Master Service Agreement

Subject to this Agreement and the applicable Order Form, Operant grants Customer a non-exclusive, non-transferable, worldwide right during the Subscription Term to access and use the Service for Customer’s internal business purposes.

Customer will not, and will not permit any User to:

• use the Service in violation of applicable law or any third party’s rights;
• reverse engineer, decompile, or extract the source code of the Service except to the extent permitted by law;
• resell, sublicense, or use the Service to operate a service bureau for the benefit of third parties;
• use the Service to develop a competing product or to train any machine-learning model intended to compete with the Service;
• interfere with the Service’s integrity, probe for vulnerabilities outside an authorized program, or circumvent access controls.

Customer’s Affiliates may use the Service under this Agreement provided Customer remains responsible for their compliance.

Each Order Form incorporates this Agreement by reference. In the event of a conflict between this Agreement and an Order Form, the Order Form controls solely with respect to the products it describes.

Each subscription begins on the start date stated in the Order Form and continues for the period stated there (the “Initial Term”). Unless the Order Form provides otherwise, subscriptions renew automatically for successive terms equal to the Initial Term unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term.

Customer will pay the fees set forth in the applicable Order Form. Except as expressly stated otherwise, fees are non-refundable and non-cancelable.

Operant will invoice as set forth in the Order Form. Invoices are due within thirty (30) days of the invoice date. Past-due amounts accrue interest at the lesser of 1.5% per month or the maximum permitted by law. Operant may suspend access for any account more than thirty (30) days past due, after providing written notice and a reasonable cure period.

Fees do not include taxes. Customer is responsible for all taxes other than those based on Operant’s net income.

Operant may adjust pricing for renewal terms with at least thirty (30) days’ prior written notice. New pricing applies to renewals only and not to the then-current term.

As between the parties, Customer owns all Customer Data.

Customer grants Operant a worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, and process Customer Data solely as necessary to provide, secure, and improve the Service for Customer.

Operant may use de-identified, aggregated information derived from Customer Data to operate, secure, and improve the Service. Operant does not sell Customer Data and does not use Customer Data to train generalized AI models intended for use by third parties.

Recipient will (a) protect Discloser’s Confidential Information using at least the same care it uses to protect its own confidential information of like kind, and not less than a reasonable standard of care, and (b) use Confidential Information only as needed to perform under this Agreement.

Confidential Information does not include information that is or becomes public through no fault of Recipient, independently developed by Recipient, or rightfully received from a third party without confidentiality obligations.

Recipient may disclose Confidential Information to comply with a court order or legal process, provided it gives Discloser prompt notice (where legally permitted) and reasonable cooperation in seeking a protective order.

Each party represents that it has authority to enter into this Agreement.

Operant warrants that the Service will perform materially in accordance with the Documentation under normal use. Customer’s sole and exclusive remedy for any breach of this warranty is, at Operant’s option, re-performance of the affected Service or termination of the affected subscription with a pro-rata refund of pre-paid fees for the unused period.

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” OPERANT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER TO OPERANT UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The limitations in Sections 10.1 and 10.2 do not apply to (a) a party’s indemnification obligations, (b) breach of confidentiality obligations, (c) Customer’s payment obligations, or (d) liability that cannot be limited by law.

Operant will defend Customer against any third-party claim alleging that the Service, when used as permitted, infringes that third party’s intellectual property rights, and will pay damages and costs finally awarded against Customer by a court or agreed in settlement, subject to customary exclusions (e.g., misuse, modification, combination with third-party items).

Customer will defend Operant against any third-party claim arising out of (a) Customer Data, (b) Customer’s use of the Service in violation of this Agreement or applicable law, or (c) Customer’s products or services.

The indemnified party will provide prompt written notice of the claim, give the indemnifying party sole control of the defense and settlement (provided the settlement does not require an admission of liability or impose obligations on the indemnified party other than payment), and provide reasonable cooperation at the indemnifying party’s expense.

This Agreement begins on the effective date of the first Order Form referencing it and continues until all Order Forms have expired or been terminated.

Either party may terminate this Agreement or any Order Form for material breach by the other party that is not cured within thirty (30) days of written notice describing the breach.

Upon expiration or termination, Customer’s right to access the Service ends, and Operant will delete Customer Data following a reasonable retention period as described in the Privacy Policy. Sections that by their nature should survive termination (including Customer Data ownership, confidentiality, IP, disclaimers, limitation of liability, indemnification, and governing law) survive.

Operant may suspend access immediately if Customer’s use creates a security or legal risk to Operant or other customers; Operant will work in good faith to restore access promptly once the risk is resolved.

Notices must be in writing and sent to the addresses on the applicable Order Form, or in the case of Operant, to legal@operanttechnologies.com.

Neither party is liable for delays or failures caused by events outside its reasonable control, including acts of God, war, terrorism, civil unrest, labor disputes, internet outages, or third-party service failures.

Neither party may assign this Agreement without the other’s prior written consent, except in connection with a merger, acquisition, or sale of all or substantially all of its assets, to which consent is not required.

The parties are independent contractors. This Agreement does not create any agency, partnership, or joint venture.

This Agreement, together with the applicable Order Forms and any documents incorporated by reference, is the entire agreement between the parties regarding its subject matter and supersedes all prior agreements.

Amendments must be in writing and signed by both parties, except that Operant may update its Privacy Policy and Documentation in accordance with their terms.

If any provision is held unenforceable, the remainder of the Agreement remains in effect.

Order Forms may be executed in counterparts and via electronic signature, each of which is deemed an original.