Serval Legal

This Serval Master Services Agreement (“MSA”), together with any applicable Order Form (including any applicable renewals) are collectively referred to as the “Agreement,” governs your or the company’s or entity’s on whose behalf you entered this Agreement or that is otherwise identified on the applicable Order Form (“Customer”) use of the Services as made available by Serval, Inc. (“Serval”). Serval and Customer may be referred to herein collectively as the “Parties” or individually as a “Party”.

1. AGREEMENT TO TERMS

This Agreement is effective, and you agree to be bound by this Agreement, the earlier of the date (i) you first click a button titled “Create Account”; or (ii) of the Order Form Date specified on the applicable Order Form incorporating this Agreement (“ Effective Date”). If you are accepting this Agreement on behalf of Customer, you represent and warrant that you have the authority to bind Customer to the terms and conditions of this Agreement.

Order of Precedence. This Agreement consists of this MSA, together with any Order Form, Statement of Work, Data Processing Addendum ("DPA"), and Acceptable Use Policy ("AUP") incorporated herein. In the event of any conflict or inconsistency between these documents, the following order of precedence shall apply: (i) the applicable Order Form (with respect to commercial terms); (ii) the DPA (with respect to the Processing of Customer Personal Data as defined therein); (iii) this MSA; and (iv) the AUP. For the avoidance of doubt, the DPA shall control over this MSA solely with respect to Serval's Processing of Customer Personal Data and, the Order Form shall not modify or supersede the DPA with respect to data protection obligations.

2. DEFINITIONS.

(a) “Aggregated Data” means any data that is derived or aggregated in deidentified form from any (i) Customer Materials or Customer’s and/or its Authorized Users’ use of the Services, including, without limitation, any usage data or trends with respect to the Services.

(b) “Authorized Users” means employees, agents, consultants, contractors, or vendors authorized by Customer to use the Services.

(c) “Customer Materials” means any data, content, information, documents, files, text, records, configurations, methods (i.e., workflows, approval logic, ticket schemas), instructions, prompts, inputs, or other materials provided, uploaded, transmitted, made available, or otherwise submitted by or on behalf of Customer or its Authorized Users to or through the Services, but excluding Serval IP and Feedback.

(d) “Documentation” means the documentation relating to the Services if and as provided by Serval to Customer (including any revised versions thereof), which may be updated from time to time upon written notice to Customer.

(e) “Intellectual Property Rights” means patent rights (including, without limitation, patent applications and disclosures), inventions, copyrights, trade secrets, know-how, data and database rights, mask work rights, and any other intellectual property rights recognized in any country or jurisdiction in the world.

(f) “Order Form” means a mutually executed order form or other mutually agreed upon ordering document which references this Agreement and sets forth the applicable Services to be provided by Serval.

(g) “Serval IP” means the Services, the underlying software provided in conjunction with the Services, algorithms, AI models, AI systems, interfaces, technology, databases, tools, know-how, processes and methods used to provide or deliver the Services, Documentation, Usage Data, and Aggregated Data, all improvements, modifications or enhancements to, or derivative works of, the foregoing, and all Intellectual Property Rights in and to any of the foregoing, excluding Customer Materials and any Output.

(h) “Services” means Serval’s enterprise service management platform as more particularly described or identified in the applicable Order Form.

(i) “Usage Data” means any data or information regarding Customer's and/or its Authorized Users' use of the Services, including usage statistics, feature interaction data, performance metrics, and other trends derived from such use.

3. ACCESS AND USE.

(a) Services. Subject to the terms and conditions of this Agreement, Serval hereby grants Customer a limited, non-exclusive, non-transferable (except in compliance with Section 11(b)) right to use (and permit Authorized Users to use) the Services and any Output created as defined below in accordance with the Documentation and the terms of this Agreement solely for Customer’s internal business purposes. Serval may, but has no obligation to, modify, enhance or otherwise change the Services.

(b) Use Restrictions. Customer will not and will not permit any person or entity (including, without limitation, Authorized Users) to, directly or indirectly:
(i) copy, modify or create any derivative work of any portion of the Services or the Documentation;
(ii) reverse engineer, decompile, decode, or disassemble or otherwise attempt to derive or gain improper access to any software component of the Services, in whole or in part;
(iii) frame, mirror, sell, resell, market, sublicense, publish, distribute, reproduce, assign, transfer, rent, lease or loan any portion of the Services to any other person or entity, or otherwise allow any person or entity to use the Services for any purpose other than for the benefit of Customer in accordance with this Agreement;
(iv) use the Services or Documentation in any manner or for any purpose that knowingly infringes, misappropriates, or otherwise violates any Intellectual Property Rights or other right of any person or entity, or that violates any applicable law;
(v) interfere with, or disrupt the integrity or performance of, the Services, or any data or content contained therein or transmitted thereby, through use of the Services in violation of this Agreement or in a manner that is negligent, reckless, abusive, or materially inconsistent with the Documentation;
(vi) access or search the Services (or download any data or content contained therein or transmitted thereby) through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers or any other similar data mining tools) other than software or Services features provided by Serval for use expressly for such purposes;
(vii) use the Services or any Output to develop a competing products or services, or conduct competitive benchmarking, model extraction, or comparative analysis for the purpose of developing competing products or services;
(viii) utilize the Services (including any AI models or derivatives thereof), Documentation, Input or Output to train, improve or have trained or improved an AI model (e.g., engage in “model scraping” or “model distillation”);
(ix) probe, test, or exploit vulnerabilities in the Services; or
(x) use the Services or any Output in a manner that violates Serval's AI Usage Policy located at serval.com/legal/aup, which may be updated from time to time, including to reflect changes in underlying third-party provider requirements, as applicable to the Services and, provided that Serval shall use commercially reasonable efforts to provide Customer with a reasonable advance notice of any material changes to Serval's AI Usage Policy that materially and adversely affect Customer’s permitted use of the Services, and the parties shall cooperate in good faith to address the impact of such changes.

Notwithstanding anything to the contrary in this Agreement, during the Term, Customer’s use of the Services shall not be subject to usage-based limits, quotas, rate limits, or additional fees, including with respect to number of users, teams, API usage, or AI usage, except as expressly set forth in the applicable Order Form or SOW.

(c) Authorized Users. Customer may permit Authorized Users to use the Services in accordance with the Documentation and the terms of this Agreement, provided that Customer is responsible for all acts or omissions by its Authorized Users in connection with their use of the Services and their compliance with the terms and conditions of this Agreement, including, without limitation, with Customer’s obligations and the restrictions set forth in Section 3(b). Customer will, and will require all Authorized Users to, use all reasonable means to secure usernames and passwords, hardware and software used to access the Services in accordance with customary security protocols, and will promptly notify Serval if Customer knows or reasonably suspects that any username and/or password has been compromised. Serval will not be liable for any loss or damage from Customer's or its Authorized Users’ failure to comply with this Agreement. Customer shall make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized Users' use of the Service.

(d) Ownership of Serval IP. Subject to the limited rights expressly granted hereunder, Serval reserves and, as between the Parties will solely own, the Serval IP and all rights, title and interest in and to the Serval IP. No rights are granted to Customer hereunder (whether by implication, estoppel, exhaustion or otherwise) other than as expressly set forth herein.

(e) Input and Output. The content on the Services is provided for informational and internal use only and may be generated through Serval’s or its third-party licensors’ algorithms or artificial intelligence tools used in connection with providing the Services. The Services may generate responses (“Output”) in response to Customer Materials (defined in this Agreement). Any Customer Materials uploaded to influence the behavior or Output of the Services shall constitute “Input”. For clarity, Input constitutes Customer Materials. Notwithstanding anything to the contrary in this Agreement, Serval shall not retain or use Customer Materials, Input, or Output for the purpose of training, fine-tuning, or improving any artificial intelligence or machine learning models, whether owned by Serval or any third party.

(f) Customer Materials. As between the Parties, Customer retains all rights, title, and interest in and to Customer Materials and Output. Customer grants Serval a non-exclusive, worldwide, royalty-free right and license to Input, Customer Materials necessary to (a) provide, maintain, support, and secure the Services; (b) create and compile Aggregated Data and User Data; (c) exercise Serval’s rights and perform Serval’s obligations under this Agreement; (d) enforce Serval’s AI Usage Policy; and (e) comply with applicable law. Customer represents and warrants that it has all rights and permissions necessary to provide the Customer Materials to Serval and to grant the foregoing rights. Customer is solely responsible for the accuracy, completeness, and legality of Customer Materials. Customer acknowledges that Serval is not responsible for verifying the accuracy, completeness, or legality of any Customer Materials. Notwithstanding anything to the contrary in this Agreement, Serval may compile Aggregated Data and User Data and use Aggregated Data and Usage Data for its business purposes.

(g) Feedback. From time to time Customer or its employees, contractors, representatives may provide Serval with suggestions, comments, feedback or the like with regard to the Services (collectively, “Feedback”). Customer hereby grants Serval a perpetual, irrevocable, royalty-free and fully-paid-up license to use and exploit all Feedback in connection with Serval’s business purposes, including, without limitation, the testing, development, maintenance, training, and improvement of the Services. For clarity, Feedback is not considered Confidential Information (as defined below).

(h) Third-Party Services. Certain features and functionalities within the Services may allow Customer and its Authorized Users to interface or interact with, access and/or may integrate with and depend upon third-party services, products, technology and content (collectively, “Third-Party Services”). Serval does not provide any aspect of the Third-Party Services and has no liability arising from or related to Third-Party Services, including any compatibility issues, errors or bugs in the Services or Third-Party Services caused in whole or in part by the Third-Party Services or any update or upgrade thereto.

(i) Suspension. Serval may suspend Customer’s access to any or all of the Services if: (a) Customer has an outstanding, undisputed balance for more than sixty (60) days; (b) Serval knows or reasonably suspects Customer, including its Authorized Users, is in breach of this Agreement; or (c) Serval knows or reasonably suspects Customer, including its Authorized Users, is using the Services in a manner that risks posing a material harm to any of Serval’s other customers or the security, availability, or integrity of a Service. Serval will use commercially reasonable efforts to notify Customer before any suspension when practicable. The foregoing suspension right is without prejudice to any other rights or remedies Serval may have under this Agreement.

4. FEES.

(a) In payment for Customer’s access to the Services during the Term, Customer shall pay Serval the non-refundable fees, except as expressly provided under section 8(d) or as required by applicable law, set forth on the applicable Order Form (the “Fees”). Except as otherwise provided in the applicable Order Form, Serval will issue annual invoices to Customer during the Term, and Customer will pay all amounts set forth on any such invoice no later than thirty (30) days after the date of such invoice. Customer is responsible for all sales, use, ad valorem and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, multinational or local governmental regulatory authority on any amount payable by Customer to Serval hereunder, other than any taxes imposed on Serval’s income.

5. CONFIDENTIAL INFORMATION.

(a) Confidentiality.

“Confidential Information” means any information that one Party (the “Disclosing Party”) provides to the other Party (the “Receiving Party”) in connection with this Agreement, whether orally or in writing, that is designated as confidential or that reasonably should be considered to be confidential given the nature of the information and/or the circumstances of disclosure. For clarity, the Services and the Documentation will be deemed Confidential Information of Serval, and Customer Materials will be deemed Confidential Information of Customer. The Receiving Party will maintain the Disclosing Party’s Confidential Information in strict confidence, and will not use or disclose any Confidential Information of the Disclosing Party except as necessary to perform its obligations or exercise its rights under this Agreement provided that Serval may use and modify Confidential Information of Customer in deidentified form for purposes of developing and deriving Aggregated Data and Usage Data. The Receiving Party may disclose Confidential Information of the Disclosing Party only: (i) to those of its employees, contractors, agents and advisors who have a bona fide need to know such Confidential Information to perform under this Agreement and who are bound by written agreements with use and nondisclosure restrictions at least as protective of the Confidential Information as those set forth in this Agreement, or (ii) as such disclosure may be required by the order or requirement of a court, administrative agency or other governmental body, subject to the Receiving Party (to the extent permitted by law) providing to the Disclosing Party reasonable written notice to allow the Disclosing Party to seek a protective order or otherwise contest to the disclosure and further provided that the Receiving Party shall limit such disclosure to only that portion of the Confidential Information which is required to be disclosed. The terms and conditions of this Agreement will constitute Confidential Information of each Party but may be disclosed on a confidential basis to a Party’s advisors, attorneys, actual or bona fide potential acquirers, investors or other sources of funding (and their respective advisors and attorneys) for due diligence purposes under written agreements with use and nondisclosure restrictions at least as protective of the Confidential Information as those set forth in this Agreement.

(b) Exclusions.

Confidential Information will not include any information that: (i) is or becomes generally known to the public through no fault or breach of this Agreement by the Receiving Party; (ii) is rightfully known by the Receiving Party at the time of disclosure without an obligation of confidentiality; (iii) is independently developed by the Receiving Party without access to or use of any Confidential Information of the Disclosing Party that can be evidenced in writing; or (iv) is rightfully obtained by the Receiving Party from a third-party without restriction on use or disclosure.

6. DATA SECURITY; AUDIT.

(a) DPA. Each party shall comply with the Data Processing Addendum at serval.com/legal/dpa, the terms of which are incorporated herein by reference.

7. REPRESENTATIONS AND WARRANTIES; DISCLAIMER.

(a) Mutual Representations.

Each Party represents and warrants to the other Party that: (i) it has full power and authority to enter into this Agreement; and (ii) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary actions and do not violate its organizational documents.

(b) Each party represents and warrants that it will comply with applicable laws.

(c) Disclaimers.
(i) General Disclaimer. EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, THE SERVICES, OUTPUTS AND OTHER SERVAL IP ARE PROVIDED ON AN “AS IS” BASIS, AND SERVAL MAKES NO WARRANTIES OR REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, TO CUSTOMER OR TO ANY OTHER PARTY REGARDING THE SERVAL IP, OR ANY OTHER SERVICES OR MATERIALS PROVIDED HEREUNDER. SERVAL DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
(ii) Artificial Intelligence Disclaimer. DUE TO THE NATURE OF MACHINE LEARNING, OUTPUT MAY NOT BE UNIQUE AND THE SERVICES MAY GENERATE THE SAME OR SIMILAR OUTPUT FOR CUSTOMER OR A THIRD PARTY. GIVEN THE PROBABILISTIC NATURE OF MACHINE LEARNING, THE SERVICES MAY IN SOME SITUATIONS PRODUCE OUTPUT THAT IS INACCURATE, INCORRECT, OFFENSIVE OR OTHERWISE UNDESIRABLE, OR IT MAY HALLUCINATE. THE ACCURACY, QUALITY AND COMPLIANCE WITH APPLICABLE LAW OF THE OUTPUT MAY BE DEPENDENT UPON AND COMMENSURATE WITH THAT OF THE INPUT PROVIDED AND CUSTOMER’S COMPLIANCE WITH THIS AGREEMENT, AND NOTWITHSTANDING ANYTHING ELSE SET OUT HEREIN, SERVAL DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY OUTPUT. CUSTOMER IS RESPONSIBLE FOR REVIEWING AND VALIDATING OUTPUT BEFORE RELYING ON IT. NOTWITHSTANDING THE FOREGOING, NOTHING HEREIN SHALL LIMIT SERVAL’S LIABILITY FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

8. TERM AND TERMINATION.

(a) Term. This Agreement shall commence on the Effective Date and will remain in effect for the period as specified on the applicable Order Form (the “Initial Term”). Unless either Party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term, this Agreement will automatically renew for successive one (1) year periods (each, a "Renewal Term"). The Initial Term and any Renewal Terms are collectively referred to as the "Term." Serval will provide Customer with written notice of any Fee changes at least forty-five (45) days prior to the start of a Renewal Term.

(b) Termination for Breach. Either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach.

(c) Effects of Termination. Upon expiration or termination of this Agreement:
(i) The rights granted pursuant to Section 3(a) will immediately terminate;
(ii) Customer shall have a period of thirty (30) days following the effective date of expiration or termination to retrieve its Customer Materials from the Services (the "Data Retrieval Period"). During the Data Retrieval Period, Serval shall provide reasonable assistance and make such data available in a commonly used, machine-readable format;
(iii) Following the Data Retrieval Period, Serval will delete all Customer Materials;
(iv) Each Party will return or destroy all Confidential Information of the other Party in its possession or control , including permanent removal of such Confidential Information (consistent with customary industry practice for data destruction) from any storage devices or other hosting environments that are in the Receiving Party’s possession or under the Receiving Party’s control, and, upon request, certify in writing that such Confidential Information has been returned, destroyed or, in the case of electronic communications, deleted.

(d) Refunds. In the event Customer terminates this Agreement due to Serval's uncured material breach, Serval will refund to Customer, on a pro rata basis, any prepaid, unused Fees attributable to the period following the effective date of termination. In the event Serval terminates this Agreement due to Customer's breach, Customer will not be entitled to any refund. Except as expressly set forth in this Section 8(d), no expiration or termination will affect Customer's obligation to pay all Fees that have accrued through the effective date of expiration or termination, or entitle Customer to any refund.

(e) Additional Terms. Additional termination rights or conditions, if any, may be set forth in the applicable Order Form or SOW.

(f) Survival. This Section 8(f) and Sections 1, 2, 3(b), 3(d), 3(f), 3(g), 4, 5, 6, 8(c), 8(d), 8(f), 9, 10, 11, 12, 13, 14, 16 and 17 survive any termination or expiration of this Agreement.

9. LIMITATION OF LIABILITY.

(a) Limitation of Liability. EXCEPT FOR FRAUD OR WILLFUL MISCONDUCT BY EITHER PARTY, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF INCOME, DATA (EXCLUDING CASES WHERE SECURITY INCIDENT(S) HAS OCCURRED), PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR THE COST OF COVER OR SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER OR NOT A PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

(b) Total Liability. EXCEPT FOR (I) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10, (II) A PARTY’S BREACH OF SECTION 5 (CONFIDENTIAL INFORMATION) (BUT EXCLUDING CLAIMS RELATING TO CUSTOMER MATERIALS), OR (III) CUSTOMER’S BREACH OF SECTION 3(B), IN NO EVENT WILL EITHER PARTY’S TOTAL CUMULATIVE LIABILITY TO THE OTHER PARTY ARISING FROM ALL CLAIMS UNDER OR RELATED TO THIS AGREEMENT EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO SERVAL IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE APPLICABLE CLAIM MADE UNDER OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY ON WHICH THE CLAIM OR LIABILITY IS BASED, AND WHETHER OR NOT A PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

10. INDEMNIFICATION.

(a) Indemnification by Serval. Subject to Section 10(b), Serval will defend Customer against any claim, suit or proceeding brought by a third-party (“Claims”) alleging that Customer’s use of the Services (for clarity, not including as related to use of OpenAI or Output) infringes or misappropriates such third party’s Intellectual Property Rights, and will indemnify and hold harmless Customer against any damages and costs awarded against Customer or agreed in settlement by Serval (including reasonable attorneys’ fees) resulting from such Claim. If the Service becomes, or in Serval’s reasonable opinion is likely to become, the subject of an infringement claim, Serval may, at its sole option and expense: (i) obtain the right for Customer to continue using the Service; (ii) replace or modify the Service to make it non-infringing without materially reducing its functionality; or (iii) if neither (i) nor (ii) is commercially reasonable, terminate the affected Order Form and refund to Customer a prorated portion of prepaid, unused Fees for the remainder of the Term. This Section 10(a) constitutes Customer’s sole and exclusive remedy and Serval’s entire liability with respect to the Claims described in this Section 10(a).

(b) Exclusions. Serval’s obligations under Section 10(a) will not apply if the underlying Claim arises from or as a result of: (i) Customer’s breach of this Agreement, gross negligence, willful misconduct or fraud if such actions were the reason for or directly contributed to the infringement; (ii) any Customer Materials; (iii) Customer’s failure to use any enhancements, modifications, or updates to the Services that have been provided by Serval or Customer’s continued use of a prior version of the Services that has been superseded by a non-infringing version subsequently released by Serval; (iv) modifications to the Services by anyone other than Serval unless expressly approved by Serval in writing; or (v) combinations of the Services with software, data or materials not provided or approved in writing by Serval if such combination was the reason for or contributed to the infringement.

(c) Indemnification by Customer. Customer will defend Serval against any Claims alleging that Serval’s use of the Customer Materials infringes or misappropriates a third-party’s Intellectual Property Rights or arising from Customer’s breach of Section 3(b), and will indemnify and hold harmless Serval against any damages and costs awarded against Serval or agreed in settlement by Customer (including reasonable attorneys’ fees) resulting from such Claim.

(d) Indemnification Procedure. The Parties agree that (i) any Party seeking an indemnity from the other will provide the other Party with prompt written notice of any claim upon awareness of such claim, reasonable cooperation in the defense of or investigation of the claim, and allow the indemnifying Party sole control of defense and settlement of the claim, provided that the Party seeking indemnity may participate in its own defense at its sole expense; (ii) the indemnifying Party will not enter any settlement or compromise of any claim without prior written consent of the other Party, which will not be unreasonably withheld, except that the indemnifying Party may without consent enter any settlement of a claim that resolves the claim without liability to, or impairment of the rights of, the other Party; and (iii) either Party will not disclose terms of any settlement unless required to do so by a judicial, regulatory or other government order, and will not publicize, or permit any third party to publicize, any settlement without the other Party's express written consent.

11. GENERAL.

(a) Entire Agreement. This Agreement, including its exhibits, is the complete and exclusive agreement between the Parties with respect to its subject matter and supersedes any and all prior or contemporaneous agreements, communications and understandings, both written and oral, with respect to its subject matter. This Agreement may be amended or modified only by a written document executed by duly authorized representatives of the parties.

(b) Assignment. Neither Party may assign or transfer this Agreement, by operation of law or otherwise, without the other Party’s prior written consent. Any attempt to assign or transfer this Agreement without such consent will be void. Notwithstanding the foregoing, either party may assign or transfer this Agreement to a third party that succeeds to all or substantially all of such party’s business and assets relating to the subject matter of this Agreement, whether by sale, merger, operation of law or otherwise. Subject to the foregoing, this Agreement is binding upon and will inure to the benefit of each of the Parties and their respective successors and permitted assigns.

(c) Notices. All notices required to be sent hereunder will be in writing (email being sufficient) and will be deemed to have been given when mailed by United States Postal Service Priority Express Mail, with delivery confirmation, postage prepaid, or sent by email, and if sent by email, on the date the email was sent without a bounce-back message if sent during normal business hours of the receiving party, and on the next business day if sent after normal business hours of the receiving party. Notice addresses for each party are set forth in the applicable Order Form.

(d) Relationship of the Parties. Nothing in this Agreement will be construed to create a partnership, joint venture or agency relationship between the Parties. Neither Party will have the power to bind the other or to incur obligations on the other’s behalf without such other Party’s prior written consent.

(e) Waiver. Either Party’s failure to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. No waiver of any provision of this Agreement will be effective unless it is in writing and signed by the Party granting the waiver.

(f) Severability. If any provision of this Agreement is held invalid, illegal or unenforceable, that provision will be enforced to the maximum extent permitted by law, given the fundamental intentions of the Parties, and the remaining provisions of this Agreement will remain in full force and effect.

(g) Export Regulation. Customer will comply with all applicable export, sanctions and foreign corruption laws and regulations of the United States (“Trade Laws”) to ensure that the Services are not: (i) exported or re-exported directly or indirectly in violation of Trade Laws; or (ii) used for any purposes prohibited by the Trade Laws.

(h) Governing Law; Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the State of California without giving effect to any principles of conflict of laws that would lead to the application of the laws of another jurisdiction. The Parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in State of California in each case located in the City and County of San Francisco and the Parties irrevocably consent to the personal jurisdiction and venue therein.

(i) U.S. Government End Users. The Services were developed solely at private expense and are “commercial products”, “commercial items”, or “commercial computer software” as defined in the Federal Acquisition Regulation 2.101 and other relevant government procurement regulations including agency supplements. Any use, duplication, or disclosure of the Services by or on behalf of the U.S. government is subject to restrictions as set forth in this Agreement as consistent with federal law and regulations. If these terms fail to meet the U.S. Government’s needs or are inconsistent in any respect with federal law, Customer will immediately discontinue its use of the Services.

12. PUBLICITY.

Either Party may, with the other Party’s prior written consent (which will not be unreasonably withheld), use or refer to the other Party’s name, trademarks, service marks, or logos in any marketing materials, business development activities, press releases or other publicity-related matter for the purpose of marketing, publicizing or promoting a Party’s business. However, Serval may include Customer and its trademarks in Serval’s customer lists and promotional materials but will cease further use at Customer’s written request.

13. FORCE MAJEURE.

Neither party will be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) where such failure or delay results from circumstances beyond the reasonable control of that party, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, epidemics, or failures of third-party internet, cloud, telecommunications or power supply providers. The affected party will promptly notify the other party and use reasonable efforts to mitigate the effect of the force majeure event.

14. EQUITABLE RELIEF.

Each Party agrees that a breach or threatened breach by such Party of any of its obligations under Section 6 or, in the case of Customer, Section 3(b), would cause the other Party irreparable harm and significant damages for which there may be no adequate remedy under law and that, in the event of such breach or threatened breach, the other Party will have the right to seek immediate equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.

15. SUBCONTRACTING.

Serval may use subcontractors, and other third-party providers (“Subcontractors”) in connection with the performance of its own obligations hereunder as it deems appropriate; provided that Serval remains responsible for the performance of each such Subcontractor. Notwithstanding anything to the contrary in this Agreement, with respect to any third-party vendors including any hosting (e.g. AWS) or payment vendors (e.g. PayPal), Serval will use commercially reasonable efforts to guard against any damages or issues arising in connection with such vendors, but will not be liable for the acts or omissions of such third-party vendors except to the extent that it has been finally adjudicated that such damages or issues are caused directly from the gross negligence or willful misconduct of Serval.

16. NO THIRD-PARTY BENEFICIARIES.

No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any person other than the Parties and their respective successors and assigns.

17. COUNTERPARTS.

This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.

Signature Page on Following Page

The undersigned hereby acknowledge and agree to the foregoing: