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Master Services Agreement

1. SERVICES


1.1 Description of Products and Services. Autobound (the "Provider") sells outbound sales automation software. Provider’s products and services are set forth in the Insertion Order. For the free trial, no Insertion Order is required, all features are included for 14 days.


1.2 Modifications, and Enhancements. The Services are regularly updated and enhanced during the
Term. Provider may deprecate, diminish, or remove certain features and functionality of the Services at their sole
discretion. If Provider determines that any such change is likely to have a materially adverse impact on Client’s use
of the Services, Provider will provide notice of such change. If Client does not accept such change, Client must
notify Provider within thirty (30) calendar days, and the Parties will attempt to negotiate an amicable resolution in
good faith. Failure to notify Provider will be deemed agreement to such changes.


1.3 Technical Support. Provider’s standard technical support services are included at no additional
charge during the Term. Access to email technical support is provided to Client’s designated support personnel
during normal business hours (Mon - Fri, 8am - 5pm in Client’s time zone). Access to online support resources are
available 24x7x365 to all Authorized Users.


1.4 Feedback. In the event that Client provides feedback to Provider about the Services, Provider may
develop, modify, and improve the Services on the basis of Client’s feedback and Provider shall have all rights and
title to any and all usage analytics. Client grants Provider a royalty-free, fully paid, non- exclusive, perpetual,
irrevocable, worldwide, transferable license to display, use, copy, modify, publish, perform, translate, create
derivative works from, sublicense, distribute, and otherwise exploit such feedback without restriction.


2. LICENSE GRANT AND RESTRICTIONS.


2.1 License. Subject to the terms and conditions of this Agreement, Provider grants Client a non-
exclusive and non-transferable license during the Term to permit the employees of Client or a Permitted Third Party
(as defined herein) (an “Authorized User”) to access, install, implement, and use the Services solely for Client’s
business purposes. Client’s rights to use the Services are limited to those expressly set forth in the Agreement,
including limitations based on license type set forth in the Insertion Order. Provider retains all right, title, and
interest in and to the Services and all related intellectual property rights, including without limitation any
modifications, updates, customizations, apps, or other add-ons.


2.2 Restrictions. Except as explicitly permitted under the Agreement, Client is prohibited from the
following: (i) using the Software in violation of any applicable law or regulation; (ii) using the Software or any
products in a manner that would cause a material risk to the security or operations of Provider or any of its other
customers; (iii) disassembling, decompiling, or reverse engineering the Software; (iv) redistributing, republishing,
selling, renting, leasing, hosting, sub-licensing, or permitting usage of the Software on a time-sharing basis as part of
a hosted service or on behalf of any third party; (v) removing, obscuring, or altering any proprietary notices; or (vi)
circumventing, disabling, or stress testing any security or other technological features of the Software.


2.3 Authorized Users. Access to the Services is limited to Authorized Users and must not exceed the
number of users specified in the Insertion Order. Authorized User accounts may be reassigned by the Client, but
accounts must not be shared among multiple users. Client shall be solely responsible for the actions or inactions of
the Authorized Users. Client agrees to: (i) promptly report to Provider any violation of the Agreement by its
Authorized Users; (ii) immediately disable access for any user violating the Agreement; and (iii) ensure that no false
or misleading personal information is used to create user accounts.


3. CUSTOMER DATA, PRIVACY AND SECURITY.


3.1 Ownership. All files, content (including audio, video, text, or images), and data (including
Personal Data) belonging to or controlled by the Client which is uploaded into, or generated by the Services, or
otherwise provided to Provider for processing pursuant to the Agreement (“Client Data”) shall remain Client’s
property. Client grants Provider a non-exclusive, worldwide, royalty-free license to process, reproduce, display,
copy, communicate, and otherwise use Client Data solely (i) to the extent necessary to perform its obligations or
enforce its rights under the Agreement, or (ii) where required or authorized by law.


3.2 Work Product. Any copyrightable works, ideas, discoveries, inventions, patents, products, or
other information (collectively the “Work Product”) developed in whole or in part by Provider in connection with
the Services will be the exclusive property of Provider. Upon request, Client will execute all documents necessary to
confirm or perfect the exclusive ownership of Provider to the Work Product.


3.3 Security. Provider will establish and maintain appropriate administrative, technical, and physical
safeguards and controls to: (i) ensure the ongoing confidentiality, integrity and availability of the Services and
Client Data ; (ii) restore the availability and access to Client Data in a timely manner in the event of a physical or
technical incident; (iii) have in place the process for regularly testing, assessing and evaluating the effectiveness of
technical and organizational measures for ensuring the security of the processing through the Services.


3.4 Compliance with Privacy Laws. Provider will comply with applicable privacy and data
protection laws governing its processing and storage of Client Data in connection with its role as described in the
Agreement. Client’s Privacy Policy applies to the Agreement and is incorporated herein by reference.


3.5 Client Obligations Regarding Client Data.


3.5.1 Client retains complete control over the installation, configuration, and usage of the
Services, and Provider will not be responsible or liable for any deletion, corruption, damage, destruction, or
unintended exposure of Client Data due solely to acts or omissions of Client.

3.5.2 Client is responsible for ensuring that Client Data does not violate the Agreement, third-
party intellectual property rights, or applicable laws and regulations (including illegal, harmful, offensive,
defamatory, misleading, obscene, or abusive material), and Client will take reasonable steps to identify and promptly
remove any such Client Data.

3.5.3 Client represents and warrants that Client Data will not include any Sensitive Personal
Information, and that all collection, transfer, and use of any Personal Data in connection with the products and
Services will comply with all applicable privacy laws, regulations, self-regulatory guidelines.


4. FEES, PAYMENTS AND TAXES


4.1 Fees. Client shall pay the Fees according to the payment terms in the Insertion Order. Provider
shall issue all monthly invoices electronically and all fees shall be based upon the price per user per month. A user
shall constitute a single license identifiable by email on the Provider's platform.


4.2 Failure to Pay. If Client fails to pay any amount due under the Agreement according to the
payment terms in the Insertion Order, Provider may, in its sole discretion, suspend or restrict the Services. Provider
may charge interest at a monthly rate equal to the lesser of 1% per month or the maximum rate permitted by
applicable law on any overdue fees, from the due date until the date the overdue amount (plus applicable interest) is
paid in full. Client shall be responsible for the payment of all costs of collection, including without limitation,
reasonable attorney fees.


4.3 Taxes. The fees stated in the Insertion Order do not include any local, state, provincial, federal, or
foreign taxes (e.g., value-added, sales, or use taxes), or fees, duties, or other governmental charges (“Taxes”). Client
is responsible for paying all applicable Taxes. If Provider determines that Provider has the legal obligation to pay or
collect Taxes, Provider will add such Taxes to the applicable invoice and Client will be obligated to pay such Taxes,
unless Client provides Provider with a valid tax exemption certificate from the appropriate taxing authority. If a
taxing authority subsequently pursues Provider for unpaid Taxes for which Client is responsible under the
Agreement and which Client did not pay to Provider, Provider may invoice Client and Client will be obligated to
pay such Taxes to Provider or directly to the taxing authority, plus all applicable interest, penalties, and fees.


5. TERM AND TERMINATION


5.1 Term. The Term is set forth in the applicable Insertion Order. This Agreement will apply to each
Insertion Order in which it is incorporated until the expiration of the Term, as modified by any applicable extension
or early termination. For the 14 day free trial, the Term begins the same day the Client first logs into the platform.


5.2 Termination for Cause.


5.2.1 If either party commits a material breach of the Agreement, the non-breaching party may
give written notice describing the nature and basis of the breach to the breaching party. If the breach is not cured
within 30 days of the notice date, the non-breaching party may immediately terminate the Agreement, in whole or
in part.

5.2.2 If a party is in breach of the license grant, the non-breaching party may terminate the

Agreement, in whole or in part, immediately by giving the breaching party written notice of the breach.

5.2.3 In the event a party learns the other party is subject to an insolvency event (e.g. failing to
pay its obligations as they arise, being declared bankrupt, or commencing proceedings under any law providing debt
relief to the party) the party that is not the subject of the insolvency event may terminate the Agreement immediately
upon notice to the party that is the subject of the insolvency event.


5.3 Suspension. Provider may, without limitation to any other rights or remedies, temporarily
suspend access to the Services if: (i) Client’s payment of Fees is more than thirty (30) days overdue (except for
charges subject to a good faith dispute); or (ii) Client’s use of Services poses a security risk or may adversely
impact Provider’s systems. Whenever commercially reasonable, Provider will provide advance notice to Client of
its intent to suspend access and provide alternative resolutions.


5.4 Effect of Termination or Expiration.


5.4.1 All access to and use of the Services must immediately cease upon termination or

expiration.

5.4.2 If the Agreement is terminated for any reason other than Provider’s uncured material breach, Client will be responsible for Fees covering the remainder of the then-current term.

 

5.4.3 If the Agreement is terminated for Provider’s uncured material breach, Provider will provide Client a pro-rata refund of all prepaid but unused Fees.

5.5 Survival. The termination or expiration of the Agreement will not affect any provisions of the
Agreement which by their nature survive termination or expiration, including the provisions that deal with the
following subject matters: payments, confidentiality, term and termination, effect of termination, intellectual
property, indemnification, limitation of liability, privacy, and the general provisions section of this Agreement.

 

6. WARRANTY DISCLAIMER


To the maximum extent permitted by law and except for the express warranties in this section, Provider
provides the Services on an “as-is” basis. Provider disclaims and makes no other representation or warranty of any
kind, express, implied, or statutory (including claims about merchantability, title, non- infringement, accuracy, or
fitness for a particular purpose). Client acknowledges that (i) Provider does not control Client equipment or the
transfer of data over communication networks, facilities, and devices (including the Internet); (ii) the Services may
be subject to limitations, interruptions, delays, cancellations, and other problems inherent in the use of such
communications networks, facilities, and devices; and (iii) Client is wholly responsible to install appropriate security
updates and patches. Provider is not responsible for any interruptions, delays, cancellations, delivery failures, data
loss, content corruption, packet loss, or other damage resulting from these things.


7. CONFIDENTIALITY


7.1 Use. The receiving party will only use the disclosing party’s summaries, and extracts) which is (i)
disclosed in tangible form and is identified in writing as confidential at the time of disclosure, (ii) disclosed in non-
tangible form that is unambiguously identified as confidential at the time of disclosure, and (iii) disclosed in such a
manner, or of such a nature, that a reasonable person under the same circumstances would clearly understand the
information to be confidential (“Confidential Information”) for the purposes of the Agreement and will not
reproduce, disseminate, or disclose Confidential Information to any person, except to its employees and authorized
representatives (e.g. temporary employees, consultants, and contractors) who need to know the Confidential
Information for the purposes of the Agreement and are bound by confidentiality obligations at least as restrictive as
those in this section. The receiving party will treat Confidential Information with the same degree of care as it treats
its own information of similar sensitivity, but never with less than reasonable care. Confidential Information does not
include information that (i) is or becomes generally publicly available through no fault of the receiving Party, (ii)
was known to the receiving Party, free of any confidentiality obligations, before its disclosure by the disclosing
Party, (iii) becomes known to the receiving Party, free of any confidentiality obligations, from a source other than
the disclosing Party, or (iv) is independently developed by the receiving Party without use of or reference to the
Confidential Information, as shown by documents and other competent evidence in the receiving Party’s possession.
The obligations in this section survive for three (3) years following expiration or termination of the Agreement.

 

7.2 Permitted Disclosure. The receiving party may disclose Confidential Information: (i) as approved
in a writing signed by the disclosing party; (ii) as necessary to comply with any law or valid order of a court or other
governmental body; or (iii) as necessary to establish the rights of either party, but in the case of (ii) and (iii), only if
the receiving party promptly notifies the disclosing party of the details of the required disclosure and gives the
disclosing party all assistance reasonably required by the disclosing party to enable the disclosing party to take
available steps to prevent the disclosure or to ensure that disclosure occurs subject to an appropriate obligation of
confidence.


8. INDEMNIFICATION


8.1 Provider Obligations. Provider will (i) defend at its expense, and (ii) pay any damages finally
awarded by a court of competent jurisdiction (or settlement amounts agreed to in writing by Provider) for a third-
party claim, demand, action, or legal proceeding filed against a party (“Claim(s)”) alleging the following: (a) that
the Services directly infringe a third party’s patent, copyright, or trademark; or Provider has misappropriated the
third party’s trade secret; or (b) a breach by Provider of its obligations under applicable data protection laws and
regulations, not caused by Client's own acts or omissions.


8.2 Client Obligations. Client will (i) defend at its expense, and (ii) pay any damages finally awarded
by a court of competent jurisdiction (or settlement amounts agreed to in writing by Client) for third-party Claims
alleging the following: (a) a breach by Client of its obligations under applicable data protection laws and regulations,
including failure to comply with its own data privacy policy and the terms of the Agreement; (b) the Client Data
infringes the third party’s patent, copyright, trademark, or other intellectual property right; or (c) Client’s use of the
Services in violation of law or this Agreement has harmed the third party.


8.3 Conditions. The indemnification obligations under this article are subject to the indemnified party
(i) promptly giving written notice of the Claim to the indemnifying party, (ii) giving the indemnifying party sole
control of the defense, negotiation, and settlement of the indemnified portion of the Claim, (iii) providing the
indemnifying party with all reasonable assistance required to effectively defend the Claim.


8.4 IP Exceptions. Neither party will have any indemnification obligation or liability regarding a
third-party intellectual property infringement Claim when the infringement was caused by: (i) a combination of the
Services with any component not supplied by Provider, or with a third-party component activated at the sole risk of
Client; (ii) unauthorized alteration or modification of the Services by anyone other than Provider, or (iii) failure by
Client to use the latest version of the Services as requested by Provider.


8.5 IP Remedies. In the defense or settlement of any third-party intellectual property infringement
Claim, Provider may, at its sole option and expense: (i) procure for Client a license to continue using the Services in
the same manner as antiquated by the Agreement; (ii) replace or modify the allegedly infringing Services to avoid
the infringement; or (iii) terminate Client’s license and access to the Services (or its infringing part) and refund any
prepaid unused Fees as of the date of termination. The remedies and obligations in this section of the Agreement are
Provider’s sole and exclusive remedies and liability regarding the subject matter giving rise to any third-party
intellectual property infringement Claim.


8.6 Data Privacy Exceptions. Neither party will have any indemnification obligation or liability
regarding a third-party data security and privacy Claim when acts or omissions of the indemnified party impedes or
prevents the indemnifying party’s ability to meet its data security and privacy obligations under the Agreement.


9. LIMITATION OF LIABILITY


9.1 Liability. To the extent permitted by law, neither party will, under any circumstances, be liable to
the other party or to any third party for indirect, consequential, incidental, special, or exemplary damages, or for lost
profits or loss of business arising out of or related to the Agreement, even if the party is apprised of the likelihood of

such damages occurring. To the extent permitted by law, under no circumstances will either party’s total liability of
any kind arising out of or related to the Agreement, regardless of the forum and regardless of whether any action or
claim is based on contract, tort, or otherwise, exceed the total amounts paid by Client under the Agreement during the
twelve (12) months immediately preceding the date of the event giving rise to the Claim.


9.2 Third-Party Products. This Agreement does not govern Client’s use of third-party products used
in connection with the Services. Third-party products are governed solely by the terms and conditions between
Client and the third-party product developer. Provider does not make any commitments or claims regarding security,
confidentiality, or performance of any third-party products, and specifically disclaims any liability regarding third-
party products. Client acknowledges and accepts that third-party products: (i) are activated and used at the sole risk
of Client; (ii) not warranted, supported, or endorsed by Provider; and (iii) may degrade the performance the Services
beyond Provider’s reasonable control.


10. GENERAL PROVISIONS


10.1 Relationship. Provider will be and act as an independent contractor (and not as the agent or
representative of Client) in the performance of the Agreement. The Agreement does not create a partnership,
franchise, joint venture, agency, or fiduciary relationship between the parties.


10.2 Notices. Any notice given under the Agreement must be in writing and delivered by email to
the following addresses (or alternative addresses provided in writing by each Party): [Enter Address] (to Provider);
the primary billing email address set forth in the Insertion Order (to Client). All notices will be deemed to have been
delivered the second business day after sending by email.


10.3 Waiver and Modification. No failure or delay by either party in exercising any right under the
Agreement will constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein
are in addition to, and not exclusive of, any other remedies. The Agreement may not be modified nor any rights
under it waived, in whole or in part, except in writing signed by the parties.


10.4 Severability. If any provision of the Agreement is held by a court of competent jurisdiction to
be illegal, unenforceable, or invalid, the provision may be interpreted by the court so as best to accomplish the
objectives of the original provision to the fullest extent permitted by law, and the remaining portions of the
Agreement will remain in full force and effect.


10.5 Assignment. Neither party may assign any of its rights or obligations under the Agreement
without the prior written consent of the other party (not to be unreasonably withheld or delayed). Notwithstanding
the foregoing, either party may assign the Agreement in its entirety (including all rights and obligations) without
consent of the other party in connection with a merger, acquisition, corporate reorganization, or sale of all or
substantially all of its assets.


10.6 Publicity. Client agrees that Provider is permitted to disclose that Client is one of its customers
to any third-party at its sole discretion. Client further agrees to allow Provider to use and display Client’s logos,
trademarks and company name on its website or in other business discussions at Provider’s sole discretion.


10.7 No Third-Party Beneficiaries. There are no third-party beneficiaries to the Agreement,
including, without limitation, Authorized Users.


10.8 Entire Agreement. The Agreement, in addition to the Insertion Order, contains the entire
understanding of the parties relating to the subject matter and supersedes all earlier agreements, understandings,
proposals, discussions, negotiations, representations and warranties, both written and oral, regarding the subject
matter. In the event of a conflict between the Insertion Order and this Agreement, the Insertion Order shall control.


10.9 Counterparts. The Agreement may be executed in counterparts, which taken together will
form one legal instrument.

10.10 Governing Law and Venue. The Agreement is governed by and construed under the laws of
the state of California without regard to any conflict of law rules or principles and excluding the application of the
United Nations Convention on Contracts for the International Sale of Goods. The Parties irrevocably submit to the
exclusive jurisdiction of the courts of competent jurisdiction in San Francisco, California.