Master Subscription Agreement

Effective Date: February 2024

This Master Subscription Agreement ("Agreement") is entered into as of the date of last signature below ("Effective Date") between Oversai LLC. ("Oversai"), a Delaware corporation with its principal place of business at 8 The Green #16888, Dover, DE 19901, and -CUSTOMER LEGAL NAME- ("Customer"), a Private Limited Company with its principal place of business at -CUSTOMER BUSINESS ADDRESS-.

For and in consideration of the representations and promises of the parties set forth herein, and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

"Account" means any accounts or instances created by or on behalf of Customer or its Affiliates within the Services.

"Affiliate(s)" means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, whereby "control" (including, with correlative meaning, the terms "controlled by" and "under common control") means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.

"API" means the application programming interfaces developed, made available and enabled by Oversai that permit Customers to access certain functionality provided by the Services, including without limitation, any interface that enables the interaction with the Service(s) automatically through HTTP requests and the Oversai application development API that enables the integration of the Service(s) with other web applications.

"Applicable Data Protection Law(s)" means the laws and regulations of the United States (including the California Consumer Privacy Act (the "CCPA"), the European Union, the European Economic Area and their member states, Switzerland and the United Kingdom (including the General Data Protection Regulation or GDPR and any applicable national laws made under it where Customer is established in the European Economic Area), the Swiss Federal Act of 19 June 1992 on Data Protection, and the Brazilian General Data Protection Law (LGPD), all as may be amended or superseded.

"Applicable Law(s)" means all applicable local, state, federal and international laws, rules and regulations, including, without limitation, those related to data privacy and data transfer.

"Confidential Information" means all information disclosed by one Party to the other Party which is marked confidential or which a reasonable person would understand to be confidential or proprietary given the nature of the information and circumstances of disclosure. For purposes of this Agreement, Customer Data shall be deemed Customer Confidential Information. Oversai's Confidential Information shall include, without limitation, any non-public information regarding Oversai's business, products and services (including, without limitation, the discovery, invention, research, improvement, development, marketing or sale thereof as well as templates, scorecards, modules, coaching cards, rubrics and the like), pricing, financial data, models and information, business and marketing plans, customer information, business opportunities, plans for development of future products, unreleased versions of products, know-how, technology, the Services, the Software, and the API. Notwithstanding the foregoing, Confidential Information shall not include information that: (a) was already known to the receiving Party at the time of disclosure by the disclosing Party without an obligation of confidentiality; (b) was or is obtained by the receiving Party from a third party not known by the receiving Party to be under an obligation of confidentiality with respect to such information; (c) is or becomes generally available to the public other than by violation of this Agreement or another valid agreement between the Parties; or (d) was or is independently developed by the receiving Party without use of the disclosing Party's Confidential Information.

"Contractor" means an independent contractor or consultant of a Party.

"Customer Data" means all electronic data, text, messages, communications or other materials submitted to and stored within the Services by Customer, Users and End-Users in connection with Customer's use of such Service.

"Customer Personnel" means employees and Contractors of Customer, including customer support personnel.

"Consumption Units" means the units of value provided by the Service, including but not limited to: (a) conversations analyzed, (b) process events analyzed, (c) users audited per month, (d) users monitored per month, and (e) platform access (storage, instance) per month.

"Consumption-Based Pricing" refers to the pricing model based on the usage of Consumption Units.

"Documentation" means any written or electronic documentation, images, video, text, or sounds specifying the functionalities of the Services provided or made available by Oversai to Customer or Users through the Site.

"Effective Date" means the effective date designated on the relevant Order Form referencing this Agreement.

"End-User" means any person or entity other than Customer or Users with whom Customer, its Users, or its End-Users interact while using a Service.

"Force Majeure Event" means any circumstances beyond Oversai's reasonable control, including, but not limited to, an act of God, act of government, flood, fire, earthquake, epidemic or pandemic, civil unrest, act of terror, strike or other labor problem, widespread failure or delay of any Internet service(s), Third-Party Service(s), or acts undertaken by third parties, including without limitation, a denial of service attack.

"Intellectual Property Rights" means any and all respective patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights.

"Order Form" means any Oversai-generated subscription order form executed or approved by each Party with respect to Customer's subscription to a Service, which form may detail, among other things, the number of Users authorized to use such Service under Customer's subscription to that Service and the Service Plan applicable to Customer's subscription to that Service.

"Payment Agent" means Oversai, LLC. or a payment agent designated by Oversai.

"Personal Information" or "Personal Data" means any information relating to a consumer, household, or an identified or identifiable natural person ('data subject'), where such data subject is one who can be identified, directly or indirectly, in particular by reference to an identifier such as name, an identification number, location data, an online identifier or to one or more factors specific to their physical, physiological, mental, economic, cultural or social identity of that natural person and Applicable Data Protection Law(s) identify as being personal information.

"Oversai Parties" (each, a "Oversai Party") means Oversai and any of its Affiliates, officers, directors, employees, Contractors, agents, service providers, suppliers, licensors and permitted assigns.

"Sensitive Personal Information" means any of the following: (i) credit, debit or other payment card data subject to the Payment Card Industry Data Security Standards ("PCI DSS"); (ii) patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act ("HIPAA"); or (iii) any other Personal Data of an EU citizen deemed to be a "special category" (as identified in the EU General Data Protection Regulation or any successor directive or regulation).

"Service(s)" means any products, subscriptions, licenses, and/or services, that Customer orders via an Order Form referencing this Agreement, including, as applicable, the API, Software, and Documentation. Any new or modified features added to or augmenting the Services or updates or enhancements to the Services are also subject to this Agreement and Oversai reserves the right to deploy such updates at any time. "Service(s)" specifically exclude Third-Party Services.

"Service Plan" means the services plan and the functionality and services associated therewith (as detailed in the Order Form or on the Site) for the Services to which the Customer subscribes.

"Site" means www.oversai.com (and all other successor URLs, mobile or localized versions and related domains and subdomains owned or operated by Oversai or its Affiliates).

"Software" means software provided by Oversai (either by download or access through the internet) that allows a User to use any functionality in connection with the Services.

"Subscription Term" means the period during which Customer has agreed to subscribe to a Service with respect to any individual User starting on the Subscription Start Date and continuing for the term as designated in an Order Form with respect to any individual User.

"Taxes" means taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes accessible by any local, state, provincial or foreign jurisdiction.

"Third-Party Services" means third party products, applications, services, software, networks, systems, directories, websites, databases and information to which a Service links, or which Customer may connect to or enable in conjunction with a Service, including, without limitation, Third-Party Services which may be integrated directly into Customer's Account by Customer or at Customer's direction.

"Unit" refers to the standard quantity by which the total price of each product offered by Oversai is calculated.

2. GENERAL COMMERCIAL TERMS

2.1 Access

During the Subscription Term, Customer will receive a non-exclusive, non-assignable, royalty free, worldwide right to access and use the Services ordered by Customer solely for Customer's internal business operations subject to the terms of this Agreement and applicable Order Form(s). Customer acknowledges that this Agreement is a services agreement and Oversai will not be delivering copies of the Software to Customer as part of the Services.

2.2 Restrictions

Customer will not: (a) copy, modify or create derivative works based on the Services or Software; (b) reverse engineer the Services or Software; (c) access the Services in order to (i) build a competitive product or service, or (ii) copy any features, functions or graphics of the Services; (d) remove, modify or obscure any copyright, trademark or other proprietary rights notices that appear on any Services or Software or that appear during the use and operation thereof; (e) use the Services or Software for any purpose other than its intended purpose; (f) interfere with or disrupt the integrity or performance of the Services; (g) introduce any Open Source Software into the Services; (h) send or store any Malicious Code; (i) attempt to gain unauthorized access to the Services or related systems or networks; (j) use the Services to store or transmit any Sensitive Personal Information; (k) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party rights; (l) use the Services to store or transmit any Customer Data in violation of Applicable Laws; or (m) permit any third party (other than Users) to access or use the Services except as permitted herein.

2.3 Usage Limits

Services and Software are subject to usage limits, including for example, the quantities specified in Order Forms and Documentation. Unless otherwise specified, (a) a quantity in an Order Form refers to Users, and the Service or Software may not be accessed by more than that number of Users, (b) a User's password may not be shared with any other individual, and (c) except as set forth in an Order Form, a User identification may be reassigned to a new individual replacing one who no longer requires ongoing use of the Service or Software. If Customer exceeds a contractual usage limit, Oversai may work with Customer to seek to reduce Customer's usage so that it conforms to that limit. If, notwithstanding Oversai's efforts, Customer is unable or unwilling to abide by a contractual usage limit, Customer will execute an Order Form for additional quantities of the applicable Services or Software promptly upon Oversai's request, and/or pay any invoice for excess usage in accordance with Section 6.1.

3. CUSTOMER DATA

3.1 Customer Data

Customer retains all right, title and interest in and to Customer Data. Customer grants Oversai a non-exclusive, worldwide, royalty-free and fully paid license (a) to use, reproduce, perform, display, distribute, modify and create derivative works of Customer Data as necessary to provide the Services to Customer, and (b) to use Customer Data in an aggregated and anonymized form to: (i) improve the Services and Oversai's related products and services, (ii) provide analytics and benchmarking services, and (iii) generate and disclose statistics regarding use of the Services, provided that no Customer-specific information is identified in such statistics.

3.2 Security

Oversai will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data. Those safeguards will include, but will not be limited to, measures designed to prevent unauthorized access to or disclosure of Customer Data (other than by Customer or Users). The terms of the data processing addendum ("DPA") available at https://oversai.com/data-processing shall apply to the extent Customer Data includes Personal Data and to the extent Oversai processes such Personal Data on behalf of Customer in the provision of the Services.

3.3 Customer Responsibilities

Customer will: (a) be responsible for Users' compliance with this Agreement, Documentation and Order Forms; (b) be responsible for the accuracy, quality and legality of Customer Data, the means by which Customer acquired Customer Data, Customer's use of Customer Data with the Services, and the interoperation of any Third-Party Services with which Customer uses Services; (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services and Software, and notify Oversai promptly of any such unauthorized access or use; (d) use Services and Software only in accordance with this Agreement, Documentation, Order Forms and Applicable Laws; and (e) comply with terms of service of any Third-Party Services with which Customer uses Services or Software.

3.4 Aggregated Anonymized Data

Notwithstanding anything to the contrary, Oversai will have the right to collect, analyze and use data derived from Customer Data that has been aggregated and/or anonymized such that it does not identify Customer or any natural person, and use it for Oversai's business purposes, including without limitation, for testing, development, control and operation of the Services.

4. CONFIDENTIALITY

Each Party (as "Receiving Party") agrees that all code, inventions, know-how, business, technical and financial information it obtains 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. Any Oversai technology, performance information relating to the Services or Software, and the terms and conditions of this Agreement and all Order Forms shall be deemed Confidential Information of Oversai without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. 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 rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may also disclose Confidential Information if so required pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). 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 in addition to whatever other remedies it might have at law.

5. INTELLECTUAL PROPERTY RIGHTS

Customer acknowledges that Oversai retains all right, title and interest in and to the Services and Software, including without limitation all software used to provide the Services and all graphics, user interfaces, logos, and trademarks reproduced through the Services. This Agreement does not grant Customer any intellectual property license or rights in or to the Services or Software or any of their components. Customer recognizes that the Services and Software and their components are protected by copyright and other laws.

6. PAYMENT TERMS

6.1 Payment and Billing

Unless otherwise provided in the applicable Order Form, (a) all charges associated with Customer's Account ("Charges") are due in full upon commencement of Customer's Subscription Term, or, with respect to a Deployed Associated Service, upon the date of the Deployed Associated Service purchase, (b) Customer's payment and renewal terms will be set forth in the applicable Order Form, (c) all Charges are final and non-refundable, (d) if Customer has elected to pay by credit card, Customer will be charged on or about the same day of the month that Customer commenced the Subscription Term (or the closest prior business day if such day does not exist in a particular month) based on Customer's Subscription Term, (e) if Customer has elected to pay by invoice, all invoices are payable within thirty (30) days of the invoice date, and (f) Customer is responsible for providing complete and accurate billing and contact information to Oversai and notifying Oversai of any changes to such information. If Customer's payment and renewal terms are set forth in an Order Form, those terms are hereby incorporated into this Agreement by reference and will apply in lieu of the terms set forth in this Section 6.1.

6.2 Late Payment

If any invoiced amount is not received by Oversai by the due date, then without limiting Oversai's rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) Oversai may condition future subscription renewals and Order Forms on payment terms shorter than those specified in Section 6.1.

6.3 Suspension of Service

If any charge owing by Customer under this or any other agreement for Services is thirty (30) days or more overdue, (or ten (10) or more days overdue in the case of amounts Customer has authorized Oversai to charge to Customer's credit card), Oversai may, without limiting its other rights and remedies, accelerate Customer's unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Services until such amounts are paid in full, provided that, Oversai will give Customer at least ten (10) days' prior notice that its account is overdue, in accordance with Section 12.8, before suspending Services to Customer.

6.4 Taxes

Customer is responsible for paying all Taxes associated with Customer's purchases hereunder. If Oversai has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section 6.4, Oversai will invoice Customer and Customer will pay that amount unless Customer provides Oversai with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Oversai is solely responsible for taxes assessable against it based on its income, property and employees.

7. TERM AND TERMINATION

7.1 Term

This Agreement commences on the date Customer first accepts it and continues until all Subscription Terms have expired or been terminated. The Subscription Term will be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to the expiring Subscription Term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least thirty (30) days before the end of the relevant Subscription Term. The per-unit pricing during any such renewal term will be the same as that during the prior term unless Oversai has given Customer written notice of a pricing increase at least sixty (60) days before the end of such prior term, in which case the pricing increase will be effective upon renewal and thereafter.

7.2 Termination

A party may terminate this Agreement for cause (a) upon thirty (30) days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (b) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Oversai may also terminate this Agreement for cause on thirty (30) days' notice if Customer's account becomes delinquent (falls into arrears). Customer may terminate this Agreement for any reason with thirty (30) days' written notice to Oversai.

7.3 Effect of Termination

Upon any termination for cause by Customer, Oversai will refund Customer any prepaid fees covering the remainder of the term of all subscriptions after the date of termination. Upon any termination for cause by Oversai, Customer will pay any unpaid fees covering the remainder of the term of all Order Forms after the date of termination. In no event will any termination relieve Customer of the obligation to pay any fees payable to Oversai for the period prior to the effective date of termination.

8. THIRD-PARTY SERVICES

If Customer uses Third-Party Services in connection with Customer's use of the Services, those Third-Party Services may access or require Customer to provide Customer's access information for Customer Data. Customer is solely responsible for deciding whether to procure any Third-Party Services and for procuring any such Third-Party Services. Oversai does not warrant or support Third-Party Services, whether or not they are designated by Oversai as "certified" or otherwise, and disclaims all responsibility and liability for Third-Party Services. Customer's use of Third-Party Services is subject to Customer's agreement(s) with the provider(s) of the Third-Party Services. If Customer installs or enables Third-Party Services for use with Services, Customer grants Oversai permission to allow the Third-Party Services and their providers to access Customer Data as required for the interoperation of those Third-Party Services with the Services. Oversai is not responsible for any disclosure, modification or deletion of Customer Data resulting from access by such Third-Party Services or their providers.

9. WARRANTY; DISCLAIMER

9.1 Warranty

Oversai warrants that it will provide the Services in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Services will perform substantially in accordance with the Documentation. For any breach of a warranty in this Section 9.1, Customer's exclusive remedy shall be as provided in Section 7.2 and Section 7.3 of this Agreement.

9.2 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. SERVICES AND SOFTWARE ARE PROVIDED "AS IS," EXCLUSIVE OF ANY WARRANTY WHATSOEVER.

10. LIMITATION OF LIABILITY

EXCEPT FOR BREACHES OF SECTION 4 (CONFIDENTIALITY), SECTION 2.2 (RESTRICTIONS), AND CUSTOMER'S PAYMENT OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT. THE FOREGOING SHALL NOT LIMIT CUSTOMER'S PAYMENT OBLIGATIONS UNDER SECTION 6 (PAYMENT TERMS).

EXCEPT FOR BREACHES OF SECTION 4 (CONFIDENTIALITY), SECTION 2.2 (RESTRICTIONS), AND CUSTOMER'S PAYMENT OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

11. INDEMNIFICATION

11.1 Customer Indemnification

Customer will indemnify, defend and hold harmless Oversai Parties from and against any and all third party claims, demands, suits, proceedings, liabilities, judgments, losses, damages, expenses and costs (including without limitation reasonable attorneys' fees) assessed against or otherwise incurred by Oversai Parties, in connection with or arising from: (a) Customer's breach of this Agreement; (b) Customer's use of the Services in violation of this Agreement, Documentation, Order Forms or Applicable Laws; (c) Customer Data; (d) any claim that Customer Data or Customer's use of the Services infringes or misappropriates the Intellectual Property Rights of a third party; or (e) Customer's use of any Third-Party Services.

11.2 Oversai Indemnification

Oversai will indemnify, defend and hold harmless Customer from and against any and all third party claims, demands, suits, proceedings, liabilities, judgments, losses, damages, expenses and costs (including without limitation reasonable attorneys' fees) assessed against or otherwise incurred by Customer, in connection with or arising from any claim that the Services or Software infringe or misappropriate the Intellectual Property Rights of a third party. The foregoing obligation does not apply to the extent that the alleged infringement arises out of: (a) use of the Services or Software in violation of this Agreement or Documentation; (b) use of the Services or Software after Oversai notifies Customer to discontinue such use; (c) modifications to the Services or Software other than those made by Oversai; (d) use of the Services or Software in combination with any products, services, software, data, content or methods not provided by Oversai; or (e) Customer Data. If the Services or Software become, or in Oversai's opinion are likely to become, the subject of an infringement claim, Oversai may, at its option and expense: (i) procure for Customer the right to continue using the Services or Software; (ii) replace or modify the Services or Software to make them non-infringing; or (iii) if options (i) and (ii) are not reasonably practicable, terminate this Agreement and refund Customer any prepaid fees covering the remainder of the term of all subscriptions after the date of termination. This Section 11.2 states Oversai's entire liability and Customer's exclusive remedy with respect to an Intellectual Property Right infringement or misappropriation claim in connection with this Agreement.

11.3 Indemnification Procedures

Each Party's indemnification obligations in this Section 11 are subject in each instance to the indemnified Party: (a) promptly notifying the indemnifying Party in writing of the threat or notice of the claim; (b) giving the indemnifying Party sole and exclusive control and authority to select defense attorneys, defend, and/or settle any such claim (however, the indemnifying Party shall not settle or compromise any claim that results in liability or admission of any liability without the indemnified Party's prior written consent); and (c) the indemnified Party fully cooperating with the indemnifying Party in connection with the defense or settlement of any claim.

12. MISCELLANEOUS

12.1 No Assignment

Neither Party may assign this Agreement without the other Party's prior written consent, which consent shall not be unreasonably withheld; provided, however, that either Party may, without the other Party's consent, assign this Agreement to an Affiliate or in connection with any merger or change of control of such Party or the sale of all or substantially all of its assets provided that any such successor or assignee agrees to fulfill its obligations pursuant to this Agreement. Subject to the foregoing restrictions, this Agreement will be fully binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assigns. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section 12.1 will be null and void.

12.2 Entire Agreement & No Waiver

This Agreement constitutes the entire agreement and supersedes any and all prior agreements between Customer and Oversai with regard to the subject matter hereof. Each party acknowledges and agrees that by executing the terms and conditions specified in this Agreement, (i) it is not relying upon any other statements, representations, warranties, promises, assurances, or the like, (ii) no remedies are or will be available to a Party with respect to the foregoing, and (iii) such remedies are unconditionally and irrevocably waived; provided, the foregoing shall not apply to any acts of fraud by a party. For the avoidance of doubt, in the event of any prior agreement(s) between the parties or its predecessor(s), where such agreement(s) covered the same subject matter as this Agreement, those prior agreements are hereby terminated, and any products subscribed to thereunder or services yet to be performed shall now be subject to the terms and conditions of this Agreement. By placing an Order with Oversai, Customer agrees that the terms and conditions of this Agreement shall apply to and govern that Order. Except with respect to product, services and pricing applicable to an Order, additional or conflicting terms in any Order shall have no force or effect on either party, unless that Order is signed in hardcopy form by each party, and then those terms shall apply to the parties solely for that Order. Except as otherwise specified herein, any additional or conflicting terms contained in any other document (including, without limitation, any preprinted, additional or conflicting terms on any Customer purchase order, or acknowledgement from either party) shall be null, void and of no effect on either party. This Agreement may be amended by an authorized representative of each party in a duly executed writing signed in hardcopy form referencing this Agreement and expressing the intent to amend these terms and conditions. A Party's failure to enforce at any time any provision of the Agreement does not constitute a waiver of that provision or of any other provision of the Terms.

12.3 Headers & Severability

The headings contained in these Terms are for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. If any provision in this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

12.4 Media

Oversai and its Affiliates may use Customer's name, trademark, service mark and logos in Oversai's sales and marketing materials and public statements, and in other communications with Oversai's existing and prospective customers.

12.5 Governing Law & Arbitration

This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Delaware, without regard to its conflicts of law principles, and shall be subject to the exclusive jurisdiction of the courts of Delaware. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply in any respect to this Agreement or the parties.

12.6 Relationship of the Parties

The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties. Nothing herein shall prevent either Party from entering into any further agreements or business relationships, nor prevent either Party from conducting similar business with others as long as such Party observes its obligations under this Agreement.

12.7 Survival

Provisions herein which by their context and content are intended to survive termination or expiration hereof shall so survive, including Sections 1 (Definitions), 3.1 (Customer Data), 3.4 (Aggregated Anonymized Data), 4 (Confidentiality), 5 (Intellectual Property Rights), 6.1 (Payment and Billing), 6.4 (Taxes), 7 (Term and Termination), 8 (Third-Party Services), 9 (Warranty; Disclaimer), 10 (Limitation of Liability), 11 (Indemnification), and 12 (Miscellaneous). Termination of this Agreement shall not limit either Party's liability for obligations accrued as of or prior to such termination or for breach of this Agreement.

12.8 Notice

All notices to be provided by Oversai to Customer under this Agreement may be delivered in writing by (i) nationally recognized expedited delivery service ("Courier") or U.S. mail to the contact mailing address provided by Customer on the applicable Order Form; or (ii) electronic mail to the electronic mail address provided by Customer on the applicable Order Form. Customer must give notice to Oversai in writing by Courier or U.S. mail to the mailing address below (and, in addition, with a copy to the email below):

All notices shall be deemed to have been given immediately upon delivery by electronic mail, or if otherwise delivered upon the earlier of receipt or two (2) business days after being deposited in the mail or with a Courier as permitted above.

12.9 Export Compliance

The Services or components of the Services that Oversai may provide or make available to Customer or its Users may be subject to U.S. export control and economic sanctions laws. Customer represents and warrants that Customer will comply with all such laws and regulations as they relate to access to and use of the Services, and such other components by Customer and Users. Customer shall not access or use the Services if Customer is located in any jurisdiction in which the provision of the Services, or other components is prohibited under U.S. or other Applicable Laws (a "Prohibited Jurisdiction") and Customer shall not provide access to the Services to any government, entity, or individual located in any Prohibited Jurisdiction. Customer represents, warrants and covenants that (i) Customer is not named on any U.S. government list of persons or entities prohibited or restricted from receiving U.S. exports, or transacting with any U.S. person, (ii) Customer is not a national of, or a company registered in, any Prohibited Jurisdiction, (iii) Customer shall not permit its Users to access or use the Services in violation of any U.S. or other applicable export embargoes, prohibitions or restrictions, and (iv) Customer shall comply with all Applicable Laws regarding the transmission of technical data exported from the United States and the country in which Customer and its Users are located.

12.10 Miscellaneous

The official language of this Agreement is, and all attachments or amendments to this Agreement, contract interpretations, notices and dispute resolutions shall be in English. Translations of this Agreement shall not be construed as official or original versions. No exclusive rights are granted by Oversai under this Agreement. All rights or licenses not expressly granted to Customer herein are reserved to Oversai, including the right to license the use of the Subscription Services and any Software to other parties. Any reference to a law or statute in this Agreement shall be deemed to include any amendment, replacement, re-enactment thereof for the time being in force and to include any by-laws, statutory instruments, rules, regulations, orders, notices, directions, consents, or permissions (together with any conditions attaching to any of the foregoing) made in respect thereof.