Master Subscription Agreement

Last updated: March 25, 2026

THIS MASTER SUBSCRIPTION AGREEMENT ("AGREEMENT") GOVERNS YOUR ACCESS TO AND USE OF THE OPHELEON SOFTWARE-AS-A-SERVICE (SaaS) PLATFORM.

BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, EXECUTING THIS AGREEMENT, AND/OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST [NOT] ACCEPT THIS AGREEMENT AND MAY [NOT] ACCESS OR USE THE SERVICES.

You may not access the Services if You are Our direct competitor, except with Our prior written consent. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

This Agreement was last updated on March 25, 2026. It is effective between You and Us as of the date You accept this Agreement as described above.

1. DEFINITIONS

"Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

"Agreement" means this Master Subscription Agreement.

"AI Features" means any functionality of the Services that generate, predict, recommend, or otherwise produce Outputs using artificial intelligence, machine learning, or generative models.

"Beta Services" means services or functionality that may be made available to You to try at Your option and are clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description.

"Documentation" means Our online help and training materials for the Services accessible via https://docs.opheleon.ai as updated from time to time.

"Input" means any data, prompt, or other content submitted by You, Your Affiliate(s), and/or Users into the AI Features.

"Malicious Code" means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.

"Order Form" means the ordering documents for purchases hereunder, including addenda thereto, that are entered into between You and Us from time to time. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto. Order Forms shall be deemed incorporated herein by reference.

"Output" means data or content generated by the AI Features in response to one or more Inputs.

"Services" means the online, Web-based applications and platform provided by or through Us via https://app.opheleon.ai and/or other designated websites as described in the Documentation, subscriptions or credits to which are purchased by You or Your Affiliates, including any associated offline components, AI Features and Training Data, but excluding Third-Party Applications.

"Subscription Term" means the period of time from the start date to the end date specified in each Order Form for each subscription or credit purchased thereunder. Each renewal of a subscription or credits, whether automatic or in writing, shall constitute a new Subscription Term.

"Support" means the service to restore Services or correct Services anomalies. The current version of the Support policies can be found at https://docs.opheleon.ai/support

"Third-Party Applications" means online, Web-based applications and offline software products that are provided by third parties pursuant to an agreement between You (and/or Your Affiliate) and said third parties, but may be configured to interoperate with the Services.

"Training Data" means data or content used to train, fine-tune, or otherwise improve the AI Features.

"Users" means individuals who are authorized by You to use the Services, pursuant to the subscriptions to the Services that You have purchased and this Agreement. Users may include but are not limited to Your employees, consultants, contractors, and agents, or third parties with which You transact business.

"We", "Us", or "Our" means Circles LLC and Affiliates of Circles LLC.

"You" or "Your" means the company or other legal entity for which You are accepting this Agreement, and Affiliates of that company or entity.

"Your Content" means electronic data and information submitted by or for You to the Services (excluding Third-Party Applications) or collected and processed by or for You using the Services (excluding Third-Party Applications). Your Content is and remains Your property at all times and includes especially the data You provide, including Input and Output.

2. SERVICES

2.1. Provision of Services. We shall make the Services available to You pursuant to this Agreement and the relevant Order Forms during each Subscription Term and Your timely payment of all applicable fees. You agree that Your purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Us regarding future functionality or features.

2.2. Subscriptions and Usage Limits. Except to the extent otherwise specified in the applicable Order Form, (a) subscriptions or credits to the Services are limited to the quantities specified in each Order Form, (b) additional subscriptions or credits may be purchased during the Subscription Term by paying additional fees for such additional subscriptions or credits and (c) the added subscriptions or credits shall terminate or expire on the same date as the underlying subscriptions or credits. If You exceed a contractual usage limit, You agree to pay for each overage at the rate specified in the applicable Order Form, subject to the other limitations set forth in the applicable Order Form.

2.3. User Rights. Users access the Services using credentials (id and password) each time they log into the Services. The initial User shall be designated the admin User and have the right to add or delete any other User as well as to delete Your account to the Services (upon which all User credentials will terminate), under Your sole liability. These credentials are personal, confidential, and used by each applicable User under Your sole liability and may not be shared with any other individual.

2.4. AI Features. You agree that, subject to the other terms and conditions of this Agreement (including, without limitation, Section 6 (Confidentiality) of this Agreement), We may use third-party AI models and/or sub-processors to provide the AI Features; provided, however, that We will not: (a) feed, input, or upload any of Your Content, directly or indirectly, to any third-party AI models, except as required by the Services to which You or Your Affiliate have subscribed or (b) use, or allow a third party to use, Your Content, directly or indirectly, to train, validate, test, retrain, or improve any AI models, except as expressly set forth in this Agreement (including, without limitation Section 5.3 (Ownership of AI-Related Features, Data, and Content) of this Agreement). We shall remain responsible for the performance and compliance with this Agreement by any third party and/or sub-processor that We use to provide the AI Features.

3. USE OF THE SERVICES

3.1. Our Responsibilities. In addition to providing the Services as described in Section 2, We shall provide You with standard Support, in accordance with Our then-current support policy for the Services, during the applicable Subscription Term and at no additional charge.

3.2. Your Responsibilities. You shall (a) be responsible for any action or omission of Your Users as well as for Your Users' compliance with this Agreement, the Documentation, and each of the Order Forms, (b) be solely responsible for the accuracy, quality, integrity, and legality of Your Content and of the means by which You acquired and/or created Your Content and Your use of Your Content with Our Services, (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Us promptly of any such unauthorized access or use (or any loss or theft of credentials), and (d) use the Services only in accordance with their purposes, this Agreement, the Documentation, each of the Order Forms, and applicable laws and government regulations.

3.3. Usage Restrictions. You will not, directly or through any Affiliate, agent or third party, except to the extent applicable law permits: (a) make any Services available to, or use any Services for the benefit of, anyone other than You, Your Affiliates, or Users, (b) reproduce, sell, resell, license, sublicense, distribute, rent or lease any part of the Services, or include any Services in a service bureau or outsourcing offering, (c) 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 privacy rights, (d) use the Services to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any Services or third-party data or content contained therein, (f) attempt to gain unauthorized access to any part of the Services or their related systems or networks or defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection mechanisms in the Services, including without limitation any mechanism used to restrict or control the functionality of the Services, (g) permit direct or indirect access to or use of any part of the Services in a way that circumvents a contractual usage limit, (h) copy, adapt, modify, or creative derivative works of the Services or any part, feature, function, or user interface thereof, (i) frame, interface, integrate, or mirror any part of the Services, other than framing on Your own intranets or otherwise for Your own internal business purposes or as permitted in the Documentation, (j) access any part of the Services in order to build a competitive product or service, or (k) de-compile, disassemble, reverse engineer, or otherwise attempt to derive source code or underlying ideas, algorithms, structure, or organization of any part of the Services (to the extent such restriction is permitted by law). Similarly, extraction or re-use of a qualitatively or quantitatively substantial part of the libraries linked to the Services is prohibited. In the event of a violation of Section 2.2. (Subscriptions and Usage Limits), Section 2.3. (User Rights), and/or this Section 3.3. (Usage Restrictions), We reserve the right (i) to delete Your Content allegedly infringing in the event of an emergency or threat to the technical infrastructure of the Services, (ii) to suspend access to the Services immediately and without notice, and/or (iii) to terminate the relevant subscription(s) or Order Form(s). During such suspension under (i), You will remain liable for any amount normally due under this Agreement and each Order Form. Suspension of Services due to Your misuse is not deemed an availability issue. Likewise, termination under (ii) will not give rise to any compensation whatsoever, without prejudice to any damages that We may claim as a result of Your actions or those of Your Users.

3.4. Your Content. We will make commercially reasonable efforts to maintain administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Your Content. You expressly grant Us (and Our hosting service provider, if applicable) a personal, non-assignable, and non-transferable right to reproduce Your Content on the technical infrastructure of the Services for the purposes of providing the Services, to anonymize or aggregate Your Content to prepare reports, studies, analyses, enhancements, and other work product ([provided], [however], that under no circumstances shall We distribute or otherwise make available data or information that is identifiable as Your Content to any third party other than Us, Our Affiliates, You, Your Users, or any third party approved by You in writing), and to perform this Agreement, to the exclusion of any other use or purpose, for each Subscription Term and worldwide. The Services do not include any monitoring or cleaning of Your Content, which integrity, lawfulness, and use remain under Your sole liability. We make no use or reproduction of Your Content that is not strictly necessary for the provision of the Services and as otherwise specified herein. We will not access Your Content except: (a) at Your request, to provide technical support or to assist in the implementation or configuration of the Services; (b) as expressly provided herein; or (c) as compelled by law in accordance with Section 6.3 (Compelled Disclosure).

4. FEES AND PAYMENT

4.1. Fees. You shall pay all fees specified in all Order Forms hereunder. Fees are indicated without taxes, in U.S. dollars, net and excluding discounts. Except as otherwise specified herein or in an Order Form, (a) fees are based on subscriptions or credits purchased and not actual usage, (b) payment obligations are non-cancellable and fees paid are non-refundable, and (c) quantities purchased cannot be decreased during the relevant Subscription Term stated on the Order Form. Subscription or credit fees are based on monthly periods that begin on the subscription start date and end on the subscription end date specified in the applicable Order Form; fees for subscriptions or credits added in the middle of any such monthly period will be prorated based on the month in which they are added and thereafter will be charged for the full monthly period of each the Subscription Term.

4.2. Invoicing and Payment. Fees will be invoiced monthly in advance. Unless otherwise stated in the Order Form, fees are due net 30 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information as well as for payment of any fees or charges associated with Your payment, other than those charged by Our bank.

4.3. Overdue Charges. If any invoiced amount is not received by Us by the due date, then without limiting Our rights or remedies and at Our discretion, (a) those amounts 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, from the date such payment was due until the date paid and/or (b) We may condition future subscriptions or credits on payment terms shorter than those specified in Section 4.2 (Invoicing and Payment).

4.4. Suspension of Services and Acceleration. If any amount owing by You under this or any other agreement for Our services is 30 or more days overdue, We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under this Agreement and/or such other agreements so that all such obligations become immediately due and payable, and suspend access to the Services and/or Our other services to You until such amounts are paid in full. We will give You at least 10 days' prior notice that Your account is overdue, in accordance with Section 11.1 (Notices), before suspending Your access to the Services and/or any other services to You. Suspension for late payment is not deemed an availability issue of the Services. During suspension, You remain liable for any amount normally due under this Agreement.

4.5. Payment Disputes. We shall not exercise Our rights under Section 4.3 (Overdue Charges) or 4.4 (Suspension of Services and Acceleration) if the applicable fees are under reasonable and good-faith dispute and You are cooperating diligently to resolve the dispute.

4.6. Taxes. Unless otherwise stated, Our fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including but not limited to so-called Value-Added Tax (VAT), sales, use, or withholding taxes, assessable by any local, state, provincial, federal, or foreign jurisdiction (individually and collectively, "Taxes"). You are responsible for paying all Taxes associated with the Services provided to You hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this Section 4.6, the appropriate amount shall be invoiced to and paid by You, unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, We are solely responsible for taxes assessable against Us based on Our income, property and employees.

5. PROPRIETARY RIGHTS

5.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, We and Our licensors reserve all of Our/their right, title, and interest in and to the Services, including all of Our/their related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein. You agree not to, and not to permit Your Affiliate(s) or User(s), to remove any proprietary notices on or related to the Services, including, without limitation, any statements that the Services or displays generated therefrom are "powered by" Us.

5.2. Ownership of Your Content. As between Us and You, You exclusively own all rights, title, and interest in and to all of Your Content.

5.3. Ownership of AI-Related Features, Data, and Content. As between You and Us, and to the maximum extent permitted by law, You own all right, title, and interest in and to all Input and Output; provided, however, that You hereby grant to Us and Our Affiliates a royalty-free, worldwide, transferable, sub-licensable, irrevocable, and perpetual license to aggregate and anonymize all such Input and Output and to: (a) incorporate such aggregated and anonymized data and content into the Training Data and (b) use such aggregated and anonymized data and content to otherwise improve the Services, including the AI Features. As between You and Us, and to the maximum extent permitted by law, We own all right, title, and interest in and to the AI Features and the Training Data.

5.4. Suggestions. We shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations, correction, or other feedback provided by You, including Users, relating to the functionality and/or operation of the Services.

6. CONFIDENTIALITY

6.1. Definition of Confidential Information. As used herein, "Confidential Information" means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether electronically, orally or in writing, that (i) if disclosed in tangible form, is conspicuously marked as "Confidential", and (ii) if disclosed in non-tangible form, is identified as confidential at the time of disclosure and summarized in tangible form conspicuously marked "Confidential" within 30 days of the original disclosure. In addition, Your Confidential Information shall include Your Content; Our Confidential Information shall include the Services; and Confidential Information of each party shall include the terms and conditions of this Agreement and all Order Forms (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party (provided that either party may disclose the terms and conditions of this Agreement and any Order Forms to potential investors and acquirers in connection with bona fide financing or acquisition due diligence). However, Confidential Information shall not include any information that (a) is or becomes generally known to the public without breach of any obligation of confidentiality owed to the Disclosing Party, (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation of confidentiality owed to the Disclosing Party, (c) is received from a third party without breach of any obligation of confidentiality owed to the Disclosing Party, or (d) was independently developed by the Receiving Party.

6.2. Protection of Confidential Information. Except as otherwise permitted in writing by the Disclosing Party, (a) the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party in the Receiving Party's possession for any purpose outside the scope of this Agreement and (b) the Receiving Party shall only disclose Confidential Information of the Disclosing Party to those of its employees, contractors, and agents who need such access for purposes consistent with this Agreement 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 Agreement or any Order Form to any third party other than as permitted in Section 6.1 or to 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 Affiliate's, legal counsel's or accountant's compliance with this Section 6.2. For clarity, You acknowledge and agree that We have no control over (or responsibility for) any information that You may provide to, store on, or otherwise process using any Third-Party Applications.

6.3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such 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 such Confidential Information.

7. WARRANTIES AND DISCLAIMERS

7.1. Our Warranties. Subject to Section 7.3 (Disclaimer), We warrant that (a) the Services shall perform materially in accordance with the Documentation and (b) subject to Section 7.4 (Third-Party Applications), the functionality of the Services will not be materially decreased during a Subscription Term. For any breach of either such warranty, Your exclusive remedy shall be as provided in Section 10.3 (Termination for Cause) and Section 10.4 (Refund or Payment upon Termination) below.

7.2. Mutual Warranties. Each party represents and warrants that (a) it has the legal power to enter into this Agreement and (b) it will not transmit to the other party any Malicious Code (except for Malicious Code first transmitted to the warranting party by the other party).

7.3. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN OR TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND EACH PARTY AND THEIR LICENSORS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, UNINTERRUPTED OR ERROR-FREE SERVICE, ERROR CORRECTION, AVAILABILITY, ACCURACY, AND ANY AND ALL IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. BETA SERVICES AND AI FEATURES ARE PROVIDED "AS IS", EXCLUSIVE OF ANY WARRANTY WHATSOEVER. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, THAT THE BETA FEATURES OR AI FEATURES WILL BE ERROR-FREE, ACCURATE, OR FIT FOR A PARTICULAR PURPOSE. YOU ACKNOWLEDGE THAT OUTPUTS MAY BE INCOMPLETE, BIASED, OR OTHERWISE UNRELIABLE AND AGREE NOT TO USE OUTPUTS AS THE SOLE BASIS FOR CRITICAL DECISIONS. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.

7.4. Third-Party Applications. Your use of Third-Party Applications is governed entirely by the terms of Your agreement with the relevant third party. Nothing in this Agreement creates any rights or obligations on Our part with respect to such Third-Party Applications nor should this Agreement be construed as creating any rights or obligations on the part of any third party providing Third-Party Applications with respect to Our Services. We decline and disclaim any and all liability if an issue of the Services or affecting Your Content is due to Third-Party Applications.

8. MUTUAL INDEMNIFICATION

8.1. Indemnification by Us. We will defend You against any claim, demand, suit, or proceeding made or brought against You by a third party alleging that the use of a Services in accordance with this Agreement infringes or misappropriates such third party's intellectual property rights (a "Claim Against You"), and will indemnify You from any damages, attorney fees, and costs finally awarded against You as a result of, or for amounts paid by You under a court-approved settlement of, a Claim Against You, provided You (a) promptly give Us written notice of the Claim Against You, (b) give Us sole control of the defense and settlement of the Claim Against You (except that We may not settle any Claim Against You unless it unconditionally releases You of all liability), and (c) give Us all reasonable assistance, at Our expense. If We receive information about an infringement or misappropriation claim related to the Services, We may in Our discretion and at no cost to You (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching Our warranties under Section 7.1 (Our Warranties), (ii) obtain a license for Your continued use of the Services in accordance with this Agreement, or (iii) terminate Your subscriptions or credits for the Services or impacted portion of the Services upon 30 days' written notice and refund You any prepaid fees covering the remainder of the term of the terminated subscriptions or credits. The above defense and indemnification obligations do not apply to the extent (A) the allegation does not state with specificity that Our Services are the basis of the Claim Against You; (B) a Claim Against You arises from the use or combination of Our Services or any part thereof with software, hardware, content, data, or processes not provided by Us, if Our Services or use thereof would not infringe without such combination; and/or (C) a Claim Against You arises from Third-Party Applications or Your breach of this Agreement, the Documentation, or applicable Order Forms.

8.2. Indemnification by You. You will defend Us and Our Affiliates against any claim, demand, suit, or proceeding made or brought against Us by a third party alleging that Your Content, or Your use of the Services in breach of this Agreement, infringes or misappropriates such third party's intellectual property rights or violates applicable law (a "Claim Against Us"), and will indemnify Us from any damages, attorney fees, and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court-approved settlement of, a Claim Against Us, provided We (a) promptly give You written notice of the Claim Against Us, (b) give You sole control of the defense and settlement of the Claim Against Us (except that You may not settle any Claim Against Us unless it unconditionally releases Us of all liability), and (c) give You all reasonable assistance, at Your expense.

8.3. Beta Services. You understand that a Claim Against You which arises from Services under an Order Form for which there is no charge will result in termination of Your subscriptions or credits to the exclusion of any other remedy.

8.4. Exclusive Remedy. This Section 8 (Mutual Indemnification) states the indemnifying party's sole liability to, and the indemnified party's exclusive remedy against, the other party for any type of claim described in this Section 8.

9. LIMITATION OF LIABILITY

9.1. Limitation of Liability. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 8 (MUTUAL INDEMNIFICATION), IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EITHER PARTY, TOGETHER WITH ALL OF ITS AFFILIATES, 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 YOU HEREUNDER OR, WITH RESPECT TO ANY SINGLE INCIDENT THE AMOUNT PAID BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT. THE FOREGOING SHALL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER SECTION 4 (FEES AND PAYMENT).

9.2. Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, CLIENTELE, GOODWILL OR IMAGE, ANY COST OF SUBSTITUTION, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, RELIANCE, COVER, BUSINESS INTERRUPTION, 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 OR IF A PARTY'S OR AFFILIATES' REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. FOR CLARITY, THE FOREGOING DISCLAIMER DOES NOT LIMIT EITHER PARTY'S INDEMNIFICATION OBLIGATIONS WITH RESPECT TO THIRD-PARTY CLAIMS UNDER SECTION 8 (MUTUAL INDEMNIFICATION).

10. TERM AND TERMINATION

10.1. Term of Agreement. This Agreement commences on the date You accept it and continues until all subscriptions or credits purchased in accordance with this Agreement have expired or been terminated.

10.2. Term of Subscriptions. The term of each subscription to the Services shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions to the Services will automatically renew for additional successive time periods equal to the expiring Subscription Term, unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant Subscription Term.

The per-unit pricing during any Subscription Term after an automatic renewal will be the same as that during the immediately prior Subscription Term unless We have given You written notice of a pricing increase at least 30 days before the end of that prior Subscription Term, in which case the pricing increase will be effective upon renewal and thereafter. Except as expressly provided in the applicable Order Form, renewal of promotional or one-time priced subscriptions will be at Our applicable list price in effect at the time of the applicable renewal. Notwithstanding anything to the contrary, any renewal in which subscription volume for any Services has decreased from the prior term will result in re-pricing at the applicable list price upon renewal without regard to the prior term's per-unit pricing.

10.3. Termination for Cause. A party may terminate this Agreement for cause: (a) upon 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) immediately upon written notice 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.

10.4. Refund or Payment upon Termination. Upon any termination for cause by You, We shall refund You any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by Us, You shall pay any unpaid fees covering the remainder of the term of all Order Forms after the effective date of termination. In no event shall any termination relieve You of the obligation to pay any fees payable to Us for the period prior to the effective date of termination.

10.5. Surviving Provisions. Section 4 (Fees and Payment), 5 (Proprietary Rights), 6 (Confidentiality), 7.3 (Disclaimer), 8 (Mutual Indemnification), 9 (Limitation of Liability), 10 (Term and Termination), and 11 (General Provisions) shall survive any termination or expiration of this Agreement.

11. GENERAL PROVISIONS

11.1. Notices. Except as otherwise specified in this Agreement, all notices, permissions, and approvals hereunder shall be in writing and shall be deemed to have been given upon: (a) personal delivery, (b) the second business day after mailing, (c) the second business day after sending by confirmed facsimile, or (d) the first business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnification claim). Notices to You shall be addressed to the system administrator designated by You for Your relevant Services account, and in the case of billing-related notices, to the relevant billing contact designated by You.

11.2. Compliance. During the term of this Agreement and for a period of one (1) year following its termination or expiration, We reserve the right, during Your normal business hours, to audit Your use of the Services to verify compliance with this Agreement. You shall maintain and make available to Us records sufficient to permit Us or an independent auditor retained by Us to verify, upon ten (10) days' written notice, Your compliance with the terms and requirements of this Agreement. In the event that any audit reveals any non-compliance, including but not limited to underpayment of fees, You shall promptly cure the non-compliance, pay Us any shortfall, and, if such shortfall exceeds 10% in any one-year period, shall pay such shortfall at Our then-current list price and reimburse Us the reasonable costs of such audit, provided, however, that the obligations under this Section 11.2 do not constitute a waiver of Our termination rights or any other rights hereunder.

11.3. Governing Law and Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed exclusively by the substantive and procedural laws of the State of Nevada without regard to its conflicts of laws rules. The state and federal courts located in Las Vegas, Nevada shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby consents to the exclusive jurisdiction and venue of such courts. The Uniform Computer Information Transactions Act and the United Nations Convention on the International Sale of Goods do not apply to this Agreement or to orders placed under it. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.

11.4. Export Compliance. Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Services. Without limiting the foregoing, (a) each party represents that it is not named on any government list of persons or entities prohibited from receiving exports and (b) You shall not permit Users to access or use the Services in violation of any export embargo, prohibition, or export restriction under the applicable laws and regulations.

11.5. 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.

11.6. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.

11.7. Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

11.8. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to laws or regulations, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect. If the court fails to do so, the parties undertake that in such circumstances, they will negotiate in good faith replacement provisions consistent with the original intent of the provision.

11.9. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Order Forms), without consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party's sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party's election, termination of this Agreement upon written notice to the assigning party. In the event of such a termination, We shall refund to You any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.

11.10. Force Majeure. Excluding payment obligations hereunder, neither party shall be liable to the other party for failure or delay in performing its obligations hereunder if such failure or delay is due to circumstances beyond its reasonable control including, without limitation, acts of any governmental body, war, insurrection, sabotage, embargo, pandemic, fire, flood, strike or other labor disturbance, interruption of or delay in transportation, unavailability of or interruption or delay in telecommunications or third-party services, failure of third-party software or inability to obtain raw materials, supplies or power.

11.11. Entire Agreement and Order of Precedence. This Agreement is the entire agreement between You and Us regarding Your use of the Services and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. Some parts of the Services may be subject to additional terms and conditions which will be referred to in the Order Forms. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the modification, amendment, or waiver is to be asserted. The parties agree that any term or condition stated in Your purchase order or in any other of Your order documentation (excluding Order Forms) is void. Likewise, the terms and conditions of Third-Party Applications are excluded from this Agreement. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) this Master Subscription Agreement, and (3) the Support policies and the Documentation.

11.12. Customer Attribution. You agree that We may use and display Your name and logo: (a) on Our customer list; and (b) with Your prior written approval, not to be unreasonably withheld or delayed, in other marketing materials of Us.