MASTER SUBSCRIPTION AGREEMENT
Last Modified: August 11, 2026
This Master Subscription Agreement (this “Agreement”) is entered into between MobileMonkey, Inc. d/b/a Customers.ai (“Customers.ai,” “we,” “us,” or “our”), owner and operator of the website www.customers.ai and the associated applications, software, data services, and related services (collectively, the “Platform”), and the individual or entity identified on an Order Form or otherwise accessing or using the Platform (“Customer,” “you,” or “your”). By clicking “I agree,” executing an Order Form that references this Agreement, subscribing to the Platform, or accessing or using the Platform, you agree to be bound by this Agreement. If you are entering into this Agreement on behalf of an organization, you represent that you have the authority to bind that organization, and “Customer” refers to that organization. Customers.ai and Customer are each a “party” and together the “parties.”
PLEASE READ CAREFULLY: THIS AGREEMENT PROVIDES THAT CUSTOMER — NOT CUSTOMERS.AI — DETERMINES HOW TO USE THE DATA MADE AVAILABLE THROUGH THE PLATFORM AND IS RESPONSIBLE FOR ITS OWN COMPLIANCE WITH APPLICABLE COMMUNICATION, MARKETING, AND PRIVACY LAWS (SECTION 3). IT ALSO CONTAINS A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER (SECTION 15).
We may change, modify, add, or remove portions of this Agreement or our Privacy Policy (each, an “Update”) at any time and in our sole discretion upon notice to you, and such Updates will be effective immediately. If we make Updates to this Agreement, we will change the “Last Modified” date above, which shall constitute notice to you. Your continued use of the Services is deemed to confirm your acceptance of the Update. We encourage you to frequently review this Agreement and our Privacy Policy to ensure you understand the latest terms and conditions associated with the use of the Services. If you do not agree to the Update, you must discontinue using the Services.
1. DEFINITIONS
“Applicable Laws” means all laws, rules, and regulations applicable to a party’s performance or use under this Agreement, including those governing communications, marketing, consumer protection, privacy, data protection, and data security, in any applicable jurisdiction.
“Customer Data” means data, content, and materials submitted to the Platform by or on behalf of Customer, including first-party customer records, order data, and website event data collected from Customer’s own digital properties.
“Documentation” means Customers.ai’s then-current user guides and technical documentation for the Platform made generally available by Customers.ai.
“DPA” means the data processing addendum entered into between the parties (or, if none is separately executed, Customers.ai’s standard data processing addendum available at the URL identified on the Order Form), which is incorporated into this Agreement to the extent the Platform is used to process Personal Data.
“Identity Resolution Services” means Platform features that match, link, resolve, enrich, or append identifiers or attributes to records at Customer’s direction, including associating website visitors or Customer Data records with contact or profile information.
“Order Form” means an ordering document or online purchase flow specifying the Subscription purchased by Customer that references this Agreement.
“Outputs” means content, predictions, scores, enrichments, or other results generated by the Platform (including AI Features, defined in Section 6) in response to Customer Data or Customer’s use of the Platform.
“Personal Data” means information relating to an identified or identifiable natural person that is protected under Applicable Laws governing privacy or data protection.
“Platform Data” means data, records, identifiers, contact information, or insights concerning consumers or prospects that are generated, compiled, resolved, enriched, or otherwise made available to Customer through the Platform, including through Identity Resolution Services.
“Subscription” means the licensed, time-limited right to access and use the Platform purchased by Customer.
2. THE PLATFORM; ACCESS AND USE
2.1 Subscription License. Subject to this Agreement and timely payment of all applicable fees, Customers.ai grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Platform during the Subscription term for Customer’s internal business purposes in accordance with the Documentation. All rights not expressly granted are reserved by Customers.ai and its licensors.
2.2 Accounts; Authorized Users. Customer must provide accurate, current, and complete registration information and keep it updated. Users must be at least 18 years old. Customer may permit its employees and contractors to use the Platform on its behalf (“Authorized Users”) and is responsible for their compliance with this Agreement, for maintaining the confidentiality of credentials, and for all activities under its accounts. Customer will promptly notify Customers.ai of any unauthorized use or security breach of which it becomes aware.
2.3 Use Restrictions. Customer will not, and will not permit any third party to: (a) reverse engineer, decompile, disassemble, or attempt to derive the source code, models, or underlying technology of the Platform, except to the extent this restriction is prohibited by Applicable Laws; (b) copy, modify, rent, sell, resell, sublicense, distribute, or create derivative works of the Platform; (c) access the Platform to build a competitive product or to benchmark for a competitor; (d) circumvent usage limits or security controls, probe or scan the Platform, or interfere with its integrity or performance; (e) use the Platform to transmit malware or unlawful, infringing, deceptive, defamatory, obscene, or harassing material; or (f) use the Platform in violation of Applicable Laws.
2.4 Modifications; Availability. Customers.ai may make commercially reasonable updates and modifications to the Platform from time to time, provided that Customers.ai will not materially degrade the core functionality of the Platform purchased under an executed Order Form during the then-current Subscription term. Customers.ai will use commercially reasonable efforts to make the Platform available in accordance with its published support and availability commitments, if any, identified on the Order Form.
2.5 Suspension. Customers.ai may suspend Customer’s access to the Platform (or affected features) if Customers.ai reasonably determines that (a) Customer’s use materially breaches Section 2.3, 3, 4.4, or 6.3 or poses a security risk to the Platform or any third party; (b) suspension is required by Applicable Laws or legal process; or (c) undisputed fees are more than fifteen (15) days overdue following notice. Customers.ai will, where practicable, provide advance notice of any suspension, will limit the suspension to the affected use or features where reasonably possible, and will promptly restore access once the cause of the suspension is resolved.
3. DATA ROLES; RESPONSIBILITY FOR USE OF DATA
3.1 Technology Provider. Customers.ai is a technology and data services provider. The Platform, including the Identity Resolution Services, is a tool that generates and delivers Platform Data and Outputs at Customer’s direction. Customers.ai does not direct, control, or initiate Customer’s marketing, outreach, or other use of Platform Data or Outputs, and is not a party to any communication between Customer and any consumer. Nothing in this Agreement or in any Customers.ai documentation, sales, or support communication constitutes legal advice, and Customer is solely responsible for obtaining its own legal advice regarding its use of the Platform.
3.2 Customer Responsibility for Use. AS BETWEEN THE PARTIES, CUSTOMER IS SOLELY RESPONSIBLE FOR ITS USE OF THE PLATFORM, PLATFORM DATA, AND OUTPUTS, INCLUDING THE DECISION WHETHER, WHEN, AND HOW TO CONTACT ANY PERSON, AND FOR DETERMINING THAT EACH SUCH USE COMPLIES WITH APPLICABLE LAWS AND WITH ANY CONTRACTUAL OBLIGATIONS BINDING ON CUSTOMER.
3.3 Communications Compliance. Without limiting Section 3.2, Customer is solely responsible for, and will comply with, all Applicable Laws governing any communications made by or for Customer using the Platform, Platform Data.
3.4 Customer Notices and Consents. Customer will maintain a legally compliant, prominently posted privacy policy on each digital property on which it deploys Platform technologies, and will provide all notices and obtain all consents and permissions required under Applicable Laws for (a) the collection of Customer Data (including through cookies, pixels, or similar technologies) and its processing as described in this Agreement, and (b) Customer’s intended uses of Platform Data and Outputs. Where required by Applicable Laws, Customer will disclose its use of identity resolution and visitor identification technologies and will provide consumers with a mechanism to opt out and honor such opt-outs.
4. CUSTOMER DATA AND PLATFORM DATA
4.1 Ownership. As between the parties, Customer owns Customer Data and, subject to this Agreement and payment of all applicable fees, the Platform Data and Outputs generated for Customer’s account. Customers.ai and its licensors retain all rights in the Underlying Technology (Section 7).
4.2 License to Customers.ai. Customer grants Customers.ai a non-exclusive, worldwide, royalty-free license to host, store, process, transmit, display, and modify Customer Data solely as necessary to (a) provide, secure, and support the Platform for Customer; (b) prevent or address service, security, or technical issues; and (c) comply with Applicable Laws or as expressly permitted in writing by Customer.
4.3 Aggregated and De-Identified Data; Model Improvement. Customers.ai may create, use, and retain data derived from Customer’s use of the Platform that has been aggregated or de-identified such that it does not identify Customer or any individual, for analytics, benchmarking, and improving the Platform and its models, and such rights survive termination. Customers.ai will not use Customer Data in identifiable form to train machine-learning models made available to other customers, and will not sell Customer Data.
4.4 Restrictions on Platform Data. Customer will not: (a) sell, resell, sublicense, publish, or otherwise make Platform Data available to third parties, other than to Customer’s service providers acting on Customer’s behalf and bound by obligations at least as protective as this Agreement; (b) attempt to re-identify de-identified data or reverse engineer any code, model, or software used to generate Platform Data; (c) use Platform Data for any purpose prohibited by Applicable Laws; or (d) use Platform Data as a factor in establishing an individual’s eligibility for credit, insurance, employment, housing, or other purposes regulated by the Fair Credit Reporting Act (the Platform is not a consumer reporting agency and Platform Data may not be used as a consumer report).
4.5 Customer Data Warranties. Customer represents and warrants that it owns or has all rights, consents, and permissions necessary to submit Customer Data to the Platform and to authorize its processing as described in this Agreement, and that its collection and submission of Customer Data complies with Applicable Laws and does not violate any third-party right or agreement binding on Customer.
4.6 Data Export; Deletion. During the Subscription term and for thirty (30) days after termination or expiration, Customers.ai will make Customer Data and Platform Data stored in the Platform available for export by Customer in a commonly used electronic format. After such period, Customers.ai will delete such data in the ordinary course of business, except for backup or archival copies retained per its standard policies or as required by Applicable Laws, which remain subject to Section 10 (Confidentiality) until deleted.
5. DATA PROTECTION AND SECURITY
5.1 Compliance; DPA. Each party will comply with Applicable Laws governing privacy and data protection applicable to it in its role in the performance of this Agreement. To the extent Customers.ai processes Personal Data on Customer’s behalf, the DPA applies and is incorporated into this Agreement. In the event of a conflict between this Agreement and the DPA with respect to the processing of Personal Data, the DPA controls.
5.2 Security Program. Customers.ai will maintain a written information security program with administrative, physical, and technical safeguards that are commercially reasonable and appropriate to the nature of the data processed, designed to protect Customer Data against unauthorized access, disclosure, alteration, or destruction, and aligned to recognized industry frameworks. Upon Customer’s reasonable written request (no more than once annually), Customers.ai will make available a summary of its security program or its then-current third-party audit or certification documentation, subject to Section 10.
5.3 Security Incidents. Customers.ai will notify Customer without undue delay after becoming aware of a confirmed breach of security leading to the accidental or unlawful destruction, loss, alteration, or unauthorized disclosure of or access to Customer Data in Customers.ai’s possession or control, and will provide information reasonably available to Customers.ai to assist Customer in meeting its own notification obligations, and will take commercially reasonable steps to remediate the cause of the breach.
5.4 Subprocessors. Customer authorizes Customers.ai to use subcontractors and subprocessors to provide the Platform, provided Customers.ai remains responsible for their performance and imposes on them obligations materially as protective as those in this Section 5 with respect to Customer Data.
6. AI FEATURES AND OUTPUTS
6.1 Nature of AI Features. Certain Platform features use machine learning, identity resolution, or generative artificial intelligence (“AI Features”). AI Features are probabilistic in nature: Outputs may be inaccurate, incomplete, outdated, or similar to outputs generated for other customers, and should not be relied upon as a sole source of truth or as legal, financial, medical, or other professional advice.
6.2 Responsibility for Outputs; Ownership. Customer is responsible for evaluating each Output for accuracy and fitness before using or relying on it, including before using any Output to contact any person. Subject to this Agreement, and as between the parties, Customer owns Outputs generated for its account; however, Customers.ai does not warrant that Outputs are unique to Customer and retains all rights in the Underlying Technology used to produce them.
6.3 AI Acceptable Use. Customer will not use AI Features to generate content that is unlawful, deceptive, or infringing; to make automated decisions producing legal or similarly significant effects on individuals without required human review and legal safeguards; or in violation of Section 2.3 or Section 3.
7. INTELLECTUAL PROPERTY; FEEDBACK
7.1 Customers.ai IP. Customers.ai and its licensors retain all right, title, and interest in and to the Platform, the Documentation, and all software, models, algorithms, techniques, methods, processes, know-how, and other technology used to provide the Platform or generate Platform Data and Outputs, including all modifications, enhancements, and derivatives (collectively, “Underlying Technology”). No ownership rights are transferred to Customer. Where Underlying Technology is embedded in any Platform Data or Output, Customers.ai grants Customer a limited, non-transferable license to use it solely as part of that Platform Data or Output as permitted by this Agreement.
7.2 Feedback. If Customer voluntarily provides suggestions, ideas, or other feedback regarding the Platform, Customers.ai may use such feedback to improve its products and services without restriction or compensation, provided that Customers.ai will not identify Customer as the source of the feedback without Customer’s consent.
8. FEES, PAYMENT, AND RENEWAL
8.1 Fees and Payment. Customer will pay all fees specified in the applicable Order Form or on the Platform. Except as otherwise stated in an Order Form, fees are due upon receipt of the invoice date (or charged to the payment method on file for self-service Subscriptions), are payable in U.S. dollars, and are non-refundable except as expressly provided in this Agreement. Fees are exclusive of taxes; Customer is responsible for all applicable taxes other than taxes on Customers.ai’s income. Customers.ai may suspend paid features for undisputed amounts more than fifteen (15) days overdue, following notice and an opportunity to cure. Customer may withhold amounts disputed reasonably and in good faith pending resolution, provided it timely pays all undisputed amounts.
8.2 Automatic Renewal; Cancellation. Unless otherwise stated in an Order Form, Subscriptions automatically renew for successive periods equal in length to the initial term unless either party gives notice of non-renewal at least thirty (30) days before the end of the then-current term. Self-service Subscriptions may be canceled at any time via the dashboard or billing@customers.ai, effective at the end of the current paid period. Customers on an executed Order Form may cancel via cancellations@customers.ai in accordance with this Section unless the Order Form states otherwise.
8.3 Price Changes. Customers.ai may change pricing effective upon renewal by providing notice at least forty-five (45) days before the applicable renewal date, or keep to Customer on a compliant plan based on then current profile counts. Customer may reject the renewal increase by canceling or electing not to renew before the renewal date; continued use after renewal constitutes acceptance.
8.4 Free Trials. Free trials may be modified or discontinued at any time. At the end of a free trial, continued use may be charged at then-current pricing disclosed to Customer.
9. TERM AND TERMINATION
9.1 Term; Termination for Cause. This Agreement begins on Customer’s acceptance and continues until all Subscriptions expire or are terminated. Either party may terminate this Agreement or the affected Order Form for the other party’s material breach that remains uncured thirty (30) days after written notice describing the breach. Customers.ai may terminate immediately upon notice if Customer’s breach of Section 2.3, 3, 4.4, or 6.3 is of a nature that cannot reasonably be cured or creates material legal exposure for Customers.ai or any third party.
9.2 Effect of Termination; Survival. Upon termination or expiration, all licenses end and access is disabled, subject to the export period in Section 4.6. If Customer terminates for Customers.ai’s uncured material breach, Customers.ai will refund any prepaid fees covering the remainder of the terminated Subscription term after the effective date of termination. Sections that by their nature should survive (including Sections 3, 4.3, 4.4, 4.6, 7, and 10 through 16) survive termination.
10. CONFIDENTIALITY
Each party (as receiver) will protect the other party’s non-public business, technical, and financial information disclosed in connection with this Agreement (“Confidential Information”) using at least the same degree of care it uses for its own similar information, and no less than reasonable care; will use it only to perform under and exercise rights granted by this Agreement; and will not disclose it except to employees, advisors, and service providers with a need to know who are bound by confidentiality obligations at least as protective as this Section. Customer Data is Customer’s Confidential Information; the non-public elements of the Platform and Underlying Technology are Customers.ai’s Confidential Information. Confidential Information excludes information that is or becomes public without breach, was known without restriction, is independently developed, or is rightfully received from a third party. Disclosures required by law are permitted with reasonable prior notice to the disclosing party where lawful. Each party may seek injunctive relief for actual or threatened breach of this Section without posting bond.
11. REPRESENTATIONS AND LIMITED WARRANTIES
11.1 Mutual. Each party represents that it has the power and authority to enter into this Agreement, and the individual accepting on behalf of an entity is duly authorized to bind it.
11.2 Customers.ai Limited Warranty. Customers.ai warrants that, during the Subscription term, the Platform will perform materially in accordance with the applicable Documentation, and that Customers.ai will provide the Platform using commercially reasonable skill and care. Customer’s exclusive remedy and Customers.ai’s sole obligation for breach of this warranty are for Customers.ai to use commercially reasonable efforts to correct the non-conformity and, if Customers.ai cannot do so within thirty (30) days of notice, for Customer to terminate the affected Subscription and receive a refund of prepaid fees for the remainder of the terminated term. This warranty does not apply to issues caused by Customer Data, misuse, unauthorized modification, or third-party services.
11.3 Customer Warranty. Customer represents, warrants, and covenants that it will use the Platform, Platform Data, and Outputs only for lawful internal business purposes and in compliance with this Agreement and Applicable Laws.
12. DISCLAIMERS
EXCEPT AS EXPRESSLY STATED IN SECTION 11, THE PLATFORM, PLATFORM DATA, OUTPUTS, AND ALL RELATED SERVICES AND CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY LAW, CUSTOMERS.AI AND ITS LICENSORS DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE. WITHOUT LIMITING SECTION 11.2, CUSTOMERS.AI DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE; THAT PLATFORM DATA OR OUTPUTS WILL BE ACCURATE, CURRENT, COMPLETE, OR UNIQUE; THAT ANY RESULTS WILL BE ACHIEVED; OR THAT CUSTOMER’S PARTICULAR USE OF THE PLATFORM, PLATFORM DATA, OR OUTPUTS IS LAWFUL IN ANY JURISDICTION, WHICH DETERMINATION REMAINS CUSTOMER’S RESPONSIBILITY UNDER SECTION 3. THIRD-PARTY SERVICES, INTEGRATIONS, WEBSITES, AND CONTENT ACCESSED THROUGH THE PLATFORM ARE PROVIDED BY THIRD PARTIES, ARE NOT WARRANTED BY CUSTOMERS.AI, AND ARE SUBJECT TO THE APPLICABLE THIRD PARTY’S TERMS.
13. INDEMNIFICATION
13.1 Indemnification by Customers.ai. Customers.ai will defend Customer and its officers, directors, and employees against any third-party claim alleging that the Platform, as provided by Customers.ai and used in accordance with this Agreement, infringes or misappropriates such third party’s U.S. patent, copyright, trademark, or trade secret, and will indemnify Customer against damages, costs, and reasonable attorneys’ fees finally awarded or agreed in settlement of such claim. If such a claim arises or is likely to arise, Customers.ai may, at its option and expense, (a) procure the right for Customer to continue using the Platform, (b) modify or replace the Platform so it is non-infringing without material loss of functionality, or (c) terminate the affected Subscription and refund prepaid fees for the remainder of the terminated term. This Section 13.1 does not apply to claims arising from Customer Data; combination of the Platform with items not provided by Customers.ai; Customer’s use in violation of this Agreement; or Customer’s use of Platform Data or Outputs to contact any person or for any purpose Customer selects. THIS SECTION 13.1 STATES CUSTOMERS.AI’S ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS.
13.2 Indemnification by Customer. Customer will defend Customers.ai and its officers, directors, employees, affiliates, and agents against any third-party claim, action, investigation, or demand arising out of or relating to: (a) Customer’s use of Platform Data or Outputs, including any call, text, email, or other communication made by or for Customer; (b) Customer’s actual or alleged violation of Applicable Laws or of any third-party terms or agreements binding on Customer in connection with its use of the Platform, Platform Data, or Outputs; (c) Customer Data, including its collection and submission to the Platform; and (d) any dispute between Customer and any consumer or its own customers, including any person contacted using Platform Data; and Customer will indemnify Customers.ai against damages, fines, penalties, settlements, costs, and reasonable attorneys’ fees finally awarded or agreed in settlement of such claims.
13.3 Procedure. The party seeking indemnification will provide the indemnifying party with prompt written notice of the claim (provided that delayed notice relieves the indemnifying party only to the extent it is prejudiced), sole control of the defense and settlement of the claim with counsel of its choosing, and reasonable cooperation at the indemnifying party’s expense. The indemnified party may participate in the defense with its own counsel at its own expense. The indemnifying party will not settle any claim in a manner that imposes obligations, admissions of fault, or non-monetary relief on the indemnified party without the indemnified party’s prior written consent, not to be unreasonably withheld.
14. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY LAW: (A) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, UNDER ANY LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PLATFORM WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO CUSTOMERS.AI UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
THE EXCLUSIONS AND CAP ABOVE DO NOT APPLY TO: (1) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 13; (2) A PARTY’S BREACH OF SECTION 10 (CONFIDENTIALITY); (3) CUSTOMER’S PAYMENT OBLIGATIONS; OR (4) A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD. [NEGOTIATION OPTION FOR ENTERPRISE ORDER FORMS: LIABILITY ARISING FROM CUSTOMERS.AI’S BREACH OF SECTION 5 (DATA PROTECTION AND SECURITY) MAY BE SUBJECT TO AN ENHANCED CAP OF TWO (2) TIMES THE GENERAL CAP IN LIEU OF EXCLUSION.] SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OR EXCLUSIONS; IN SUCH JURISDICTIONS, THESE LIMITATIONS APPLY TO THE MAXIMUM EXTENT PERMITTED, AND NEITHER PARTY DISCLAIMS LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE, FRAUDULENT MISREPRESENTATION, OR ANY LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED. THE PARTIES ACKNOWLEDGE THAT THE FEES REFLECT THE ALLOCATION OF RISK IN THIS AGREEMENT, INCLUDING CUSTOMER’S RESPONSIBILITY UNDER SECTION 3 FOR ITS OWN USE OF PLATFORM DATA AND OUTPUTS.
15. GOVERNING LAW; DISPUTE RESOLUTION
15.1 Governing Law. This Agreement is governed by the laws of the Commonwealth of Massachusetts, without regard to conflict-of-laws rules. The U.N. Convention on Contracts for the International Sale of Goods does not apply.
15.2 Informal Resolution. Before initiating any formal proceeding, the parties will first attempt in good faith to resolve any dispute arising out of or relating to this Agreement (“Dispute”) through escalation to executives of each party for a period of thirty (30) days following written notice of the Dispute.
15.3 Binding Arbitration. Except as stated below, any Dispute not resolved informally will be resolved by confidential, binding arbitration administered by JAMS under its Streamlined Arbitration Rules then in effect, before a single arbitrator in Boston, Massachusetts, under the Federal Arbitration Act. The arbitrator decides questions of arbitrability, except that the enforceability of the Class Action Waiver may be decided only by a court of competent jurisdiction. Each party bears its own fees and costs. Judgment on the award may be entered in any court of competent jurisdiction. Either party may seek injunctive or equitable relief in court for infringement or misuse of intellectual property or breach of confidentiality. If a Dispute is not subject to arbitration, it must be brought exclusively in the state or federal courts located in Suffolk County, Massachusetts, and the parties consent to their jurisdiction. [ENTERPRISE ORDER FORMS MAY SUBSTITUTE EXCLUSIVE JURISDICTION OF SUFFOLK COUNTY, MASSACHUSETTS COURTS FOR THIS ARBITRATION PROVISION.]
15.4 Class Action Waiver. ALL DISPUTES WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS. NEITHER PARTY WILL SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION, REPRESENTATIVE ACTION, COLLECTIVE ACTION, OR PRIVATE ATTORNEY GENERAL ACTION, AND NO ARBITRATION WILL BE JOINED OR CONSOLIDATED WITH ANOTHER.
15.5 Arbitration Opt-Out. Customer may opt out of arbitration within thirty (30) days of first accepting this Agreement by mailing notice to MobileMonkey, Inc., 855 Boylston St., Boston, MA 02116, including its full name, account information, and a clear statement of intent to opt out. If Customer opts out, Disputes will be heard exclusively in courts located in Suffolk County, Massachusetts.
16. GENERAL PROVISIONS
16.1 Assignment. Neither party may assign this Agreement without the other party’s prior written consent, except that either party may assign this Agreement in its entirety, upon notice, to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee is not a direct competitor of the non-assigning party. Any prohibited assignment is void.
16.2 Notices. Notices to Customers.ai must be sent to MobileMonkey, Inc., 855 Boylston St., Boston, MA 02116 (delivery confirmation required) or legal@customers.ai. Notices to Customer may be delivered by email to the address associated with Customer’s account or through the Platform. Each party consents to receive communications electronically, and electronic communications satisfy any writing requirement. Notices of breach, termination, or indemnifiable claims must be given by email and one other permitted method.
16.3 Amendments. For Subscriptions under an executed Order Form, Customers.ai may update this Agreement by providing at least thirty (30) days’ notice, and updates take effect upon the next renewal of the applicable Subscription term; material changes during a then-current paid term require Customer’s written agreement. For self-service Subscriptions, Customers.ai may amend this Agreement by posting an updated version and updating the “Last Modified” date or by emailing Customer; if Customer does not agree to a material amendment, Customer may terminate the affected Subscription and receive a refund of prepaid fees for the remainder of the term.
16.4 Publicity. Neither party will use the other party’s name, logo, or trademarks in marketing materials, customer lists, or press releases without the other party’s prior written consent (which may be given in an Order Form).
16.5 Export; Anti-Corruption. Each party will comply with applicable export control, sanctions, and anti-corruption laws in its performance under this Agreement. Customer represents that it is not located in, and will not permit access to the Platform from, any embargoed jurisdiction or by any sanctioned party.
16.6 Force Majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including acts of God, internet or utility failures, third-party service outages, labor disputes, war, terrorism, or government action (excluding Customer’s payment obligations for services already delivered).
16.7 Severability; Waiver; Independent Contractors. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable and the remainder remains in effect. Failure to enforce a provision is not a waiver of the right to enforce it later. The parties are independent contractors, and this Agreement does not create a partnership, joint venture, or agency relationship.
16.8 Entire Agreement; Order of Precedence. This Agreement, together with the DPA and any Order Forms, is the entire agreement regarding its subject matter and supersedes all prior and contemporaneous agreements and understandings, written or oral. In the event of conflict, the following order of precedence applies: (1) the executed Order Form; (2) the DPA (as to processing of Personal Data); and (3) this Agreement. No terms in any Customer purchase order or vendor-registration portal will modify this Agreement, regardless of any acknowledgment or acceptance. Waivers and negotiated modifications must be in a writing signed or expressly agreed by both parties.
16.9 Support. For support or questions, contact info@customers.ai or the support channels identified in the Documentation.