Master services agreement.

“Authorized User” means an employee, contractor, or other individual whom Customer authorizes to access the Services under Customer’s account.

“Communications Laws” means all applicable federal, state, local, and other laws, regulations, rules, orders, carrier requirements, and industry requirements relating to telecommunications, telephone calls, text messages, caller identification, consumer consent, telemarketing, privacy, fraud, call blocking, and similar activities, including the Telephone Consumer Protection Act, Telemarketing Sales Rule, Do-Not-Call requirements, STIR/SHAKEN requirements, and their respective amendments or successors.

“Customer Data” means data, records, files, telephone numbers, call detail records, dispositions, and other information submitted to or made available to the Services by or on behalf of Customer, its Authorized Users, its systems, or, where applicable, its Reseller Customers.

“Documentation” means Vapia’s then-current user guides and technical documentation generally made available for the Services.

“Order Form” means an ordering document, quote, online ordering page, or similar document accepted by authorized representatives of Vapia and Customer that references this MSA and identifies the Services, fees, subscription term, and other applicable commercial terms.

“Reseller Customer” means an end customer of Customer that receives access to, output from, or the benefit of the Services through Customer, but only where the applicable Order Form expressly authorizes Customer to resell or white-label the Services.

“Services” means Vapia’s caller-ID reputation, reputation monitoring and remediation, call-deliverability, call analytics, compliance-related analytics, software, APIs, and related services identified in an applicable Order Form.

“Third-Party Services” means third-party products, networks, carriers, analytics providers, data providers, APIs, hosting services, or other third-party services on which the Services depend or with which the Services interact.

Customer may purchase Services through one or more Order Forms. Each Order Form is governed by this MSA.

No Order Form will modify this MSA unless the Order Form expressly identifies the specific provision of this MSA being modified and expressly states that the Order Form supersedes that provision.

Subject to Customer’s compliance with the Agreement and payment of all applicable fees, Vapia grants Customer during the applicable subscription term a limited, non-exclusive, non-transferable right to access and use the Services for Customer’s lawful business purposes.

Except where an Order Form expressly authorizes reseller or white-label rights, Customer may not resell, sublicense, distribute, or provide the Services to a third party.

Customer is responsible for all Authorized Users and for all use of the Services through Customer’s accounts, credentials, API keys, integrations, and systems.

Customer will promptly notify Vapia of suspected unauthorized access to the Services.

If an Order Form expressly authorizes Customer to resell or white-label the Services, Customer may provide the applicable Services or Service outputs to its Reseller Customers subject to the Agreement and any restrictions in the Order Form.

Customer:

(a) is responsible for each Reseller Customer’s use of the Services;

(b) will ensure that each Reseller Customer complies with restrictions substantially equivalent to the applicable provisions of this Agreement;

(c) will not make representations, guarantees, warranties, or commitments on behalf of Vapia;

(d) will not represent that Vapia guarantees any reputation, call-deliverability, answer-rate, regulatory, or other outcome; and

(e) remains responsible to Vapia for all fees and obligations associated with its Reseller Customers.

Reseller Customers are not parties to this Agreement and have no contractual rights against Vapia.

Vapia may modify, update, replace, enhance, or discontinue features of the Services from time to time.

Vapia will not intentionally materially reduce the overall core functionality of paid Services during an active subscription term, except where reasonably necessary because of law, security, abuse, Third-Party Services, carrier requirements, or circumstances outside Vapia’s reasonable control.

Vapia will provide commercially reasonable support for the Services.

Unless expressly stated in an Order Form or separate service-level agreement signed by Vapia, Vapia makes no uptime, response-time, resolution-time, availability, or service-level commitment.

Customer acknowledges that portions of the Services depend on Third-Party Services, including telecommunications carriers, caller-ID analytics providers, hosting providers, data providers, and other vendors.

Vapia does not control those third parties and is not responsible for their acts or omissions, their methodologies, the accuracy or availability of their data, changes to their services, or their decision to block, label, categorize, register, deregister, approve, reject, or otherwise treat any telephone number or communication.

A change, outage, limitation, or discontinuation of a Third-Party Service will not constitute a breach by Vapia to the extent the circumstances are outside Vapia’s reasonable control.

Vapia may suspend or restrict Customer’s access to some or all of the Services if Vapia reasonably determines that:

(a) Customer has failed to pay amounts when due;

(b) Customer or an Authorized User has violated the Agreement;

(c) Customer’s activity creates a security, legal, regulatory, reputational, or operational risk to Vapia, its providers, other customers, consumers, or third parties;

(d) Customer’s activity appears fraudulent, deceptive, abusive, or unlawful;

(e) suspension is requested or required by a governmental authority, carrier, provider, or applicable law; or

(f) suspension is reasonably necessary to protect the Services.

Vapia will provide notice where reasonably practicable under the circumstances.

Any beta, trial, evaluation, proof-of-concept, free, or early-access service is provided “AS IS” and may be modified or discontinued at any time without liability.

Customer is responsible for:

(a) maintaining the confidentiality and security of its credentials;

(b) activity occurring through its account;

(c) the conduct of its Authorized Users and Reseller Customers; and

(d) maintaining the systems, connectivity, permissions, and integrations necessary to use the Services.

Customer represents and warrants that it has all rights, permissions, consents, and lawful bases necessary to:

(a) provide Customer Data to Vapia;

(b) authorize Vapia to process Customer Data as contemplated by the Agreement;

(c) submit, monitor, register, analyze, or request remediation for each telephone number submitted to the Services; and

(d) act on behalf of any applicable Reseller Customer with respect to such telephone numbers.

Customer will not submit telephone numbers that it does not own, control, service, manage, or otherwise have authorization to act upon.

Customer will not, and will not permit any person to:

(a) use the Services in violation of applicable law;

(b) use the Services in connection with fraudulent, deceptive, abusive, harassing, or unlawful communications;

(c) impersonate another person or misrepresent caller identity;

(d) use the Services to unlawfully evade carrier blocking, enforcement, labeling, or consumer-protection systems;

(e) reverse engineer, decompile, disassemble, or attempt to derive source code, algorithms, models, methods, or non-public technology underlying the Services, except where such restriction is prohibited by law;

(f) copy, scrape, harvest, or systematically extract the Services, Vapia data, or third-party data except as expressly permitted;

(g) introduce malware or attempt unauthorized access to the Services or related systems;

(h) use the Services or non-public information about the Services to develop, train, benchmark, or improve a competing product or service;

(i) exceed applicable usage limits or circumvent technical restrictions; or

(j) resell or sublicense the Services except as expressly permitted in an Order Form.

Customer is responsible for the accuracy, legality, security, configuration, and operation of Customer’s dialers, telephony systems, CRM systems, APIs, credentials, and other systems connected to the Services.

Customer will pay all fees set forth in each Order Form.

Except as expressly provided in the Agreement, fees are non-cancelable and non-refundable.

Where fees depend on usage, telephone numbers, scans, records, API calls, brands, accounts, or other measurable quantities, Vapia’s systems will be the system of record for determining billable usage absent manifest error.

Usage above a purchased quantity or committed level may be invoiced at the applicable overage or then-current rate unless otherwise stated in the Order Form.

Unless an Order Form states otherwise, invoices are due within fifteen (15) days after the invoice date. If Customer provides a payment method, Customer authorizes Vapia to charge amounts due under the applicable Order Form in accordance with the applicable billing schedule.

Fees do not include applicable sales, use, excise, value-added, telecommunications, or similar taxes or governmental assessments. Customer is responsible for such amounts except taxes based on Vapia’s net income.

Customer must notify Vapia in writing of a good-faith invoice dispute within fifteen (15) days after the invoice date and must timely pay all undisputed amounts. Failure to timely dispute an invoice does not waive claims that cannot legally be waived but may be treated as acceptance of the invoiced amount to the maximum extent permitted by law.

Past-due undisputed amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Customer will reimburse Vapia for reasonable costs of collecting past-due undisputed amounts. Vapia may suspend Services for non-payment after providing reasonable notice.

Any purchase order, procurement portal, vendor-registration form, or similar document issued by Customer is for administrative convenience only. Any additional or conflicting terms contained in such document are rejected and will not modify the Agreement unless expressly accepted in a writing signed by an authorized representative of Vapia.

This MSA begins when Customer first enters into an Order Form referencing it and continues until all Order Forms have expired or terminated.

Each Order Form will specify its subscription term and any renewal terms.

Unless expressly stated in the Order Form, expiration or termination of one Order Form will not terminate another Order Form.

Either Party may terminate an affected Order Form if the other Party materially breaches the Agreement and fails to cure that breach within thirty (30) days after receiving written notice describing the breach.

For failure to pay undisputed fees when due, the cure period is ten (10) days after written notice.

Vapia may terminate an affected Order Form immediately if Customer:

(a) uses the Services for fraudulent, unlawful, or materially abusive activities;

(b) materially violates Sections 3 or 7;

(c) creates material regulatory, carrier, security, or reputational risk to Vapia or its providers; or

(d) engages in conduct that could reasonably cause Vapia or a Third-Party Service provider to violate applicable law.

Upon expiration or termination:

(a) Customer’s right to use the affected Services ends;

(b) Customer must pay all amounts accrued through the effective date of termination;

(c) if Vapia terminates for Customer’s uncured breach, any non-cancelable committed fees for the remainder of the applicable subscription term become immediately due to the extent permitted by law; and

(d) each Party will cease using the other Party’s Confidential Information except as permitted by the Agreement or required by law.

If Customer terminates an Order Form because of Vapia’s uncured material breach, Vapia will refund prepaid fees allocable to the terminated portion of the remaining subscription term. That refund is Customer’s exclusive monetary remedy for such termination, subject to Section 12.

Subject to payment of outstanding amounts, Vapia will, upon Customer’s reasonable request made within thirty (30) days after termination, make Customer Data then maintained in the Services reasonably available for export where such export functionality exists. After that period, Vapia may delete Customer Data in accordance with its ordinary retention and backup practices, except to the extent retention is required by law.

Sections concerning payment obligations, intellectual property, confidentiality, compliance, disclaimers, indemnification, limitation of liability, and other provisions that by their nature should survive will survive expiration or termination.

As between the Parties, Vapia and its licensors own all right, title, and interest in and to:

(a) the Services;

(b) Vapia software, APIs, technology, models, algorithms, methodologies, interfaces, and Documentation;

(c) improvements and derivatives of the foregoing; and

(d) all intellectual property rights relating to the foregoing.

Except for the limited rights expressly granted under the Agreement, no rights are transferred to Customer.

Subject to the Agreement, Customer may use reports, analytics, results, and other outputs made available through the Services for Customer’s lawful business purposes. Where reseller rights are expressly granted in an Order Form, Customer may make authorized outputs available to Reseller Customers. Service outputs may incorporate or depend upon third-party information and remain subject to applicable third-party restrictions.

As between the Parties, Customer retains ownership of Customer Data.

Customer grants Vapia and its subcontractors a non-exclusive, worldwide right to host, copy, transmit, process, analyze, display, and otherwise use Customer Data as reasonably necessary to:

(a) provide, operate, secure, maintain, and support the Services;

(b) prevent fraud and abuse;

(c) comply with law; and

(d) exercise Vapia’s rights and perform its obligations under the Agreement.

Vapia may create and use information derived from use of the Services where such information has been aggregated or de-identified so that it does not reasonably identify Customer, a Reseller Customer, or an individual.

Vapia may use such information for analytics, security, benchmarking, product development, service improvement, and other lawful business purposes.

Vapia will not attempt to re-identify de-identified personal information except as permitted by applicable law for purposes such as testing de-identification processes.

Customer may provide suggestions or feedback concerning the Services.

Vapia may use and incorporate such feedback without restriction, attribution, or payment obligation.

Certain Services may use automated systems, statistical techniques, machine learning, or artificial intelligence.

Customer acknowledges that resulting analytics, predictions, classifications, recommendations, and other outputs may be probabilistic and may contain errors or omissions.

Customer remains responsible for decisions and actions taken based on Service outputs.

Customer is solely responsible for its outbound and inbound calling, texting, telemarketing, solicitation, and other communications activities and for ensuring that those activities comply with Communications Laws.

Customer is responsible for obtaining and maintaining all required consents, registrations, licenses, permissions, disclosures, suppression lists, and records.

The Services provide technology, monitoring, information, analytics, and recommendations.

The Services do not constitute legal advice, do not establish that any communication is lawful, and are not a substitute for Customer’s legal counsel or compliance program.

Customer is solely responsible for determining whether and how to contact any person.

Customer acknowledges that caller-ID reputation, spam and scam labeling, call blocking, call completion, answer rates, connect rates, carrier treatment, and related outcomes are determined in whole or in part by telecommunications carriers, analytics providers, device manufacturers, consumers, algorithms, and other third parties outside Vapia’s control.

Vapia does not guarantee that:

(a) any telephone number will become or remain unflagged or unblocked;

(b) any label will be changed or removed;

(c) a remediation request will be accepted;

(d) reputation data will be complete, accurate, current, or consistent across providers;

(e) a call will be delivered or answered; or

(f) Customer’s answer rate, contact rate, conversion rate, revenue, or other business metric will improve.

Customer will not use the Services to disguise unlawful communications, falsify caller identity, evade lawful enforcement mechanisms, or facilitate deceptive or fraudulent activity.

Vapia may investigate suspected fraud, abuse, unauthorized use, or violations of the Agreement.

Customer will reasonably cooperate with Vapia in addressing suspected abuse relating to Customer’s use of the Services.

Vapia may decline to provide, restrict, suspend, or terminate Services where Vapia reasonably believes continued service could facilitate unlawful conduct or expose Vapia or its providers to legal, regulatory, carrier, or security risk.

Customer is responsible for the activities of its Reseller Customers relating to the Services and for ensuring that each Reseller Customer has all necessary rights, permissions, and consents. Customer will not knowingly provide the Services to a Reseller Customer engaged in unlawful, fraudulent, or materially abusive communications.

To the extent Vapia processes personal information on Customer’s behalf in a manner subject to applicable data-protection law, the Vapia Data Processing Addendum available at vapia.ai/dpa is incorporated into the Agreement. The DPA will control in the event of a conflict concerning the processing or protection of personal information.

Vapia will maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, use, alteration, or disclosure.

Vapia will notify Customer without undue delay after confirming a security incident affecting Customer Data where notification is required by applicable law or the DPA. Vapia’s investigation or response to an incident will not constitute an admission of fault or liability.

Unless expressly authorized in an Order Form or separate written agreement, Customer will not submit to the Services data that is not reasonably necessary to use the Services, including:

(a) payment-card data;

(b) passwords or authentication credentials;

(c) Social Security numbers or similar government identification numbers;

(d) protected health information regulated by HIPAA;

(e) biometric identifiers;

(f) highly sensitive financial information; or

(g) other highly sensitive personal information not reasonably required for the Services.

Customer is responsible for reviewing Customer Data before submission.

Customer is responsible for the security of its own systems, devices, networks, credentials, API keys, integrations, and user access controls.

“Confidential Information” means non-public information disclosed by one Party (“Discloser”) to the other (“Recipient”) that is designated confidential or that reasonably should be understood to be confidential based on its nature and the circumstances of disclosure. Customer Data is Customer’s Confidential Information. The non-public Services, software, pricing, product plans, technology, security information, and Documentation are Vapia’s Confidential Information.

Recipient will: (a) use Confidential Information only to exercise its rights and perform its obligations under the Agreement; (b) protect it using at least reasonable care and no less care than Recipient uses to protect similar information of its own; and (c) disclose it only to employees, contractors, professional advisers, financing sources, and other representatives who need to know it and are subject to confidentiality obligations.

Confidential Information does not include information Recipient can demonstrate: (a) is or becomes public through no breach of the Agreement; (b) was lawfully known to Recipient without confidentiality restrictions before disclosure; (c) is lawfully received from a third party without confidentiality obligations; or (d) was independently developed without use of the Confidential Information.

Recipient may disclose Confidential Information where legally required, provided that, where legally permitted, Recipient gives Discloser reasonable advance notice and assistance in seeking confidential treatment.

These confidentiality obligations will continue for five (5) years after disclosure, except that trade secrets will remain protected for as long as they qualify as trade secrets under applicable law.

Each Party represents that it has authority to enter into the Agreement.

Vapia warrants that paid Services will perform materially in accordance with the applicable Documentation under normal authorized use.

Customer must notify Vapia of a claimed breach of this warranty promptly after discovering it.

Vapia’s sole obligation and Customer’s exclusive remedy will be for Vapia to use commercially reasonable efforts to correct the material nonconformity.

If Vapia determines that it cannot reasonably correct the nonconformity, Vapia may terminate the affected Services and refund prepaid fees allocable to the unused terminated portion of the applicable subscription term.

EXCEPT FOR THE EXPRESS WARRANTY IN SECTION 10.2, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, DOCUMENTATION, THIRD-PARTY DATA, ANALYTICS, REPORTS, RECOMMENDATIONS, AND OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

VAPIA AND ITS LICENSORS AND SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT.

WITHOUT LIMITING THE FOREGOING, VAPIA DOES NOT WARRANT THAT:

(a) THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE;

(b) DATA OR ANALYTICS WILL BE ACCURATE, COMPLETE, OR CURRENT;

(c) CUSTOMER’S NUMBERS WILL BE UNFLAGGED, REMEDIATED, DELIVERED, ANSWERED, OR TREATED IN ANY PARTICULAR MANNER;

(d) CUSTOMER WILL ACHIEVE ANY PARTICULAR BUSINESS RESULT; OR

(e) USE OF THE SERVICES WILL MAKE CUSTOMER COMPLIANT WITH ANY LAW.

CUSTOMER’S RELIANCE ON SERVICE OUTPUTS AND RECOMMENDATIONS IS AT CUSTOMER’S OWN RISK.

To the maximum extent permitted by law, Customer will defend, indemnify, and hold harmless Vapia, its affiliates, and their respective officers, directors, employees, agents, contractors, and licensors from and against third-party claims, governmental investigations or proceedings, damages, judgments, settlements, penalties, fines, liabilities, costs, and reasonable attorneys’ fees arising out of or relating to:

(a) Customer Data;

(b) Customer’s, an Authorized User’s, or a Reseller Customer’s use of the Services in violation of the Agreement or applicable law;

(c) Customer’s or a Reseller Customer’s calling, texting, telemarketing, solicitation, or other communications activities;

(d) an alleged or actual violation of Communications Laws arising from Customer’s or a Reseller Customer’s activities;

(e) Customer’s failure to obtain required rights, permissions, or consents;

(f) a telephone number Customer was not authorized to submit or manage;

(g) Customer’s products, services, advertising, representations, or business practices; or

(h) fraud, deception, abuse, or unlawful conduct by Customer, its Authorized Users, or its Reseller Customers.

Vapia will defend Customer against a third-party claim that the unmodified paid Services, when used by Customer as permitted under the Agreement, directly infringe a United States patent, copyright, or trademark or misappropriate a third party’s trade secret, and Vapia will pay damages finally awarded against Customer or settlements approved by Vapia arising from such claim.

Vapia has no obligation under Section 11.2 to the extent a claim results from:

(a) Customer Data;

(b) modification of the Services by anyone other than Vapia;

(c) combination of the Services with products, data, or services not supplied or authorized by Vapia where the claim would not otherwise exist;

(d) use contrary to the Agreement or Documentation;

(e) continued use after Vapia has provided a non-infringing replacement or instructed Customer to stop; or

(f) Third-Party Services or data identified as being provided by a third party.

If the Services become, or Vapia reasonably believes they may become, subject to an infringement claim, Vapia may, at its option:

(a) obtain the right for Customer to continue using the affected Services;

(b) modify or replace the affected Services with substantially equivalent non-infringing functionality; or

(c) terminate the affected Services and refund prepaid fees allocable to the unused terminated portion of the applicable subscription term.

Sections 11.2 through 11.4 state Vapia’s entire obligation and Customer’s exclusive remedy for intellectual-property infringement claims.

The Party seeking indemnification will:

(a) promptly notify the indemnifying Party of the claim, except that delay will relieve the indemnifying Party of its obligations only to the extent materially prejudiced by the delay;

(b) give the indemnifying Party control of the defense and settlement; and

(c) provide reasonable cooperation at the indemnifying Party’s expense.

The indemnifying Party may not settle a claim in a manner that requires the indemnified Party to admit wrongdoing or undertake a material non-monetary obligation without the indemnified Party’s consent, not to be unreasonably withheld.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VAPIA, ITS AFFILIATES, LICENSORS, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, ANTICIPATED SAVINGS, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THE AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF VAPIA, ITS AFFILIATES, LICENSORS, AND SUPPLIERS ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO VAPIA UNDER THE ORDER FORM GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. THE FOREGOING CAP APPLIES COLLECTIVELY TO ALL CLAIMS AND ALL THEORIES OF LIABILITY.

The limitation in Section 12.2 does not limit:

(a) Customer’s obligation to pay fees;

(b) Customer’s obligations under Section 11.1;

(c) Customer’s liability arising from violation of Sections 3 or 7;

(d) Customer’s infringement, misappropriation, or unauthorized use of Vapia’s intellectual property; or

(e) liability that cannot lawfully be limited.

The limitations in this Section apply regardless of the form of action, whether in contract, tort, negligence, strict liability, statute, or otherwise, and even if a limited remedy fails of its essential purpose.

The Parties acknowledge that the limitations and risk allocations in this Agreement are an essential basis of the bargain and are reflected in the fees charged by Vapia.

The Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-laws principles.

Each Party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in Delaware for disputes arising out of or relating to the Agreement, and each Party waives objections based on venue or inconvenient forum.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THE AGREEMENT.

Customer may not assign or transfer the Agreement without Vapia’s prior written consent. Vapia may assign the Agreement to an affiliate or in connection with a merger, reorganization, financing, acquisition, sale of equity, or sale of all or substantially all of the business or assets to which the Agreement relates. Any prohibited assignment is void.

Vapia may use affiliates, contractors, subprocessors, cloud providers, and other third parties to provide portions of the Services.

Neither Party will be liable for delay or failure caused by circumstances beyond its reasonable control, including natural disasters, acts of government, labor disputes, war, terrorism, civil unrest, epidemics, internet or telecommunications failures, cyberattacks, utility failures, carrier outages, hosting failures, or failures of Third-Party Services. This Section does not excuse Customer’s obligation to pay amounts already due.

The Agreement constitutes the complete agreement between the Parties concerning its subject matter and supersedes prior or contemporaneous proposals, discussions, representations, and agreements concerning that subject matter. In the event of conflict: (a) the DPA controls solely with respect to data-protection matters; (b) an Order Form controls over this MSA only where the Order Form expressly identifies the provision being modified; and (c) this MSA otherwise controls.

Terms contained in Customer purchase orders, procurement systems, vendor portals, emails, or similar documents do not modify the Agreement.

Vapia may update this MSA from time to time by posting a revised version at vapia.ai/services-agreement. Except where an update is required by law or necessary to address security, abuse, or misuse, a revised MSA will not materially increase Customer’s obligations or materially reduce Customer’s contractual rights during a then-current Order Form term without Customer’s agreement. Unless otherwise agreed, revised terms will apply to new Order Forms and to existing Order Forms beginning with their next renewal term. Vapia may maintain archived versions of this MSA for reference.

Formal notices concerning breach, termination, indemnification, or legal proceedings must be in writing and delivered by nationally recognized overnight courier, certified mail, or email with confirmation of receipt to the applicable notice information stated in the Order Form or otherwise designated by the receiving Party. Operational notices, invoices, product notices, and other routine communications may be provided electronically.

Unless Customer notifies Vapia otherwise in writing, Vapia may identify Customer by name and logo as a Vapia customer in customer lists, presentations, and marketing materials, subject to Customer’s applicable trademark guidelines. Vapia will not publicly disclose confidential details regarding Customer’s use of the Services without Customer’s consent.

Customer will not access or use the Services in violation of applicable export-control, trade-sanctions, or embargo laws. Customer represents that it is not prohibited from receiving the Services under applicable sanctions or export-control laws.

The Parties are independent contractors. The Agreement does not create a partnership, franchise, joint venture, fiduciary, employment, or agency relationship.

Except for persons expressly entitled to indemnification or liability protections under the Agreement, there are no third-party beneficiaries.

Failure to enforce a provision is not a waiver. If any provision is held invalid or unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions will remain in effect.

Actual or threatened misuse of intellectual property or Confidential Information may cause irreparable harm for which monetary damages may be inadequate.

The affected Party may seek appropriate equitable relief in addition to other remedies.

Order Forms and other documents under the Agreement may be executed electronically and in counterparts, each of which will be treated as an original and together constitute one instrument.

Headings are for convenience only and do not affect interpretation.