Terms of Service

Last modified: January 2, 2020

1. DEFINITIONS. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with Cusp Intelligence or Customer, as applicable. "Control", for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity. “Agreement” means this Master Subscription Services Agreement and any Order Form(s) (as defined below). “Content” means information, data models, platforms, process information, reports, custom analyses, optimization services, and other content created by and made available to Customer through or as part of the Cusp Intelligence proprietary Services, or pursuant to an Order Form, as more fully described in the Order Form. “Customer” means the customer named above together with its Affiliates if the applicable Affiliate has signed an Order Form. “Customer Data” means the electronic data submitted by Customer to the Services, excluding Content and any Non-Cusp Intelligence Application(s). “Non-Cusp Intelligence Application” means a web-based, mobile, online or offline, or other software application functionality, or other third-party vendor solution, that is provided by Customer or a third party and interoperates with the Services (including but not limited to any data warehouse solutions). “Order Form” means an ordering document that expressly references this Agreement and is signed by both parties hereto pursuant to this Agreement. “Service(s)” means any of the products and services (including any Cusp Intelligence proprietary algorithms, dashboards, data models, data structures, weights, reports, and/or intelligence) that are provided to Customer under an Order Form and/or made available by Cusp Intelligence (including online via any Cusp Intelligence online portal), including associated Cusp Intelligence offline or mobile components, as described in the Order Form. “Services” include data structures and related work product, including written reports and analyses of your data as it relates to process optimization, product development and process intelligence or any other services or deliverables set forth under the Exhibit A. “Services” exclude Non-Cusp Intelligence Applications. “User” means an individual who is authorized by Customer to use a Service or those users expressly stated under the applicable Order Form who are authorized by Cusp Intelligence if Cusp Intelligence has supplied a user identification and password (for Services utilizing authentication). Users may include, for example, employees, consultants, contractors and agents of Customer, and third parties with which Customer transacts business.
 
2. CUSP INTELLIGENCE RESPONSIBILITIES. 2.1. Provision of Services. Cusp Intelligence will (a) make the Services and Content available to Customer pursuant to this Agreement and the applicable Order Forms, except for any unavailability caused by circumstances beyond Cusp Intelligence’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem, internet service provider failure or delay, any Non-Cusp Intelligence Application failure, or denial of service attack, and (b) provide the Services in accordance with laws and government regulations applicable to Cusp Intelligence’s provision of its Services to its customers generally (i.e., without regard for Customer’s particular use of the Services), and subject to Customer’s use of the Services in accordance with this Agreement, and the applicable Order Form. 2.2. Cusp Intelligence Personnel. Cusp Intelligence will be responsible for the performance of its personnel (including its employees and contractors) and their compliance with Cusp Intelligence’s obligations under this Agreement, except as otherwise specified in this Agreement.

3. USE OF SERVICES AND CONTENT 3.1. Subscriptions. Unless otherwise provided in the applicable Order Form, (a) Services and access to Content are purchased as subscriptions, and (b) are subject to the subscription term and other details set forth under the applicable Order Form. 3.2. Customer Responsibilities. Customer will (a) be responsible for its and its Users’ compliance with this Agreement, and Order Forms, (b) be responsible for the accuracy, quality and legality of any Customer Data and the means by which Customer acquired Customer Data, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services and Content, and notify Cusp Intelligence promptly of any such unauthorized access or use, (d) use Services and Content only in accordance with this Agreement, and any Order Forms and applicable laws and government regulations, and (e) comply with terms of service of any Non-Cusp Intelligence Applications with which Customer uses Services or Content.   3.3. Usage Restrictions. Customer will not (a) make any Services or Content available to, or use any Service or Content for the benefit of, anyone other than Customer or Users, unless expressly stated otherwise in an Order Form, (b) sell, resell, license, sublicense, distribute, make available, rent or lease any Service or Content, (c) use a Service or Non-Cusp Intelligence Application to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use a Service or Non-Cusp Intelligence Application to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Service or Content or its related systems or networks, (g) permit direct or indirect access to or use of any Services or Content in a way that circumvents a contractual usage limit, or use any Services to access or use any of Cusp Intelligence intellectual property except as permitted under this Agreement, or an Order Form, (h) copy a Service or any part, feature, function or user interface thereof, (i) copy Content except as permitted herein or in an Order Form, (j) frame or mirror any part of any Service or Content, other than framing on Customer's own intranets or otherwise for its own internal business purposes or as permitted in the applicable Order Form, (k) access any Services or Content in order to build a competitive product or service or to benchmark with a non-Cusp Intelligence product or service, or (l) reverse engineer any Services (to the extent such restriction is permitted by law). Customer’s or a User’s violation of the foregoing, or any use of the Services in breach of this Agreement, or Order Forms, by Customer or Users that in Cusp Intelligence’s judgment imminently threatens the security, integrity or availability of Cusp Intelligence’s services, may result in Cusp Intelligence’s immediate suspension of the Services. Cusp Intelligence will use commercially reasonable efforts under the circumstances to provide Customer with an opportunity to remedy such violation or threat prior to any such suspension. Cusp Intelligence will not (a) introduce Malicious Code into Customer’s servers or Non-Cusp Intelligence Applications, or (b) attempt to gain access to any Customer data that is not intended to be within the scope of this Agreement or an Order Form. 3.4. Removal of Content and Non-Cusp Intelligence Applications. If Cusp Intelligence is required by any third party rights holder to remove Content, or receives information that Content provided to Customer may violate applicable law or third-party rights, Cusp Intelligence may discontinue Customer’s access to such Content through the Services, and/or may notify Customer that it must discontinue all use of such Content, and to the extent not prohibited by law Customer will do so and promptly remove such Content from its systems. If Cusp Intelligence receives information that a Non-Cusp Intelligence Application used with a Service by Customer may violate any Cusp Intelligence’s policy or applicable law or third-party rights, Cusp Intelligence may so notify Customer and in such event Customer will promptly disable such Non-Cusp Intelligence Application or modify the Non-Cusp Intelligence Application to resolve the potential violation. If Customer does not take required action in accordance with the above, Cusp Intelligence may disable the applicable Content, Service and/or Non- Cusp Intelligence Application until the potential violation is resolved. If requested by Cusp Intelligence, Customer shall confirm such deletion and discontinuance of use in writing and Cusp Intelligence shall be authorized to provide a copy of such confirmation to any such third party claimant or governmental authority, as applicable.

4. NON-CUSP INTELLIGENCE APPLICATIONS & OTHER THIRD-PARTY PROVIDERS. 4.1 Acquisition of Non-Cusp Intelligence Products and Services. Cusp Intelligence or third parties may make available third-party products or services, including, for example, Non- Cusp Intelligence Applications, data integrators, data warehouses, and implementation and other services. Any acquisition by Customer of such products or services, and any exchange of data between Customer and any non- Cusp Intelligence provider, product or service is solely between Customer and the applicable non- Cusp Intelligence provider. Cusp Intelligence does not warrant or support Non- Cusp Intelligence Applications or other non- Cusp Intelligence products or services. Customer will be solely responsible for and liable to any such non- Cusp Intelligence products or services, notwithstanding any inter-operation with the Services. 4.2 Non-Cusp Intelligence Applications and Customer Data. Customer grants Cusp Intelligence permission to allow the Non- Cusp Intelligence Application and its provider to access Customer Data as required for the interoperation of that Non- Cusp Intelligence Application with the Services. Cusp Intelligence is not responsible for any disclosure, modification or deletion of Customer Data resulting from access by such Non- Cusp Intelligence Application or its provider. For the avoidance of doubt, nothing in this Section 4 is intended to relieve Cusp Intelligence from responsibility for the provision of its own Services. 4.3 Integration with Non-Cusp Intelligence Applications. The Services may contain features designed to interoperate with Non- Cusp Intelligence Applications. To use such features, Customer may be required to obtain access to such Non- Cusp Intelligence Applications from their providers, and may be required to grant Cusp Intelligence access to Customer’s account(s) on such Non- Cusp Intelligence Applications. Cusp Intelligence cannot guarantee the continued availability of such Service features, and may cease providing them without entitling Customer to any refund, credit, or other compensation, if for example and without limitation, the provider of a non-Cusp Intelligence Application ceases to make the Non- Cusp Intelligence Application available for interoperation with the corresponding Service features in a manner acceptable to Cusp Intelligence.

5. FEES AND PAYMENT.  5.1. Fees. Customer will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form, (i) fees are typically collected monthly (unless stated otherwise in the Order Form), and (ii) payment obligations are non-cancelable and fees paid are non-refundable. 5.2. Invoicing and Payment. Unless otherwise stated in the Order Form, fees will be invoiced in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, fees are due net 30 days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to Cusp Intelligence and notifying Cusp Intelligence of any changes to such information. 5.3 Overdue Charges. If any invoiced amount is not received by Cusp Intelligence by the due date, then without limiting Cusp Intelligence’s rights or remedies, those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower. 5.4 Suspension of Service. If any charge owing by Customer is 30 days or more overdue, Cusp Intelligence may, without limiting its other rights and remedies, suspend Services and Content until such amounts are paid in full, provided that, other than for any Customer paying by credit card or direct debit and whose payment has been declined, Cusp Intelligence has given Customer at least 10 days’ prior notice that its account is overdue. In the event of a declined payment, Cusp Intelligence shall promptly notify Customer. 5.5. Payment Disputes. Cusp Intelligence will not exercise its rights under the “Overdue Charges” or “Suspension of Service” section above if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute. 5.6. Taxes. Cusp Intelligence's fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If Cusp Intelligence has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, Cusp Intelligence will invoice Customer and Customer will pay that amount unless Customer provides Cusp Intelligence with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Cusp Intelligence is solely responsible for taxes assessable against it based on its income, property and employees. 5.7. 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 Cusp Intelligence regarding future functionality or features.

6. PROPRIETARY RIGHTS AND LICENSES. 6.1. Reservation of Rights; Copyright Ownership and Other Intellectual Property Matters. Subject to the limited rights expressly granted hereunder, Cusp Intelligence, and (if applicable) its licensors and (if applicable) Content providers reserve all of their right, title and interest in and to the Services and Content, including all of their related intellectual property rights including copyright protections and restrictions. Unless otherwise set forth herein, Cusp Intelligence is the owner of all its work product or other data derived from the Services hereunder (including any metadata derived from any Customer Data hereunder). For the avoidance of doubt and by way of example only, Cusp Intelligence is permitted to use anonymized algorithms, parameters, models, trends, analyses, and training sets developed using the Customer Data; however, Customer shall retain all rights in any raw data it provides or shares with Cusp Intelligence. Customer may only use work product provided hereunder, including the data model, data structures and optimization reports, as part of the Services and Content solely for the purposes set forth under the applicable Order Form. No rights are granted to Customer hereunder other than as expressly set forth herein. 6.2. Third party services. Customer retains all rights and obligations to any Non- Cusp Intelligence Applications or other 3rd party services entered on the Customer’s behalf, with the Customer as the primary account holder, as part of the scope of work. Customer will retain all rights to any data, reports, visualizations or other work delivered to Customer on any Non- Cusp Intelligence Applications or third-party systems for which Customer is the primary account holder. Cusp Intelligence retains ownership of any work provided to customer on Cusp Intelligence’s platform, or on any third party services for which Cusp Intelligence is the primary account holder. 6.3. Access to and Use of Content. Customer has the right to access and use applicable Content subject to the terms of applicable Order Forms, and this Agreement. 6.4. License by Customer to Host Customer Data and Applications. Customer grants Cusp Intelligence, its Affiliates and applicable contractors a worldwide, limited-term license to host, copy, transmit, create derivations of, and display Customer Data for use by Customer with the Services, to the extent necessary for Cusp Intelligence to provide the Services in accordance with this Agreement or as necessary for Cusp Intelligence to secure its intellectual property rights set forth in Section 6.1 above. 6.5. License by Customer to Use Feedback. Customer grants to Cusp Intelligence and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Users relating to the operation of Cusp Intelligence’s or its Affiliates’ Services or Content or for any market insight which Cusp Intelligence may benefit from.

7. CONFIDENTIALITY. 7.1. Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving 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. Subject to the terms herein, Confidential Information of Cusp Intelligence includes the Services and Content; and Confidential Information of each party includes the terms and conditions of this Agreement and all Order Forms (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without 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 breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. 7.2. Protection of Confidential Information. The Receiving Party will 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) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this “Confidentiality” section. 7.3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. 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. 7.4. References. Cusp Intelligence may reference Customer as a customer of Cusp Intelligence for marketing purposes and may include Customer’s name and logo on Cusp Intelligence’s customer lists and summarize generally the nature of any work being performed hereunder, subject to Customer’s prior written consent.

8. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS 8.1. Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so. 8.2. Cusp Intelligence Warranties. Cusp Intelligence warrants that during an applicable subscription term the Services will perform materially in accordance with the applicable Order Form specifications, and subject to Section 4 above, Cusp Intelligence will not materially decrease the overall functionality of the Services. Cusp Intelligence shall provide all of the Services under this Agreement in compliance with all applicable law, and in a professional, workmanlike manner. For any breach of a warranty above, Customer’s exclusive remedies are those described in the “Termination” sections below. 8.3. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, CUSP INTELLIGENCE MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND CUSP INTELLIGENCE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CONTENT AND SERVICES ARE PROVIDED “AS IS,” AND AS AVAILABLE EXCLUSIVE OF ANY WARRANTY WHATSOEVER. CUSP INTELLIGENCE DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.

9. INDEMNIFICATION. 9.1. Indemnification by Customer. Customer will defend Cusp Intelligence against any claim, demand, suit or proceeding made or brought against Cusp Intelligence by a third party alleging that any Customer Data infringes or misappropriates such third party’s intellectual property rights, or arising from Customer’s use of the Services or Content in breach of the Agreement, Order Form, or applicable law (each a “Claim Against Cusp Intelligence”), and will indemnify Cusp Intelligence from any damages, attorney fees and costs finally awarded against Cusp Intelligence as a result of, or for any amounts paid by Cusp Intelligence under a settlement approved by Customer in writing of, a Claim Against Cusp Intelligence, provided Cusp Intelligence (a) promptly gives Customer written notice of the Claim Against Cusp Intelligence, (b) gives Customer sole control of the defense and settlement of the Claim Against Cusp Intelligence (except that Customer may not settle any Claim Against Cusp Intelligence unless it unconditionally releases Cusp Intelligence of all liability), and (c) gives Customer all reasonable assistance, at Customer’s expense. 9.2. Indemnification by Cusp Intelligence. Cusp Intelligence will defend Customer against any claim, demand, suit or proceeding made or brought against Customer by a third party alleging that the Services infringe any valid United States patent, copyright or trade secret of a third party (each a “Claim Against Customer”), and will indemnify Customer from any damages, attorney fees and costs finally awarded against Customer as a result of, or for any amounts paid by Customer under a settlement approved by Cusp Intelligence in writing of, a Claim Against Customer, provided Customer (a) promptly gives Cusp Intelligence written notice of the Claim Against Customer, (b) gives Cusp Intelligence sole control of the defense and settlement of the Claim Against Customer (except that Cusp Intelligence may not settle any Claim Against Customer unless it unconditionally releases Customer of all liability), and (c) gives Cusp Intelligence all reasonable assistance, at Cusp Intelligence’s expense. In the event that a final injunction is obtained against Customer’s use of the Services, or if Cusp Intelligence reasonably believes that Customer’s use of the Services could be so enjoined, or if in Cusp Intelligence’s opinion any of the Services are likely to become the subject of a successful claim of such infringement, Cusp Intelligence shall, at its option and expense, (i) procure for Customer the right to continue using the Services as provided in this Agreement, (ii) replace or modify the Services so that they become non-infringing (so long as the functionality of the Services is essentially unchanged) or, in the event neither of the previous two options are commercially feasible for Cusp Intelligence (iii) terminate the applicable Order Form and the rights granted thereunder and refund to Customer the amount paid to Cusp Intelligence for the Services less an amount for depreciation determined on a straight-line five-year depreciation basis. Notwithstanding the foregoing, Cusp Intelligence shall not have any liability to Customer under this Section 9 to the extent that any infringement or claim thereof is based upon (i) the combination, operation or use of the Services in combination with equipment or software not supplied by Cusp Intelligence hereunder where the Services would not itself be infringing, (ii) compliance with designs, specifications or instructions provided by Customer or any third parties working at the direction of Customer, (iii) use of the Services in an application or environment for which it was not designed or not contemplated under this Agreement, or (iv) modifications of the services by anyone other than Cusp Intelligence where the unmodified version of the Services would not be infringing.

10. LIMITATION OF LIABILITY. 10.1. Limitation of Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF CUSP INTELLIGENCE TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. The limitation in this paragraph will not apply in the event (i) Cusp intelligence intentionally acts to harm Customer or a third party; or (ii) third party claims against Customer that arise out of an intentional Cusp intelligence violation of applicable law. 10.2. Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF THE PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH PARTY OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS IN ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

11. TERM AND TERMINATION 11.1. Term of Agreement. This Agreement commences on the Effective Date and continues until all subscriptions hereunder have expired or have been terminated under the applicable Order Form(s). 11.2. Term of Subscriptions. The term of each subscription shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least thirty (30) days before the end of the relevant subscription term. The pricing during any renewal term may increase above the applicable pricing in the prior term, but Cusp Intelligence will endeavor to provide Customer notice of different pricing at least 30 days prior to the applicable renewal term. 11.3. Termination. Either party may terminate at any time without cause by providing not less than thirty (30) days’ notice. 11.4. Refund or Payment upon Termination. In no event will termination relieve Customer of its obligation to pay any fees payable to Cusp Intelligence for the period prior to the effective date of termination. 11.5. Surviving Provisions. The sections titled “Fees and Payment,” “Proprietary Rights and Licenses,” “Confidentiality,” “Disclaimers,” “Indemnification,” “Limitation of Liability,” “Non- Cusp Intelligence Applications & Other Third-Party Providers,” “Surviving Provisions” and “General Provisions” will survive any termination or expiration of this Agreement.

12. GENERAL PROVISIONS. 12.1 Export Compliance. The Services, Content, other Cusp Intelligence technology, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Cusp Intelligence and Customer each represents that it is not named on any U.S. government denied-party list. Customer will not permit any User to access or use any Service or Content in a U.S.-embargoed country or region or in violation of any U.S. export law or regulation. 12.2. Entire Agreement and Order of Precedence. This Agreement is the entire agreement between Cusp Intelligence and Customer regarding Customer’s use of Services and Content and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. The parties agree that any term or condition stated in a Customer purchase order or in any other Customer order documentation (excluding Order Forms in connection herewith) is void. In the event of any conflict or inconsistency between any Order Form and this Master Subscription Services Agreement, the terms of this Master Subscription Services Agreement shall prevail. 12.3. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. 12.4. Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement. 12.5. Notices. Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, (c) the second business day after sending by confirmed facsimile, or (d), except for notices of termination or an indemnifiable claim (“Legal Notices”), the day of sending by email. Notices to Cusp Intelligence will be addressed to the attention of Jay Milan or as updated by Cusp Intelligence via written notice to Customer. Billing-related notices to Customer will be addressed to the relevant billing contact designated by Customer, and Legal Notices to Customer will be addressed to Customer and be clearly identifiable as Legal Notices. All other notices to Customer will be addressed to the relevant Services system administrator designated by Customer. 12.6. Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. 12.7. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect. 12.8. Assignment. Cusp Intelligence may assign this Agreement, and any rights or obligations hereunder, without the consent of Customer. Customer may not assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without Cusp Intelligence’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including all Order Forms), without the other party’s consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns. 12.9. Governing Law. This Agreement, and any disputes arising out of or related hereto, will be governed exclusively by the internal laws of the State of Massachusetts, without regard to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods. 12.10. Venue. The state and federal courts located in City of Boston, Massachusetts will have exclusive jurisdiction over any dispute relating to this Agreement, and each party consents to the exclusive jurisdiction of those courts. 12.11. Counterparts. This Agreement may be executed electronically, by facsimile and in counterparts.

13. CONTACT. 13.1. Contact Us. Please contact us at jay@cuspintel.com with any questions regarding this Agreement.