Master Services Agreement

This Master Services Agreement ("Master Agreement") governs Karibu AI's provision of the SAAS Services and Licensee's use thereof, as set forth in an in applicable order form executed between Karibu AI, Inc.("Karibu AI") and the entity placing an order for Karibu AI's Services ("Licensee") (Each, a "Party", and collectively, the "Parties") by executing an order form that incorporates this Master Agreement by reference, Licensee agrees to the terms of this Master Agreement. Together, the Master Agreement, any applicable order form(s) and/or Statement of Works ("SOWs"), any Service Level Agreements, and any addenda hereto constitute the "Agreement." The individual signing the order form for the licensee represents that they have the authority to bind licensee.

TERMS AND CONDITIONS

1. Definitions

1.1 "Agreement" means the Master Agreement together with any applicable Order Forms, and/or Statement of Works ("SOWs"), any Service Level Agreements, and any addenda entered into between Karibu AI, Inc. and Licensee.
1.2 "Applicable Laws" means all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any governmental authority in any territory that has jurisdiction over the Parties, whether those laws, etc., are in effect as of the Effective Date or later come into effect during the term of this Agreement.
1.3 "Authorized User" means each employee or agent of Licensee (i) authorized by Licensee to access and/or use the Services for Licensee's internal business purposes in accordance with this Agreement; (ii) to whom a password-protected account for use of the Services has been created by or on behalf of Licensee; and (iii) who, if required by Karibu AI, has agreed to the applicable terms and conditions made available by Karibu AI to such employee or agent for use of the Services (the "User Terms of Use").
1.4 "Content" means information obtained by Karibu AI from publicly available sources or its third party content providers and made available to Licensee through the Services.
1.5 "Licensee Data" means all information and data input by Authorized Users or, if applicable, by Karibu AI's personnel on behalf of an Authorized User, into the Services, excluding Content and Non-Karibu AI Applications.
1.6 "Documentation" means any standard user guide, manual or other explanatory materials regarding the Karibu AI Services as provided or otherwise made electronically available by Karibu AI to Licensee, including as modified or updated by Karibu AI from time to time.
1.7 "Fees" means the Subscription Fees, Usage Fees, and any other fees and expenses payable by Licensee as set forth in this Master Agreement or the applicable Order Form.
1.8 "Karibu AI Data" means any data, information and insights generated from, derived from, appended, extrapolated from, modified, altered, transformed, compiled or otherwise adapted or enhanced from any data, including Licensee Data, by Karibu AI in accordance with this Agreement. For the avoidance of doubt, Karibu AI Data does not include Licensee Data.
1.9 "Intellectual Property Rights" means all intellectual property rights, including copyrights, patents, trademarks, trade secrets, know-how, databases, designs, processes, algorithms, user interfaces, techniques, other tangible or intangible technical material and any other proprietary information.
1.10 "Malicious Code" means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.
1.11 "Non-Karibu AI Application" means an application that is provided by Licensee, or a third party that interoperates with the Service.
1.12 "Order Form" means an ordering document that is entered into between Licensee and Karibu AI regarding the Karibu AI Services, including any schedules and supplements thereto, a form of which is attached hereto as Exhibit A.
1.13 "Professional Service(s)" means, collectively, the consulting, development, customization and other professional services which Licensee orders from Karibu AI under an applicable Order Form, including any deliverables described in the Order Form.
1.14 "Service(s)" means, collectively, the Karibu AI Services and the Professional Services.
1.15 "Karibu AI Service(s)" means, collectively, the Karibu AI platform and any other Karibu AI-as-a-service products ordered by Licensee under an Order Form, all as made available to Licensee under this Agreement and as may be updated by Karibu AI from time to time. "Karibu AI Services" exclude Content and Non-Karibu AI Applications.
1.16 "Subscription Fees" mean the annual fees payable by Licensee in consideration for its right to use and access the Karibu AI Services in accordance with this Master Agreement and as described in the Order Form.
1.17 "Subscription Period" means the term of Licensee's subscription to the Karibu AI Services as identified in the Order Form.
1.18 "Initial Usage Period" means the first period of Licensee's agreement to usage based pricing of Karibu AI's services as identified in the Order Form.
1.19 "Usage Fees" means the fees payable by Licensee in consideration for its right to use and access the Karibu AI Services in accordance with this Master Agreement and as described in the Order Form.

2. Scope

3. Term and Termination

3.1 Term. The term of this Agreement will commence on the Effective Date and continue until the date when all Order Forms hereunder have expired or been terminated in accordance with this Section 3. The term of each Order Form shall be specified as the Subscription Period in the applicable Order Form.
3.2 Termination for Cause. A Party may terminate this Master Agreement or the applicable Order Form for cause (i) upon thirty (30) days written notice to the other Party if the other Party materially breaches this Master Agreement or the applicable Order Form, and such breach has not been cured by the end of such thirty (30) day period, or (ii) immediately upon written notice to the other Party if the other Party becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation or composition for the benefit of creditors. For the avoidance of doubt, failure to make payment in accordance with Section 2.9 shall be considered a material breach of the Agreement.
3.3 Termination for Convenience. Either Party may terminate this Master Agreement or any Order Form for convenience upon sixty (60) days' written notice to the other Party.
3.4 Effect of Termination. Upon any termination of the Agreement, (i) Licensee's and its Authorized Users' right to access or use the Licensee Data and the Karibu AI Services shall immediately cease and except as otherwise provided herein, Karibu AI will have no obligation to maintain, deliver or provide access to any Licensee Data, (ii) all Order Forms shall immediately terminate, and (iii) Licensee shall pay any balance due to Karibu AI pursuant to Section 2.9.
3.5 Survival. Licensee's payment obligations, and Sections 1,2,3,4,5,6,7,8,9, and 10 will survive expiration or termination of the Agreement.

4. Ownership and Licenses

4.1 Reservation of Karibu AI's Rights. All rights not expressly granted to Licensee herein are expressly reserved by Karibu AI. As between the Parties, the Karibu AI Services are and will remain the exclusive property of Karibu AI, and Karibu AI will retain ownership of all Intellectual Property Rights relating to or residing in the Karibu AI Services and any updates, improvements, modifications and enhancements (including error corrections and enhancements) thereto, and all derivative works thereof, and Licensee will have no right, title, or interest in or to the same except as expressly granted in Section 2.1. Nothing in this Agreement will be deemed to grant, by implication, estoppel, or otherwise, a license under any of Karibu AI's or its licensors' existing or future rights in or to the Karibu AI Services except as expressly granted in Section 2.1. Karibu AI trade names, trademarks, service marks, titles, and logos, and any goodwill appurtenant thereto, shall be owned exclusively by Karibu AI and shall inure solely to the benefit of Karibu AI; Licensee shall not use any of the foregoing for any purpose without the prior written consent of Karibu AI in each instance.
4.2 Licensee Data. As between the Parties, Licensee has and shall retain sole and exclusive title and ownership of all Licensee Data. Licensee grants to Karibu AI a limited and non-exclusive license to use, copy, modify, distribute and display any Licensee Data and any Non-Karibu AI Applications provided by Licensee, in each case, for purposes of providing the Services to Licensee in accordance with this Agreement and as otherwise expressly authorized by this Agreement. If Licensee chooses to use a Non-Karibu AI Application with a Service, Licensee grants Karibu AI permission to allow the Non-Karibu AI Application and its provider to access Licensee Data and information about Licensee's usage of the Non-Karibu AI Application as appropriate for the interoperation of that Non-Karibu AI Application with the Service. Licensee acknowledges that it is solely responsible for the integrity, completeness, accuracy, and validity of Licensee Data, and Karibu AI shall not be responsible for any loss, damage or liability arising out of the Licensee Data, including any mistakes contained in the Licensee Data, the use or transmission of the Licensee Data, or any results obtained from the Licensee.
4.3 Karibu AI Data. Karibu AI shall have and retain sole and exclusive title, ownership, and rights to all data generated, collected, or derived from use of the Karibu AI system ("Karibu AI Data"). Karibu AI reserves the right to use this data, including aggregated and anonymized data, synthetic data, and other types of data, for any lawful purpose, including training, improving, and optimizing its models and services
4.4 Performance Data. In addition, Licensee acknowledges and agrees that Karibu AI may monitor and gather data and information related to Licensee's use of the Karibu AI Services, including, for example, data regarding memory usage, connection speed and efficiency. Licensee acknowledges and agrees that such data and information is considered Karibu AI Data and is not considered Confidential Information of Licensee.
4.5 License by Licensee to Use Feedback. Licensee grants to Karibu AI a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by Licensee or its Authorized Users relating to the operation of Karibu AI's services.

5. Specifications and Requirements

5.1 Requirements for the Services. As between the Parties, Licensee is responsible for obtaining and maintaining all computer hardware, communications and office equipment needed to access and use the Services, and for paying all associated third-party access charges.
5.2 Changes to the Karibu AI Services. Karibu AI may make upgrades and improvements to the Karibu AI Services available to Licensee from time to time. Karibu AI may modify or delete any features of the Karibu AI Services. Karibu AI may, at any time, modify the Karibu AI Services, or substitute old features with new features that have similar or improved functionality, as may be necessary to meet Applicable Laws or industry-standard requirements or demands or requirements of third party service providers.
5.3 Future Functionality. Licensee agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Karibu AI regarding future functionality or features.
5.4 Professional Services. To the extent any Professional Services are to be performed by Karibu AI, such professional services will be defined in and performed pursuant to the applicable Order Form. Karibu AI will perform such Professional Services in a reasonable and workmanlike manner.

6. Confidentiality

6.1 Confidential Information. Each Party acknowledges and understands that, except as set forth in Section 6.2, any and all technical, trade secret, or business information, including, without limitation, financial information, business or marketing strategies or plans, product development or Licensee information, which is disclosed by a Party (the "Disclosing Party") to the other Party (the "Receiving Party") or is otherwise obtained by the Receiving Party, its affiliates, employees, representatives or other agents that is designated as confidential or which should be reasonably understood as confidential under the circumstances, during the term of this Agreement (or during any negotiation or evaluation of Karibu AI's services in connection with this Agreement) (the "Confidential Information") is confidential. As between the Parties, each Party retains all ownership rights in and to its Confidential Information. Without limiting the foregoing, the Karibu AI Services and all related technology, and the Documentation, is Karibu AI's Confidential Information.
6.2 Exceptions. Confidential Information does not include any information that is (i) already known to the Receiving Party at the time of the disclosure; (ii) publicly known at the time of the disclosure or becomes publicly known through no wrongful act or failure of the Receiving Party; or (iii) subsequently disclosed to the Receiving Party on a non-confidential basis by a third party not having a confidential relationship with the Disclosing Party and which third party rightfully acquired such information.
6.3 Obligations. The Receiving Party shall maintain as confidential and shall not disclose (except to those employees, subcontractors, attorneys, accountants and other advisors, or agents of the Receiving Party who need to know such information for purposes of this Agreement and who have in turn been advised of the confidentiality obligation hereunder), copy, or use for purposes other than in connection with use or provision of the Services as authorized hereunder, the Disclosing Party's Confidential Information. Each Party agrees to protect the other Party's Confidential Information with the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care). Neither Party shall disclose the terms of this Master Agreement or any Order Form to any third party other than its affiliates, legal counsel and accountants without the other Party's prior written consent. The Receiving Party shall be liable under this Agreement to the Disclosing Party for any use or disclosure of the Disclosing Party's Confidential Information in violation of this Agreement by the Receiving Party's employees, subcontractors, attorneys, accountants or other advisors, or agents.
6.4 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party's Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

7. Limited Warranties

7.1 Mutual Warranties. Each Party warrants to the other Party that (i) such Party has the right to enter into this Agreement and perform its obligations hereunder in the manner contemplated by this Agreement; and (ii) this Agreement does not conflict with any other agreement entered into by such Party.
7.2 Licensee Warranties. Licensee represents, warrants and covenants that it (i) will comply with all Applicable Laws with respect to its and its Authorized Users' access to and use of the Services; (ii) has received all third-party consents and certifications necessary for (a) the transmission of Licensee Data into the Karibu AI Services, and (b) Karibu AI to use the Licensee Data as permitted herein. Karibu AI is not responsible for ensuring that the Services or any portion thereof is in compliance with Licensee's criteria for legal compliance.
7.3 Karibu AI Warranties. Karibu AI warrants to Licensee that, when used in accordance with the Documentation, the Karibu AI Services will perform materially in compliance with the Documentation during the Subscription Term ("Services Warranty"). Karibu AI's sole obligation under the Services Warranty, and Licensee's sole and exclusive remedy for any breach of the Services Warranty, shall be for Karibu AI to perform its technical support obligations as set forth in Section 2.2.
7.4 Disclaimers. EXCEPT FOR THE SERVICES WARRANTY PROVIDED IN SECTION 7.3, Karibu AI EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SERVICES, ANY OTHER APPLICABLE SERVICE OR APPLICATION THROUGH WHICH THE SERVICES ARE PROVIDED, AND ANY INFORMATION, MATERIALS AND OTHER SERVICES PROVIDED HEREUNDER, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, LOSS OF OR DAMAGE TO LICENSEE DATA, LOSS OF BUSINESS OR LOST PROFITS. WITHOUT LIMITING THE FOREGOING, KARIBU AI DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL BE AVAILABLE, ERROR FREE, COMPLETELY SECURE, VIRUS FREE, OR WITHOUT INTERRUPTION, OR THAT THEIR FUNCTIONS WILL MEET ANY PARTICULAR REQUIREMENTS, OR THAT PROGRAM DEFECTS OR ERRORS ARE CAPABLE OF CORRECTION OR IMPROVEMENT. THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS AND KARIBU AI IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
7.5 Third Party Data and Non-Karibu AI Applications. The Karibu AI Services may allow access to Non-Karibu AI Applications, Content, data, information, materials or services disseminated by third-party sources. Licensee acknowledges that Karibu AI and its suppliers and licensors do not warrant or support, and disclaim responsibility for the use, content, accuracy, timeliness, completeness or availability of, such Non-Karibu AI Applications, Content, data, information, materials or services. Licensee is responsible for obtaining the licenses required for Licensee to access and use any such Non-Karibu AI Applications, Content, data, information, materials or services; and any acquisition by Licensee of such products or services, and any exchange of data between Licensee and any third-party provider, product or service, is solely between Licensee and the applicable third-party provider. Licensee USES SUCH NON-KARIBU AI APPLICATIONS, CONTENT, THIRD-PARTY DATA, INFORMATION, MATERIALS AND SERVICES AT ITS OWN RISK.
7.6 Integration with Non-Karibu AI Applications. The Karibu AI Services may contain features designed to interoperate with Non-Karibu AI Applications. Karibu AI cannot guarantee the continued availability of such Karibu AI Service features, and may cease providing them without entitling Licensee to any refund, credit, or other compensation, if for example and without limitation, the provider of a Non-Karibu AI Application ceases to make the Non-Karibu AI Application available for interoperation with the corresponding Karibu AI Service features in a manner acceptable to Karibu AI.

8. Indemnification

8.1 By Karibu AI. Karibu AI will defend Licensee against any claim, demand, suit or proceeding made or brought against Licensee by a third party alleging that the Karibu AI Services infringe or misappropriate such third party’s intellectual property rights (a “Claim Against Licensee”), and will indemnify Licensee from any damages, attorney fees and costs finally awarded against Licensee as a result of, or for amounts paid by Licensee under a settlement approved by Karibu AI in writing of, a Claim Against Licensee, provided Licensee (i) promptly gives Karibu AI written notice of the Claim Against Licensee, but failure to provide such notice shall not relieve Karibu AI of its indemnity obligations hereunder unless it is materially prejudiced thereby, (ii) gives Karibu AI sole control of the defense and settlement of the Claim Against Licensee (except that Karibu AI may not settle any Claim Against Licensee without Licensee’s approval unless it unconditionally releases Licensee of all liability), (iii) shall have the right, at its cost, to employ counsel of its choice to participate in the defense of such claim, and (iv) gives Karibu AI all reasonable assistance, at Karibu AI’s expense. If Karibu AI receives information about an infringement or misappropriation claim related to the Karibu AI Services, Karibu AI may in its discretion and at no cost to Licensee (a) modify the Karibu AI Services so that they are no longer claimed to infringe or misappropriate, (b) obtain a license for Licensee’s continued use of the Karibu AI Services in accordance with this Agreement, or (c) terminate Licensee’s subscriptions for the applicable Karibu AI Service upon thirty (30) days’ written notice and refund Licensee any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply if (1) the allegation does not state with specificity that the Karibu AI Services are the basis of the Claim Against Licensee; (2) a Claim Against Licensee arises from the use or combination of the Karibu AI Services or any part thereof with hardware, data, or processes not provided by Karibu AI, if the Karibu AI Services or use thereof would not infringe without such combination; (3) a Claim Against Licensee arises from Karibu AI Services under an Order Form for which there is no charge; or (4) a Claim against Licensee arises from Content, a Non-Karibu AI Application or Licensee’s breach of this Agreement, the Documentation or applicable Order Forms. This Section states Karibu AI’s sole liability to Licensee, and the Licensee’s exclusive remedy against Karibu AI, for any third party claim described in this Section.
8.2 By Licensee. Licensee will defend Karibu AI and its affiliates against any claim, demand, suit or proceeding made or brought against Karibu AI by a third party alleging (i) that any Licensee Data or Licensee’s use of Licensee Data with the Karibu AI Services, (ii) a Non-Karibu AI Application provided by Licensee, or (iii) the combination of a Non-Karibu AI Application provided by Licensee and used with the Karibu AI Services, infringes or misappropriates such third party’s intellectual property rights, or arising from Licensee’s use of the Karibu AI Services or Content in an unlawful manner or in violation of the Master Agreement, the Documentation, or Order Form (each a “Claim Against Karibu AI”), and will indemnify Karibu AI from any damages, attorney fees and costs finally awarded against Karibu AI as a result of, or for any amounts paid by Karibu AI under a settlement approved by Licensee in writing of, a Claim Against Karibu AI, provided Karibu AI (a) promptly gives Licensee written notice of the Claim Against Karibu AI, but failure to provide such notice shall not relieve Licensee of its indemnity obligations hereunder unless it is materially prejudiced thereby, (b) gives Licensee sole control of the defense and settlement of the Claim Against Karibu AI (except that Licensee may not settle any Claim Against Karibu AI without Karibu AI’s approval unless it unconditionally releases Karibu AI of all liability), (c) shall have the right, at its cost, to employ counsel of its choice to participate in the defense of such claim, and (d) gives Licensee all reasonable assistance, at Licensee’s expense. The above defense and indemnification obligations do not apply if a Claim Against Karibu AI arises from Karibu AI’s breach of this Master Agreement, the Documentation or applicable Order Forms. This Section states the Licensee’s sole liability to Karibu AI, and the Karibu AI’s exclusive remedy against Licensee, for any third party claim described in this Section.

9. Limitations of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY LOSS OF USE, LOSS OF DATA, LOSS OF BUSINESS OR LOSS OF PROFIT OR REVENUE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SERVICES AND/OR ANY OTHER SERVICES RENDERED HEREUNDER (HOWEVER ARISING, INCLUDING NEGLIGENCE), EVEN IF SUCH PARTY IS OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF SUCH DAMAGES. KARIBU AI’S TOTAL CUMULATIVE LIABILITY TO LICENSEE IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED AMOUNTS ACTUALLY PAID BY LICENSEE TO Karibu AI DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING ANY SUCH LIABILITY. NOTWITHSTANDING THE FOREGOING, NOTHING HEREIN SHALL LIMIT (I) LICENSEE’S LIABILITY ARISING FROM LICENSEE’S INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF KARIBU AI OR LICENSEE’S BREACH OF THE LICENSE TO THE SERVICES SET FORTH IN SECTION 2.1 OR (II) EITHER PARTY’S LIABILITY ARISING FROM SUCH PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD.

10. General

10.1 Assignment. Neither Party may assign this Agreement without prior written consent of the other, except in the event of a merger, consolidation or sale of all or substantially all of such Party’s assets to which this Agreement relates. Any attempt to assign this Agreement not in accordance with this Section 10.1 shall be null and void.
10.2 Force Majeure. Except with respect to the obligation of payment, neither Party will be in default or otherwise liable for any delay in or failure of its performance under this Agreement if such delay or failure arises by any reason beyond its reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, disease or pandemic, act of terror, strike or other labor problem (other than one involving Karibu AI’s employees), Internet service provider failure or delay, a Non-Karibu AI Application, or denial of service attack. The Parties will promptly inform and consult with each other as to any of the above causes, which in their judgment may or could be the cause of a substantial delay in the performance of this Agreement.
10.3 Governing Law. This Agreement is deemed to be made under and shall be interpreted in accordance with the laws of the State of California, excluding its conflict of laws provisions.
10.4 Arbitration. The Parties agree that any dispute, claim or controversy directly or indirectly relating to or arising out of this Agreement the termination or validity hereof, any alleged breach of this Agreement or the engagement contemplated hereby (any of the foregoing, a “Claim”) shall be submitted to Judicial Arbitration and Mediation Services (“JAMS”), or its successor, in San Francisco, California, for final and binding arbitration in front of a panel of three arbitrators with JAMS in San Francisco, California under the JAMS Comprehensive Arbitration Rules and Procedures (with each of Karibu AI and Licensee choosing one arbitrator, and the chosen arbitrators choosing the third arbitrator). The arbitrators shall, in their award, allocate all of the costs of the arbitration, including the fees of the arbitrators and the reasonable attorneys’ fees of the prevailing Party, against the Party who did not prevail. The award in the arbitration shall be final and binding. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§1–16, and judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof. Licensee and Karibu AI agree and consent to personal jurisdiction, service of process and venue in any federal or state court within the State and County of San Francisco in connection with any action brought to enforce an award in arbitration.
10.5 Independent Contractors. Licensee and Karibu AI are independent contractors and nothing in this Agreement will be deemed to create any agency, employee-employer relationship, partnership, or joint venture between the Parties. Except as otherwise specifically provided in this Agreement, neither Party will have or represent that such Party has the right, power or authority to bind, contract or commit the other Party or to create any obligation on behalf of the other Party.
10.6 Notices. All notices and consents required or permitted under this Agreement must be in writing and delivered personally, by registered or certified mail (with postage prepaid), by overnight courier, or via email. Notices will be effective upon receipt. Notices to Karibu AI must be addressed to the attention of its Chief Executive Officer, at the addresses specified on the first page of this Agreement. Either Party may update its notice address or email address by providing written notice of the new address or email address to the other Party.
10.7 Severability. If any provision of this Agreement is held by a court of law to be illegal, invalid, or unenforceable, the legality, validity, and enforceability of the remaining provisions of this Agreement will not be affected or impaired thereby and the illegal, invalid, or unenforceable provision will be deemed modified such that it is legal, valid, and enforceable and accomplishes the intention of the Parties to the fullest extent possible.
10.8 Waivers. The failure of either Party to enforce any provision of this Agreement, unless waived in writing by such Party, will not constitute a waiver of that Party’s right to enforce that provision or any other provision of this Agreement.
10.9 LIMITED REMEDIES. WITHOUT LIMITING ANYTHING IN THIS AGREEMENT, IT IS UNDERSTOOD AND AGREED BY THE PARTIES THAT EACH AND EVERY PROVISION OF THIS AGREEMENT WHICH PROVIDES LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES OR EXCLUSION OF DAMAGES (I) ARE A FUNDAMENTAL PART OF THE BASIS OF KARIBU AI’S BARGAIN HEREUNDER, AND KARIBU AI WOULD NOT ENTER INTO THIS AGREEMENT ABSENT SUCH LIMITATIONS, DISCLAIMERS AND EXCLUSIONS, AND (II) ARE INTENDED BY THE PARTIES TO BE ENFORCEABLE TO THE MAXIMUM ALLOWED BY APPLICABLE LAW, SEVERABLE AND INDEPENDENT OF ANY OTHER SUCH PROVISION AND TO BE ENFORCED AS SUCH. IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT IN THE EVENT ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL LIMITATIONS OF LIABILITY AND EXCLUSIONS OF DAMAGES SET FORTH HEREIN SHALL REMAIN IN EFFECT TO THE MAXIMUM ALLOWED BY APPLICABLE LAW.
10.10 Equitable Remedies. Each Party acknowledges that a breach of its obligations under this Agreement could cause irreparable harm to the other Party and that monetary damages may be difficult to ascertain. Therefore, without prejudice to the rights and remedies otherwise available to it, and notwithstanding anything to the contrary set forth herein, each Party shall be entitled to seek relief by way of injunction or specific performance in any court of competent jurisdiction without the need of posting a bond or other security. Seeking equitable remedies does not waive the obligation to arbitrate other disputes, as contemplated in Section 10.4.
10.11 No Third-Party Beneficiaries. This Agreement is made and entered into for the sole protection and benefit of the Parties hereto, and no other person or entity shall be a direct or indirect beneficiary of, or shall have any direct or indirect cause of action or claim in connection with this Agreement.
10.12 Remedies Cumulative. Unless explicitly stated otherwise, the enumeration herein of specific remedies shall not be exclusive of any other remedies. Any delay or failure by any Party to this Agreement to exercise any right, power, remedy or privilege herein contained, or now or hereafter existing under any applicable statute or law, shall not be construed to be a waiver of such right, power, remedy or privilege, nor to limit the exercise of such right, power, remedy, or privilege, nor shall it preclude the further exercise thereof or the exercise of any other right, power, remedy or privilege.
10.13 Entire Agreement. This Agreement supersedes all prior discussions, understandings and agreements with respect to its subject matter. Any terms on a purchase order, payment document, or other document submitted by Licensee shall be void and have no force or effect.
10.14 Non-Solicit. During the term of this Agreement and for a period of twelve (12) months thereafter, Licensee shall not directly or indirectly solicit for employment or engagement, or hire, any employee or contractor of Karibu AI, or encourage any employee or contractor Karibu AI to leave his/her employment or engagement with Karibu AI. Nothing in this Section 10.14 shall prohibit Licensee from soliciting or hiring any person who responds to a general advertisement or solicitation not specifically directed at employees or contractors of Karibu AI.
10.15 Export Compliance. The Services, Content, other Karibu AI technology, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Karibu AI and Licensee each represent that it is not named on any U.S. government denied-party list. Licensee will not permit any Authorized User to access or use the Services or Content in a U.S.-embargoed country or region or in violation of any U.S. export law or regulation.
10.16 Anti-Corruption. Neither Party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other Party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.
10.17 Order of Precedence. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) this Master Agreement, and (3) the Documentation.
10.18 Interpretation. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.

10. Contact Information

For any questions regarding this Agreement, please contact:

support@karibu.ai