Master Services Agreement

1. Scope of this agreement

This Master Services Agreement ("Agreement") is entered into between Oppulence Inc. ("Eigenn", "Company") and the customer identified on an Order Form ("Customer"), and takes effect on the date of the first Order Form signed by both parties (the "Effective Date").

This Agreement applies to enterprise and order-form based subscriptions. If you use the Service on a self-serve plan without a signed Order Form, our Terms of Service govern instead. Where both apply, this Agreement controls for the subscriptions described in the applicable Order Form.

To request a copy of this Agreement for signature, or to discuss an enterprise subscription, contact [email protected].

2. Definitions

Capitalized terms have the meanings set out below, or the meaning given where they are first used.

• "Access Protocols" means the passwords, access codes, technical specifications, connectivity standards, and other procedures necessary to allow Customer or Authorized Users to access the Services.
• "Aggregated Data" means data related to Customer Data or Customer's use of the Services that Eigenn uses in an aggregated and de-identified manner, including to compile statistical and performance information about the Services.
• "Authorized User" means an employee or independent contractor of Customer, or another individual authorized by Customer, who accesses the Services under Customer's rights in this Agreement.
• "Connected Accounts" means third-party platforms, websites, or services connected to or integrated with the Services by or on behalf of Customer, including via API or Customer credentials. "Connected Account Data" means data collected from or provided by a Connected Account.
• "Customer Data" means, other than Aggregated Data, Connected Account Data, Inputs, and all information and content submitted or transmitted by or on behalf of Customer or an Authorized User through the Services.
• "Documentation" means the user documentation Eigenn provides for the Services, in any form.
• "Input" means information, data, materials, text, or other content provided or made available for processing by or through the Services. "Output" means the content, data, recommendations, and other materials generated through the Services from Customer Data or Inputs.
• "Intellectual Property Rights" means all now known or later existing intellectual property rights worldwide, including copyrights, trademark and service mark rights, trade secret rights, patents, design rights, and all registrations, applications, renewals, extensions, and reissues of the foregoing.
• "Order Form" means an ordering document signed by both parties identifying the Services deployed under this Agreement. "Order Term" means the term length specified in the applicable Order Form.
• "Personal Data" means any information relating to an identified or identifiable natural person, and all information that is personal data, personal information, or personally identifiable information under Applicable Data Protection Laws.
• "Services" means Eigenn's provision of the platform and its features and functionality, together with any professional or other services set out in an Order Form.

3. Provision of the Services

Each Order Form is governed by and incorporated into this Agreement. If there is a conflict between this Agreement and an Order Form, this Agreement controls unless the Order Form expressly states that it supersedes a specific provision.

4. Customer restrictions and responsibilities

Except as expressly permitted by applicable law, Customer will not, and will not permit any Authorized User or other party to, take any of the following actions.

• Permit any party other than Authorized Users to access the Services or Documentation.
• Modify, adapt, alter, or translate the Services or Documentation except as expressly allowed.
• Sublicense, lease, rent, loan, distribute, or otherwise transfer the Services or Documentation to any third party.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, algorithms, structure, or organization of the Services.
• Circumvent, remove, alter, deactivate, degrade, or thwart any technological measure or content protection in the Services.
• Copy the Services or Documentation except as expressly allowed, or disclose data contained in the Services to anyone other than an Authorized User.

5. Ownership and data rights

This section allocates ownership of the Services, Customer Data, Outputs, and derived data.

6. Fees, taxes, and payment

Customer will pay the fees and expenses set out in each Order Form without offset or deduction. Eigenn may increase Fees for each renewal term on at least 30 days' notice before the end of the then-current Order Term. Unless the Order Form states otherwise, invoices are due within 30 days of receipt.

Fees do not include taxes of any jurisdiction, including sales, use, excise, value added, personal property, export, import, and withholding taxes, excluding only taxes based on Eigenn's net income. Customer will pay or reimburse any such taxes. If Customer's tax-exempt status changes, Customer will notify Eigenn immediately and will be liable for any resulting taxes, penalties, and interest.

Interest accrues on payments more than 30 days past due at 12% per annum, or the maximum rate permitted by law if lower. Unless otherwise specified, all amounts paid are non-refundable and all amounts are in United States Dollars. If Customer's account is more than 30 days overdue, Eigenn may suspend access to the Services without further notice until the balance and any interest are paid.

7. Warranties and disclaimers

Each party represents and warrants that this Agreement has been duly executed and delivered and is enforceable against it, that no third-party authorization is required for it to enter into this Agreement, and that entering into and performing this Agreement does not violate any law or other agreement binding on it.

Customer additionally represents and warrants that it owns or has the necessary rights to the Customer Data, that the Customer Data does not infringe any third-party right, defame or invade the privacy of any person, violate any law, or contain malicious code, and that it will use the Services in compliance with the Documentation and applicable law.

EXCEPT FOR THE LIMITED WARRANTIES IN THIS SECTION, EIGENN MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE SERVICES, DOCUMENTATION, AGGREGATED DATA, INPUTS, OR OUTPUTS, AND SPECIFICALLY DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES, INCLUDING NON-INFRINGEMENT, MERCHANTABILITY, SATISFACTORY QUALITY, ACCURACY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE. THE SERVICES ARE PROVIDED "AS IS." EIGENN DOES NOT WARRANT THAT THE SERVICES WILL SATISFY CUSTOMER'S REQUIREMENTS, BE FREE OF DEFECT OR ERROR, OR OPERATE WITHOUT INTERRUPTION.

EIGENN MAKES NO WARRANTY THAT OUTPUTS WILL BE ACCURATE, TAILORED, OR FIT FOR A PARTICULAR PURPOSE OR USE CASE, AND DOES NOT WARRANT THAT OUTPUTS ARE PROTECTABLE BY INTELLECTUAL PROPERTY RIGHTS OR DO NOT INFRINGE THE RIGHTS OF ANY THIRD PARTY. CUSTOMER IS SOLELY RESPONSIBLE FOR ITS USE OF THE SERVICES AND ANY OUTPUTS AND SHOULD EVALUATE THEIR FITNESS FOR ITS SPECIFIC USE CASE.

8. Limitation of liability

EXCEPT WITH RESPECT TO LIABILITY ARISING FROM BREACHES OF CONFIDENTIALITY, MISAPPROPRIATION OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR A PARTY'S INDEMNIFICATION OBLIGATIONS (COLLECTIVELY, "EXCLUDED LIABILITY"), NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS OR BUSINESS INTERRUPTION, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE LIKELIHOOD OF SUCH DAMAGES.

EXCEPT WITH RESPECT TO EXCLUDED LIABILITY, THE MAXIMUM LIABILITY OF EITHER PARTY ARISING OUT OF OR CONNECTED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO EIGENN DURING THE 12 MONTHS PRECEDING THE ACT, OMISSION, OR OCCURRENCE GIVING RISE TO THE LIABILITY.

THESE LIMITATIONS SURVIVE AND CONTINUE IN FULL FORCE DESPITE ANY FAILURE OF CONSIDERATION OR OF AN EXCLUSIVE REMEDY. THE PARTIES ACKNOWLEDGE THAT PRICES WERE SET AND THIS AGREEMENT ENTERED INTO IN RELIANCE ON THESE LIMITATIONS, WHICH FORM AN ESSENTIAL BASIS OF THE BARGAIN.

9. Confidentiality

Each party (as "Disclosing Party") may provide the other (as "Receiving Party") with information about its business, technology, products, or services that is confidential or proprietary ("Confidential Information"). Confidential Information in tangible form will be marked as confidential, and information disclosed orally will be identified as confidential at the time of disclosure. Regardless of marking, the Services and Documentation are Confidential Information of Eigenn.

The Receiving Party will not use or disclose the Disclosing Party's Confidential Information except as permitted by this Agreement, will limit access to personnel with a need to know who are bound by confidentiality obligations no less restrictive than these, and will protect it with at least reasonable care. On request or termination, the Receiving Party will return or destroy all copies it has no continuing right to use.

These obligations do not apply to information that becomes generally available to the public through no fault of the Receiving Party, is lawfully provided by a third party free of confidentiality duties, was already known to the Receiving Party, or was independently developed without access to the Confidential Information. The Receiving Party may disclose Confidential Information where required by law or court order, provided it promptly notifies the Disclosing Party and cooperates in seeking a protective order.

10. Indemnification

Eigenn will indemnify and hold harmless Customer from third-party claims alleging that the Services, when used as authorized, infringe or misappropriate a third party's patents, copyrights, or trade secret rights under the laws of a United States jurisdiction, and will pay resulting liabilities, losses, damages, and reasonable costs.

If the Services become, or in Eigenn's opinion are likely to become, the subject of an infringement claim, Eigenn may procure the right for Customer to continue using them, replace or modify them so they are non-infringing without materially impairing functionality, or terminate this Agreement and refund unused prepaid fees. This states Customer's sole and exclusive remedy for infringement claims. Eigenn has no obligation for claims based on use not in accordance with this Agreement or the Documentation, combination with products not supplied by Eigenn, or modification by anyone other than Eigenn.

Customer will indemnify and hold harmless Eigenn and its affiliates, employees, directors, and agents from claims arising out of Customer's breach of the restrictions in Section 4, any agreement between Customer and a Connected Account, or Customer's use of the Outputs.

The indemnifying party's obligations are conditioned on prompt written notice of the claim, sole control of the defense and settlement by the indemnifying party, and cooperation by the indemnified party. The indemnified party may participate in the defense at its own expense with counsel of its choosing and will not settle a claim without the indemnifying party's prior written consent.

11. Term and termination

This Agreement commences on the Effective Date and continues until terminated in accordance with its terms. Unless the Order Form states otherwise, each Order Term runs for one year and renews automatically for successive one-year terms unless either party gives written notice of non-renewal at least 90 days before the end of the then-current term.

If there are no outstanding Order Forms, either party may terminate this Agreement for any reason on 30 days' written notice. An executed Order may not be terminated except by mutual consent or for material breach. Either party may terminate this Agreement or any Order immediately on notice if the other materially breaches and fails to cure within 30 days of written notice.

Expiration or termination of this Agreement terminates all active Orders, but termination of a single Order does not terminate this Agreement or other Orders. On termination, all licenses granted to Customer end. Termination is without prejudice to other remedies and does not relieve either party of breaches occurring before termination.

Unless Customer terminates for material breach, Eigenn will not refund Fees paid in advance, and Customer will pay all remaining Fees under terminated Order Forms within ten days. Within 30 days of termination, Customer will cease all use of the Services. The sections titled Definitions, Customer restrictions and responsibilities, Ownership and data rights, Warranties and disclaimers, Limitation of liability, Confidentiality, Indemnification, this Section 11, and Section 12 survive termination.

12. General

This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-law principles.

For any dispute, Customer agrees to first contact Eigenn at [email protected] and attempt to resolve the claim informally. If the claim is not resolved within 60 days, the parties will resolve it exclusively through binding arbitration administered by the American Arbitration Association before a single arbitrator under its Expedited Procedures, conducted in New Castle County, Delaware unless the parties agree otherwise. Judgment on the award may be entered in any court of competent jurisdiction.

Nothing in the dispute resolution provision prevents Eigenn from seeking injunctive or other equitable relief from the courts to prevent actual or threatened infringement, misappropriation, or violation of its data security, Intellectual Property Rights, or other proprietary rights, or prevents Customer from asserting a qualifying claim in small claims court on an individual, non-class basis.

If any provision is held invalid, illegal, or unenforceable, the rest of this Agreement remains enforceable. A waiver on one occasion is not a waiver on any other occasion. The parties' rights and remedies are cumulative. If legal action is brought to enforce this Agreement, the prevailing party is entitled to its reasonable attorneys' fees and costs.

Neither party may assign or transfer this Agreement without the other's prior written consent, except that either party may assign it to an affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. This Agreement binds each party's permitted successors and assigns.

Eigenn may publicly list Customer as a customer and, subject to Customer's brand guidelines, use Customer's trademark, trade name, and logo for marketing or promotional purposes. Customer may withdraw this permission by writing to [email protected].

Neither party is liable for delay in performing its obligations, other than payment obligations, caused by events beyond its reasonable control, including labor disputes, shortages, fire, earthquake, flood, pandemic, epidemic, or quarantine, provided it uses reasonable efforts to notify the other party and resume performance.

The parties are independent contractors, and neither is the agent or partner of the other. Notices must be delivered in writing, to Eigenn by email to [email protected] and to Customer at the email address on the Order Form, provided that notices of breach or termination must also be sent by courier or certified mail to the address on the signature page.

This Agreement, together with the DPA, any Order Forms, and any supplemental terms, is the final, complete, and exclusive agreement of the parties on its subject matter and supersedes all prior discussions. No modification, amendment, or waiver is effective unless in writing and signed by authorized signatories of both parties. This Agreement may be executed in counterparts, and a signed copy delivered electronically has the same legal effect as an original.