Wolfia Inc. Master Subscription Agreement

This Wolfia Master Subscription Agreement (“MSA”) is effective as of the effective date of an applicable signed order form (“Order Form” and such date the “Effective Date”) and is by and between Wolfia Inc., a Delaware corporation with its principal place of business at 10500 Avery Club Drive Unit 6, Austin TX 78717 (“Wolfia”), and the customer (i) set forth on the Order Form or (ii) who registers for the Services on a free trial basis (“Trial Services”) and accepts this MSA (each, a “Customer”) (each a “Party” and together the “Parties”). In the event of any inconsistency or conflict between the terms of the MSA and the terms of any Order Form, the terms of the Order Form control. If Customer is provided with access to the Services on a free trial basis, the section of this Agreement entitled “Free Trial Services” will govern such access and, unless as otherwise indicated on an applicable Order Form, certain of Wolfia’s obligations under this MSA will not apply, as further described below.

1. Services

The “Services” mean the products and services that are ordered by Customer from Wolfia in an Order Form referencing this MSA or, if applicable, the Trial Services that are made available to Customer. Services include Wolfia’s AI-powered knowledge base platform, enterprise answer engine, related software, documentation (including docs.wolfia.com), and any related support or maintenance provided by Wolfia. Services exclude any products or services provided by third parties, even if Customer has connected those products or services to the Services (e.g., via integrations). Subject to the terms and conditions of this MSA, Wolfia will make the Services available to Customer during the Term.

2. Fees and Payment

2.1 Fees: Customer will pay the fees specified in the Order Form (the “Fees”).

2.2 Payment; Taxes: Customer shall keep a valid payment method on file with Wolfia for payment of Fees, unless otherwise agreed in the Order Form. Wolfia shall invoice Customer for Fees, either within the Services interface or directly, within thirty (30) days of the Effective Date, the start of the Renewal Term (as defined below), or otherwise as specified in the Order Form. Unless otherwise specified in the Order Form, Customer shall pay all invoiced Fees (i) charged automatically via the payment method associated with Customer's Wolfia account or (ii) if agreed otherwise in writing by both parties, within thirty (30) days of the invoice date. In the event of non-payment of Fees by Customer for thirty (30) days after the due date, Customer’s access to the Services may be suspended upon notice until the outstanding balance is paid in full. Fees do not include any local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, use or withholding taxes (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder, except for Taxes assessable against Wolfia based on its income, property, and employees.

2.3 Price Changes: Wolfia reserves the right to change prices for the Services from time to time, in its sole discretion. Any price changes will be effective upon the commencement of Customer’s next Renewal Term, provided that Wolfia shall provide Customer with reasonable notice (at least 30 days) of any such fee increase prior to the expiration of the then-current Term.

2.4 Discounts and Promotional Pricing: Prices specified in the Order Form may include discounts or promotional pricing. These discounts or promotional pricing amounts may be temporary and may expire upon the commencement of a Renewal Term, without additional notice unless otherwise specified in the Order Form. Wolfia reserves the right to discontinue or modify any promotion, sale or special offer at its sole and reasonable discretion.

2.5 Free Trial Services: If Customer is granted access to Trial Services, Wolfia will make the applicable Trial Services available to Customer pursuant to this MSA starting from the time that Customer registers and is approved for such Trial Services until the earlier of: (a) the end of the Trial Services period communicated to Customer; (b) the start date of any Order Form executed by Customer for Service(s) in exchange for payment; or (c) termination by Wolfia in its sole discretion.

ANY CUSTOMER INFORMATION THAT CUSTOMER PROVIDES OR MAKES AVAILABLE TO WOLFIA DURING THE PROVISION OF TRIAL SERVICES MAY BE PERMANENTLY DELETED, AT WOLFIA’S DISCRETION, UNLESS CUSTOMER EXECUTES AN ORDER FORM FOR THE SAME SERVICES AS THOSE COVERED BY THE TRIAL SERVICES OR EXPORTS SUCH CUSTOMER INFORMATION BEFORE THE END OF THE TRIAL SERVICES PERIOD.

NOTWITHSTANDING THE “REPRESENTATIONS, WARRANTIES AND DISCLAIMERS” SECTION AND “INDEMNIFICATION” SECTION BELOW, FREE TRIAL SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND WOLFIA SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE TRIAL SERVICES UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE WOLFIA’S LIABILITY WITH RESPECT TO THE TRIAL SERVICES SHALL NOT EXCEED $100.00 USD. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE “LIMITATION OF LIABILITY” SECTION BELOW, CUSTOMER SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO WOLFIA AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF CUSTOMER’S USE OF THE TRIAL SERVICES, ANY BREACH BY CUSTOMER OF THIS AGREEMENT AND ANY OF CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREUNDER.

3. Term and Termination

3.1 Term and Renewal: This MSA commences on the Effective Date and will remain in effect through the initial term specified in the Order Form (or, in the case of Trial Services, for the agreed trial period). If the Order Form does not specify, the initial term will be one year. Unless otherwise specified in the Order Form or terminated earlier in accordance with this Section, this MSA and the associated Order Form(s) will automatically renew for successive periods equal in duration to the initial term (each a “Renewal Term,” and collectively with the initial term, the “Term”), unless either Party provides the other with written notice of non-renewal at least thirty (30) days prior to the end of the then-current Term.

3.2 Termination for Cause: A Party may terminate this MSA for cause (a) upon written notice to the other Party of a material breach if such breach remains uncured after ten (10) days from the date of the breaching Party’s receipt of such notice; 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. Wolfia may terminate this MSA immediately upon written notice if Customer breaches Section 4.5 (Prohibited Uses) or Section 4.6 (No AI Training). Non-payment of Fees by Customer for sixty (60) days after the due date will be considered a material breach of this MSA.

3.3 Effect of Termination and Survival: Upon termination or expiration of this MSA or any Order Form (a) with respect to termination of the entire MSA, all Order Forms will concurrently terminate, (b) Customer will have no further right to use the Services under the terminated or expired Order Forms and Wolfia will remove Customer’s access to same, and (c) unless otherwise specified in writing or required by law, Customer will not be entitled to any refund of fees paid. The following Sections will survive termination or expiration: Section 2 (Fees and Payment, for amounts accrued before termination), Section 4 (Ownership, License, and Use - specifically 4.1, 4.2, 4.6), Section 5 (Confidentiality), Section 7.3 (Disclaimers), Section 8 (Indemnification), Section 9 (Limitation of Liability), and Section 10 (Miscellaneous Provisions). Termination of this MSA will not limit a Party’s liability for obligations accrued as of or prior to such termination or for any breach of this MSA.

4. Ownership, License, and Use of the Services

4.1 Ownership: Each Party will retain all rights, title and interest in any of its patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (“Intellectual Property Rights”). Wolfia will retain all Intellectual Property Rights in the Services, its underlying technology, documentation, and all components thereof or used to provide the Services, including any modifications, enhancements, or derivative works created by or for Wolfia (the “Services Information”). Customer will retain all Intellectual Property Rights in all data, information, content, and materials it provides to Wolfia, inputs into the Services, or connects to the Services (other than Feedback as described below) (“Customer Information”).

4.2 Feedback: Customer may, under this MSA, provide suggestions, enhancement requests, recommendations about the Services, or other feedback to Wolfia (the “Feedback”). Customer hereby grants Wolfia a fully paid-up, royalty-free, worldwide, transferable, sub-licensable (through multiple layers), assignable, irrevocable and perpetual license to implement, use, modify, commercially exploit, incorporate into the Services, or otherwise use any Feedback for any purpose without restriction or attribution. Wolfia also reserves the right to seek intellectual property protection for any features, functionality or components that may be based on or that were initiated by such Feedback. Feedback is not Customer Information or Customer's Confidential Information.

4.3 Licenses: Subject to Customer's compliance with this MSA and the applicable Order Form, Wolfia hereby grants Customer a limited, non-exclusive, non-transferable (except as permitted in Section 10.2), non-sublicensable right and license during the Term to access and use the Services solely for Customer’s internal business purposes, consistent with the documentation and any usage limits specified in the Order Form. Customer hereby grants Wolfia a limited, non-exclusive, royalty-free, worldwide license during the Term to use, reproduce, modify (solely for formatting/display), and process the Customer Information solely as necessary to provide, maintain, and improve the Services to Customer and to perform Wolfia's obligations under this MSA.

4.4 Authorized Users: Customer may designate and provide access to the Services to its employees, agents, or authorized contractors for whom Customer has purchased subscriptions (each an “Authorized User”), subject to any limits in the Order Form. Customer is responsible for all use and misuse of the Services by its Authorized Users and for their compliance with this MSA. References to Customer herein will be deemed to apply to Authorized Users as necessary and applicable. Customer agrees to promptly notify Wolfia of any unauthorized access or use of which Customer becomes aware. Authorized Users are strictly prohibited from sharing their accounts or account credentials, and doing so is a material breach of this MSA by Customer.

4.5 Prohibited Uses: Customer and its Authorized Users will not: (a) sell, resell, license, sublicense, distribute, rent, lease, or permit access to the Services by any third party except as expressly permitted for Authorized Users herein; (b) use the Services in violation of applicable laws, regulations, or third-party rights (including privacy and intellectual property rights); (c) interfere with, disrupt, or attempt to gain unauthorized access to the Services or related systems or networks; (d) attempt to decompile, disassemble, reverse engineer, discover the underlying source code, structure, or algorithms of the Services (except to the extent such restrictions are prohibited by applicable law); (e) provide Wolfia any Customer Information or Feedback that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable; (f) transfer to the Services or otherwise use on the Services any malicious code, viruses, worms, time bombs, Trojan horses, or other harmful or destructive code or exploit; (g) use any robot, spider, data scraping, or extraction tool or similar automated mechanism to access or collect data from the Services, except as may be explicitly enabled through documented APIs; (h) provide access to the Services to an individual or entity associated with a Wolfia Competitor (defined below); (i) use the Services to develop a competing product or service, or extract information from the Services for such purpose; (j) encumber, time-share or use the Services in any service bureau arrangement or otherwise for the benefit of any third party other than Authorized Users; (k) copy, distribute, manufacture, adapt, create derivative works of, translate, localize, port or otherwise modify any aspect of the Services except as expressly permitted herein; or (l) permit or encourage any third party to engage in any of the foregoing proscribed acts. A “Wolfia Competitor” is any entity that offers or develops products or services substantially similar to the Services provided by Wolfia. Customer will promptly notify Wolfia of any known or suspected violation of this section. Wolfia reserves the right, without limiting other remedies, to suspend Customer's and/or any Authorized User’s access to the Services if Wolfia reasonably suspects a breach of this Section 4.5.

4.6 No AI Training on Customer Information: Notwithstanding any other provision in this MSA, Wolfia shall not use any Customer Information (including queries submitted by Authorized Users and the content indexed by the Services) to train, develop, improve, or otherwise enhance any general-purpose artificial intelligence or machine learning models, including those offered by Wolfia or third parties, unless Customer provides explicit, prior written consent for such specific use. Usage data that is aggregated and anonymized such that it cannot identify Customer or any individual may be used for service improvement purposes as described in the Privacy Policy, but not for training general-purpose AI/ML models offered externally.

5. Confidentiality

5.1 Definition: If the Parties have executed a separate mutual nondisclosure agreement regarding the subject matter hereof ("Separate MNDA"), the terms of the Separate MNDA shall control. Otherwise, "Confidential Information" means all non-public information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Wolfia's Confidential Information includes, without limitation, the Services Information, the terms of this MSA and any Order Forms (including pricing), and its business and marketing plans, technology and technical information, product plans and designs, and business processes. Customer's Confidential Information includes, without limitation, the Customer Information. Confidential Information does not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information. Feedback is not Confidential Information.

5.2 Protection of Confidential Information: The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care). The Receiving Party agrees (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this MSA, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its affiliates’ employees and contractors who need that access for purposes consistent with this MSA and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither Party will disclose the terms of this MSA or any Order Form to any third party other than its affiliates, legal counsel and accountants without the other Party’s prior written consent, provided that a Party that makes any such disclosure to its affiliate, legal counsel or accountants will remain responsible for such third party’s compliance with this Section.

5.3 Compelled Disclosure: The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law or legal process to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

6. Privacy and Security Practices

Wolfia handles Customer Information, including personal data, in accordance with its Privacy Policy available at https://wolfia.com/privacy (the “Privacy Policy”). Wolfia’s current security and data protection practices are described in its Security Statement available at https://wolfia.com/security (the “Security Statement”). By using the Services, Customer acknowledges and agrees to the processing of Customer Information as described in the Privacy Policy and Security Statement.

7. Representations, Warranties, and Disclaimers

7.1 Authority: Each Party represents that it has validly entered into this MSA and has the legal power and authority to do so.

7.2 Wolfia’s Warranties: Wolfia warrants that during the applicable Term (a) the Services will perform materially in accordance with the applicable documentation provided by Wolfia (including at docs.wolfia.com); and (b) the Security Statement accurately describes in all material respects the applicable administrative, physical, and technical safeguards implemented by Wolfia for protection of the security, confidentiality, and integrity of Customer Information processed by the Services. For any breach of a warranty in this section, Customer’s exclusive remedy, and Wolfia’s entire liability, shall be termination of this MSA as described in Section 3.2 (Termination for Cause) and any refund specifically provided for termination for cause (if applicable).

7.3 Disclaimers: EXCEPT AS EXPRESSLY PROVIDED IN SECTION 7.2, THE SERVICES, INCLUDING ALL SERVER AND NETWORK COMPONENTS, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, WOLFIA EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WOLFIA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE. NO INFORMATION OR ADVICE OBTAINED BY CUSTOMER FROM WOLFIA OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS MSA. CUSTOMER ACKNOWLEDGES THAT WOLFIA DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. WOLFIA IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. THE PARTIES ADDITIONALLY AGREE THAT WOLFIA WILL HAVE NO LIABILITY OR RESPONSIBILITY FOR CUSTOMER’S VARIOUS COMPLIANCE PROGRAMS, AND THAT THE SERVICES ARE ONLY TOOLS FOR ASSISTING CUSTOMER IN MANAGING AND ACCESSING ITS KNOWLEDGE BASE AND INFORMATION.

8. Indemnification

8.1 Indemnification by Wolfia: Wolfia will defend Customer and its affiliates, officers, directors, and employees against any third-party claim, suit, action, or proceeding (each, a "Claim") brought against Customer alleging that Customer's use of the Services as permitted hereunder infringes or misappropriates a third party’s valid patent, copyright, trademark, or trade secret. Wolfia will indemnify Customer for any damages, attorney fees and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a settlement approved by Wolfia in writing of, such a Claim, provided that Customer (a) promptly gives Wolfia written notice of the Claim; (b) gives Wolfia sole control of the defense and settlement of the Claim (except that Wolfia may not settle any Claim unless it unconditionally releases Customer of all liability related to the Claim); and (c) gives Wolfia all reasonable assistance, at Wolfia’s expense. If the Services become, or in Wolfia’s opinion are likely to become, the subject of an infringement Claim, Wolfia may, at its option and expense, (i) procure for Customer the right to continue using the Services; (ii) replace or modify the Services to be non-infringing without materially diminishing the functionality; or (iii) if options (i) or (ii) are not commercially reasonable, terminate this MSA and the applicable Order Form(s) and refund Customer any prepaid fees covering the remainder of the term of the terminated subscriptions. Wolfia will have no liability or obligation under this Section 8.1 with respect to any Claim if such claim is caused in whole or in part by (x) combination or use of the Services with software, hardware, data, or processes not provided by Wolfia, where the Services would not otherwise be infringing; (y) modification of the Services by anyone other than Wolfia or its agents; (z) Customer’s use of the Services in breach of this MSA or the applicable Order Form; or (aa) Customer's use of Trial Services. This Section 8.1 states Wolfia's sole liability and Customer's exclusive remedy for any third-party claims of intellectual property infringement.

8.2 Indemnification by Customer: Customer will defend Wolfia and its affiliates, officers, directors, and employees against any Claim arising out of or relating to (a) Customer's or its Authorized Users' use of the Services in violation of Section 4.5 (Prohibited Uses) or applicable law; or (b) Customer Information, including any Claim alleging that the Customer Information infringes or misappropriates a third party’s rights or violates applicable law. Customer will indemnify Wolfia for any damages, attorney fees and costs finally awarded against Wolfia as a result of, or for amounts paid by Wolfia under a settlement approved by Customer in writing of, such a Claim; provided that Wolfia (i) promptly gives Customer written notice of the Claim; (ii) gives Customer sole control of the defense and settlement of the Claim (except that Customer may not settle any Claim unless it unconditionally releases Wolfia of all liability related to the Claim); and (iii) gives Customer all reasonable assistance, at Customer’s expense.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) WILL EITHER PARTY TO THIS MSA, OR THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS OR LICENSORS, BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA (EXCEPT FOR WOLFIA'S OBLIGATIONS UNDER SECTION 6 AND THE SECURITY STATEMENT), BUSINESS INTERRUPTION, LOSS OF GOODWILL, COSTS OF COVER OR REPLACEMENT, OR FOR ANY TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGES, INCURRED BY THE OTHER PARTY OR ANY THIRD PARTY IN CONNECTION WITH THIS MSA OR THE SERVICES, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS MSA, EITHER PARTY’S AGGREGATE LIABILITY TO THE OTHER PARTY OR ANY THIRD PARTY ARISING OUT OF THIS MSA OR THE SERVICES WILL IN NO EVENT EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO WOLFIA UNDER THE APPLICABLE ORDER FORM(S) DURING THE TWELVE (12) MONTHS PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY.

THE FOREGOING LIMITATION OF LIABILITY IN THE PRECEDING PARAGRAPH SHALL NOT APPLY TO: (A) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 8; (B) EITHER PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 5 (EXCLUDING LIABILITY RELATED TO CUSTOMER INFORMATION, WHICH REMAINS SUBJECT TO THE AGGREGATE LIABILITY CAP); (C) CUSTOMER'S PAYMENT OBLIGATIONS; OR (D) LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. FOR LIABILITIES ARISING UNDER (A), (B), OR (D) ABOVE, EACH PARTY'S AGGREGATE LIABILITY SHALL NOT EXCEED FIVE (5) TIMES THE TOTAL FEES ACTUALLY PAID BY CUSTOMER DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY. LIABILITY FOR TRIAL SERVICES IS LIMITED AS SET FORTH IN SECTION 2.5.

CUSTOMER ACKNOWLEDGES AND AGREES THAT THE ESSENTIAL PURPOSE OF THIS SECTION 9 IS TO ALLOCATE THE RISKS UNDER THIS MSA BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE FEES CHARGED, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF WOLFIA WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. WOLFIA HAS RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE CUSTOMER WITH THE RIGHTS TO ACCESS AND USE THE SERVICES PROVIDED FOR IN THIS MSA. THE LIMITATIONS OF LIABILITY SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CUSTOMER AND WOLFIA. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

10. Miscellaneous Provisions

10.1 Entire Agreement: This MSA, together with all active Order Forms, the Privacy Policy, the Security Statement, and the Separate MNDA (if applicable), constitutes the entire agreement between the Parties concerning its subject matter and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this MSA will be effective unless in writing and signed by the Party against whom the modification, amendment or waiver is to be asserted.

10.2 Assignment: Neither Party may assign this MSA or any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other Party’s prior written consent (not to be unreasonably withheld); provided, however, either Party may assign this MSA in its entirety (including all Order Forms), without the other Party’s consent, to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided the assignee agrees in writing to be bound by the terms of this MSA and is not a direct competitor of the non-assigning Party. Any purported assignment in violation of this section is void. Subject to the foregoing, this MSA will bind and inure to the benefit of the Parties, their respective successors and permitted assigns.

10.3 Severability: If any provision of this MSA is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this MSA will remain in effect. The provision shall be modified by the court and interpreted so as to best accomplish the objectives of the original provision to the fullest extent permitted by law.

10.4 Relationship of the Parties: The Parties are independent contractors. This MSA does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties. Neither Party will have authority to make or accept any offers or representations on behalf of the other Party.

10.5 Notices: All notices under this MSA must be in writing and will be deemed to have been duly given (a) when received, if personally delivered; (b) when receipt is electronically confirmed, if transmitted by facsimile or email; (c) the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and (d) upon receipt, if sent by certified or registered mail, return receipt requested. Notices to Wolfia must be sent to: Wolfia Inc., Attn: Legal Department, at 10500 Avery Club Drive Unit 6, Austin TX 78717, with a copy to legal@wolfia.com. Notices to Customer will be sent to the addresses or email addresses set forth in the Order Form or Customer's account information. A Party may update its contact information for notices by giving notice to the other Party in accordance with this section.

10.6 Governing Law and Venue: This MSA, and any disputes arising out of or related hereto, will be governed exclusively by the internal laws of the State of California, without regard to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods. The state and federal courts located in San Francisco County, California will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this MSA or its formation, interpretation or enforcement. Each Party hereby consents and submits to the exclusive jurisdiction of such courts.

10.7 Export Compliance: The Services and other technology Wolfia makes available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Customer represents that it is not named on any U.S. government denied-party list. Customer shall not permit Authorized Users to access or use any Service or Content in a U.S.-embargoed country (currently Cuba, Iran, North Korea, Syria or the Crimea region of Ukraine) or in violation of any U.S. export law or regulation. Customer agrees to comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations ("EAR") maintained by the U.S. Department of Commerce, and trade and economic sanctions maintained by the Treasury Department's Office of Foreign Assets Control ("OFAC").

10.8 Anti-Corruption: Customer agrees that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Wolfia’s employees or agents in connection with this MSA. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Customer learns of any violation of the above restriction, Customer will use reasonable efforts to promptly notify Wolfia’s Legal Department at legal@wolfia.com.

10.9 Publicity and Marketing: Customer agrees that Wolfia may identify Customer as a customer of Wolfia and use Customer's name, logo, and trademarks in Wolfia's promotional and marketing materials, including on its website and in sales presentations, subject to Customer's standard trademark usage guidelines provided to Wolfia. Wolfia may also share aggregated and/or anonymized information regarding use of the Services for marketing or analytical purposes, provided such information does not identify Customer or any individual.

10.10 Amendments: Wolfia may amend this MSA from time to time by posting an amended version at wolfia.com/terms (or successor URL) and providing Customer at least ten (10) days' notice thereof (email to the account administrator sufficient). Customer’s continued use of the Services following the effective date of any such amendment will constitute Customer's acceptance of such amendment. If Customer objects to the amendment, Customer's sole recourse is to terminate this MSA effective upon the date the amendment would otherwise take effect, by providing written notice to Wolfia prior to such date.

10.11 Waiver: No failure or delay by either Party in exercising any right under this MSA will constitute a waiver of that right or any other right. A waiver on one occasion will not be construed as a waiver of any right or remedy on any future occasion. All waivers must be in writing and signed by an authorized representative of the waiving Party.