Master Service Agreement

Effective as of 5th of April 2024

This Services Agreement is entered between Murf Inc., a Delaware corporation, with its principal place of business at 341 South Main Street, Suite 500, Salt Lake City, Utah 84111, United States of America (“Provider”), and a signatory party to duly executed Service Order Form referencing this Agreement. This Agreement contains the terms and conditions under which Murf Inc. provides its Services to the Customers. The provision of Services is contingent on the Customer's acceptance of the terms and conditions stated in this Agreement. 

Any contradicting terms contained in Service Order Form or other separately signed and executed agreements between Customer and Provider shall supersede provisions from this Agreement. No conduct by Provider shall be deemed to constitute an acceptance of any terms put forward by the Customer unless such terms are explicitly accepted by signing the document containing such terms. For the avoidance of doubt, Provider does not accept any terms or provisions included by reference in any of the documents provided by the Customer, even if signed by Provider, unless Provider also signs such referenced documents. 

1. Capitalized Terms. 
   
   Capitalized terms are defined in context or in Section 21 (Definitions). 
   
   
2. Service.
   
   Subject to this Agreement, Customer may use the Service for its and its Affiliates’ internal business purposes during the Subscription Term (“Permitted Use”). This includes the right to use the Provider Software (if any) and Documentation (if any) as part of Customer’s Permitted Use. Customer will comply with the Documentation when using the Service.
   
   
3. Users. 
   
   Customer may permit Users to use the Service on its behalf. Customer is responsible for provisioning and managing its User accounts, for its Users’ actions through the Service and for their compliance with this Agreement. Customer will ensure that Users keep their login credentials confidential and will promptly notify Provider upon learning of any compromise of User accounts or credentials.
   
   
4. Affiliates. 
   
   Customer’s Affiliates may serve as Users under this Agreement. Alternatively, Customer’s Affiliates may enter into their own Orders as mutually agreed with Provider, which creates a separate agreement between each such Affiliate and Provider incorporating this Agreement with the Affiliate treated as “Customer”. Neither Customer nor any Affiliate of Customer has any rights under each other’s separate agreement with Provider, and breach or termination of any such separate agreement affects only that agreement. Customer will be responsible for the actions or inactions of its Users and Affiliates.
   
   
5. Data.
   
   5.1. Use of Customer Data. Subject to this Agreement, Provider and its authorized third party service providers may copy, display, modify, and use Customer Data solely to provide and maintain the Service and Support under this Agreement (“Use of Customer Data”). 
   
   5.2. Security. Provider will use commercially reasonable appropriate technical and organizational measures designed to prevent unauthorized access, use, alteration or disclosure of Customer Data.
   
   
6. Mutual Compliance with Laws. 
   
   Each party will comply with all Laws that apply to its performance under this Agreement.
   
   
7. Support and SLA.
   
   7.1. Support. Provider will provide Support for the Service as described in the Service Level Agreement (SLA) provided as Attachment A to this Agreement.
   
   7.2. SLA. Provider will adhere to the Service Level Agreement (SLA) provided as Attachment A to this Agreement.
   
   
8. Warranties.
   
   8.1. Mutual Warranties. Each party represents and warrants that:
   
   (a) It has the legal power and authority to enter into this Agreement, and
   (b) It will use industry-standard measures to avoid introducing Viruses into the Service.
   
   8.2. Additional Provider Warranties. Provider warrants that it will not materially decrease the overall functionality of the Service during a Subscription Term (the “Performance Warranty”).
   
   8.3. Warranty Remedy. Provider will use reasonable efforts to correct a breach of the Performance Warranty reported by Customer. If Provider fails to do so within 15 days after Customer’s warranty intimation, then either party may terminate the Order as relates to the non-conforming Service, in which case Provider will refund to Customer any pre-paid, unused fees for the terminated portion of the Subscription Term (for the Performance Warranty). These procedures are Customer’s exclusive remedies and Provider’s sole liability for breach of the Performance Warranty.
   
   8.4. Disclaimers. Except as expressly set out in this Agreement, each party disclaims all warranties, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, title and noninfringement. Provider’s warranties in this Section 8 do not apply to issues arising from Third-Party Platforms or misuse or unauthorized modifications of the Service. These disclaimers apply to the full extent permitted by Law.
   
   
9. Usage Rules.
   
   9.1. Compliance. Customer:
   (a) will comply with any Acceptable Use Policy (AUP) provided as Attachment B to this Agreement, and  
   
   (b) represents and warrants that it has all rights necessary to use Customer Data with the Service and grant Provider the rights to Customer Data specified in this Agreement, without violating third-party intellectual property, privacy or other rights. Between the parties, Customer is responsible for the content of Customer Data.
   
   9.2. High Risk Activities. Customer:
   
   (a) will not use the Service for High Risk Activities, and
   (b) acknowledges that the Service is not designed for (and Provider has no liability for) use prohibited in this Section 9.2.
   
   9.3. Restrictions. Customer will not and will not permit anyone else to: 
   
   (a) sell, sublicense, distribute or rent the Service (in whole or part) or grant non-Users access to the Service,  
   
   (b) reverse engineer, decompile, disassemble, or otherwise seek to access the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the of the Service in any manner,  
   
   (c) copy, modify, translate, create derivative works of or remove proprietary notices from the Service,  
   
   (d) interfere with operation of the Service or circumvent its access restrictions, or
   
   (e) use the Service to develop a product that competes with the Service.
   
   
10. Third-Party Platforms
    
    Customer may choose to enable integrations or exchange Customer Data with Third-Party Platforms. Customer’s use of a Third-Party Platform is governed by its agreement with the relevant provider, not this Agreement, and Provider is not responsible for Third-Party Platforms or how their providers use Customer Data.
     
11. Fees.
    
    11.1. Payment. Customer will pay the fees described in the Order. Unless the Order states otherwise, all amounts are due within the time provided in the applicable Service Order Form (the “Payment Period”). Late payments are subject to a charge of 1% per month or the maximum amount allowed by Law, whichever is less. All fees and expenses are non-refundable except as expressly set out in this Agreement. Where Customer designates use of a third-party payment processor network (such as a payment agent, for example), Customer shall be responsible for payment of fees and charges associated with use of such network.
    
    11.2. Taxes. Customer is responsible for any sales, use, GST, value-added, withholding or similar taxes or levies that apply to its Orders, whether domestic or foreign (“Taxes”), other than Provider’s income tax. Fees and expenses are exclusive of Taxes.
    
    11.3. Payment Disputes. If Customer disputes an invoice in good faith, it will notify Provider within the Payment Period and the parties will seek to resolve the dispute over a 15-day discussion period. Customer is not required to pay disputed amounts during the 15-day discussion period, but will timely pay all undisputed amounts. After the discussion period, either party may pursue any available remedies. 
    
    
12. Suspension. 
    
    Provider may suspend Customer’s access to the Service and related services due to a Suspension Event, but will give Customer prior written notice so that Customer may seek to resolve the issue and avoid suspension. Provider is not required to give prior notice in exigent circumstances or for a suspension made to avoid material harm or violation of Law. Once the Suspension Event is resolved, Provider will promptly restore Customer’s access to the Service in accordance with this Agreement. “Suspension Event” means:
    
    (a) Customer’s account is 30 days or more overdue,
     
    (b) Customer is in breach of Section 9 (Usage Rules), or  
    
    (c) Customer’s use of the Service risks material harm to the Service or users of the Service, in the reasonable determination of Provider.
    
    
13. Term and Termination.
    
    13.1. Subscription Terms. Each Subscription Term will last for an initial 12-month period unless the Order states otherwise. Each Subscription Term will renew for successive equal periods unless:
    
    (a) the parties agree on a different renewal Order, or  
    
    (b) either party notifies the other of non-renewal at least 60 days prior to the end of the current Subscription Term.
    
    13.2. Term of Agreement. This Agreement starts on the Effective Date and continues until the end of all Subscription Terms, unless sooner terminated in accordance with its terms. If no Subscription Term is in effect, either party may terminate this Agreement for any or no reason with written notice to the other party.
    
    13.3. Termination. Either party may terminate this Agreement (including all Subscription Terms) if the other party:
    
    (a) fails to cure a material breach of this Agreement within 30 days after notice,
    (b) ceases operation without a successor, or  
    (c) seeks protection under a bankruptcy, receivership, creditors’ arrangement, composition or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days.
    
    13.4. Effect of Termination.
    
    (a) Customer’s right to use the Service and Support will cease upon any termination or expiration of this Agreement, subject to this Section 13.
    
    (b) The following Sections will survive expiration or termination of this Agreement: 5.3 (Usage Data), 8.4 (Disclaimers), 9 (Usage Rules), 11.1 (Payment) (for amounts then due), 11.2 (Taxes), 13.4 (Effect of Termination), 14 (Intellectual Property), 15 (Limitations of Liability), 16 (Indemnification), 17 (Confidentiality), 18 (Required Disclosures), 20 (General Terms) and 21 (Definitions).
    
    (c) Except where an exclusive remedy is provided, exercising a remedy under this Agreement, including termination, does not limit other remedies a party may have.
    
    
14. Intellectual Property.
    14.1. Reserved Rights. Neither party grants the other any rights or licenses not expressly set out in this Agreement. Except for Provider’s express rights in this Agreement, as between the parties, Customer retains all intellectual property and other rights in Customer Data provided to Provider. Except for Customer’s express rights in this Agreement, as between the parties, Provider and its licensors retain all intellectual property and other rights in the Service and related Provider technology.
    
    14.2. Feedback and Usage Data. Customer may, but is not required to, give Provider Feedback, in which case Customer gives Feedback “AS IS”. Provider may use all Feedback freely without any restriction or obligation. In addition, Provider may collect and analyze Usage Data, and Provider may freely use Usage Data to maintain, improve, and enhance Provider’s products and services without restriction or obligation. However, Provider may only share Usage Data with others if the Usage Data is aggregated and does not identify Customer or Users.
    
    
15. Limitations of Liability.
    
    15.1. General Cap. Each party’s entire liability arising out of or related to this Agreement will not exceed the General Cap.
    
    15.2. Damages Waiver. Each party’s liability for any claim or liability arising out of or relating to this Agreement will be limited to the fullest extent permitted by applicable Laws. Under no circumstances will either party be liable to the other for lost profits or revenues, or for consequential, special, indirect, exemplary, punitive, or incidental damages relating to this Agreement, even if the party is informed of the possibility of this type of damage in advance.
    
    15.3. Exceptions and Enhanced Cap. Section 15.1 (General Cap) will not apply to Enhanced Claims or Uncapped Claims. For all Enhanced Claims, each party’s entire liability will not exceed the Enhanced Cap.
    
    15.4. Nature of Claims. The waivers and limitations in this Section 15 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose.
    
    15.5. Liability Definitions. The following definitions:
    
    “Enhanced Cap” means two times (2x) the General Cap. 
    
    “Enhanced Claims” means Provider’s breach of Section 5.2 (Security). 
    
    “General Cap” means amounts paid or payable by Customer to Provider under this Agreement in the 12 months immediately preceding the first incident giving rise to liability. 
    
    “Uncapped Claims” means: 
    
    (a) the indemnifying party’s obligations under Section 16 (Indemnification),  
    
    (b) either party’s infringement or misappropriation of the other party’s intellectual property rights,  
    
    (c) any breach of Section 17 (Confidentiality), excluding breaches related to Customer Data, and
    
    (d) liabilities that cannot be limited by Law.
    
    
16. Indemnification.
    
    16.1. Indemnification by Provider. Provider, at its own cost, will defend Customer from and against any Provider-Covered Claims and will indemnify and hold harmless Customer from and against any damages or costs awarded against Customer (including reasonable attorneys’ fees) or agreed in settlement by Provider resulting from the Provider-Covered Claims.
    
    16.2. Indemnification by Customer. Customer, at its own cost, will defend Provider from and against any Customer-Covered Claims and will indemnify and hold harmless Provider from and against any damages or costs awarded against Provider (including reasonable attorneys’ fees) or agreed in settlement by Customer resulting from the Customer-Covered Claims.
    
    16.3. Indemnification Definitions. The following definitions apply.
    
    “Provider-Covered Claim” means a third-party claim that the Service, when used by Customer as authorized in this Agreement, infringes or misappropriates a third party’s copyrights. 
    
    “Customer-Covered Claim” means a third-party claim arising from Customer’s breach or alleged breach of Section 9 (Usage Rules). 
    
    16.4. Procedures. The indemnifying party’s obligations in this Section 16 are subject to receiving from the indemnified party: 
    
    (a) prompt notice of the claim (but delayed notice will only reduce the indemnifying party’s obligations to the extent it is prejudiced by the delay),
    
    (b) the exclusive right to control the claim’s investigation, defense and settlement, and  
    
    (c) reasonable cooperation at the indemnifying party’s expense. The indemnifying party may not settle a claim without the indemnified party’s prior approval if settlement would require the indemnified party to admit fault or take or refrain from taking any action (except regarding use of the Service when Provider is the indemnifying party). The indemnified party may participate in a claim with its own counsel at its own expense.
    
    16.5. Mitigation. In response to an infringement or misappropriation claim, if required by settlement or injunction or as determined by Provider, Provider may: 
    
    (a) procure rights for Customer’s continued use of the Service,
    
    (b) replace or modify the allegedly infringing portion of the Service to avoid infringement, without reducing the Service’s overall functionality or  
    
    (c) terminate the affected Order and refund to Customer any pre-paid, unused fees for the terminated portion of the Subscription Term.
    
    16.6. Exceptions. Provider’s obligations in this Section 16 do not apply to claims resulting from: 
    
    (a) modification or unauthorized use of the Service, or
    (b) use of the Service in combination with items not provided by Provider, including Third-Party Platforms.
    
    16.7. Exclusive Remedy. This Section 16 sets out the indemnified party’s exclusive remedy and the indemnifying party’s sole liability regarding third-party claims of copyright infringement or misappropriation covered by this Section 16.
    
    
17. Confidentiality.
    
    17.1. Use and Protection. As recipient, each party will: 
    
    (a) use Confidential Information only to fulfill its obligations and exercise its rights under this Agreement,  
    
    (b) not disclose Confidential Information to third parties without the discloser’s prior approval, except as permitted in this Agreement, and  
    
    (c) protect Confidential Information using at least the same precautions recipient uses for its own similar information and no less than a reasonable standard of care.
    
    17.2. Permitted Disclosures. The recipient may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know (including, for Provider, the subcontractors referenced in Section 20.10), provided it remains responsible for their compliance with this Section 17 and they are bound to confidentiality obligations no less protective than this Section 17.
    
    17.3. Exclusions. These confidentiality obligations do not apply to information that the recipient can document: 
    
    (a) is or becomes public knowledge through no fault of the recipient,  
    
    (b) it rightfully received from a third party without confidentiality restrictions,
    
    (c) it independently developed without using or referencing Confidential Information, or
    
    (d) it rightfully knew or possessed, without confidentiality restrictions, prior to receipt from the discloser.
    
    17.4. Remedies. Breach of this Section 17 may cause substantial harm for which monetary damages are an insufficient remedy. Upon a breach of this Section, the discloser is entitled to seek appropriate equitable relief, including an injunction, in addition to other remedies.
    
    
18. Required Disclosures. 
    
    The recipient may disclose Confidential Information (including Customer Data) to the extent required by Laws. To the extent permitted by Law, the recipient will give the discloser reasonable advance notice of the required disclosure and reasonably cooperate, at the discloser’s expense, to obtain confidential treatment for the Confidential Information.
    
    
19. Trials and Betas; Updates. 
    
    19.1. Provider may offer optional Trials and Betas. Use of Trials and Betas is permitted only for Customer’s internal evaluation during the period designated by Provider on the Order (or if not designated, 30 days). Either party may terminate Customer’s use of Trials and Betas at any time for any reason. Trials and Betas may be inoperable, incomplete or include features never released. Notwithstanding anything else in this Agreement, Provider offers no warranty, indemnity, SLA or Support for Trials and Betas and its liability for Trials and Betas will not in the aggregate exceed USD $1,000 (United States Dollars One Thousand only).
    
    19.2. From time to time, the Provider may provide upgrades, patches, enhancements, or fixes for the Service without additional charge (“Updates”), and such Updates will become part of the Service. Notwithstanding the foregoing, the Provider will have no obligation to provide any such Updates. Customer understands that the Provider may cease supporting old versions or releases of the Service at any time in its sole discretion.
    
    
20. General Terms.
    
    20.1. Assignment. Neither party may assign this Agreement without the prior consent of the other party, except that either party may assign this Agreement, with notice to the other party, in connection with the assigning party’s merger, reorganization, acquisition or other transfer of all or substantially all of its assets or voting securities. Any non-permitted assignment is void. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns.
    
    20.2. Governing Law and Courts. Except to the extent they are pre-empted by United States federal law, the laws of the state of Delaware governs this Agreement and any action arising out of or relating to this Agreement, without reference to conflict of law rules. The parties will adjudicate any such action in federal and state courts in the state of Delaware, United States of America and each party consents to the exclusive jurisdiction and venue of federal and state courts in the state of Delaware, United States of America for these purposes.
    
    20.3. Notices.
    
    (a) Except as set out in this Agreement, notices, requests and approvals under this Agreement must be in writing as below and will be deemed given upon deliver. Either party may update its address with notice to the other.
    
    To Customer: Email provided on the Service Order Form
    
    To Provider: legal@murf.ai 
    
    (b) Provider may also send operational notices through the Service.
    
    20.4. Entire Agreement. This Agreement is the parties’ entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter. In this Agreement, headings are for convenience only and “including” and similar terms are to be construed without limitation. Excluding Orders, terms in business forms, purchase orders or quotes used by either party will not amend or modify this Agreement; any such documents are for administrative purposes only. 
    
    20.5. Order of Precedence. An Order may not modify any other part of the Agreement unless the Order specifically identifies the provisions that it supersedes.
    
    20.6. Amendments. Any amendments to this Agreement must be in writing and signed by each party’s authorized representatives.
    
    20.7. Operational Changes. With notice to Customer, Provider may modify the SLA to reflect new features or changing practices, but the modifications may not be retroactive or materially decrease Provider’s overall obligations during a Subscription Term.
    
    20.8. Waivers and Severability. Waivers must be signed by the waiving party’s authorized representative and cannot be implied from conduct. If any provision of this Agreement is held invalid, illegal or unenforceable, it will be limited to the minimum extent necessary so the rest of this Agreement remains in effect.
    
    20.9. Force Majeure. Neither party is liable for a delay or failure to perform this Agreement due to a Force Majeure. If a Force Majeure materially adversely affects the Service for 15 or more consecutive days, either party may terminate the affected Order(s) upon notice to the other and Provider will refund to Customer any pre-paid, unused fees for the terminated portion of the Subscription Term. However, this Section does not limit Customer’s obligations to pay fees owed.
    
    20.10. Subcontractors. Provider may use subcontractors and permit them to exercise its rights and fulfill its obligations, but Provider remains responsible for their compliance with this Agreement and for its overall performance under this Agreement. 
    
    20.11. Independent Contractors. The parties are independent contractors, not agents, partners or joint venturers.
    
    20.12. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement. 
    
    20.13. Export. Each party: 
    
    (a) will comply with all export and import Laws in performing this Agreement and  
    
    (b) represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country subject to a U.S. government embargo or designated by the U.S. government as a “terrorist supporting” country. Customer will not submit to the Service (including for support purposes) any data controlled under the U.S. International Traffic in Arms Regulations.
    
    20.14. Government Rights. To the extent applicable, the Service is “commercial computer software” or a “commercial item” for purposes of FAR 12.212 for and DFARS 227.7202. Use, reproduction, release, modification, disclosure or transfer of the Service is governed solely by the terms of this Agreement, and all other use is prohibited.
    
    20.15. Anti-Bribery. Neither party will take any action that would be a violation of any applicable laws that prohibit the offering, giving, promising to offer or give, or receiving, directly or indirectly, money or anything of value to any third party to assist Provider or Customer in retaining or obtaining business.
    
    20.16. Counterparts.  This Agreement and any Order may be executed in two (2) or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.  Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for all purposes.
    
    
    
21. Definitions.
    
    21.1. “Affiliate” means an entity controlled, controlling or under common control with a party, where control means at least 50% ownership or power to direct an entity’s management.
    
    21.2. “Attachments” means any attachments, policies or documents that the parties specify in this Agreement.
    
    21.3. “Confidential Information” means information disclosed by or on behalf of one party (as discloser) to the other party (as recipient) under this Agreement, in any form, which:
    
    (a) the discloser identifies to recipient as “confidential” or “proprietary” or  
    
    (b) should be reasonably understood as confidential or proprietary due to its nature and the circumstances of its disclosure. Provider’s Confidential Information includes technical or performance information about the Service, and Customer’s Confidential Information includes Customer Data.  
    
    21.4. “Customer Data” means any data, content or materials that Customer (including its Users) submits to its Service accounts, including from Third-Party Platforms.
    
    21.5. “Documentation” means Provider’s standard usage documentation for the Service.
    
    21.6. “Feedback” means suggestions, feedback, or comments about the Service or related offerings.
    
    21.7. “Force Majeure” means an unforeseen event beyond a party’s reasonable control, such as a strike, blockade, war, pandemic, act of terrorism, riot, third-party Internet or utility failure, refusal of government license or natural disaster, where the affected party takes reasonable and customary measures to avoid or mitigate such event’s effects.
    
    21.8. “High Risk Activities” means activities where the use or failure of the Service could be reasonably expected to lead to death, bodily injury, or environmental damage. Examples include full or partial autonomous vehicle technology, medical life-support technology, emergency response services, nuclear facilities operation, and air traffic control.
    
    21.9. “Laws” means all laws, regulations, rules, court orders or other binding requirements of a government authority that apply to a party.
    
    21.10. “Order” means an order for Customer’s access to the Service, Support or related services that is executed by the parties and references this Agreement, including any applicable Service Order Form.
    
    21.11. “Personal Data” means Customer Data relating to an identified or identifiable natural person.
    
    21.12. “Provider Software” means any proprietary apps or software that Provider distributes to Customer as part of the Service.
    
    21.13. “Service” means Provider’s proprietary service, as identified in the relevant Order and as modified from time to time. The Service includes any Provider Software and Documentation but not Third-Party Platforms.
    
    21.14. “Service Level Agreement” or “SLA” is defined in Section 7.2 (SLA).
    
    21.15. “Subscription Term” means the term for Customer’s use of the Service as identified in an Order.
    
    21.16. “Support” means support for the Service as described in Section 7.1 (Support).
    
    21.17. “Third-Party Platform” means any product, add-on or platform not provided by Provider that Customer uses with the Service.
    
    21.18. “Trials and Betas” mean access to the Service (or Service features) on a free, trial, beta or early access basis.
    
    21.19. “Usage Data” means Provider’s technical logs, data and learnings about Customer’s use of the Service, but expressly excluding Customer Data.
    
    21.20. “User” means anyone that Customer allows to use its accounts for the Service, who may include:
    
    (a) employees, advisors and contractors of Customer and its Affiliates, and  
    
    (b) others if permitted in this Agreement, the Documentation or an Order.
    
    21.21. “Virus” means viruses, malicious code or similar harmful materials. 

Attachment A  

Service Level Agreement 

1. Support. Customer is entitled to the following during the Subscription Term: 
   
   (a) Chat or electronic support in order to help Customer locate and correct problems with the Service,
   
   (b) Bug fixes and code corrections in order to bring Service into substantial conformity with the Documentation, and
   
   (c) All extensions, enhancements and other changes that Provider, at its sole discretion, makes or adds to the Service and which Provider furnishes, without charge, to all other subscribers of the Service.  
   
   (d) Provider’s support email address is support@murf.ai.
   
   
2. Service Levels. Provider will use commercially reasonable efforts to provide the Service at or above Target Availability.
   
   
3. Service Credits. If there is a verified failure of the Service to meet Target Availability in a particular month and Customer makes a request for service credit within 60 days after the end of such month, Customer will be entitled to a Service Credit calculated in accordance with the SLA Key Terms Chart below. Provider will apply each Service Credit to Customer’s next invoice, provided if there is no such next invoice, the Provider in its sole discretion may consider a refund in lieu of a service credit against a future order or invoice. Customer will otherwise receive no cash refund or other credit for unused Service Credits. 
   
   
4. Multiple Failures. To the extent that the Service experiences Multiple Failures, then Customer may terminate the Order for the applicable Service with written notice to Provider. In such case Provider will refund to Customer any pre-paid, unused fees for the terminated portion of the Subscription Term.
   
   
5. Exclusive Remedies. Service Credits constitute liquidated damages and are not a penalty. Service Credits and the Multiple Failures termination right set forth above are Customer’s exclusive remedies, and Provider’s sole liability, for Provider’s failure to meet Target Availability. Service Credits are not assignable or transferable to third parties.
   
   
6. Definitions.
   
   “Maintenance” means Provider’s routine maintenance of the Service conducted in accordance with its Maintenance Procedures or reasonable emergency maintenance.
   
   “Maintenance Procedures” means Provider’s standard Service maintenance schedule as posted or otherwise made available by Provider upon request by Customer.
   
   “Monthly Uptime Percentage” means the number of minutes the Service is accessible and not subject to an Outage during a calendar month divided by the total number of minutes in that calendar month.
   
   “Outage” means an unplanned interruption or material disruption of the Service, but excluding unavailability to the extent caused by (a) Customer’s use of the Service in a manner not authorized in the Agreement or Documentation, (b) general Internet problems, Force Majeure events or other factors outside of Provider’s reasonable control, (c) Customer’s network connections or other infrastructure or (d) Maintenance.
   
   “Service Credit” means a credit issued by Provider based on the monthly fees due for the affected Service in such month.
   
   
7. SLA Key Terms Chart. 

 Attachment B  

Acceptable Use Policy 

Customer agrees not to: 

1. Use bots or other automated methods to access the Service,
   
   
2. Stalk, threaten, impersonate, dox, harass or defraud anyone through use of the Service,
   
   
3. Create, upload or transmit material through the Service that is illegal, obscene, defamatory,  pornographic or is otherwise inappropriate,
   
   
4. Send, distribute or post spam, unsolicited or bulk commercial electronic communications, chain letters, or pyramid schemes using the Service, or
   
   
5. Harvest, collect or disclose information about other users through the Service without their consent.