‍This Wave2.ai Master Services Agreement (“MSA”) entered into by and between Wave2.ai Inc., a Delaware corporation at PO Box 72, 326 Conshohocken State Rd. Gladwyne, PA 19035-9998  (“Wave2.ai”), and the entity or person (i) executing an order form for the Services that expressly references this MSA (“Order Form”), (ii) accepting an Order Form via private offer on a cloud service provider marketplace or (iii) signing up for and accessing the Services on a free trial basis (“Trial Services”) who, in each case, agrees to be bound by this MSA to the exclusion of all other terms (as applicable, “Customer”) (each of Customer and Wave2.ai, a “Party”, and together, the “Parties”). The MSA consists of the terms and conditions set forth below and incorporates by reference any ancillary documents (e.g., attachments, addenda, exhibits) expressly referenced herein.

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The “Effective Date” of this MSA is (a) the effective date of the first Order Form executed by the Parties, (b) the date Customer first accepts a private offer containing an Order Form or (c) in the case of Trial Services, the date Customer receives its credentials to access the Services accepting this MSA through Wave2.ai’s sign-up, as applicable.

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‍Section 1. Services and Support.
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1.1. Services. “Services” means the Wave2.ai products and services that are made available to Customer by Wave2.ai hereunder. Subject to the terms and conditions of this MSA, Wave2.ai will make the Services available to Customer for the service period of Customer’s subscription specified on the applicable Order Form (“Service Period”). Wave2.ai will provide the Services in accordance with the Service Level Agreement.
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1.2. Support. Wave2.ai will provide commercially reasonable support during the Service Period in accordance with Wave2.ai’s Support Policy.

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‍Section 2. Fees and Payment; Trial Services.
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‍2.1. Payment and Taxes.
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2.1.1. Fees. “Fees” means the fees payable by Customer to Wave2.ai for the applicable Services, as set forth on the Order Form. Customer is responsible for all Fees set forth in the Order Form. Wave2.ai will invoice Customer for such Fees using the billing information set forth therein. If Customer purchases a subscription to the Services using a credit card or similar online payment method, Wave2.ai will bill that payment method for all Fees due, including renewals and add-on purchases, as applicable, unless another payment method is requested in writing by Customer. Customer shall pay all Fees in accordance with the payment terms set forth in the applicable Order Form. Except as expressly set forth in this MSA, all payment obligations are non-cancelable and Fees are non-refundable and not subject to set off. In the event of non-payment of Fees by Customer for thirty (30) days after the due date of an invoice, Wave2.ai reserves the right to (i) immediately suspend Customer’s access to the Services until Customer pays the entire remaining balance of Fees and/or (ii) charge interest on past due amounts at the lesser of one and a half percent (1.5%) or the highest interest rate allowed by law. Wave2.ai will promptly restore Customer’s access to the Services once such non-payment is cured.

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2.1.2. Fee Disputes. If Customer has a bona fide belief that an invoice is incorrect, Customer must contact Wave2.ai within thirty (30) days of the date of the applicable invoice ("Dispute Period"). Upon receipt of such notice, Wave2.ai and Customer will work together in good faith to resolve the dispute and, if such disputed amount(s) are deemed legitimate, Customer agrees to pay such amounts promptly upon resolution of the dispute (and in any event, within 30 days thereafter). If Customer does not notify Wave2.ai of a dispute within the Dispute Period, all invoiced Fees will be deemed legitimate and owing in accordance with this MSA.
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2.1.3. Taxes. Fees do not include taxes, levies, duties or similar governmental assessments of any nature, including, for example, any sales, use, GST, value-added, withholding, or similar taxes, whether domestic or foreign, or assessed by any jurisdiction (“Taxes”). Customer is responsible for paying all Taxes associated with its purchase of the Services, excluding Taxes based on Wave2.ai’s net income or receipts, property or employees.

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2.2. Price Changes; Discounts and Promotions. Prices specified in the Order Form may include discounts or promotional pricing. Wave2.ai may change prices for the Services and/or discontinue or change any promotion, sale, or special offer in its sole discretion; provided that any such changes or discontinuations will only be effective upon the commencement of Customer’s next Service Period and will not impact the Fees payable for the then-current Service Period. Wave2.ai will provide Customer with reasonable notice of any Fee increases prior to the expiration of the then-current Service Period.  

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Section 3. Term and Termination.

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3.1. Term and Renewal.
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3.1.1. MSA. This MSA commences on the Effective Date and will remain in effect until all Order Forms have expired or been terminated in accordance with this Section 3.
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3.1.2. Order Form. The Service Period for each Order Form shall be set forth therein; provided that if the Order Form does not specify a Service Period, the Service Period will be one (1) year. Unless otherwise expressly stated in the applicable Order Form, upon expiration of the Service Period, the Customer’s subscription will automatically renew for successive one- (1) year Service Periods unless Customer provides Wave2.ai with notice of termination at least thirty (30) days prior to the end of the then-current Service Period.

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3.2. Termination for Cause. A Party may terminate this MSA or an Order Form for cause (a) upon written notice to the other Party of a material breach if such breach remains uncured after ten (10) days from the date of the breaching Party’s receipt of such notice; (b) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors that is not dismissed within sixty (60) days of the commencement thereof; or (c) immediately by Wave2.ai if Customer violates Section 4.5 (Prohibited Uses) of this MSA. Non-payment of Fees by Customer for thirty (30) days after the due date of an invoice and any violation of Section 4.5 (Prohibited Uses) will be considered material breaches of this MSA.

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3.3. Effect of Termination and Survival. Termination of this MSA will concurrently terminate all active Order Forms. Upon termination of this MSA and/or an Order Form, (a) Customer will have no further right to use the Services under the terminated or canceled Order Form(s) and Wave2.ai will remove Customer’s access to the same, and (b) unless otherwise specified herein, Customer will not be entitled to a refund of Fees paid; provided that if Customer terminates for Wave2.ai’s uncured material breach in accordance with Section 3.2 (Termination for Cause), Customer shall be entitled to a pro-rata refund of any prepaid, unused Fees paid to Wave2.ai. The following Sections will survive termination: Section 2 (Fees and Payment) for any Fees due and payable at the time of termination, Section 3.3 (Effect of Termination and Survival), Section 4 (Ownership, License, and Use of the Services), Section 5 (Confidentiality), Section 7.3 (Disclaimers), Section 8 (Indemnification), Section 9 (Limitation of Liability), and Section 10 (Miscellaneous). Termination of this MSA will not limit a Party’s liability for obligations accrued as of or prior to such termination or for any breach of this MSA.

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Section 4. Ownership, License, and Use of the Services.

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4.1. Ownership. Each Party will retain all rights, title and interest in any of its patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and proprietary rights (“Intellectual Property Rights”). Wave2.ai will retain all Intellectual Property Rights in and to the Services and all components of, or used to provide, the Services and any other materials developed by Wave2.ai in its performance hereunder that derive from, improve, enhance or modify the Services or other Wave2.ai pre-existing intellectual property (collectively with the corresponding Intellectual Property Rights, “Services Information”). Customer will retain Intellectual Property Rights in all information uploaded to the Services by or on behalf of Customer (other than Feedback as described below), including any outputs or results thereof produced by the Services from such information (excluding any Wave2.ai intellectual property embedded therein) (collectively, “Customer Information”).
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4.2. Feedback. Customer may, under this MSA, provide suggestions, enhancement requests, recommendations about the Services, or other feedback to Wave2.ai (“Feedback”). Customer hereby grants Wave2.ai a fully paid-up, royalty-free, worldwide, transferable, sub-licensable (through multiple layers), assignable, irrevocable and perpetual license to implement, use, modify, commercially exploit, incorporate into the Services, or otherwise use any Feedback; provided that Wave2.ai may not breach its obligations of confidentiality under Section 5 in doing so. Wave2.ai also reserves the right to seek intellectual property protection for any features, functionality or components that may be based on or that were initiated by such Feedback and, as between the Parties, Wave2.ai shall own all right, title and interest in and to such derivatives.
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‍4.3. Licenses. Subject to Customer’s compliance with the terms and conditions of this MSA (including any limitations and restrictions set forth on an applicable Order Form), Wave2.ai hereby grants Customer a non-exclusive, non-transferable, non-sublicensable limited right and license to access and use the Services or Trial Services, as applicable, solely during the applicable Service Period or Trial Service Period for Customer’s internal business purposes. Customer hereby grants Wave2.ai a non-exclusive, non-transferable, non-sublicensable right and license to use Customer Information solely to provide the Services to Customer. Notwithstanding anything to the contrary, Wave2.ai may generate, collect, use, and analyze usage data generated or derived from Customer’s use of the Services (“Usage Data”), including log data and metadata, to develop, improve, promote, support, and operate its products and services; provided that such Usage Data may only be shared with third parties in a manner that is aggregated and/or anonymized and does not identify Customer or any Authorized Users.

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‍4.4. Authorized Users. Customer may designate and provide access to the Services to its authorized employees, agents, or contractors (each an “Authorized User”). Customer is responsible for all use and misuse of the Services by Authorized Users and for adherence to all terms of this MSA by any Authorized Users as though such Authorized Users were parties hereto, and references to Customer herein will be deemed to apply to Authorized Users as necessary and applicable. Customer agrees to promptly notify Wave2.ai of any unauthorized access or use of which Customer becomes aware. Authorized Users are strictly prohibited from sharing their accounts or account passwords and their doing so is a material breach of this MSA by Customer.
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4.5. Prohibited Uses. Customer will not, and will not permit any Authorized Users or third parties to, directly or indirectly: (a) “frame”, distribute, resell, or permit access to the Services by any third party other than as allowed by the features and functionality of the Services; (b) use the Services in violation of applicable laws, rule or regulations; (c) interfere with, disrupt, or gain unauthorized access to the Services; (d) successfully or otherwise, attempt to: decompile, disassemble, reverse engineer, discover the underlying source code or structure of, or copy the Services; (e) provide Wave2.ai any Customer Information or Feedback that is unlawful, defamatory, harassing, discriminatory, or infringing of third party Intellectual Property Rights; (f) transfer to the Services or otherwise use on the Services any code, exploit, or undisclosed feature that is designed to delete, disable, deactivate, interfere with or otherwise harm or provide unauthorized access to the Services; (g) use any robot, spider, data scraping, or extraction tool or similar mechanism with respect to the Services; (h) provide access to the Services to an individual associated with a Wave2.ai Competitor (as defined below); (i) extract information from the Services or otherwise access or use the Services in furtherance of replicating the Services or otherwise competing with Wave2.ai; (j) encumber, sublicense, transfer, rent, lease, time-share or use the Services in any service bureau arrangement or otherwise for the benefit of any third party; (k) copy, distribute, manufacture, adapt, create derivative works of, translate, localize, port or otherwise modify any aspect of the Services; (l) introduce into the Services any software containing a virus, worm, “back door”, Trojan horse or similarly harmful code; (m) remove or otherwise alter any proprietary notices or labels from the Service or any portion thereof; or (n) permit any third party to engage in any of the foregoing proscribed acts (each of (a) through (n), a “Prohibited Use” and, collectively, “Prohibited Uses”). A “Wave2.ai Competitor” is any entity that provides the same or similar goods and services to those provided by Wave2.ai, as would be determined by a reasonable individual. Customer will promptly notify Wave2.ai of any violations of the Prohibited Uses and take all necessary steps to prevent or cease any such use(s). Wave2.ai reserves the right to suspend Customer and/or Authorized User’s access to the Services in the event Wave2.ai reasonably suspects Customer or an Authorized User is in breach of this Section.
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4.6. Artificial Intelligence.
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4.6.1. AI Features. Customer acknowledges that the Services offer features that leverage the use of artificial intelligence, machine learning, or similar technologies provided by Wave2.ai and/or its licensors (“AI Features”). Use of AI Features by Customer is voluntary and Wave2.ai will inform Customer via the Services before an AI Feature is engaged for the first time for Customer’s use. Customer will have the ability to disable AI Features within the Services at the admin level for all Authorized Users by using the functionality of the Services. Wave2.ai will not, and will not permit any third party to, use any Customer Information to train any artificial intelligence or machine learning models; provided that Wave2.ai may use Feedback (e.g., Customer labeling of suggestions from AI Features with a thumbs up or thumbs down) and Usage Data for the purpose of training and improving its AI Features.
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4.6.2. Disclaimer. Wave2.ai makes no covenants, representations or warranties regarding any outputs generated, transmitted or made available in connection with Customer’s or any Authorized User’s use of AI Features (“AI Outputs”), including, without limitation, with respect to the accuracy, quality or truthfulness thereof. AI Outputs should be used at Customer’s own risk. Due to the nature of AI Features generally, Customer acknowledges that it is possible that (a) Customer’s AI Outputs may be similar to outputs generated by other Wave2.ai customers’ use of the Services, (b) the same input may result in different AI Outputs from one use to the next and (c) the AI Outputs may not be accurate, reliable or suitable for Customer’s requirements. Before leveraging any AI Outputs in any manner, Customer and its Authorized Users are responsible for making their own determination that the AI Outputs are suitable, and Customer is solely responsible for any reliance on the accuracy, completeness, or usefulness of any AI Outputs. Neither Customer nor any Authorized User may represent that any AI Outputs were human generated.

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Section 5. Confidentiality. As used herein, “Confidential Information” of a Party ( “Disclosing Party”) means all financial, technical, or business information of the Disclosing Party that the Disclosing Party designates as confidential at the time of disclosure to the other Party (“Receiving Party”) or that the Receiving Party reasonably should understand to be confidential based on the nature of the information or the circumstances surrounding its disclosure. Services Information is Wave2.ai’s Confidential Information and Customer Information is Customer’s Confidential Information under this MSA. The Receiving Party agrees to keep Confidential Information in confidence using the same degree of care that the Receiving Party uses to protect its own Confidential Information (but in no event less than reasonable care). Except as expressly permitted in this MSA, the Receiving Party will not disclose, duplicate, publish, transfer or otherwise make available Confidential Information of the Disclosing Party in any form to any person or entity without the Disclosing Party’s prior written consent; provided the Receiving Party may disclose Confidential Information to its and its Affiliates’ employees and contractors who have a legitimate need to know such information and who are bound by obligations of confidentiality and non-use at least as protective of the Confidential Information as those in this Section 5. The Receiving Party will not use the Disclosing Party’s Confidential Information except to perform its obligations or exercise its rights under this MSA, such obligations including, in the case of Wave2.ai, to provide the Services. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to the extent required by law, provided that the Receiving Party: (a) gives the Disclosing Party prior written notice of such disclosure so as to afford the Disclosing Party a reasonable opportunity to appear, object, and obtain a protective order or other appropriate relief regarding such disclosure (if such notice is not prohibited by applicable law); (b) uses diligent efforts to limit disclosure and to obtain confidential treatment or a protective order; and (c) allows the Disclosing Party to participate in the proceeding to the extent permissible according to applicable law. Further, Confidential Information does not include any information that: (i) is or becomes generally known to the public without the Receiving Party's breach of any obligation owed to the Disclosing Party; (ii) was independently developed by the Receiving Party without the Receiving Party's breach of any obligation owed to the Disclosing Party; or (iii) is received from a third party who obtained such Confidential Information without any third party's breach of any obligation owed to the Disclosing Party. Due to the unique nature of Confidential Information, the Parties agree that the Disclosing Party shall be entitled to seek an injunction or similar equitable relief against any breach or threatened breach of this Section without the necessity of posting any bond or showing irreparable harm.

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‍Section 6. Privacy and Security Practices. Wave2.ai will implement and maintain appropriate administrative, physical and technical safeguards during the Service Period to protect the security, confidentiality and integrity of Customer Information. 

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‍‍Section 7. Representations, Warranties, and Disclaimers.

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7.1. Authority. Each Party represents that it has validly entered into this MSA and has the legal power to do so.
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7.2. Limited Warranty. Wave2.ai warrants that during an applicable Term the Services will perform materially in accordance with any applicable documentation provided to Customer. This warranty shall not extend to non-conformity with the documentation resulting from Customer’s use of the Services in violation of the MSA or not in accordance with such documentation. For any breach of a warranty in this section, Customer’s exclusive remedies are those described in Section 3.2 (Termination for Cause).
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‍7.3. Disclaimers. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION, THE SERVICES, INCLUDING ALL SERVER AND NETWORK COMPONENTS, AI OUTPUTS, SERVICES INFORMATION AND ANY OTHER INFORMATION OR ADVICE OBTAINED BY CUSTOMER THROUGH THE SERVICES, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND Wave2.ai EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE PARTIES ADDITIONALLY AGREE THAT Wave2.ai WILL HAVE NO LIABILITY OR RESPONSIBILITY FOR CUSTOMER’S VARIOUS COMPLIANCE PROGRAMS, AND THAT THE SERVICES, TO THE EXTENT APPLICABLE, ARE ONLY TOOLS FOR ASSISTING CUSTOMER IN MEETING THE VARIOUS COMPLIANCE OBLIGATIONS FOR WHICH IT SOLELY IS RESPONSIBLE.  

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‍Section 8. Indemnification.
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8.1. Indemnification by Wave2.ai. Wave2.ai will indemnify and hold Customer harmless from any Losses (defined below) arising out of an unaffiliated third party’s claim (“Claim”) that the Services infringe or misappropriate such third party’s Intellectual Property Rights. Wave2.ai will, at its sole expense, defend such claim and pay liabilities and expenses awarded to such unaffiliated third party by a court of competent jurisdiction or agreed to in a settlement (collectively, “Losses”) in connection with such Claim. If use of a Service by Customer has become, or, in Wave2.ai’s opinion, is likely to become, the subject of any such Claim, Wave2.ai may, at its option and expense, (i) procure for Customer the right to continue using the Service(s) as set forth hereunder; (ii) replace or modify a Service to make it non-infringing; or (iii) if options (i) or (ii) are not commercially reasonable or practicable as determined by Wave2.ai, terminate this MSA and repay, on a pro-rata basis, any Fees previously paid to Wave2.ai for the corresponding unused portion of the then-current Service Period for related Services. Wave2.ai will have no liability or obligation under this Section with respect to any Claim if such Claim is caused in whole or in part by (a) any use of the Services in non-conformity with the documentation or in violation of this MSA; (b) modification of the Services by anyone other than Wave2.ai; or (c) the combination, operation or use of the Services with other hardware or software where the Services would not otherwise be infringing. The provisions of this Section state the sole, exclusive, and entire liability of Wave2.ai to Customer and constitute Customer’s sole remedy with respect to an infringement claim brought by reason of access to or use of a Service by Customer or Authorized Users.

8.2. Indemnification by Customer. Customer will indemnify and hold Wave2.ai harmless from any Losses arising out of a Claim related to Customer Information. Customer will, at its sole expense, defend Wave2.ai against such Claim and pay any Losses in connection therewith.
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8.3. Indemnification Conditions and Procedures. The obligations of the indemnifying Party in this Section 8 are conditioned upon the indemnified Party (i) promptly notifying the indemnifying Party of the threat or notice of such claim (provided that a failure to provide such notice shall only relieve the indemnifying party of its indemnity obligations if the indemnifying party is materially prejudiced by such failure); (ii) giving the indemnifying Party sole and exclusive control and authority to select defense attorneys, and defend and/or settle any such claim (however, the indemnifying Party may not settle or compromise any claim that results in liability or admission of any liability by the indemnified Party without prior written consent provided that such consent shall not be unreasonably conditioned, withheld or delayed); and (iii) cooperating with the indemnifying Party, at the indemnifying Party’s expense, in connection with the defense and/or settlement in connection therewith.

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‍SECTION 9. LIMITATION OF LIABILITY.
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9.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL EITHER PARTY OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS OR LICENSORS BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA (I.E., DATA LOST IN THE COURSE OF TRANSMISSION VIA CUSTOMER’S SYSTEMS OR OVER THE INTERNET THROUGH NO FAULT OF Wave2.ai), BUSINESS INTERRUPTION, LOSS OF GOODWILL, COSTS OF COVER OR REPLACEMENT, OR FOR ANY TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGES, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.

9.2. NEITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF THIS MSA WILL EXCEED THE AGGREGATE FEES PAID BY CUSTOMER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH CLAIM (“GENERAL CAP”); PROVIDED THAT FOR CLAIMS ARISING FROM A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 5, SECURITY OBLIGATIONS UNDER SECTION 6 OR THE DPA, EACH PARTY’S AGGREGATE LIABILITY WILL NOT EXCEED TWO TIMES (2X) THE GENERAL CAP.
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9.3. NOTWITHSTANDING SECTIONS 9.1 AND 9.2, NOTHING IN THIS MSA WILL LIMIT OR EXCLUDE EITHER PARTY’S LIABILITY FOR (I) GROSS NEGLIGENCE, FRAUD, INTENTIONAL MISCONDUCT, (II) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 8, (III) CUSTOMER’S PAYMENT OBLIGATIONS UNDER SECTION 2, (IV) CUSTOMER’S VIOLATION OF SECTION 4.5 OR (V) ANY OTHER MATTER FOR WHICH LIABILITY CANNOT BE EXCLUDED BY LAW.
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9.4. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE ESSENTIAL PURPOSE OF THIS SECTION 9 IS TO ALLOCATE THE RISKS UNDER THIS MSA BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE FEES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF Wave2.ai WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. Wave2.ai HAS RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE CUSTOMER WITH THE RIGHTS TO ACCESS AND USE THE SERVICES PROVIDED FOR IN THIS MSA.

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‍Section 10. Miscellaneous.
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10.1. Entire Agreement; Order of Precedence. This MSA and any active Order Forms constitute the entire agreement, and supersedes all prior agreements, between Wave2.ai and Customer regarding the subject matter hereof. In the event of any inconsistency or conflict between the terms of the MSA and the terms of any Order Form, the terms of the Order Form control. No terms or conditions stated in a Customer purchase order, vendor onboarding process or web portal, or any other Customer order documentation (excluding Order Forms) shall be incorporated into, or considered an amendment to, this MSA or any Order Form and all such terms or conditions are hereby deemed null and void, notwithstanding any language to the contrary therein, whether signed or issued before or after this MSA.
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10.2. Assignment. Neither Party may, assign this MSA without the prior written consent of the other Party, except that either Party may, without the need for such consent, assign this MSA to any affiliate or in connection with any merger, change of control, or the sale of all or substantially all of such Party’s assets; provided that (1) the other Party is provided notice of such assignment and (2) any such successor agrees to fulfill its obligations pursuant to this MSA. Subject to the foregoing restrictions, this MSA will be fully binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assigns.
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10.3. Severability. If any provision in this MSA is held by a court of competent jurisdiction to be unenforceable, such provision will be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of this MSA will remain in effect.

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10.4. Relationship of the Parties; Third-Party Beneficiaries. The Parties are independent contractors. This MSA does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties. There are no third-party beneficiaries under this MSA, except to the extent expressly stated herein.
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10.5. Governing Law, Jurisdiction, Venue. This MSA will be governed by the laws of the State of Pennsylvania, without reference to conflict of laws principles. The Parties hereby expressly agree to submit to the exclusive personal jurisdiction and venue of such courts for the purpose of resolving any dispute relating to this MSA.

10.6. Amendments. No modification or amendment of this MSA shall be valid unless made in writing and signed by authorized representatives of both Parties.
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10.7 Third Party Products. Customer may enable integrations between the Services and third-party products, applications, and services (collectively, “Third Party Products”). Customer’s use of such Third Party Products will be subject to the privacy policies and terms and conditions of such third party providers. Customer acknowledges and agrees that Wave2.ai makes no representations, warranties or covenants regarding such Third Party Products. Customer hereby waives any claim against Wave2.ai with respect to Customer’s enablement of, access to or use of such Third Party Products in connection with the Services.

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10.8 Third Party Services. If an Order Form contemplates Customer obtaining third party certifications or testing services (e.g., an audit or penetration testing services) (collectively, “Third Party Services”), Customer acknowledges and agrees that such Third Party Services will be performed by an independent third party and not by Wave2.ai. Customer may be required to enter into an engagement letter or separate agreement with such third party in connection with such Third Party Services prior to the provision thereof which shall govern Customer’s receipt of such Third Party Services. Wave2.ai will not be a party to such engagement letter or separate agreement and bears no responsibility for the quality, accuracy, or completeness of the Third Party Services. Customer acknowledges and agrees that Wave2.ai makes no representations, warranties or covenants with respect to such Third Party Services.
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10.9. Force Majeure. Except with respect to Customer’s payment obligations, neither Party will be liable for, or considered in breach or default under this MSA or any Order Form as a result of any cause or condition beyond such Party’s reasonable control.
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10.10. Waiver. Neither Party’s failure to enforce at any time any provision of this MSA constitutes a waiver of that provision or of any other provision of this MSA.

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