This Master Software as a Service Agreement governs the use of Services provided by Anyreach, Inc. ("Company") by the customer identified in an Order Form or Statement of Work that references this Agreement ("Customer"). By signing such an Order Form or Statement of Work, or by accessing or using the Services, Customer agrees to be bound by the terms of this Agreement.

Company reserves the right to modify this Agreement periodically, with the updated terms available at this page. Continued use of the Services constitutes acceptance of such updates.

This Agreement becomes effective on the date ("Effective Date") Customer first accepts this Agreement by executing an Order Form or otherwise accessing the Services.

Definitions
Subscription Services
License Grant and Restrictions
Customer Responsibilities
Service Levels
Data Security and Privacy
Voice Data Rights
Fees and Payment
Term and Termination
Representations and Warranties
Confidentiality
Intellectual Property
Indemnification
Limitation of Liability
Dispute Resolution
General Provisions

1. DEFINITIONS

1.1 "Agreement" means this Master Software as a Service Agreement, including any Order Forms, exhibits, schedules, and addenda that make reference to these terms and conditions.

1.2 "Authorized User" means Customer's employees, consultants, contractors, and agents who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement.

1.3 "Confidential Information" Confidential Information means all confidential and proprietary non-public data, materials, products, product formulas, trade secrets, processes, know-how, technology, computer programs, codes, specifications, manuals, business plans, marketing plans, financial information, financial projections, proprietary information or plans, and other non-public information disclosed or submitted by one Party to the other on or after the date hereof. All such information shared between the Parties shall automatically be considered Confidential Information without any requirement for marking or other designation. The Party disclosing information is the Disclosing Party and the Party receiving information is the Receiving Party.

1.4 "Customer Data" means all information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services, including Voice Data.

1.5 "Documentation" means Company's user manuals, handbooks, and guides relating to the Services provided by Company to Customer either electronically or in hard copy form.

1.6 "Fair Use Policy" means Company's policy governing usage limitations of the Services as set forth in Section 4.3 of this Agreement.

1.7 "Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals, and extensions thereof, under the laws of any state, country, territory, or other jurisdiction.

1.8 "Order Form" means the ordering document executed separately between Company and Customer, which references this Agreement and specifies the purchased Services, pricing, subscription term, and any special conditions.

1.9 "Services" means the software-as-a-service offerings described in the Order Form and made available by Company to Customer pursuant to this Agreement.

1.10 "Subscription Term" means the period specified in the applicable Order Form during which Customer has agreed to subscribe to the Services.

1.11 "Voice Data" means any audio recordings, voice samples, transcriptions, and other voice-related data processed through the Services.

1.12 "Derived Models" means machine learning models, algorithms, or other computational systems that are created, trained, refined, or improved using Customer Data, including Voice Data.

1.13 "Party" means either Company or Customer individually, and "Parties" means both collectively.

2. SUBSCRIPTION SERVICES

2.1 Provision of Services. Subject to the terms and conditions of this Agreement, Company shall make the Services available to Customer pursuant to this Agreement and the applicable Order Forms during the Subscription Term. Customer's subscription to the Services is non-exclusive, non-transferable, and non-sublicensable.

2.2 Access to Services. Company shall provide to Customer the necessary passwords, security protocols, policies, and other relevant procedures to allow Customer and its Authorized Users to access the Services. Customer shall be responsible for maintaining the confidentiality of all access credentials and shall promptly notify Company of any unauthorized access or use of which Customer becomes aware.

2.3 Service Modifications. Company reserves the right, in its sole discretion, to make any changes to the Services that it deems necessary or useful to: (a) maintain or enhance the quality or delivery of Company's services to its customers, the competitive strength of or market for Company's services, or the cost efficiency or performance of the Services; or (b) comply with applicable law. Company shall provide at least thirty (30) days' prior written notice for material changes to the Services and may implement minor updates immediately.

2.4 Support Services. Company will provide support services as described in its then-current Support Services Policy, available at www.anyreach.ai/support-policy or another location designated by Company. Support is included in the subscription fees.

2.5 Professional Services. If Customer wishes to obtain professional services related to the Services, such as implementation, training, consulting, or customization services, the parties shall execute a separate statement of work describing such services and the fees payable for such services and will be governed by the company's Master Service Agreement.

3. LICENSE GRANT AND RESTRICTIONS

3.1 License Grant. Subject to the terms and conditions of this Agreement, Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license during the Subscription Term to: (a) access and use the Services in accordance with this Agreement and the applicable Order Form; and (b) use the Documentation solely in connection with Customer's permitted use of the Services.

3.2 License Restrictions. Customer shall not, and shall not permit any Authorized Users or other third parties to: (a) use the Services for any purpose beyond the scope of the license granted in this Agreement; (b) copy, modify, or create derivative works of the Services or Documentation; (c) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services to any third party; (d) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Services, in whole or in part; (e) remove any proprietary notices from the Services or Documentation; (f) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any person, or that violates any applicable law; (g) input, upload, transmit, or otherwise provide to or through the Services any information or materials that are unlawful or injurious, or that contain, transmit, or activate any harmful code; (h) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Services or Company's systems; (i) access or use the Services in a way intended to avoid incurring fees or exceeding usage limits; (j) use the Services to store or transmit material that is defamatory, obscene, or otherwise objectionable, or that constitutes or contains harmful code; or (k) use the Services for purposes of competitive analysis, the development of a competing product or service, or any other purpose that is to Company's commercial disadvantage.

3.3 Reservation of Rights. Company reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any Intellectual Property Rights or other right, title, or interest in or to the Services.

4. CUSTOMER RESPONSIBILITIES

4.1 General. Customer is responsible for all activities conducted under Customer's and its Authorized Users' use of the Services. Customer shall: (a) be responsible for Authorized Users' compliance with this Agreement; (b) be responsible for the accuracy, quality, and legality of Customer Data and the means by which Customer acquired Customer Data; (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Company promptly of any such unauthorized access or use; (d) use the Services only in accordance with the Documentation and applicable laws and government regulations; and (e) comply with terms of service of any third-party applications with which Customer uses the Services.

4.2 Customer Systems. Customer is solely responsible for procuring, maintaining, and securing its network connections and telecommunications links from its systems to Company's data centers, and for all problems, conditions, delays, delivery failures, and all other loss or damage arising from or relating to Customer's network connections, telecommunications links, or caused by the internet.

4.3 Fair Use Policy. Customer's use of the Services is subject to Company's Fair Use Policy, which is designed to ensure the quality and reliability of the Services for all customers. The Fair Use Policy includes the following limitations:

a) Usage Limits: Customer's usage of the Services shall not exceed the usage limits specified in the applicable Order Form. If Customer exceeds the applicable usage limits, Company may, in its sole discretion, (i) throttle Customer's usage to bring it within the applicable limits, (ii) charge Customer for excess usage at Company's then-current rates, or (iii) suspend Customer's access to the Services until Customer reduces its usage to within the applicable limits.

b) Storage Limits: Customer's storage usage shall not exceed the storage limits specified in the applicable Order Form. If Customer exceeds the applicable storage limits, Company may, in its sole discretion, (i) charge Customer for excess storage at Company's then-current rates, or (ii) require Customer to reduce its storage usage to within the applicable limits.

c) Prohibited Uses: Customer shall not use the Services in a manner that (i) interferes with or disrupts the integrity or performance of the Services or third-party data contained therein, (ii) attempts to gain unauthorized access to the Services or related systems or networks, (iii) constitutes abusive or excessive usage, or (iv) may adversely impact the availability, reliability, or performance of the Services for other customers.

4.4 Compliance with Laws. Customer shall comply with all applicable laws and regulations with respect to its activities under this Agreement, including but not limited to those related to data privacy, international communications, and the transmission of technical or personal data. Customer acknowledges that Company exercises no control over the content of the information transmitted by Customer through the Services.

4.5 Third-Party Telephony and Connectivity Services. If Customer uses the Services in connection with third-party telephony Companys (including but not limited to SIP trunks, PSTN networks, or services such as Twilio or Zoom), Customer acknowledges that Company does not control and is not responsible for the availability, performance, or failure of such third-party services. Company disclaims any liability arising from disruptions, outages, or quality degradation caused by such services.

5. SERVICE LEVELS

5.1. Availability. The Company will use commercially reasonable efforts to make the SaaS Services available to Customer. Customer acknowledges and agrees that the SaaS Services may be inaccessible or inoperable from time to time due to various reasons, including but not limited to: (a) equipment malfunctions; (b) periodic maintenance procedures or repairs which the Company may undertake from time to time ("Scheduled Maintenance"); or (c) causes beyond the reasonable control of the Company or that are not reasonably foreseeable by the Company, including interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion, or other failures (collectively "Downtime").

5.2. No Guaranteed Uptime. The Company makes no representations, warranties, or guarantees regarding the continuous availability or uptime of the SaaS Services. The commitment to use "commercially reasonable efforts" as stated in Section 5.1 shall not be interpreted as a guarantee of any specific uptime percentage, availability level, or performance metric. Furthermore, any statements regarding service availability, uptime, or performance levels, whether oral or written, made by the Company or its representatives, are estimates only and shall not create any legally binding obligation on the Company unless explicitly stated otherwise in a separate, mutually executed Service Level Agreement (SLA) addendum to this Agreement.

5.3. Discretionary Efforts. The Company will endeavor to schedule Scheduled Maintenance at times anticipated to minimize disruption to Customer. However, the timing and duration of any Scheduled Maintenance or other service interruptions shall be at the sole discretion of the Company.

5.4. Sole Remedy. In the event of any Downtime or failure to meet any unstated or implied service level, Customer's sole and exclusive remedy, and the Company's entire liability, shall be limited to the Company using commercially reasonable efforts to restore access to the SaaS Services as soon as practicable. The Company shall have no other liability, whether in contract, tort (including negligence), or otherwise, for any Downtime or service interruption.

6. DATA SECURITY AND PRIVACY

6.1 Data Security. Company shall maintain appropriate administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Data, including Voice Data. Company's security measures shall include, at a minimum: (a) transmission and storage of Customer Data using industry-standard encryption; (b) authentication and access controls within the Services and with respect to Customer Data; (c) regular testing and monitoring of the effectiveness of its safeguards, controls, systems, and procedures; and (d) identification and correction of vulnerabilities in a timely manner. Company's security program shall comply with SOC 2 Type II standards and shall be subject to annual third-party audit.

6.2 HIPAA Compliance. Company acknowledges that Customer may be subject to the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations (collectively, "HIPAA"). Company represents and warrants that it shall comply with all applicable requirements of HIPAA to the extent that Company creates, receives, maintains, or transmits Protected Health Information (as defined in HIPAA) on behalf of Customer. Company shall enter into a Business Associate Agreement with Customer as required under HIPAA, using a mutually agreed upon form.

6.3 HIPAA Compliance Measures. Company's HIPAA compliance measures include, but are not limited to:

Implementing administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of electronic Protected Health Information;
Ensuring that all staff who have access to Protected Health Information receive appropriate training on HIPAA requirements;
Conducting regular risk assessments and implementing risk management measures;
Maintaining policies and procedures for breach notification in accordance with HIPAA requirements;
Implementing access controls, including unique user identification, automatic logoff, and encryption and decryption;
Maintaining audit controls that record and examine activity in systems that contain Protected Health Information;
Implementing mechanisms to authenticate the identity of persons or entities seeking access to Protected Health Information; and
Implementing transmission security measures to protect Protected Health Information transmitted over an electronic network.

6.4 Data Privacy. Company shall collect, use, retain, and disclose Customer Data only in accordance with Company's Privacy Policy available at anyreach.ai/privacy-policy, which is hereby incorporated into this Agreement by reference.

6.5 Data Breach Notification. In the event of any actual or reasonably suspected unauthorized access to or acquisition, use, disclosure, destruction, or alteration of Customer Data ("Security Breach"), Company shall: (a) notify Customer in writing of such Security Breach without undue delay, but in no event later than forty-eight (48) hours after Company becomes aware of the Security Breach; (b) investigate and remediate the effects of the Security Breach and provide Customer with assurances that such Security Breach will not recur; and (c) provide Customer with such information about the Security Breach as Customer may reasonably request. Company's notice of any Security Breach shall include, to the extent known: (i) the nature of the Security Breach; (ii) the categories and approximate number of individuals affected; (iii) the categories and approximate number of data records concerned; (iv) the likely consequences of the Security Breach; and (v) the measures taken or proposed to be taken to address the Security Breach, including measures to mitigate its possible adverse effects.

6.6 Data Backup and Retention. Company shall perform daily backups of Customer Data and shall retain such backups for a period of thirty (30) days. Company shall maintain a disaster recovery plan designed to ensure availability of Customer Data following any disaster affecting Company's facilities. Company shall test its backup and recovery procedures at least once every six (6) months.

6.8 Return or Deletion of Customer Data. Within thirty (30) days after the effective date of termination or expiration of this Agreement, Company shall: (a) if requested by Customer, provide Customer with a copy of all Customer Data in Company's possession in a mutually agreeable format; and (b) after providing Customer with a copy of Customer Data (if requested), permanently delete and destroy all copies of Customer Data in Company's possession or control. Notwithstanding the foregoing, Company may retain Customer Data to the extent and for the duration required by applicable law and to the extent copies of Customer Data are made and deleted in the normal course of Company's data back-up and archiving processes, provided that Company maintains the confidentiality of all such Customer Data in accordance with this Agreement.

6.9 Compliance with Data Protection and Privacy Laws. Company represents and warrants that it shall comply with all applicable data protection and privacy laws in its processing of Customer Data, including, as applicable, the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), the Telephone Consumer Protection Act (TCPA), and any other laws governing the collection and processing of biometric or voice data. Customer remains responsible for obtaining all necessary consents from end users or data subjects as required by such laws.

7. VOICE DATA RIGHTS

7.1 Ownership of Voice Data. As between Customer and Company, Customer owns all right, title, and interest in and to all Voice Data. Customer hereby grants Company a non-exclusive, worldwide, royalty-free license to use, reproduce, display, distribute, modify, and create derivative works of Voice Data solely to the extent necessary to provide the Services to Customer and as otherwise permitted by this Agreement.

7.2 Rights to Derived Models. Subject to the terms and conditions of this Agreement, Company owns all right, title, and interest in and to all Derived Models. Company hereby grants Customer a non-exclusive, worldwide, royalty-free license to use the Derived Models solely in connection with Customer's use of the Services during the Subscription Term.

7.3 Aggregated Data. Notwithstanding anything to the contrary in this Agreement, Company may collect and analyze data and information related to the provision, use, and performance of various aspects of the Services and related systems and technologies, including information concerning Customer Data and data derived therefrom. Company may use such data and information to improve and enhance the Services and for other development, diagnostic, and corrective purposes in connection with the Services and other Company offerings. No rights or licenses are granted except as expressly set forth herein.

7.4 Voice Data Processing. Company shall process Voice Data in accordance with Customer's instructions as set forth in this Agreement and the applicable Order Form. Company shall not use Voice Data for any purpose other than providing the Services to Customer, except as expressly permitted by this Agreement.

7.5 Voice Data Labeling. Company shall clearly label any AI-generated voice content created through the Services as artificially generated to prevent misrepresentation and ensure transparency. Customer agrees to maintain such labeling when using or distributing any AI-generated voice content.

7.7 Voice Data Export. Upon Customer's request during the Subscription Term, Company shall make available to Customer all Voice Data and related transcripts in a standard, machine-readable format. Company may charge a reasonable fee for such export services if the volume or frequency of export requests exceeds reasonable limits.

7.8 Custom Voice Personas and Content Standards. If Customer engages Company to create or deploy custom-generated voice personas (e.g., bespoke text-to-speech voices, cloned voices, or custom audio branding), the intellectual property ownership and usage rights to such personas shall be as set forth in the applicable Order Form or Statement of Work. Unless otherwise agreed in writing, all such custom voice personas shall be owned by Company, and Customer shall receive a limited, non-exclusive, non-transferable license to use the voice persona solely in connection with the Services and during the Subscription Term.

The use of custom voice personas may be subject to additional third-party licensing terms, which shall be provided by Company upon request or referenced in the applicable Order Form. Customer agrees to comply with any such third-party terms to the extent applicable.

Customer further agrees not to use the Services to generate or distribute voice content that is unlawful, defamatory, infringing, harassing, deceptive, or otherwise violates applicable content standards or Company's Acceptable Use Policy (if any). Company reserves the right to suspend or terminate Customer's access to the Services if Company reasonably determines that Customer's use of a custom voice persona violates applicable law or these content standards.

8. FEES AND PAYMENT

8.1 Fees. Customer shall pay Company the fees specified in the applicable Order Form. Unless otherwise specified in the Order Form, fees are based on Services purchased and not on actual usage. Payment obligations are non-cancelable, and fees paid are non-refundable except as expressly provided in this Agreement.

8.2 Billing and Payment Terms. Company shall invoice Customer in accordance with the billing frequency stated in the applicable Order Form. Unless otherwise stated in the Order Form, fees are due on receipt of the date invoice is received. Customer is responsible for providing complete and accurate billing and contact information to Company and notifying Company of any changes to such information.

8.3 Billing Metrics. Unless otherwise specified in the applicable Order Form, Services are billed based on:

A flat SaaS fee as specified in the Order Form; and
Usage-based fees calculated according to the metrics specified in the Order Form, which may include per-minute rates, per-session rates, or other usage metrics.

8.4 Overage Rates. If Customer's usage exceeds the usage limits specified in the applicable Order Form, Company shall invoice Customer for such excess usage at the overage rates specified in the Order Form. If no overage rates are specified in the Order Form, Company's standard overage rates shall apply.

8.5 Throttling Rules. Company reserves the right to implement throttling of the Services if Customer's usage exceeds 150% of its average daily usage over the preceding thirty (30) day period. Company shall notify Customer before implementing any throttling measures and shall work with Customer to address the underlying usage issues.

8.6 Taxes. All fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Company's income.

8.7 Late Payment. If Customer fails to make any payment when due, without limiting Company's other rights and remedies: (a) Company may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (b) Customer shall reimburse Company for all reasonable costs incurred by Company in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (c) if such failure continues for thirty (30) days following written notice thereof, Company may suspend Customer's and its Authorized Users' access to any portion or all of the Services until such amounts are paid in full.

8.8 Payment Disputes. If the parties are unable to resolve a payment dispute within thirty (30) days, each Party shall have the right to seek any remedies it may have under this Agreement, at law or in equity, irrespective of any terms that would limit remedies on account of a dispute.

8.9 Future Functionality. Customer agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Company regarding future functionality or features.

9. TERM AND TERMINATION

9.1 Term. This Agreement commences on the Effective Date and continues until all Subscription Terms for Services ordered under this Agreement have expired or been terminated.

9.2 Subscription Term. The Subscription Term shall be twelve (12) months from the start date specified in the applicable Order Form, unless otherwise specified therein. The Subscription Term shall automatically renew for additional twelve (12) month periods unless either Party gives the other Party written notice of non-renewal at least sixty (60) days before the end of the then-current Subscription Term.

9.3 Price Changes. Company may increase the fees for any renewal Subscription Term by providing written notice to Customer at least thirty (30) days prior to the commencement of such renewal term. If Customer objects to such fee increase, Customer may terminate the applicable Order Form by providing written notice to Company at least fifteen (15) days prior to the commencement of such renewal term.

9.4 Termination for Cause. Either Party may terminate this Agreement, including all Order Forms, if the other Party:

fails to cure any material breach of this Agreement within thirty (30) days after receipt of written notice of such breach;
ceases operation without a successor; or
seeks protection under any bankruptcy, receivership, trust deed, creditors' arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against such Party and is not dismissed within sixty (60) days.

9.5 No Early Termination. Except as expressly provided in Sections 9.3 and 9.4, Customer may not terminate this Agreement or any Order Form before the end of the Subscription Term. Customer is required to fulfill its payment obligations for the entire Subscription Term, regardless of actual usage of the Services. The Parties agree that this payment obligation is not a penalty and is a reasonable estimate of damages.

9.6 Effect of Termination. Upon termination or expiration of this Agreement:

All rights and licenses granted to Customer under this Agreement shall immediately terminate;
Customer shall immediately cease all use of the Services;
Customer shall pay to Company all amounts due and payable under this Agreement;
Company shall, within thirty (30) days of Customer's request, return or destroy Customer Data in accordance with Section 6.8; and
Any provisions of this Agreement that expressly or by implication are intended to come into or continue in force on or after termination or expiration of this Agreement shall remain in full force and effect.

9.7 Transition Assistance. Upon termination, Company may offer reasonable transition assistance at its discretion, subject to mutually agreed terms and pricing.

10. REPRESENTATIONS AND WARRANTIES

10.1 Mutual Representations and Warranties. Each Party represents and warrants that:

it is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization;
it has the full right, power, and authority to enter into and perform its obligations under this Agreement;
the execution of this Agreement by its representative has been duly authorized by all necessary organizational action; and
when executed and delivered by both parties, this Agreement will constitute the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms.

10.2 Company Warranties. Company represents and warrants that:

the Services will perform materially in accordance with the Documentation;
Company will not materially decrease the overall functionality of the Services during the Subscription Term;
Company will provide the Services in a manner consistent with generally accepted industry standards;
Company owns or otherwise has sufficient rights to the Services to grant to Customer the rights and licenses granted herein;
to Company's knowledge, the Services do not infringe or misappropriate any Intellectual Property Rights of any third party;
Company will comply with all laws and regulations applicable to Company's provision of the Services;
Company has implemented and will maintain appropriate technical and organizational measures designed to protect Customer Data as required by applicable data protection laws; and
Company will not knowingly introduce any viruses, worms, Trojan horses, or other harmful code into the Services.

10.3 Customer Warranties. Customer represents and warrants that:

Customer owns or otherwise has sufficient rights to Customer Data to grant to Company the rights and licenses granted herein;
Customer has obtained all necessary consents, permissions, and authorizations required to collect, use, and disclose Customer Data through the Services, including with respect to any personal information or Voice Data contained therein;
Customer will use the Services only in compliance with this Agreement, the Documentation, and all applicable laws and regulations; and
Customer will not use the Services in any manner that infringes or misappropriates the Intellectual Property Rights of any third party.

10.4 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 10, THE SERVICES ARE PROVIDED "AS IS" AND COMPANY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL OPERATE UNINTERRUPTED OR ERROR-FREE, OR THAT THE SERVICES WILL MEET CUSTOMER'S OR ANY AUTHORIZED USER'S REQUIREMENTS.

11. CONFIDENTIALITY

11.1 Protection of Confidential Information. The Receiving Party shall: (a) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; (b) keep confidential and not disclose or make available any Confidential Information of the Disclosing Party to any third party, except as expressly permitted by this Agreement or with the Disclosing Party's prior written consent; and (c) exercise at least the same degree of care, but not less than reasonable care, to protect against the unauthorized disclosure or use of the Disclosing Party's Confidential Information as it exercises to protect its own confidential information of a similar nature.

11.2 Required Disclosure. If the Receiving Party is required by law or court order to disclose Confidential Information of the Disclosing Party, the Receiving Party shall: (a) provide the Disclosing Party with prior written notice of such required disclosure; (b) cooperate with the Disclosing Party, at the Disclosing Party's expense, in seeking a protective order or other appropriate protection of such Confidential Information; and (c) disclose only that portion of the Confidential Information that is legally required to be disclosed.

11.3 Injunctive Relief. The parties acknowledge that any breach of this Section 11 may cause irreparable harm for which monetary damages would not be an adequate remedy. Accordingly, in addition to any other remedies available at law or in equity, the Disclosing Party shall be entitled to seek injunctive relief to enforce the terms of this Section 11.

11.4 Survival. The obligations of confidentiality under this Section 11 shall survive the termination or expiration of this Agreement for a period of five (5) years, except with respect to Confidential Information that constitutes a trade secret under applicable law, in which case the obligations of confidentiality shall continue for as long as such information remains a trade secret.

12. INTELLECTUAL PROPERTY

12.1 Ownership of Services. As between the parties, Company owns all right, title, and interest in and to the Services, including all Intellectual Property Rights therein. Nothing in this Agreement shall be construed as transferring any aspects of such right, title, and interest to Customer or any third party.

12.2 Ownership of Customer Data. As between the parties, Customer owns all right, title, and interest in and to Customer Data, including all Intellectual Property Rights therein. Nothing in this Agreement shall be construed as transferring any aspects of such right, title, and interest to Company or any third party, except for the limited license granted in Section 7.1.

12.3 Ownership of Aggregated Data. Notwithstanding Section 12.2, Company may generate and owns all right, title, and interest in and to any aggregated and de-identified data derived from Customer Data, provided that such aggregated and de-identified data does not identify Customer or any individual and cannot be used to identify Customer or any individual. Company may use such aggregated and de-identified data for any lawful purpose, including but not limited to improving the Services and developing new products and services.

12.4 Feedback. If Customer provides Company with any suggestions, ideas, enhancement requests, feedback, recommendations, or other information relating to the Services ("Feedback"), Customer hereby grants Company a royalty-free, worldwide, irrevocable, perpetual, non-exclusive license to use, reproduce, disclose, sublicense, distribute, modify, and otherwise exploit such Feedback without restriction.

12.5 No Implied Licenses. Except for the rights and licenses expressly granted in this Agreement, nothing in this Agreement shall be construed as granting any right or license, by implication, estoppel, or otherwise, to either Party under any Intellectual Property Rights owned or controlled by the other Party or its licensors.

13. INDEMNIFICATION

13.1 Indemnification by Company. Company will defend, indemnify, and hold harmless Customer and its officers, directors, employees, and agents from and against third-party claims arising from (i) Company's gross negligence or willful misconduct, or (ii) claims alleging that the Services, when used according to this Agreement, infringe third-party intellectual property rights. Company will pay reasonable attorney fees, court costs, and settlements or judgments awarded against Customer resulting from such claims.

13.2 Indemnification by Customer. Customer will defend, indemnify, and hold harmless Company and its officers, directors, employees, and agents from and against third-party claims arising from (i) Customer's gross negligence or willful misconduct, or (ii) Customer Data infringing third-party intellectual property rights or violating applicable laws. Customer will pay reasonable attorney fees, court costs, and settlements or judgments awarded against Company resulting from such claims.

13.3 Indemnification Process. The indemnified Party will promptly notify the indemnifying Party of any indemnified claim and cooperate reasonably in its defense. The indemnifying Party has sole control over the defense and settlement, provided that no settlement imposes obligations or liability on the indemnified Party without its prior written consent, not unreasonably withheld.

13.4 Infringement Mitigation. If the Services become subject to an infringement claim or Company reasonably believes they will become subject to such a claim, Company will at its expense either: (a) secure Customer's right to continue using the Services; (b) modify the Services to become non-infringing without materially reducing their functionality; or (c) if neither option (a) nor (b) is commercially practical, terminate the affected Services and refund Customer any prepaid fees for unused periods.

13.5 Exclusive Remedy. This Section 13 constitutes Customer's sole remedy and Company's sole liability for third-party infringement claims.

14. LIMITATION OF LIABILITY

14.1 Exclusion of Indirect and Consequential Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT, LOSS OF DATA, DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE OTHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2 Cap on Liability. IN NO EVENT WILL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO COMPANY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

14.3 Exceptions. The limitations of liability referenced in Sections 14.1 and 14.2 shall not apply to:

Either Party's indemnification obligations under Section 13;
Customer's payment obligations under Section 8;
Damages arising from a Party's fraud, gross negligence, or willful misconduct; or
Any other liability that cannot be limited or excluded under applicable law.

14.4 Essential Purpose. The parties agree that the limitations of liability set forth in this Section 14 are fundamental elements of the basis of the bargain between the parties and would not have been entered into without such limitations.

15. DISPUTE RESOLUTION

Any dispute arising out of or relating to this Agreement, or the breach thereof, shall be subject to the exclusive jurisdiction of the state or federal courts located in Wilmington, Delaware. Each Party consents to jurisdiction in these courts and waives any objection to venue or inconvenient forum. The prevailing Party in such litigation shall be entitled to recover its reasonable attorneys' fees and costs.

16. GENERAL PROVISIONS

16.1 Entire Agreement. This Agreement, including all exhibits, schedules, and addenda attached hereto and all Order Forms executed hereunder, constitutes the entire agreement between the parties with respect to the subject matter hereof 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 Agreement shall be effective unless in writing and signed by the Party against whom the modification, amendment, or waiver is to be asserted.

16.2 Order of Precedence. In the event of any conflict or inconsistency between the terms of this Agreement and any Order Form, the terms of the Order Form shall prevail to the extent of such conflict or inconsistency, unless expressly stated otherwise in the Order Form.

16.3 Assignment. Neither Party may assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld; provided, however, that either Party may assign this Agreement in its entirety, without the other Party's consent, to an affiliate or to a successor in interest in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment or transfer in violation of this Section 16.3 shall be null and void. This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

16.4 Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.

16.5 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective permitted successors and assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

16.6 Notices. All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement must be in writing and will be deemed effectively given when: (a) delivered by hand (with written confirmation of receipt); (b) delivered by a nationally recognized overnight courier (with delivery confirmation); (c) sent by email, if sent during recipient's normal business hours (otherwise effective the next business day); or (d) mailed by certified or registered mail, return receipt requested, postage prepaid, effective on the third day after mailing. Notices to Company must be sent to the address listed below, Attention: Legal Department. Notices to Customer must be sent to the address provided by Customer in the applicable Order Form or as updated by Customer in writing. Each Party may update its notice information by providing written notice to the other Party in accordance with this section.

Anyreach, Inc.
11596 Southwood Dr
Saratoga, CA 95070
Email: legal@anyreach.ai
Attention: Legal Department

With a copy to:
Luke P. McLoughlin
Duane Morris LLP
30 S. 17th St.
Philadelphia, PA 19096
Email: LPMcLoughlin@duanemorris.com

16.7 Severability. If any provision of this Agreement, or any portion thereof, is held to be invalid, illegal, void, or unenforceable by any court or tribunal of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect to the maximum extent permitted by law. The parties agree that any such invalid, illegal, void, or unenforceable provision shall be modified and limited in its effect to the extent necessary to cause it to be enforceable, or if such modification is not possible, shall be deemed severed from this Agreement. In such event, the parties shall negotiate in good faith to replace any invalid, illegal, void, or unenforceable provision with a valid, legal, and enforceable provision that corresponds as closely as possible to the parties' original intent and economic expectations. The invalidity or unenforceability of any provision in one jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction.

16.8 Waiver. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

16.9 Force Majeure. Neither Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any payment obligation), when and to the extent such failure or delay is caused by or results from acts beyond the affected Party's reasonable control, including, without limitation: (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) shortage of adequate power or transportation facilities; and (i) other similar events beyond the reasonable control of the affected Party. The affected Party shall give notice within five (5) days of the force majeure event to the other Party, stating the period of time the occurrence is expected to continue. The affected Party shall use diligent efforts to end the failure or delay and ensure the effects of such force majeure event are minimized. The affected Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause.

16.10 Equitable Remedies. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Sections 3.2, 11, or 12 would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

16.11 Export Regulation. The Services may be subject to US export control laws, including the US Export Administration Act and its associated regulations. Customer shall not, directly or indirectly, export, re-export, or release the Services to, or make the Services accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Services available outside the US.

16.12 Anti-Corruption. Each Party shall comply with all applicable anti-corruption laws, including the US Foreign Corrupt Practices Act, and shall not, directly or indirectly, offer, promise, give, or authorize the giving of any money or thing of value to any person for the purpose of influencing any act or decision of such person or of any government to obtain or retain business, or direct business to any person.

16.13 US Government Rights. The Services are commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if Customer is an agency of the US Government or any contractor therefor, Customer receives only those rights with respect to the Services as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors.

16.14 Governing Law. This Agreement and all related documents, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute, are governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware.

16.15 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

16.16 Electronic Signatures. The parties agree that electronic signatures, whether digital or encrypted, of the parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic signature means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a Party with the intent to sign such record, including facsimile or email electronic signatures.

16.17 Survival. The provisions of this Agreement that by their nature should survive termination or expiration of this Agreement shall survive, including but not limited to Sections 6.8, 7, 8, 9.6, 9.7, 11, 12, 13, 14, 15, and 16.

Anyreach Master Software As A Service Agreement

TABLE OF CONTENTS