This Master Services Agreement ("Agreement") is by and between Outbound AI, Inc. ("Outbound") and Customer. Whereas Outbound provides a Service to which Customer intends to license, this Agreement establishes the business relationship and allocation of responsibilities regarding the Service and the parties therefore agree as follows:

1. Provision of Service.
   1. Outbound Obligations. During the Term, Outbound shall make the Service and Improvements available to Customer in accordance with the Documentation and pursuant to the terms of this Agreement.
   2. Customer Obligations. Customer may enable access to the Service for use only by Authorized Parties solely for the Internal Business Purposes of Customer and its Affiliates in accordance with the Documentation and not for the benefit of any third parties for a level of use not exceeding the Pricing Metrics on the applicable Service Order Form. Customer is responsible for all Customer Affiliate and Authorized Party use of the Service and compliance with this Agreement. Customer shall: (a) have sole responsibility for the accuracy, quality, and legality of all information submitted to Outbound, including, but not limited to, Customer Data; and (b) take commercially reasonable efforts to prevent unauthorized access to, or use of, the Service through login credentials of Authorized Parties, and notify Outbound promptly of any such unauthorized access or use. Customer shall not: (i) use the Service in violation of Laws; (ii) in connection with use of the Service, send or store infringing, obscene, threatening, or otherwise unlawful or tortious material, including material that violates privacy rights; (iii) to the best of Customer’s knowledge send or store Malicious Code in connection with use of the Service; (iv) interfere with or disrupt performance of the Service or the data contained therein; or (v) attempt to gain access to the Service or its related systems or networks in a manner not set forth in the Documentation.
2. Fees.
   1. Invoices and Payment. Except where indicated otherwise on an applicable Service Order Form, all fees due hereunder (except fees subject to good faith dispute) shall be due and payable within thirty (30) days of invoice date.  Outbound will send all Customer invoices electronically (by email or otherwise). All fees are quoted and payable in United States Dollars and are based on access rights acquired and not actual usage.  Customer shall provide Outbound with complete and accurate billing and contact information including a valid email address.  Upon Outbound’s request, Customer will make payments via electronic bank transfer.
   2. Non-cancelable and non-refundable. Except as specifically set forth to the contrary under Section 5.2 “Warranty Remedies,” Section 6 “Indemnification,” and Section 8.3 “Effect of Termination,” all payment obligations under any and all Service Order Forms are non-cancelable, and all payments made are non-refundable.
   3. Overdue Payments. Except with respect to charges subject to a reasonable and good faith dispute, any payment not received from Customer by the due date may accrue, at Outbound's discretion, late charges at the rate of 1.5% of the outstanding balance per month or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.
   4. Non-Payment and Suspension of Service. Except with respect to charges subject to a reasonable and good faith dispute, if Customer's account is more than thirty (30) days past due, in addition to any other rights or remedies it may have under this Agreement or by law, Outbound reserves the right to suspend the Service upon thirty (30) days written notice, without liability to Customer, until such amounts are paid in full. Such notice shall clearly and prominently state that the Service is at risk of suspension and shall not solely take the form of an invoice with an overdue notice.
   5. Taxes. This section applies only if Customer has not provided Outbound with a tax exemption certificate authorized and honored by applicable taxing authorities that covers all Taxes. License Fees and all other fees invoiced pursuant to this Agreement do not include, and may not be reduced to account for, any taxes, which may include local, state, provincial, federal, or foreign taxes, levies, duties or similar governmental assessments of any nature, including, but not limited to, value-added taxes, excise, use, goods and services taxes, consumption taxes or similar taxes and foreign withholding taxes (collectively defined as “Taxes”). Customer is responsible for paying all Taxes imposed on the Service or any other services provided under this Agreement. If Outbound has a legal obligation to pay or collect Taxes for which Customer is responsible under this Agreement, the appropriate amount shall be computed based on Customer’s address listed in the Signature Document which will be used as the ship-to address on the Service Order Form, and invoiced to and paid by Customer, unless Customer provides Outbound with a valid tax exemption certificate authorized by the appropriate taxing authority.
3. Proprietary Rights.
   1. Ownership and Reservation of Rights to Outbound Intellectual Property. Outbound and its licensors own all right, title, and interest in and to the Service, Documentation, and other Outbound Intellectual Property Rights. Subject to the limited rights expressly granted hereunder, Outbound reserves all rights, title, and interest in and to the Service, and Documentation, including all related Intellectual Property Rights. No rights are granted to Customer hereunder other than as expressly set forth herein.
   2. Grant of Rights. Outbound hereby grants Customer (for itself and those of Customer Affiliates and Authorized Parties for whom Customer enables access to the Service) a non-exclusive, non-transferable, right to use the Service and Documentation, solely for the Internal Business Purposes of Customer and its Affiliates and solely during the Term, subject to the terms and conditions of this Agreement within the scope of use defined in the relevant Order.
   3. Restrictions. Customer shall not (i) modify or copy the Service or Documentation (except for archival copies of the Documentation for use consistent with this Agreement) or create any derivative works based on the Service or Documentation; (ii) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, offer in a service bureau, or otherwise make the Service or Documentation available to any third party, other than to Authorized Parties as permitted herein; (iii) reverse engineer or decompile any portion of the Service or Documentation, including but not limited to, any software utilized by Outbound in the provision of the Service and Documentation, except to the extent required by Law; (iv) access the Service or Documentation in order to build any commercially available product or service except as otherwise provided in an applicable Service Order Form; or (v) modify, copy or create derivative works of any features, functions, integrations, interfaces or graphics of the Service or Documentation. Notwithstanding the above, Customer may make a reasonable number of copies of the Documentation for internal business purposes only.
   4. Ownership and Use of Customer Data. As between Outbound and Customer, Customer owns its Customer Data. Customer represents that it has received all necessary authorizations and consents and has the necessary rights to provide the Customer Data to Outbound for purposes of this Agreement. Outbound will use Customer Data only (i) to provide the Services, including to prevent or address service or technical problems and otherwise maintain and support the Services; (ii) to develop, test and verify Improvements or new products or services. Although all Customer Data will be deleted or returned to Customer in accordance with the Agreement and Outbound will not retain any such Customer Data after the Term except where Outbound has reasonably determined such deletion or return is infeasible, Customer acknowledges that the Services operate in connection with large datasets that are trained, and that Services accuracy and performance will improve, by having had access to large volumes of data from different Outbound customers, including Customer. Any enhancements or improvements to the Services arising from Outbound’s access to and use of Customer Data during the Term are owned solely by Outbound. Furthermore, Outbound may, in connection with the Services, use any information or data derived or learned from Customer Data, but only if such use does not include or disclose Customer Data and no Customer Data can be reverse engineered from such use.
   5. Customer Input. To the extent Customer provides any Customer Input, Customer grants Outbound a worldwide, royalty-free, transferable, sub-licensable, irrevocable, perpetual license to use, modify and incorporate into its services, and otherwise commercialize such Customer Input. Outbound shall have no obligation to make Customer Input an Improvement. Customer shall have no obligation to provide Customer Input.
   6. Confidentiality. A party shall not disclose or use any Confidential Information of the other party except as reasonably necessary to perform its obligations or exercise its rights pursuant to this Agreement or with the other party's prior written permission.
   7. Protection. Each party agrees to protect the Confidential Information of the other party in the same manner that it protects its own Confidential Information of like kind, but in no event using less than a reasonable standard of care.
   8. Compelled Disclosure. A disclosure by one party of Confidential Information of the other party to the extent required by Law shall not be considered a breach of this Agreement, provided the party so compelled promptly provides the other party with prior notice of such compelled disclosure (to the extent legally permitted), follows the process set forth in the applicable public records law(s), and provides reasonable assistance, at the other party's cost, if the other party wishes to contest the disclosure. Subject to the foregoing, in the event of any request by a government agency or law enforcement authority for access to Customer Data, Outbound will seek to redirect the inquiry to Customer. In all such cases, Outbound will take all reasonable measures to protect the Customer Data and to inform Customer of such demand.
   9. Business Associate Agreement. Provided Customer is a Covered Entity as defined under HIPAA, the parties agree to attach Outbound’s or Customer’s Business Associate Agreement (“BAA”) to this Agreement, which shall apply to Outbound’s receipt, maintenance, or transmission of Protected Health Information from, or on behalf of Customer, as described in the BAA.
   10. Remedies. If a party discloses or uses (or threatens to disclose or use) any Confidential Information of the other party in breach of confidentiality protections hereunder, the other party shall have the right, in addition to any other remedies available, to seek injunctive relief to enjoin such acts, it being acknowledged by the parties that any other available remedies are inadequate.
   11. Exclusions. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the other party; (ii) was known to a party prior to its disclosure by the other party without breach of any obligation owed to the other party; (iii) was independently developed by a party without breach of any obligation owed to the other party; or (iv) is received from a third party without breach of any obligation owed to the other party. Customer Data shall not be subject to the exclusions set forth in this section.
4. Customer Data.
   1. Protection and Security. Outbound maintains a security program designed to maintain the security of the Services and Customer Data, that is further described in Outbound’s most recently completed Service Organization Control 1 (SOC1) and Service Organization Control 2 (SOC2) audit reports or industry-standard successor reports. The most recently completed, as of the Effective Date, SOC1 and SOC2 audit reports are referred to as the "Current Audit Reports." In no event during the Term shall Outbound materially decrease the protections provided by the controls set forth in the Current Audit Reports. Upon Customer’s request, Outbound will provide Customer with a copy of Outbound’s then current SOC1 and SOC2 audit reports or comparable industry-standard successor reports prepared by Outbound’s independent third-party auditor.
   2. Designated Tenant Location. Customer's Tenant will be housed in data centers located in the United States.
5. Warranties and Disclaimers.
   1. Warranties. Each party warrants that it has the authority to enter into this Agreement and, in connection with its performance of this Agreement, shall comply with all Laws of the United States of America. Outbound warrants that during the Term (i) the Service shall perform materially in accordance with the documentation; (ii) the functionality of the Service will not be materially decreased during the Term; (iii) to the knowledge of Outbound, the Service does not contain any Malicious Code, and (iv) any support and professional services provided by Outbound pursuant to an Order subject to this Agreement and related to the Service (“Related Services”) will be performed in a professional and workmanlike manner.
   2. Warranty Remedies. In the event of a breach of the warranty set forth in Section 5.1, Customer’s remedy shall be as follows. For Section 5.1(i), Customer’s remedy shall be as set forth in the Documentation; for Section 5.1 (ii) and (iii), (a) Outbound shall correct the non-conforming Service at no additional charge to Customer, or (b) in the event Outbound is unable to correct such deficiencies after good-faith efforts, Outbound shall refund Customer amounts paid that are attributable to the non-conforming Service from the date Outbound received such notice (as set forth in Section 5.3 below) through the date of remedy, if any. In the event of a breach of the warranty set forth in Section 5.1 (iv), Outbound shall either (a) correct the non-conforming Service at no additional charge to the Customer or (b) in the event Outbound is unable to correct such deficiencies after good-faith efforts, refund Customer amounts paid attributable to the non-conforming Service. The remedies set forth in this subsection shall be Customer’s sole remedy and Outbound’s sole liability for breach of these warranties unless the breach of warranty constitutes a material breach of this Agreement and Customer elects to terminate this Agreement in accordance with the Section entitled “Termination.”
   3. Notice Obligations. To receive the warranty remedies set forth above, Customer must promptly report deficiencies in writing to Outbound, but no later than thirty (30) days of the first date the deficiency is identified by Customer, or, in the case of a Related Service, no later than thirty (30) days after delivery of such Related Service. Customer’s failure to notify Outbound within such thirty (30) day period shall not affect Customer’s right to receive the remedy in Section 5.2(a) unless Outbound is somehow unable, or impaired in its ability to, correct the deficiency due to Customer’s failure to notify Outbound within the thirty (30) day period. Notice of breaches of the warranty in Section 5.1(i), (ii), or (iii) shall be made through Outbound’s then-current error reporting system or through corporate email; notices of breaches of any other warranty shall be made in writing to Outbound in accordance with the Notice provisions of this Agreement.
   4. DISCLAIMER. EXCEPT FOR THE LIMITED WARRANTIES EXPRESSLY PROVIDED IN SECTION 5.1 AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUTBOUND MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICE AND RELATED SERVICES AND THE DOCUMENTATION. OUTBOUND DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR FREE OR UNINTERRUPTED. THE LIMITED WARRANTIES PROVIDED HEREIN ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED TO CUSTOMER IN CONNECTION WITH THE PROVISION OF THE SERVICE.
6. Indemnification.
   1. Outbound Indemnity. Outbound shall defend Customer, at Outbound’s expense, from any third-party Claim against Customer alleging that the use of the Service as contemplated under this Agreement infringes or misappropriates such third party’s Intellectual Property Rights and Outbound shall indemnify and hold Customer harmless against any Losses relating to such third-party Claim.
   2. Conditions. Outbound’s obligations in Section 6.1 are conditioned on Customer (a) promptly giving written notice of the third-party Claim to Outbound (although a delay of notice will not relieve Outbound of its obligations under this Section except to the extent that Outbound is prejudiced by such delay), (b) giving Outbound sole control of the defense and settlement of the third-party Claim (although Outbound may not settle any third-party Claim unless it unconditionally releases Customer of all liability); and (c) providing to Outbound, at Outbound’s cost, all reasonable assistance.
   3. Exceptions. Outbound shall have no liability for Claims or Losses to the extent arising from (a) modification of the Service by anyone other than Outbound; (b) use of the Service in a manner inconsistent with this Agreement or Documentation (c) use of the Service in combination with any other product or service not provided by Outbound.
   4. Continued Use of the Service. If Customer is enjoined from using the Service or Outbound reasonably believes it will be enjoined, Outbound shall have the right, at its sole option, to obtain for Customer the right to continue use of the Service or to replace or modify the Service so that it is no longer infringing. If neither of the foregoing options is reasonably available to Outbound, then the applicable Service may be terminated at either party’s option and Outbound’s sole obligation and liability related to the subject matter of this Section 6, in addition to the indemnification obligations herein, shall be to refund any prepaid fees for the applicable Service that was to be provided after the effective date of termination.
   5. Exclusive Remedy. This Section 6 states Customer’s exclusive remedies and Outbound’s sole obligations related to the subject matter of this Section.
7. Limitation of Liability.
   1. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW AND EXCEPT WITH RESPECT TO (i) OUTBOUND’S INDEMNIFICATION OBLIGATIONS IN SECTION 6, (ii) EITHER PARTY’S RECKLESS MISCONDUCT, WILLFUL MISCONDUCT AND/OR FRAUD, OR (iii) CUSTOMER’S PAYMENT OBLIGATIONS, THE MAXIMUM LIABILITY OF EITHER PARTY WHICH INCLUDES ITS RESPECTIVE AFFILIATES, AND IN THE CASE OF OUTBOUND, ALSO INCLUDES OUTBOUND’S THIRD PARTY LICENSORS FOR ANY AND ALL CLAIMS (INDIVIDUALLY AND IN THE AGGREGATE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, IS LIMITED TO AN AMOUNT EQUAL TO THE FEES ACTUALLY PAID BY CUSTOMER UNDER THIS AGREEMENT DURING THE IMMEDIATELY PRECEDING TWELVE (12) MONTH PERIOD FOR THE SERVICE FROM WHICH THE CLAIM(S) AROSE (OR, FOR A CLAIM(S) ARISING BEFORE THE FIRST ANNIVERSARY OF THE EFFECTIVE DATE, THE AMOUNT PAID OR PAYABLE FOR THE FIRST TWELVE (12) MONTH PERIOD) (“GENERAL CAP”, EXCEPT THAT FOR BREACHES OF EITHER PARTY’S CONFIDENTIALITY, SECURITY OR PRIVACY OBLIGATIONS THE BREACHING PARTY’S MAXIMUM TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL BE INCREASED TO TWENTY-FOUR (24) MONTHS FEES (“ENHANCED CAP”).
   2. EXCLUSION OF DAMAGES. EXCEPT FOR OUTBOUND’S IP INDEMNIFICATION OBLIGATIONS IN SECTION 6, IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES HAVE LIABILITY FOR LOST PROFITS OR REVENUES, LOSS OF USE OF DATA, BUSINESS INTERRUPTION, OR DIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR COVER DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF THE PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSIONS IN THIS SECTION WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW. CUSTOMER’S PAYMENT OBLIGATIONS SHALL NOT BE CONSIDERED OUTBOUND’S LOST PROFITS.
   3. CLASSIFICATION OF CERTAIN DAMAGES. SUBJECT TO SECTION 7.1, AND NOTWITHSTANDING SECTION 7.2, IF EITHER PARTY BREACHES ITS OBLIGATIONS UNDER THIS AGREEMENT, THE FOLLOWING WILL BE CONSIDERED DIRECT DAMAGES: (1) AMOUNTS PAID TO AFFECTED THIRD PARTIES AS DAMAGES OR SETTLEMENTS ARISING FROM THE BREACH; (2) AMOUNTS PAID FOR FINES AND PENALTIES IMPOSED BY ANY GOVERNMENTAL AUTHORITY ARISING FROM THE BREACH; AND (3) REASONABLE LEGAL FEES, TO DEFEND AGAINST THIRD-PARTY CLAIMS ARISING FROM THE BREACH.
8. Term and Termination.
   1. Term of Agreement. The Term of the Agreement commences on the Effective Date and continues for and initial term of one (1) year, after which the Agreement shall automatically renew for successive one-year renewal terms unless (a) either party notifies the other party not less than 30 days prior to a renewal date of its intent not to renew, or (b) the Agreement is earlier terminated pursuant to Section 8.2 (the “Term”). For the avoidance of doubt, the parties understand and agree that, if either party elects not to renew, the Term of this Agreement shall extend and continue, and the provisions within this Agreement shall continue to apply, as long as one or more Orders remains in effect, but no new Orders may be placed. Orders may be terminated as provided in the Order.
   2. Termination.
      1. Termination by Customer. Notwithstanding the foregoing, Customer may terminate this Agreement in the event of a material breach by providing Outbound with written notice of the intent to terminate at least thirty (30) days prior to the effective date of termination if Outbound fails to cure such breach. Such notice shall include a description of the facts underlying the claim that Outbound is in breach of the Agreement. The termination shall be rescinded upon (a) notice from Customer that the breach notice is rescinded; or (b) Outbound’s resolution or implementation of a fix such that the issue giving rise to the breach notice is remedied. Additionally, Customer may terminate this Agreement immediately if Outbound violates its confidentiality obligations set forth in this Agreement.
      2. Termination by Outbound. Outbound may terminate this Agreement for cause (a) upon written notice if Customer breaches any provision of this Agreement and, if the breach is curable, fails to cure the same within thirty (30) days after receiving written notice thereof from Outbound; (b) immediately upon written notice if Customer assigns, licenses, sublicenses, or attempts to assign, license, or sublicense any of its rights or obligations under this Agreement without the prior written consent of Outbound; (c) immediately upon written notice if Customer violates its confidentiality obligations under Section 6 or commits any non-curable breach of any provision of this Agreement; or (d) immediately if Customer (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
   3. Effect of Termination. Upon any expiration or termination of this Agreement, all Orders shall immediately terminate (except in case of non-renewal, in which case then existing Orders will terminate in accordance with their terms), and Customer shall, as of the date of such expiration or termination, immediately cease accessing and otherwise utilizing the applicable Service (except as permitted under the section entitled “Retrieval of Customer Data”) and Outbound Confidential Information. Termination for any reason shall not relieve Customer of the obligation to pay any fees accrued or due and payable to Outbound prior to the effective date of termination, and termination for any reason other than Outbound’s uncured material breach or the reasons set forth in Section 5.2. shall not relieve the Customer of the obligation to pay all future amounts due under all Orders.
   4. Retrieval of Customer Data. Upon written request by Customer made prior to or upon any expiration or termination of this Agreement, Outbound will make Customer Data available to Customer through the Service solely to allow Customer to retrieve Customer Data for a period of up to a total of sixty (60) days after such expiration or termination (the “Retrieval Period”). After such Retrieval Period, Outbound will have no obligation to maintain or provide any Customer Data and shall thereafter, unless legally prohibited, delete all Customer Data by deleting Customer’s Tenant; provided, however, that Outbound will not be required to remove copies of the Customer Data from its backup media and servers until such time as the backup copies are scheduled to be deleted, provided further that in all cases Outbound will continue to protect the Customer Data in accordance with this Agreement. Customer Data will be made available in an Outbound-supported format mutually agreed upon between the parties (for example, CSV, delimited text, or Microsoft Excel). The foregoing deletion obligation will be subject to any retention obligations imposed on Outbound by Law. Additionally, during the Term of the Agreement, Customers may extract Customer Data using Outbound’s standard web services.
   5. Surviving Provisions. The following provisions of this Agreement shall not survive and will have no further force or effect following any termination or expiration of this Agreement: (i) Section 1.1(i) “Outbound Obligations”; (ii) Section 3.2 “Grant of Rights”; and (iii) those provisions granting Customer access to any services referenced in any applicable Order(s). All other provisions of this Agreement shall survive any termination or expiration of this Agreement.
9. General Provisions.
   1. Non-Solicitation. Each party’s personnel are valuable assets of such party in this relationship and are important to its business. Each party acknowledges that this is the case and agrees not to solicit or recruit the other party’s personnel for employment during the Term. This restriction may only be waived if mutually agreed to in writing by both parties in advance. This restriction does not prevent a party from hiring a person who responds to a public job posting as long as the hiring party did not directly contact such person to invite or suggest that they apply.
   2. Relationship of the Parties. The parties are independent contractors. This Agreement does not create nor is it intended to create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third-party beneficiaries to this Agreement.
   3. Insurance. Outbound will maintain during the entire Term, at its own expense, the types of insurance coverage specified below, on standard policy forms and with insurance companies with at least an A.M. Best Rating of A- VII authorized to do business in the jurisdictions where the Outbound services are to be performed including Washington State and Alaska.
      1. Workers’ Compensation insurance prescribed by applicable local law and Employers Liability insurance with limits not less than $1,000,000 per accident/per employee. This policy shall include a waiver of subrogation against Customer.
      2. Commercial General Liability insurance including Contractual Liability Coverage, with coverage for products liability, completed operations, property damage and bodily injury, including death, with an aggregate limit of no less than $1,000,000.
      3. Cyber risk policy with a limit of no less than $2,000,000 per occurrence and in the aggregate.
   4. Notices. Unless expressly stated otherwise, all notices under this Agreement shall be in writing and shall be deemed to have been given upon: (i) personal delivery; or (ii) the fifth business day after first class mailing, certified return receipt requested. Notices to Outbound shall be sent to the address shown in the Signature Document.
   5. Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right or any other right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
   6. Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement for causes beyond that party’s reasonable control and occurring without that party’s fault or negligence, including, but not limited to, acts of God, acts of government, flood, earthquake, fire, civil unrest, acts of terror, strikes or other labor problems (other than those involving Outbound or Customer employees, respectively). Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.
   7. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (which consent shall not be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Orders) without consent of the other party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets (an “M&A assignment”) so long as the assignee agrees to be bound by all of the terms of this Agreement in an amendment to this Agreement and all past due fees are paid in full or otherwise accounted for in the amendment. In no event shall Customer have the right to assign this Agreement to a direct Competitor of Outbound. Any attempt by a party to assign its rights or obligations under this Agreement other than as permitted by this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
   8. Governing Law; Waiver of Jury Trial. This Agreement shall be governed exclusively by the internal laws of the State of Washington, without regard to its conflicts of laws rules. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.
   9. Export. Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Service. Without limiting the generality of the foregoing, Customer shall not make the Service available to any person or entity that: (i) is located in a country that is subject to a U.S. government embargo; (ii) is listed on any U.S. government list of prohibited or restricted parties; or (iii) is engaged in activities directly or indirectly related to the proliferation of weapons of mass destruction, unless authorized by the United States government.
   10. Publicity and PR. Outbound may identify Customer as a subscriber and may use Customer's name and logo on the Outbound website and in Outbound marketing presentations. Outbound shall not otherwise use Customer's name, logo or trademarks without prior written consent of Customer.
   11. Miscellaneous. This Agreement, including all exhibits and attachments hereto and all Orders, constitutes the entire agreement between the parties with respect to the subject matter hereof. In the event of a conflict, the provisions of an Order shall take precedence over provisions of the body of this Agreement and over any other exhibit or attachment to this Agreement. This Agreement supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter and is entered into without reliance on any promise or representation other than those expressly contained in the Agreement and all Orders. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or in any other Customer order Documentation shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void. This Agreement may be executed in counterparts, which taken together shall form one binding legal instrument. The parties hereby consent to the use of electronic signatures in connection with the execution of this agreement, and further agree that electronic signatures to this Agreement shall be legally binding with the same force and effect as manually executed signatures, provided that such signatures must be made using a technology designed for electronic signatures and a mere email which appears to state consent to an Agreement or action shall not be considered an electronic signature.
10. Definitions.

"Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control by either party.  For purposes of the preceding sentence, "control" means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

"Agreement" means this Master Services Agreement, including the Signature Document, any exhibits, addenda, or attachments hereto, and any fully executed Order.

"AI FTE" means a cloud-based AI staff capacity full-time equivalent who is licensed to perform 10,000 minutes of work in a month 24x7 any day of the month.

"Authorized Parties" means Customer’s or its authorized Affiliate’s employees, contingent workers, independent contractors, and other authorized personnel acting on Customer’s behalf to access Customer’s Tenants and/or to receive Customer Data (i) in writing, (ii) through the Service’s security designation, or (iii) by system integration or other data exchange process.

"Claim" means any claim, demand, suit, or other legal proceeding made or brought against a party to this Agreement.

"Confidential Information" means  (a) any software utilized by Outbound in the provision of the Service and its respective source code; (b) each party’s business or technical information, including but not limited to the Documentation, training materials, any information relating to software plans, designs, costs, prices and names, finances, marketing plans, business opportunities, personnel, research, development or know-how that is designated by the disclosing party as "confidential" or "proprietary" or the receiving party knows or should reasonably know is confidential or proprietary; and (c) the terms, conditions and pricing of this Agreement (but not its existence or parties).

"Customer Data" means the electronic data or information submitted by Customer or Authorized Parties to the Service.

"Customer Input" means suggestions, enhancement requests, recommendations or other feedback provided by Customer, its employees or Authorized Parties relating to the operation or functionality of the Service.

"Documentation" means Outbound’s electronic documentation for the Service, which may be updated by Outbound from time to time.

"Improvements" means all improvements, updates, enhancements, error corrections, bug fixes, release notes, upgrades and changes to the Service and Documentation, as developed by Outbound and made generally available for Production use without a separate charge to Customers.

"Intellectual Property Rights" means any and all common law, statutory and other industrial property rights, and intellectual property rights, including copyrights, trademarks, trade secrets, patents and other proprietary rights issued, honored or enforceable under any applicable laws anywhere in the world, and all moral rights related thereto.

"Internal Business Purposes" means use for Customer’s internal operations associated with the functionality of the Service, while used to help deliver the products or services that Customer provides to its customers, clients, or prospective customers or clients unless such use is inherent in the Service’s design and stated intentions. Internal Business Purposes does not include providing services for the benefit of any third party.

"Law" means any local, state, national and/or foreign law, treaties, and/or regulations applicable to a respective party.

"License Fee" means all amounts invoiced and payable by Customer for the Service.

"Losses" means any damages or costs finally awarded or entered into in settlement (including, without limitation, reasonable attorneys' fees).

"Malicious Code" means viruses, worms, time bombs, Trojan horses and other malicious code, files, scripts, agents, or programs.

"Order" means a fully executed Service Order Form under which Customer licenses the Service or other services pursuant to this Agreement.

"Pricing Metrics" means the specific measure identified on the applicable Order used for determining the Service License Fee on that Order.

"Production" means the Customer’s or an Authorized Party’s use of, or Outbound’s written verification of the availability of, the Service to process and deliver actionable outputs from Customer Data.

"Service" means Outbound’s software-as-a-service applications and Improvements as described in the Documentation and licensed to Customer under a Order.

“Signature Document” means this Agreement as fully executed by duly authorized signatories agreeing to enter into this Agreement and the initial Order, both effective as of the later of the dates beneath the parties’ signatures (“Effective Date”), and if noted, the parties are agreeing to enter into, or are contemporaneously entering into, a BAA as of the date of signature of such BAA.

"Tenant" means a unique instance of the Service, with a separate set of Customer Data held by Outbound in a logically separated database (i.e., a database segregated through password-controlled access).

"Tenant Base Name" is a naming convention that will be used in all of the Tenant URLs provided by Outbound, as specified in Customer’s initial Order licensing the Service, and which shall remain constant throughout the Term.

"Term" has the meaning set forth in Section 8.1.