized by Action Intelligence, but solely to the extent the alleged infringement is caused by such combination; (6) to any unauthorized use of the Service; or (7) any issues arising as a result of Customer Data, Customer’s inputs or specifications or requirements or instructions, or any third-party deliverables or components contained within the Service. This Section 7.1 states Action Intelligence’s entire liability, and Customer’s sole and exclusive remedy, for any indemnified claim as described above.

7.2 By Customer. Customer shall indemnify and hold harmless Action Intelligence from and against any third-party claim, action, or suit arising in connection with (a) Customer’s breach of Section 1.3 or Section 6.3, (b) Customer Data or Customer Configurations, or (c) any Workflow or Credentialed Action that Customer authorized or approved; provided that Action Intelligence provides Customer with: (i) written notice of such claim promptly after Action Intelligence becomes aware of it, provided that a failure to give prompt notice relieves Customer of its obligations only to the extent Customer is actually prejudiced by the delay; (ii) sole control of all defense and settlement activities; and (iii) all reasonable necessary cooperation of Action Intelligence.

8.Confidential Information

Each party agrees that all business and technical information it obtains (“Receiving Party”) from the disclosing party (“Disclosing Party”) constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The terms of this Agreement and any SOW will be each party’s Confidential Information (but either party may disclose the foregoing to its advisors and potential investors and acquirers). Except as expressly authorized herein, the Receiving Party will, using at least the same degree of care it uses to protect its own confidential information of like importance and in no event less than reasonable care, hold in confidence and not use or disclose any Confidential Information. The Receiving Party may disclose Confidential Information to its employees, contractors, advisors, and Affiliates who have a need to know it for purposes of this Agreement and who are bound by confidentiality obligations no less protective than this Section 8, and the Receiving Party remains responsible for their compliance. Feedback and Generalized Learnings are not Confidential Information of Customer. The obligations in this Section 8 continue for three (3) years after disclosure, except that they continue for so long as the information remains a trade secret in the case of trade secrets, and for so long as Action Intelligence retains it in the case of Customer Data. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is independently developed by the Receiving Party without use of or reference to the Confidential Information; or (iv) is rightfully received from a third party without restriction on disclosure. If required to be disclosed by law, the Receiving Party will, to the extent legally permitted, promptly notify the Disclosing Party and use reasonable efforts to limit the disclosure, and may disclose the Confidential Information to the extent required. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief (without the posting of a bond or similar instrument) in addition to whatever other remedies it might have at law.

9.Logo Use

Customer agrees that Action Intelligence may use Customer’s name and logo on Action Intelligence’s web site and in Action Intelligence promotional materials as part of a general list of customers. Any other marketing or promotion use is subject to Customer’s written approval (email is sufficient).

10.General Terms

10.1 Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assignees. Neither party may assign this Agreement except upon the advance written consent of the other party, except that either party may assign this Agreement in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of such party’s assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section 10.1 will be null and void.

10.2 Force Majeure. Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, pandemic, riot, natural disaster, failure or diminishment of telecommunications, or refusal of a license by a government agency. Without limiting the foregoing, the acts or omissions of any third party artificial intelligence model provider will not be deemed within the control of Action Intelligence. If a force majeure event prevents a party’s performance hereunder for more than thirty (30) days, the other party may terminate this Agreement on written notice.

10.3 Governing Law; Jurisdiction and Venue. This Agreement shall be governed by the laws of the State of California and the United States without regard to conflicts of law provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court), any dispute arising under this Agreement shall be finally settled in accordance with the Rules of the Judicial Arbitration and Mediation Service (“JAMS”) in accordance with such Rules. To the extent the JAMS streamlined rules are available – they shall apply. The arbitration shall take place in Santa Clara, California, in the English language and the arbitral decision may be enforced in any court. To the extent a claim cannot legally be arbitrated (as determined by an arbitrator), the jurisdiction and venue for actions related to the subject matter hereof shall be the state and United States federal courts located in Santa Clara County, California and both parties hereby submit to the personal jurisdiction of such courts.

10.4 Notice. Any notice or communication required or permitted under this Agreement shall be in writing to the parties at the addresses set forth on the first page of this Agreement, an SOW, or at such other address as may be given in writing by either party to the other in accordance with this Section and shall be deemed to have been received by the addressee: (i) if given by hand, immediately upon receipt; (ii) if given by overnight courier service, the first business day following dispatch or (iii) if given by registered or certified mail, postage prepaid and return receipt requested, the second business day after such notice is deposited in the mail. But notices for late payment, and notifications regarding non-legal matters, may be sent by either party via email (or by Action Intelligence via account notification). In addition, any legal notices to Action Intelligence must be delivered to legal@action.so (but, notwithstanding earlier receipt via email, legal notices will be deemed received when the physical notice is received as set forth in preceding sentence).

10.5 Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. In the event this MSA conflicts with the terms of any Order Form or SOW, the Order Form or SOW will control, unless expressly provided otherwise. This Agreement may only be amended or waived in a writing executed by both parties. Any additional or different terms or conditions contained in any Customer document, such as a web link to Customer’s online terms contained in a Customer purchase order, are void even if the document is accepted by, or performed on by, Action Intelligence. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that this Agreement shall otherwise remain in effect. This Agreement may be executed electronically and in counterparts (such as via DocuSign).

10.6 Insurance. During the term of each SOW, Action Intelligence will maintain, with insurers of recognized responsibility, commercial general liability, technology errors and omissions, and cyber liability insurance in amounts consistent with the nature and scale of the Service. Action Intelligence will provide a certificate of insurance on Customer’s written request. Action Intelligence’s maintenance of insurance does not increase, and is no evidence of, any limit of liability under Section 6.5.

10.7 Export Control and Sanctions. Each party will comply with applicable export control, economic sanctions, and anti-corruption laws. Customer represents that it is not located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive sanctions, that it is not a person with whom dealings are prohibited under those laws, and that it will not make the Service available to any such person or for any prohibited end use.

10.8 Miscellaneous. The parties are independent contractors, and nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship. There are no third-party beneficiaries of this Agreement. A party’s failure to enforce any provision is not a waiver of that provision or of any other provision. Section headings are for convenience only and do not affect the interpretation of this Agreement.