MASTER TERMS OF SERVICE AGREEMENT

This Master Software License Agreement (“Agreement” or “MSLA”) is between Charlie Ai., a Washington company (“IT”), and licensee (“Client”) identified in a given PO, Sales Agreement, etc. (“Sales Agreement”), made effective as of the date of final signature by Parties (“Effective Date”) .

RECITALS

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WHAT IS NON-PERSONAL INFORMATION AND HOW IS IT COLLECTED AND USED?

WHEREAS, IT is in the business of providing technology Services (defined below) to its various Clients; and

WHEREAS, Client is seeking to capitalize on intellectual property and technology managed by IT; and

WHEREAS, the Parties desire to enter into a licensing contract for the use of IT’s Products and Services by Client, as described herein; and

NOW, THEREFORE, in consideration of the mutual agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Ordering.  Client may under this Agreement order (a) licenses to the IT software product known as Charlie Ai CRM Solutions (in object code format) (“Software”), (b) related maintenance and support services (“Maintenance and Support”) and/or (c) related professional services (“Professional Services”. All orders will be consummated through either (i) the submission by IT of either a quote or proposal and subsequent confirmation of the order through an IT invoice or (ii) mutual execution of an order form (each, a “Sales Agreement”).

License Grant and Restrictions.

1. License. Solely during the license term set forth in the Purchase Agreement, IT hereby grants to Client a limited, revocable, non-exclusive, personal, and non-transferable license to use (i) a single instance of the Software for CRM management and Customer Acquisition, or any other allowable use outlined in a given Sales Agreement, in each such case for Client’s own internal business purposes and subject to the terms of this Agreement. Updates and Upgrades (defined in the Support Terms defined in Section 10 below) that are provided as part of Maintenance and Support are deemed part of the Software for purposes of this Agreement.
2. Number of Users. IT licenses the Software for use by Client’s employees and contractors (each a “User”) under one of the following two models: (a) a Named Creator User license, and (b) a Floating Creator User license. The Purchase Agreement specifies the particular license model under which Client is obtaining the Software and the number of such licenses acquired.
3. Under a “Named Creator User” license Client must specify the particular User by name. Named Creator Users have full access rights to the Software (unless configured otherwise by Client’s designated administrative User (“Admin User”)). The Admin User may change the particular person to which a Named Creator User license applies at any time through the configuration features of the Software. The number of Named Creator User licenses acquired will be set forth on the Purchase Agreement.
4. Client acknowledges that the Software does or in the future may include functionality that limits Client from exceeding the total number of permitted Users and that permits IT to monitor and track the number of Users accessing the Software under each licensing model to ensure compliance with this Agreement.
5. Installed or Hosted. As set forth on the Purchase Agreement, the Software will either be installed on Client’s servers (“Installed Solution”) or hosted by IT’s hosting provider and made available through a password-protected URL (“Hosted Solution”).  Client is solely responsible for any and all use of passwords provided by IT.
6. Restrictions:  Client and its Users shall not undertake the following activities without the express written consent of IT (except to the extent that Client is permitted to do so under applicable law in circumstances where such applicable law does not permit IT to prevent Client from doing so):  (a) reverse engineer or otherwise attempt to discover the source code of or trade secrets embodied in the Software; (b) distribute, lend, rent, sell, transfer or grant sublicenses to, or otherwise make available the Software (or any portion thereof) to third parties; (c) embed or incorporate in any manner Software (or any element thereof) into other applications of Client or third parties; (d) create modifications to or derivative works of Software; (e) reproduce Software except that Client may make one archival copies of the Installed Solution solely for backup purposes; (f) in any way access, use, or copy any portion of the Software code (including the logic and/or architecture thereof and any trade secrets included therein) to directly or indirectly develop, promote, distribute, sell or support any product or service that is competitive with Software or (g) remove, obscure or alter any copyright notices or any name, logo, tagline or other designation of IT displayed on any display screen within Software (“IT Marks”). The Software is a “commercial item,” as that term is defined at 48 C.F.R. 2.101 (OCT 1995), and more specifically is “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212 (SEPT 1995).  Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (JUNE 1995), the Software is provided to U.S. Government End Users (i) only as a commercial end item and (ii) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.
7. Publicity Rights. Client hereby agrees that IT may list Client as a customer who uses the Software on the IT website and in other materials promoting the Software. IT will remove Client’s name from any such list within thirty (30) days of receipt of Client’s reasonable written request to do so, or upon notification that Client has discontinued Client’s use of the Software.
8. Professional Services. If indicated in the Purchase Agreement, IT will perform Professional Services, pursuant to the terms in the Master Service Agreement(“MSA”) ( (charlieai.io, app.systems-by-ai.com). The particulars of each Professional Services engagement will be as set forth in IT’s standard documents provided to Client and/or one or more statements of work (each an “SOW”) entered into by the parties. Client will provide all assistance reasonably requested by IT in connection with the Professional Services. IT will retain all right, title and interest in and to all deliverables (including any and all intellectual property rights therein) provided under each SOW (“Deliverables”) except to the extent that they contain any information that Client can document is its proprietary and confidential information. Client’s rights to the Deliverables shall be the same as Client rights to the Software to which such Deliverables pertain.
9. Proprietary Rights. IT will retain all right, title and interest in and to the Software, all Documentation (defined in Section 7.2), all Updates and Upgrades thereto, the Deliverables, and all IT Marks, including any and all other intellectual property and other proprietary rights to the foregoing. Client will not directly or indirectly obtain or attempt to obtain at any time, any right, title, or interest by registration or otherwise in or to the IT Marks.

Representations and Warranties.

1. Mutual. Each Party represents and warrants to the other that on the date hereof it:  (a) has all necessary corporate power and authority to enter into and deliver this Agreement and to perform its obligations hereunder; (b) all action on the part of each party necessary for the authorization, entering into and delivery of this Agreement and the performance of all obligations of that party hereunder have been taken or will be taken prior to the signing of this Agreement; and (c) each party will comply with all applicable laws in connection with its performance of obligations and exercise of rights under this Agreement.
2. Limited Performance Warranty.  IT represents and warrants that for a period of ninety (90) days after the Software is first made available to Client (the “Software Warranty Period”) the Software, when used as permitted under this Agreement and in accordance with the instructions in IT’s published user documentation (“Documentation”), will perform in all material respects as described in the Documentation. In the event of any breach of the foregoing warranty during the Software Warranty Period, IT shall, as its sole liability and Client’s sole remedy, diligently remedy any deficiencies that cause the Software to not conform to the foregoing warranty. If IT determines that it is unable to remedy the deficiency, IT will refund to Client the fees actually paid by Client to IT for the defective Software for the period that Software was unusable for the stated purpose outlined in the specifications in the Agreement and any applicable IT document provided with such service, and, in such instance, Client’s right to use that particular Software will terminate. IT will not be liable to the extent that any breach of the foregoing warranties is caused by (a) third-party components (including in combination with the Software) not provided by IT or any open-source components or freeware included within the Software; (b) modifications to the Software not provided by IT; or (c) unauthorized use of the Software (collectively, “Exclusions”).  IT does not warrant that use of the Software will be error-free or uninterrupted.
3. Disclaimer On Accuracy And Completeness Of Information. While the IT uses reasonable efforts to provide accurate and up-to-date information, some of the information provided is gathered by third parties and has not been independently verified by the IT. Client agrees that all use of these services is at Client’s own risk and that the IT will not be held liable for any errors or omissions contained in the information provided or in the performance of Services. Although the information found on this system has been produced and processed from sources believed to be reliable, no warranty, express or implied, is made regarding accuracy, adequacy, completeness, legality, reliability, or usefulness of any information. This disclaimer applies to both isolated and aggregate uses of information. IT provides this information on an “as is” basis and expressly disclaims any and all warranties, express and implied, including, but not limited to, any warranties of accuracy, reliability, title, merchantability, fitness for a particular purpose, freedom from contamination by computer viruses and non-infringement of proprietary rights, or any other warranty, condition, guarantee or representation, whether oral, in writing or in electronic form, including, but not limited to, the accuracy and completeness of any information. IT does not represent or warrant that access to the service will be uninterrupted or that there will be no failures, errors or omissions or loss of transmitted information. IT assumes no liability or responsibility for the quality, content, accuracy, or completeness of the information, text, graphics, links, and any other items contained on this Service or any other system or Service. The materials contained on this Service have been compiled from a variety of sources and are subject to change without notice.
   

Not with standing any other language to the contrary herein, it is agreed and understood that the use, title, interest, rights, and warranty associated with any products procured through IT or otherwise implemented and/or configured by IT in its performance of the Services and provision of Deliverables are governed by the applicable manufacturer end-user license agreement, software license agreement, manufacturer’s subscription agreement, manufacturer’s warranty documentation, and/or manufacturer’s maintenance/support agreement (collectively, “MANUFACTURER LICENSE AND SUPPORT AGREEMENTS”) that accompany such products.

DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH ABOVE, THE SOFTWARE, PROFESSIONAL SERVICES, DELIVERABLES, AND HOSTING SERVICES ARE PROVIDED “AS IS” AND IT HEREBY DISCLAIMS ALL WARRANTIES, IMPLIED OR EXPRESS, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS, NON-INFRINGEMENT, TITLE, ACCURACY, AND COURSE OF DEALING.  ADDITIONALLY, CLIENT ACKNOWLEDGES THAT THE SOFTWARE CONTAINS CERTAIN FREEWARE AND OPEN-SOURCE COMPONENTS WHICH ARE GENERALLY AVAILABLE AND IT ASSUMES NO RESPONSIBILITY OR LIABILITY OF ANY KIND WITH RESPECT TO SUCH COMPONENTS.

1. Indemnification. IT will defend or settle, at its own expense, any claim or suit by a third party against Client alleging that the Software infringes any U.S. trademark, copyright, or trade secret. IT will also pay all damages and costs that by final judgment may be assessed against Client due to such infringement. IT’s obligation as set forth in the foregoing paragraph is expressly conditioned upon the following: (1) that IT shall be notified promptly in writing by Client of any claim or suit; (2) that IT shall have sole control of the defense or settlement of any claim or suit; (3) that Client shall cooperate with IT in a reasonable way to facilitate the settlement or defense of any claim or suit; and (4) that the claim or suit does not arise from any combinations of Licensed Software with non-IT programming or devices. IT’s indemnification obligations shall not apply to the extent that any claim or liability results from any Exclusion. This Section 7 states Licenso r’s entire liability and Client’s sole and exclusive remedy for infringement claims and actions.
2. Client shall defend, indemnify, and hold harmless Consultant from contract or other liability, claims, damages, and related expenses including attorneys’ fees, to the extent that such liability, claims, damages, and related expenses are incurred by reason of the Client’s bad faith, fraud, misfeasance, intentional misconduct, negligence, or reckless disregard of Clients responsibilities.
3. The Indemnifying Party’s obligations under this Agreement are contingent upon the Indemnifying Party receiving: (a) reasonably prompt written notice of the claim (provided that the failure of the Indemnified Party to provide notice shall only relieve the Indemnifying Party from its indemnification obligations to the extent that such late notice materially prejudiced the Indemnifying Party’s defense of the claim); (b) all reasonably necessary assistance, information and authority to defend the claim (using legal counsel reasonably acceptable to the Indemnified Party) and perform its obligations under the provisions of this section at the Indemnifying Party’s cost and expense; and (c) sole control of the defense and settlement of such claim and all associated negotiations. The Indemnifying Party agrees not to settle any claim for which it is indemnifying the Indemnified Party in a manner that would impose additional obligations on the Indemnified Party without first consulting the Indemnified Party and obtaining its consent thereto (which shall not be unreasonably withheld or delayed)
4. Limitation on Liability.  EXCEPT FOR LIABILITY UNDER SECTION 8 ABOVE, NONE OF THE PARTIES WILL BE LIABLE FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, MULTIPLE, CONSEQUENTIAL OR INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL OR BUSINESS PROFITS, LOSS OF REVENUE, WORK STOPPAGE, DATA LOSS, OR COMPUTER FAILURE OR MALFUNCTION, WHETHER SUCH DAMAGES ARE ALLEGED IN TORT, CONTRACT, OR OTHERWISE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
5. Limitation on Direct Damages. In no event shall either IT’s total aggregate liability under this Agreement or otherwise relating to the Services to be provided by IT to Client pursuant to this Agreement exceed the aggregate fees paid by Client to IT during the preceding 6 months for which liability arose during the Agreement. Multiple claims will not expand this limitation.
6. Maintenance and Support Services. Upon payment by Client to IT of maintenance and support services fees for each Software licensed hereunder as such fees are set forth on the Purchase Agreement, IT will begin providing Maintenance and Support in accordance with the terms and conditions set forth in the applicable Maintenance and Support Services Agreement made available upon request, which such terms are incorporated herein by reference (the “Support Terms”).

Confidentiality.

1. General. Each party acknowledges that it may have access to certain confidential information of the other party concerning the other party’s business, plans, customers, technology, products, and services (“Confidential Information”). Confidential Information will include, but not be limited to, each party’s proprietary software, technology and trade secrets and customer information, to the extent identified as confidential or proprietary, and the terms and conditions of this Agreement. Each party agrees that it will not use in any way, for its own account or the account of any third party, nor disclose to any third party (except as required by law or to the disclosing party’s attorneys, accountants and other advisors as reasonably necessary and subject to the confidentiality provisions hereof), any of the other party’s Confidential Information, whether received prior to or following the Effective Date, and will take reasonable precautions to protect the confidentiality of Confidential Information.
2. Exclusion. Information will not be deemed Confidential Information hereunder if such information: (i) is rightfully known to the receiving party prior to receipt from the disclosing party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (ii) becomes known (independently of disclosure by the disclosing party) to the receiving party directly or indirectly from a source other than one having an obligation of confidentiality of the disclosing party; (iii) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the receiving party; or (iv) is independently developed by the receiving party.