Main Service Agreement

1.1 "Affiliate"

means any entity which directly or indirectly controls, is controlled by, or is under common control with a party.

1.2 "Customer Data"

means any data, information, records, files, communications and other content that is transmitted from one Customer Endpoint to one or more other Customer Endpoint(s) using the Netzilo Solution and can only be encrypted/decrypted by the Customer.

1.3 "Customer Endpoint"

means a device of Customer or a Permitted User that has the Netzilo Client Software installed upon it.

1.4 "Documentation"

means the online documentation, guidelines and policies provided by Netzilo in relation to the Netzilo Solution, including our service descriptions, Service Level Agreement ("SLA"), acceptable use policies, technical documentation, user guides and support documentation and any Updates thereto.

1.5 "Integrations"

means any software application, functionality, website, product or service that will connect to or integrate with the Netzilo Solution or embed certain functionality into a third party platform or service, including via an API or SDK. You and your Permitted Users choose which Integrations to activate with respect to your use of the Netzilo Solution.

1.6 "Order Form"

means an ordering document regarding the Netzilo Solution to be provided under this Agreement that is entered into between Netzilo or any of its Affiliates and Customer, or between Netzilo or any of its Affiliates and any of Customer's Affiliates.

1.7 "Permitted User"

means an individual human who is authorized by Customer to access and use the Netzilo Solution.

1.8 "Netzilo Client Software"

means Netzilo's proprietary software that is installed on Customer Endpoints and any Updates thereto.

1.9 "Netzilo Platform"

means Netzilo's proprietary Internet-accessible software and service that is hosted and maintained by Netzilo.

1.10 "Netzilo Solution"

means the totality of Netzilo's proprietary service that includes the Netzilo Platform and Netzilo Client Software, as well as any other software, information or services related thereto provided by Netzilo to Customer, all as and to the extent listed on an Order Form.

1.11 "Updates"

means any version updates, bug fixes, patches, error corrections, and other similar software or content updates to the Netzilo Client Software or Documentation.

2.1 Provision and Access

In accordance with the terms and conditions of the Agreement, Netzilo shall grant you and your Permitted Users access to and use of the Netzilo Solution as detailed in Documentation solely for your internal business purposes pursuant to a duly-executed Order Form. This includes a limited, revocable, worldwide, non-exclusive, non-transferable, license to download and use the Netzilo Client Software on Customer Endpoints solely in connection with your use of the Netzilo Solution pursuant to a duly-executed Order Form. You agree that your purchase of the Netzilo Solution is not contingent on the delivery of any future features or functionality, or dependent on any oral or written public comments made by us regarding future functionality or features.

2.2 Ownership

As between the Customer and Netzilo, the Netzilo Solution and Documentation, and all intellectual property rights therein or relating thereto, are and shall remain the exclusive property of Netzilo. Nothing in the Agreement shall be interpreted to provide Customer with any rights in the foregoing, except the limited right to use the Netzilo Solution subject to the Agreement.

You may not, directly or indirectly, do or attempt any of the following: (i) misappropriate or otherwise commercially exploit any part of the Netzilo Solution; (ii) modify, disassemble, decompile, reverse engineer, copy, reproduce, or create derivative works from the Netzilo Solution; (iii) damage, tamper with or circumvent any part of the Netzilo Solution; (iv) breach or circumvent any security measure for the Netzilo Solution; (v) access or use the Netzilo Solution to compete with Netzilo or build a competitive product, service or solution; or (vi) access or use the Netzilo Solution for illegal or illicit purposes.

2.3 Customer Data

Customer retains all right, title and interest including all intellectual property rights in and to Customer Data. You grant us a limited, nonexclusive, revocable, worldwide, royalty-free right to transmit Customer Data solely to enable us to provide the Netzilo Solution to you during the Term. Subject to the limited license granted herein, Netzilo acquires no right, title or interest in or to any Customer Data.

For the avoidance of doubt, you and your Permitted Users choose what Customer Data to transmit using the Netzilo Solution; Netzilo does not have access to, use of or control over Customer Data, and only you can encrypt/decrypt Customer Data. Netzilo will not make any change to the Netzilo Solution that would enable it to decrypt Customer Data. Netzilo has no general obligation to monitor, and does not monitor, your Customer Data. You are solely responsible for the content of your Customer Data and represent and warrant that your Customer Data does not violate applicable laws.

2.4 Customer Responsibilities

You will use the Netzilo Solution in accordance with our Documentation and applicable laws. You are solely responsible for: all actions taken through your account by you or your Permitted Users; timely accepting, installing and using Updates; and acquiring, maintaining and securing your own hardware, software, networks and computer systems, which are not included in the Netzilo Solution.

You are also responsible for the activity of your Permitted Users and the confidentiality of your and their login credentials. Customer will promptly notify Netzilo of any actual or suspected unauthorized use of the Netzilo Solution. We reserve the right to suspend, deactivate, or replace a Permitted User account if we determine that such account may have been used to violate any applicable law or not in accordance with the Agreement or Documentation. Any breach of the Agreement by your Permitted Users shall be deemed to be a breach by Customer.

2.5 Third Party Services

The Netzilo Solution may contain, enable or link to third party websites, applications, services or content, including via Integrations (collectively "Third Party Services"). We do not own or operate the Third Party Services and cannot guarantee their continued availability or compatibility. We have not reviewed, and cannot review, all of the material made available through Third Party Services. We do not warrant or support the Third Party Services.

The availability of such links through the Services does not represent, warrant or imply that we endorse any Third Party Services or any content, materials, opinions, goods or services available on or through them. Our Documentation does not apply to Third Party Services. Your decision to visit or link to a Third Party Service, or to activate an Integration, is your decision and your responsibility.

We are not responsible for any security breach of Customer Data or any data or information that is transmitted to, or accessed by, a Third Party Service. If you choose to use an Integration with the Netzilo Solution, you grant us permission to transmit data to the Integration and/or to allow the Integration to access data as necessary for the interoperation of that Integration with the Netzilo Solution.

3.1 Fees

In consideration for the rights granted to Customer and the performance of Netzilo's obligations under this MSA, Customer agrees to pay Netzilo the amounts set forth in the applicable Order Form (the "Fees"). Payments are non-cancelable, non-transferable, non-refundable, and not subject to acceptance, except as expressly stated elsewhere in this MSA.

3.2 Renewals

Unless set forth otherwise in your Order Form, Order Forms will automatically renew for subsequent terms of twelve (12) month periods (each a "Renewal") unless either party gives written notice of non-renewal at least 30 days prior to the end of the then-relevant Order Form term. During each Renewal Term, the per-unit pricing will increase up to a maximum of 5% above the applicable Order Form pricing in the prior term, unless Netzilo provides you notice of different pricing at least 45 days prior to the applicable Renewal. Notwithstanding anything to the contrary, renewal of any free, complimentary, promotional or one-time priced services will renew at our applicable list price in effect at the time of the applicable Renewal.

3.3 Taxes

The Fees set out in this MSA do not include applicable sales, use, gross receipts, value-added, GST or HST, personal property or other taxes (collectively "Taxes"). Customer will be responsible for and pay all applicable Taxes, duties, tariffs, assessments, export and import fees or similar charges (including interest and penalties imposed thereon) on the transactions contemplated in connection with this MSA, other than Taxes based on the net income or profits of Netzilo. If Customer is a tax-exempt entity or claims exemption from any Taxes hereunder, Customer will provide a certificate of exemption upon agreement to this MSA and, after receipt of valid evidence of exemption, Netzilo will not charge Customer any Taxes from which Customer is exempt.

3.4 Invoices

Netzilo will invoice you as of the first day of each payment period for the Fees and Taxes due for that payment period, as set forth in the applicable Order Form. Unless set forth otherwise in your Order Form, all invoices are issued in United States dollars, all payment periods are on an annual basis, and each invoice is due and payable thirty (30) days from the invoice date according to the payment instructions provided on the invoice. You may add a purchase order number to an invoice, if necessary for your internal payment processing requirements. If Customer disputes any amount set forth in any invoice, you must notify Netzilo within fifteen (15) days of the invoice date or you will be deemed to have waived your right to dispute such amount. The parties agree to work in good faith to resolve any payment dispute.

3.5 Delinquent Accounts

In the event of late payments or non-payments of undisputed amounts (collectively, "Delinquent Accounts"), Netzilo reserves the right to suspend Customer's access to and use of the Netzilo Solution and/or charge interest on such past-due amounts until those amounts are paid in full, to be decided by us in our sole discretion. If, after working in good faith with the Customer, Netzilo is not successful in resolving the Delinquent Account, any interest will accrue on past due amounts at the rate of one and one half percent (1.5%) per month, but in no event greater than the highest rate of interest allowed by law, calculated from the date such amount was due until the date that payment is received by Netzilo. Customer will reimburse Netzilo for the reasonable costs of collection, including reasonable fees and expenses of attorneys.

4.1 Term

This MSA will remain in effect commencing as of the date Customer first signs an Order Form (which shall be the "effective date" of this MSA) and continuing until the earlier of (i) the natural expiration or termination of all Order Forms under this MSA or (ii) the termination of this MSA by one of the parties as provided herein. The full duration of this MSA is the "Term."

4.2 Termination for cause

Either party may terminate this MSA immediately upon written notice if the other party materially breaches the Agreement and fails to correct the breach within thirty (30) days following written notice specifying the breach. In addition, if a party becomes or is declared insolvent or bankrupt, is the subject of any proceedings relating to its liquidation, insolvency, or for the appointment of a receiver, or makes an assignment for the benefit of any creditor, then the other party may terminate this MSA immediately upon written notice. If Customer terminates for cause under this Section 4.2, Netzilo will refund to you on a pro rata basis any prepaid Fees covering the remainder of your Order Form term after the effective date of termination. If Netzilo terminates for cause, Customer will remain liable to pay all Fees outstanding as of the effective date of termination, including any unpaid Fees covering the remainder of the Term had this MSA not been terminated.

4.3 Effect of termination

Upon termination of this MSA, Customer's right to access and use the Netzilo Solution will immediately end, and Customer and its Permitted Users will immediately cease all use of the Netzilo Solution. We will have no further obligation to maintain or provide you with access to the Netzilo Solution, including for transition purposes, and may thereafter, unless legally prohibited, delete any associated data in our systems or otherwise in our possession or under our control pursuant to our standard data retention policies and procedures. The parties also will cease any and all use of Confidential Information belonging to the other party, and return or destroy any such Confidential Information upon request. In no event will any termination or expiration relieve you of your obligation to pay any fees payable to us for the period prior to the effective date of termination. Expiration or termination of this MSA will not limit either party from pursuing any other remedies available to it, including injunctive relief, nor will any such expiration or termination relieve either party's obligation to pay all amounts and Fees that have accrued or are otherwise owed by such party under this MSA up to the effective date of termination.

4.4 Survival

The rights and obligations of Netzilo and Customer contained in the following sections will survive expiration or termination of this MSA: Sections 3 (Payment), 4.3 (Effect of Termination), 4.4 (Survival), 6 (Confidentiality), 7.3 (Warranty Disclaimer), 11 (Indemnification), 12 (Limitations of Liability), and 14 (Miscellaneous).

5.1 Data Processing Addendum

The parties expressly incorporate by reference the Netzilo Data Processing Addendum ("DPA") for compliance with global laws and regulations related to the processing of Personal Data (defined in the DPA) in connection with the Netzilo Solution and this MSA.

5.2 Security

Netzilo has adopted and will maintain administrative, technical, physical, and organizational security measures that are at least as robust as those described in our DPA as of the effective date of this MSA. Netzilo will not knowingly introduce into the Netzilo Solution any viruses, worms, time bombs, Trojan horses or other malicious code that might harm, or any "copyleft" open source license that would require the open licensing of, any Customer systems.

5.3 Usage Data

Customer acknowledges that Netzilo securely processes information, data and metadata resulting from the ordinary course operation and use of the Netzilo Solution for limited internal business purposes related to the ongoing operation, development and protection of the Netzilo Solution, including security and fraud prevention, product analytics, research, debugging and improvement, and billing and customer account management (collectively "Usage Data"). Netzilo processes Usage Data for such purposes as an independent data controller or business in accordance with applicable Data Privacy Laws (defined in the DPA). Customer acknowledges and agrees that Netzilo may process Usage Data for such purposes, and that such purposes are compatible with, reasonably necessary, and proportionate to providing the Netzilo Solution to Customer. To the extent Usage Data includes any identifying information, Netzilo will de-identify and/or aggregate the Usage Data whenever possible. For the avoidance of doubt, Usage Data does not include Customer Data.

5.4 Acknowledgement

You acknowledge that: (a) Netzilo is not a "Business Associate" as defined in HIPAA and the Netzilo Solution is not HIPAA compliant; (b) Netzilo is not a "bank service provider" as defined in the Bank Service Company Act; and (c) Netzilo does not act as a "school official" as defined under FERPA, and customers are solely responsible for using the Netzilo Solution only for non-FERPA covered purposes. As a reminder, you and your Permitted Users choose what Customer Data to transmit using the Netzilo Solution; Netzilo does not have access to, use of or control over Customer Data. If you choose to transmit any sensitive information (including information associated with (a)-(c) above, any special categories of data as enumerated in GDPR Article 9(1), and any tax identification numbers, Social Security numbers, driver's license numbers, or other similar government identification numbers), you are solely responsible for ensuring that suitable safeguards are in place prior to transmitting or processing such information using the Netzilo Solution.

6.1 Definition

"Confidential Information" means all information disclosed by a party to the other party, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Netzilo Confidential Information includes: the software for the Netzilo Solution, whether in source or executable code; Research (as defined in Section 8.2) materials and information; nonpublic business, product, marketing, pricing and sales information; audit materials and reports; internal policies, procedures and controls; and the results of any performance tests of the Netzilo Solution. Confidential Information does not include any information that: (i) is or becomes generally known to the public through no breach of any obligation owed to the disclosing party; (ii) was known to the receiving party prior to its disclosure by the disclosing party without breach of any obligation owed to the disclosing party; (iii) is received from a third party without knowledge of any breach of any obligation owed to the disclosing party; or (iv) is independently developed by the receiving party. For the avoidance of doubt, the parties acknowledge that Personal Data (defined in the DPA) is not considered Confidential Information and the terms of the DPA, not this Section 6, shall govern the parties' obligations with respect to Personal Data.

6.2 Protection of Confidential Information

As between the parties, each party retains all ownership rights in and to its Confidential Information. The receiving party will: (a) use the same degree of care that it uses to protect the confidentiality of its own Confidential Information of like kind (but not less than reasonable care); (b) not use or disclose any Confidential Information of the disclosing party for any purpose outside the scope of the Agreement; and (c) limit access to Confidential Information of the disclosing party, except as otherwise authorized by the disclosing party in writing, to only those employees, agents and contractors (including its Affiliates, legal counsel, auditors and accountants) who (i) need that access for purposes consistent with the Agreement and (ii) are bound to obligations of confidentiality that are not materially less protective of the Confidential Information than those contained in this MSA.

Upon the expiration or termination of this MSA, the receiving party shall have no further rights to the disclosing party's Confidential Information and shall promptly destroy all materials (whether maintained electronically or otherwise) containing such information, together with all copies thereof in whatever form; provided however that the receiving party may retain copies for archival purposes as required by applicable law or to the extent such copies are electronically stored in accordance with the receiving party's document retention or back-up policies or procedures. The receiving party's obligations relating to protection of Confidential Information under this MSA shall continue for three (3) years following the expiration or termination of this Agreement, except that in the case of Confidential Information that is a trade secret under applicable law, the obligations of confidentiality shall continue for so long as such Confidential Information remains a trade secret.

6.3 Compelled disclosures

Notwithstanding the foregoing, Confidential Information may be disclosed to the extent required by any competent court or governmental agency. Before disclosing such information, the receiving party must (if permitted by law) provide the disclosing party with sufficient advance notice of the request for the information to enable the disclosing party to exercise, at its own cost, any rights it may have to challenge or limit the request to receive such Confidential Information. If the receiving party is compelled by law to disclose the disclosing party's Confidential Information as part of a civil proceeding to which the disclosing party is a party, and the disclosing party is not contesting the disclosure, the disclosing party will reimburse the receiving party for its reasonable cost of compiling and providing secure access to that Confidential Information.

6.4 Availability of injunctive relief

The parties acknowledge that disclosure of any Confidential Information in violation of this Section 6 will give rise to irreparable injury to the owner of such information that is not adequately compensated by damages. Accordingly, each party will be entitled to seek equitable relief, including injunctive relief and specific performance against the breach or threatened breach of the undertakings in this Section 6, in addition to any other legal remedies which may be available.

7.1 Mutual warranties

Each party represents and warrants that: (a) it is duly authorized to enter into this MSA; (b) it is duly organized and validly existing under the laws of its relevant jurisdiction; (c) it has the full right, power and authority to enter into this MSA and perform its obligations hereunder; (d) this MSA is a valid and binding obligation of such party; and (e) it will comply with all applicable laws and regulations with respect to its activities related to the Netzilo Solution and the Agreement.

7.2 Limited warranty

Netzilo represents and warrants that: (a) the Netzilo Solution will operate in material and substantial conformity with the Documentation; and (b) Netzilo will not materially decrease the overall functionality of the Netzilo Solution during each Order Form term; ((a)-(b) collectively the "Limited Warranty"). If Customer notifies Netzilo of a breach of the Limited Warranty, Netzilo will correct the nonconformity. The foregoing constitutes Customer's sole and exclusive remedy for any breach of the Limited Warranty. The Limited Warranty will not apply to any Third Party Service, if caused by any events, systems or circumstances outside our reasonable control, or if caused by Customer's use of the Netzilo Solution in an unlawful manner or not in accordance with the Agreement or our Documentation.

7.3 Warranty disclaimer

Except as expressly provided for in this MSA and the SLA (if and as applicable to you), and to the maximum extent permitted by law, the Netzilo Solution is provided warranty free, on an "as is" and "as available" basis. We make no further representations, warranties or conditions of any kind, whether express, implied, collateral or statutory, including any warranties of merchantability, merchantable quality, compatibility, title, security, reliability, non-infringement, accuracy, quality, completeness, quiet enjoyment, integration or fitness for a particular purpose or use. We further disclaim any and all warranties or conditions arising out of course of dealing or usage of trade. Some jurisdictions, including the Province of Quebec, do not allow the limitation or exclusion of certain warranties, or the exclusion or limitation of certain damages. If you reside in one of those jurisdictions, the above limitations or exclusions may not apply to you.

8.1 Feedback

If Customer provides Netzilo with any feedback, comments, suggestions, ideas, or other information related to the Netzilo Solution (collectively "Feedback"), Customer hereby grants Netzilo a worldwide, non-exclusive, royalty-free, perpetual, irrevocable license to use, reproduce, modify, create derivative works from, distribute, and display such Feedback in any manner and for any purpose, including to improve the Netzilo Solution and develop new products and services. Customer represents and warrants that it has all rights necessary to grant this license.

8.2 Research

Customer acknowledges that Netzilo may conduct research and development activities related to the Netzilo Solution, including but not limited to performance testing, security analysis, and product improvement studies (collectively "Research"). Customer agrees that Netzilo may use anonymized and aggregated data from Customer's use of the Netzilo Solution for Research purposes, provided that such data does not identify Customer or any individual user. Customer represents and warrants that it has obtained all necessary consents and permissions for Netzilo to use such data for Research purposes.

10.1 Governing Law

This MSA and any disputes arising out of or related to this MSA will be governed by and construed in accordance with the laws of the State of California, United States, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

10.2 Dispute Resolution

The parties agree to resolve any disputes arising out of or relating to this MSA through good faith negotiations. If such negotiations fail to resolve the dispute within thirty (30) days of written notice of the dispute, either party may initiate binding arbitration in accordance with the rules of the American Arbitration Association ("AAA") then in effect.

Any arbitration will be conducted in San Francisco, California, United States, by a single arbitrator appointed in accordance with AAA rules. The arbitrator's decision will be final and binding, and judgment on the award may be entered in any court having jurisdiction. Notwithstanding the foregoing, either party may seek injunctive relief in any court of competent jurisdiction to prevent irreparable harm or to preserve the status quo pending arbitration.

10.3 Class Action Waiver

To the fullest extent permitted by applicable law, the parties agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. If for any reason a claim proceeds in court rather than in arbitration, both parties waive any right to a jury trial.

11.1 By Netzilo

Netzilo will defend Customer against any claim, demand, suit, or proceeding ("Claim") made or brought by a third party alleging that the use of the Netzilo Solution as permitted hereunder infringes or misappropriates such third party's intellectual property rights, and will indemnify Customer for any damages finally awarded against Customer (or any settlement approved by Netzilo) in connection with any such Claim.

Notwithstanding the foregoing, Netzilo will have no liability for any Claim of infringement arising from: (a) use of the Netzilo Solution in combination with any software, hardware, data, or systems not provided by Netzilo; (b) use of any version of the Netzilo Solution other than the most current version made available to Customer; (c) any modification of the Netzilo Solution by anyone other than Netzilo; or (d) use of the Netzilo Solution in violation of this MSA or applicable law.

11.2 By Customer

Customer will defend Netzilo against any Claim made or brought by a third party alleging that Customer's use of the Netzilo Solution in violation of this MSA infringes or misappropriates such third party's intellectual property rights, and will indemnify Netzilo for any damages finally awarded against Netzilo (or any settlement approved by Customer) in connection with any such Claim.

11.3 Procedures

The indemnifying party's obligations under this Section 11 are conditioned upon the indemnified party: (a) promptly notifying the indemnifying party in writing of any Claim; (b) giving the indemnifying party sole control of the defense and settlement of any Claim (except that the indemnifying party may not settle any Claim unless it unconditionally releases the indemnified party of all liability); and (c) cooperating with the indemnifying party in defending any Claim.

The indemnified party may participate in the defense of any Claim at its own expense and with counsel of its own choosing.

11.4 Exclusive Remedy

This Section 11 states the indemnifying party's sole liability to, and the indemnified party's exclusive remedy against, the other party for any type of Claim described in this Section 11.

12.1 Exclusion of Damages

In no event will either party be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of business, loss of data, loss of use, or cost of procurement of substitute goods or services, arising out of or relating to this MSA, even if advised of the possibility of such damages.

12.2 Limitation of Liability

Except for (a) Customer's payment obligations under this MSA, (b) either party's indemnification obligations under Section 11, (c) either party's breach of Section 6 (Confidentiality), or (d) either party's intellectual property rights, in no event will either party's total liability arising out of or relating to this MSA exceed the amounts paid by Customer to Netzilo under this MSA in the twelve (12) months preceding the event giving rise to the liability.

12.3 Essential Purpose

The limitations in this Section 12 will apply notwithstanding the failure of essential purpose of any limited remedy. The parties acknowledge that the limitations of liability in this Section 12 are an essential element of the bargain between the parties and that in the absence of such limitations the economic terms of this MSA would be substantially different.

14.1 Entire Agreement

This MSA, together with any Order Forms and other documents incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the parties.

14.2 Amendment

This MSA may be amended only by a written agreement signed by both parties. No course of dealing, usage of trade, or course of performance will be deemed to amend this MSA.

14.3 Waiver

No waiver of any provision of this MSA will be effective unless in writing and signed by the party against whom the waiver is to be enforced. No failure or delay by either party in exercising any right, power, or privilege under this MSA will operate as a waiver thereof.

14.4 Severability

If any provision of this MSA is held to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect. The parties will negotiate in good faith to replace any invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that most closely reflects the original intent of the parties.

14.5 Assignment

Neither party may assign this MSA or any of its rights or obligations hereunder without the prior written consent of the other party, except that either party may assign this MSA to a successor in interest in connection with a merger, acquisition, or sale of all or substantially all of its assets.

14.6 Force Majeure

Neither party will be liable for any delay or failure to perform its obligations under this MSA due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, fire, labor disputes, government actions, or internet or telecommunications failures.

14.7 Independent Contractors

The parties are independent contractors. Nothing in this MSA will be construed to create a partnership, joint venture, employment, or agency relationship between the parties.

14.8 Notices

All notices under this MSA must be in writing and will be deemed given when delivered personally, sent by confirmed email, or sent by certified or registered mail, return receipt requested, to the address specified in the Order Form or to such other address as the party to receive the notice has designated by notice to the other party.

14.9 Counterparts

This MSA may be executed in counterparts, each of which will be deemed an original, and all of which together will constitute one and the same instrument. Electronic signatures will be deemed to be original signatures for all purposes.

14.10 Headings

The headings in this MSA are for convenience only and will not affect the interpretation of this MSA.

14.11 Third Party Beneficiaries

This MSA is for the sole benefit of the parties and their respective successors and permitted assigns. Nothing in this MSA will be construed to give any third party any legal or equitable right, remedy, or claim under or in respect of this MSA.

14.12 Survival

The provisions of this MSA that by their nature extend beyond the termination of this MSA will survive termination, including but not limited to Sections 3 (Payment), 4.3 (Effect of Termination), 4.4 (Survival), 6 (Confidentiality), 7.3 (Warranty Disclaimer), 11 (Indemnification), 12 (Limitations of Liability), and this Section 14 (Miscellaneous).

14.13 Order of Precedence

In the event of any conflict between the terms of this MSA and any Order Form, the terms of the Order Form will control with respect to the specific services described in that Order Form, but only to the extent of such conflict.