Version 20260525

This Main Services Agreement (“MSA”) governs Customer’s access to and use of the Services and is entered into by and between Uniphore Technologies North America, Inc. (“Uniphore”) and the entity or individual identified in the applicable Order Form (“Customer”). This MSA, together with all Order Forms, Statements of Work, and all addenda, policies, and documents referenced in this Agreement (including the Acceptable Use Policy, DPA, AI Terms Addendum, and any Product Addenda), is incorporated by reference (collectively, the “Agreement”) and applies to all access to and use of the Services. The “Effective Date” of this Agreement is the date Customer first agrees to this Agreement or first accesses or uses the Services, whichever occurs earlier. By accessing or using the Services, Customer agrees to be bound by this Agreement. If Customer is agreeing to this Agreement on behalf of an entity, Customer represents and warrants that it has authority to bind such entity.

1. DEFINITIONS

“Acceptable Use Policy” or“AUP” means Uniphore’s acceptable use policy located at https://www.uniphore.com/legal/AUP, as may be updated from time to time.

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where ‘control’ means ownership of more than fifty percent (50%) of the voting securities or equivalent voting interest.

“Agreement Term” means the period commencing on the Effective Date and continuing until there have been no Order Forms in effect for a period of thirty (30) consecutive days.

“AI Agent” means a purpose-built AI-powered agent developed using the Platform Services that is configured to perform automated functions, workflows, or multi-step processes. 

“AI Terms Addendum” means Uniphore’s addendum governing AI-specific terms, including model governance,  compliance obligations, training data practices, and related matters, located at https://www.uniphore.com/legal/aiterms, as may be updated from time to time.

“Commercial Deployment” means Customer’s use of the Platform Services to provide or make available capabilities or automated services to third parties (including End Customers), whether in Customer’s own applications or products. Commercial Deployment does not include Customer’s internal use of the Platform Services.

“Confidential Information” means any non-public information disclosed by one Party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Customer Data is Customer’s Confidential Information. The Services, Platform Services, Documentation, and Uniphore Technology constitute Confidential Information of Uniphore. The terms and pricing of this Agreement are Confidential Information of both Parties.

“Covered Claim” means any third-party claim arising from: (a) Customer Data, Customer Materials, or Customer Artifacts; (b) Customer’s breach of Section 2.2 or the Acceptable Use Policy; (c) Customer’s violation of applicable law; or (d) Customer’s configurations or instructions, in each case to the extent such claim arises from Customer’s design, training, deployment, or use thereof in violation of applicable law or third-party rights.

“Customer Artifacts” means any models (including Small Language Models), configurations, workflows, applications, or other artifacts created or developed by or on behalf of Customer using the Platform Services.

“Customer Data” means any data, content, or materials that Customer or its End Users submit to the Services.

“Customer Materials” means any materials, content, specifications, or instructions provided by Customer to Uniphore in connection with Professional Services. Customer Materials are distinct from Customer Data and do not include data or content submitted by Customer or its End Users directly to the Platform Services.

“Customer Private Cloud” means a deployment mode in which the Platform Services are hosted within Customer’s own cloud tenant on third-party infrastructure (such as Customer’s AWS, Azure, or GCP environment) that is operated and controlled by Customer, not Uniphore.

“Data Protection Laws” means all applicable laws and regulations relating to the processing of personal data and privacy, including the EU General Data Protection Regulation (2016/679) (GDPR), the California Consumer Privacy Act (CCPA), and any other similar data protection legislation applicable to either Party.

“Deliverables” means any reports, documentation, integrations, or other work product created by Uniphore for Customer in connection with Professional Services, excluding any Customer Artifacts.

“Documentation” means Uniphore’s standard user guides, online help, and technical documentation for the Services made generally available to customers.

“DPA” means the Data Processing Addendum located at https://www.uniphore.com/legal/DPA, as may be updated from time to time.

“End Customers” means third parties who interact with AI Agents or SLMs that Customer has deployed in Customer’s own applications or products, but who do not have direct access to the Platform Services. End Customers are not End Users under this Agreement.

“End User” means any individual authorized by Customer to access or use the Platform Services directly on Customer’s behalf, including Customer’s employees, contractors, and agents, including those who access the Platform Services to build, configure, or test AI Agents or SLMs. End Users do not include End Customers.

“Feedback” means any suggestions, ideas, or feedback regarding the Services provided by Customer to Uniphore.

“Fees” means all fees payable by Customer for the Services as set forth in the applicable Order Form.

“Intellectual Property Rights” means all patents, copyrights, trademarks, trade secrets, and other intellectual property rights, including all applications and registrations therefor.

“On-Premises Deployment” means a deployment mode in which the Platform Services are hosted on Customer’s own physical or virtual infrastructure operated and controlled by Customer, not Uniphore.

“Order Form” means an ordering document executed by both Parties that references this Agreement and specifies the Services, Fees, Subscription Term, and other terms applicable to Customer’s purchase.

“Outputs” means any content, text, data, analysis, or results generated by the Platform Services in response to Customer’s or End Users’ prompts or inputs. Outputs generated outside the Platform Services environment are not Outputs under this Agreement.

“Personal Data” means any information relating to an identified or identifiable natural person that is processed by the Services, as further defined in the DPA and applicable Data Protection Laws.

“Platform Services” means Uniphore’s proprietary AI platform made available as a platform-as-a-service (PaaS), together with any standalone applications or software-as-a-service offerings made available by Uniphore, and any related tools, APIs, SDKs, and Documentation, in each case as specified in an applicable Order Form.

“Product Addendum” means any product-specific terms and conditions attached to or referenced in an Order Form.

“Professional Services” means implementation, configuration, integration, training, customization, and other professional services provided by Uniphore as described in a Statement of Work.

“Services” means, collectively, the Platform Services, Professional Services, support services, and any other services specified in the applicable Order Form.

“Small Language Model” or “SLM” means a custom language model fine-tuned or trained using the Platform Services, in whole or in part on Customer Data.

“Statement of Work” or “SOW” means a document executed by both Parties that describes Professional Services to be performed, deliverables, timelines, and associated fees.

“Subscription Term” means the period during which Customer is authorized to access and use the Services under a specific Order Form, as specified in that Order Form. Multiple Subscription Terms may be in effect simultaneously under this Agreement, each governed by its respective Order Form. Expiration of a Subscription Term does not terminate this Agreement or any other active Order Form.

“Third-Party Applications” means software applications, tools, services, and other products made by third parties that Customer chooses to connect to or use in conjunction with the Platform Services, whether via API, connector, or other means. Third-Party Applications are not part of the Services.

“Uniphore Cloud” means a deployment mode in which the Platform Services are hosted on infrastructure operated and controlled by Uniphore. Uniphore Cloud is the default deployment mode unless otherwise specified in the applicable Order Form.

“Uniphore Technology” means the Platform Services, and all related technology, software, platforms, tools, models, algorithms, training data, methodologies, and know-how owned by or licensed to Uniphore, including any improvements, enhancements, or derivative works of the foregoing.

2. SERVICES AND LICENSE

2.1 Provision of Services.

Uniphore will provide the Services to Customer in accordance with this Agreement and the applicable Order Form during the applicable Subscription Term, including support as described in Uniphore’s then-current Service Level Agreement located at https://www.uniphore.com/legal/SLA. Subject to the terms of this Agreement, Customer may: (a) access and use the Platform Services for Customer’s internal business purposes, Commercial Deployment as permitted under Section 2.4, and as otherwise expressly authorized in the applicable Order Form or Product Addendum; (b) permit End Users to access and use the Platform Services in accordance with this Agreement; (c) use the Documentation in connection with the foregoing; and (d) build, configure, and deploy AI Agents and SLMs using the Platform Services. All rights not expressly granted are reserved by Uniphore.

Customer may have the option to access and use certain Third-Party Applications (such as applications that integrate with the Platform Services via opt-in or APIs, as further described in the applicable Documentation). Customer’s use of any Third-Party Applications is at its sole risk, governed solely by the applicable third-party terms, and Uniphore has no liability for Third-Party Applications, including for security incidents, data loss, or service failures caused thereby.

Certain Platform Services may require Customer to install software components, agents, or connectors provided by Uniphore. Subject to this Agreement, Uniphore grants Customer a limited, non-exclusive, non-transferable license to use such software solely in connection with the Platform Services during the applicable Subscription Term.

2.2 Use Restrictions and Customer Responsibilities. Customer will comply with the Acceptable Use Policy. Customer will not, and will not permit any third party to: (a) sublicense, sell, resell, or distribute the Services or access thereto; (b) reverse engineer, disassemble, or decompile the Services or any underlying models or algorithms; (c) use the Services to build a competitive product or service, or to develop, train, or improve any artificial intelligence or machine learning model or system that competes with Uniphore’s products or services; or (d) transmit malicious code or interfere with the integrity of Uniphore’s systems. Additional use obligations are set forth in the Acceptable Use Policy.

2.3 Affiliates. Customer Affiliates identified in an Order Form may access the Services under this Agreement; Customer’s responsibility for Affiliate and contractor use is governed by Section 2.9. Customer may permit its contractors to access the Services solely on Customer’s behalf, and Customer will remain responsible for such contractor’s acts or omissions.

2.4 Commercial Deployment. Customer may use the Platform Services for Commercial Deployment, subject to the following: (a) Customer is solely responsible for all aspects of its Commercial Deployment, including the design, development, safety, accuracy, and legality of any AI Agents or SLMs deployed to or otherwise used by End Customers whether directly or indirectly; (b) Customer must maintain its own terms of service with End Customers, and such terms must not purport to bind Uniphore or create obligations on Uniphore and must not be inconsistent with this Agreement; (c) Uniphore’s obligations with respect to End Customers are as set forth in Section 2.10; and (d) Commercial Deployment may be subject to additional terms in an applicable Order Form or Product Addendum. Customer will not provide access to or make available any AI Agents, Outputs, or Customer Artifacts to End Customers except pursuant to terms that comply with this Section.

2.5 Product-Specific Terms. Certain Services may be subject to additional terms set forth in a Product Addendum or the AI Terms Addendum. Product Addenda and the AI Terms Addendum apply when the applicable Services are ordered.

2.6 Beta and Evaluation Services.

Any beta, evaluation, trial, or proof-of-concept versions of the Services (“Beta Services”) are provided “as-is” and “as available,” without warranty, SLA, support obligation, or liability of any kind. Beta Services are experimental, may contain errors or defects, and may be modified or discontinued at any time without notice. Customer’s use of Beta Services is at its sole risk and solely for evaluation purposes, not production use.

2.7 Hosting Environment. The Platform Services are deployed in one of three modes as specified in the Order Form: Uniphore Cloud (default), Customer Private Cloud, or On-Premises Deployment (together, “Customer-Controlled Environments” for the latter two). For Customer-Controlled Environments: (a) Uniphore is not responsible for infrastructure or environments outside Uniphore’s direct control; (b) Customer is solely responsible for environment readiness, security, patching, availability, and legal compliance unless otherwise expressly agreed in writing; (c) Uniphore’s warranties, SLAs, and operational commitments apply only to Uniphore Technology components, not the Customer-Controlled Environment; and (d) additional terms are set forth in the applicable On-Premises and Private Cloud Addendum.

2.8 Cloud Operations and Data Residency. For Uniphore Cloud deployments, Uniphore controls the cloud architecture, infrastructure providers, and hosting regions in its sole discretion. Nothing in this Section 2 guarantees availability, uptime, or performance beyond what is expressly stated in the applicable Order Form or SLA. Customer may specify a preferred geographic region for data storage in the Order Form; data residency obligations apply only if expressly specified on the Order Form. If no region is specified, Customer Data will be stored in a region determined by Uniphore.

2.9 Accounts and Responsibility for Use. Customer is responsible for all use of the Services under its accounts, including by its End Users, Affiliates, contractors, and any other persons who access the Services through Customer’s accounts, whether or not authorized by Customer, and for all configurations, applications, and workflows it builds or deploys using the Services. Customer will ensure that End Users maintain the confidentiality of login credentials and will promptly notify Uniphore of any unauthorized access or use. Uniphore is not responsible for unauthorized access resulting from Customer’s failure to safeguard account credentials or for any actions taken through Customer’s accounts.

2.10 No Obligations to End Customers. Uniphore has no direct contractual relationship with End Customers and assumes no obligations to them. Customer is solely responsible for its End Customers, including governing their interactions with any applications, workflows, or services Customer deploys using the Services, obtaining any required consents, and complying with all applicable laws governing Customer’s relationship with End Customers.

3. PROFESSIONAL SERVICES. Uniphore will provide Professional Services as described in the applicable SOW. Any scope changes require a written change order signed by both Parties. Customer will provide access, information, resources, personnel, and decisions as necessary for Uniphore to perform. If Uniphore determines Customer’s cooperation is insufficient, resulting delays or additional effort are not Uniphore’s responsibility and may require a change order. Customer’s failure to cooperate does not excuse payment obligations or extend timelines without Uniphore’s written agreement. Unless the applicable SOW specifies acceptance criteria, Deliverables are deemed accepted upon delivery.

4. FEES AND PAYMENT

4.1 Fees and Invoicing.

Customer will pay all Fees specified in the applicable Order Form, including any applicable usage-based fees set forth therein. Unless otherwise stated, Fees are quoted in United States dollars and are exclusive of taxes. All Order Forms are non-cancelable and all Fees are non-refundable, except as expressly provided in Sections 8.2, 9.4, or 12.9. Uniphore will invoice Customer as specified in the Order Form. For Prepaid Services (as designated in the applicable Order Form), all Fees are due and payable in full prior to Uniphore’s provisioning of access to the applicable Services. For all other Services, payment is due within net thirty (30) days of the invoice date. Late payments accrue interest at 1.5% per month or the maximum rate permitted by law.

Customer is responsible for all sales, use, and similar taxes (excluding taxes on Uniphore’s income). If Customer must withhold taxes, Customer will gross up payments so Uniphore receives the full amount. Where Fees include usage-based components, Uniphore’s measurement is authoritative absent manifest error, and Customer is responsible for monitoring its own usage. If Uniphore omits applicable taxes from an invoice, Uniphore may issue a corrected or supplemental invoice for such taxes at any time, and Customer shall pay such amounts within thirty (30) days of the corrected or supplemental invoice date.

4.2 Payment Disputes and Suspension.

If Customer believes an invoice contains an error, Customer must notify Uniphore in writing within thirty (30) days of the invoice date, specifying the disputed amount and basis (a “Payment Dispute”). Uniphore will not, for thirty (30) days following notification of a Payment Dispute, exercise suspension rights under this Section with respect to the disputed amount. Customer must pay undisputed amounts by the due date. If the parties cannot resolve a Payment Dispute within thirty (30) days, either party may seek available remedies. If Customer fails to pay undisputed Fees when due, Uniphore may suspend access upon fifteen (15) days’ notice. Uniphore may also suspend access pursuant to Section 11.2. All payments due under this Agreement shall be made without any right of set-off, deduction, counterclaim, or withholding of any kind, except as expressly required by applicable law.

5. PROPRIETARY RIGHTS

5.1 Customer Ownership. As between the parties, Customer owns all Customer Data, Outputs, and Customer Artifacts. Customer’s ownership of Customer Artifacts does not include any ownership or other rights in any models or other components of the Services used to generate or support such Customer Artifacts, whether provided by Uniphore or third parties.

5.2 Uniphore Ownership. As between the parties, Uniphore owns all right, title, and interest in and to the Services, Deliverables, and Uniphore Technology, including all Intellectual Property Rights therein and all improvements, enhancements, and derivative works thereof. Uniphore retains all rights in its methods, techniques, processes, and know-how used to provide the Services or develop Deliverables or Customer Artifacts. Except as expressly set forth in this Agreement, neither party assigns or transfers to the other any right, title, or interest in any technology, content, or intellectual property owned or controlled by such party prior to the Effective Date or developed independently of this Agreement. Customer’s ownership of Customer Artifacts does not include any Uniphore Technology incorporated therein, which remains subject to the license in Section 5.3.

5.3 License and Use. Subject to this Agreement, Uniphore grants Customer a non-exclusive, worldwide, non-transferable right to access and use the Services for its internal business purposes and Commercial Deployment. Customer may use Deliverables solely in connection with its use of the Services. Uniphore may use any Feedback without restriction or obligation to Customer.

5.4 Use of Data. Customer grants Uniphore a non-exclusive, royalty-free license to use Customer Data in de-identified and aggregated form to improve, develop, and benchmark the Services. Uniphore will not use Customer Data to train or fine-tune foundation models made generally available to other customers without Customer’s prior written consent. Uniphore may also collect and use platform-generated operational data (including usage telemetry, performance metrics, system logs, and interaction metadata) to operate, maintain, secure, and monitor the Services; such data is generated by Uniphore’s own systems in the course of providing the Services, does not constitute Customer Data, and is not subject to the license restrictions in this Section.

6. CONFIDENTIALITY. Each Party will: (a) protect the other Party’s Confidential Information using at least the same degree of care it uses for its own, but no less than reasonable care; and (b) use Confidential Information only for purposes of this Agreement. A Party may disclose Confidential Information to employees, contractors, and advisers with a need to know, provided they are bound by equivalent confidentiality obligations. Confidential Information excludes information that: (i) becomes publicly known without fault of the receiving Party; (ii) was known to the receiving Party prior to disclosure; (iii) is obtained from a third party without restriction; or (iv) is independently developed without use of Confidential Information. A Party may disclose Confidential Information as required by law, provided it gives prompt notice (where permitted) and cooperates in seeking protective treatment. Notwithstanding any other provision of this Agreement, obligations with respect to Confidential Information that constitutes a trade secret shall survive until such information no longer qualifies as a trade secret under applicable law. Upon written request by the disclosing Party, the receiving Party will promptly return or destroy the disclosing Party’s Confidential Information and certify such action in writing; provided that the receiving Party may retain copies archived in automated backup systems, which shall remain subject to the confidentiality obligations herein.

7. DATA PROTECTION AND SECURITY

7.1 Data Processing and Security. To the extent Uniphore processes Personal Data on behalf of Customer, the DPA applies. Uniphore will maintain appropriate technical and organizational measures to protect Customer Data. Data protection obligations apply only to the extent required by applicable Data Protection Laws based on Customer’s actual use of the Services; GDPR obligations apply only where subject to EU/EEA law; HIPAA obligations apply only where Customer has executed a Business Associate Agreement (BAA) with Uniphore. Customer must not submit protected health information (PHI) under HIPAA or payment card data subject to PCI-DSS to the Services unless the applicable Services are identified in the Order Form as certified and scoped for the applicable compliance requirement and, for PHI, Customer has executed a BAA with Uniphore. If Customer submits PHI or payment card data in violation of this requirement, Customer bears sole responsibility for any resulting non-compliance.

7.2 Customer Responsibilities. Where Customer uses the Platform Services for Commercial Deployment, Customer’s responsibilities with respect to End Customers are governed by Section 2.10. Customer remains solely responsible for compliance with all applicable data protection and privacy laws governing its interactions with End Customers, including obtaining all required consents, providing required disclosures, and maintaining appropriate data processing agreements with End Customers. Customer Data that flows through Third-Party Applications or that is processed within Customer-Controlled Environments (including any applications, configurations, or workflows Customer deploys in its own applications or products, and including any actions executed by Platform Services agentic capabilities in Customer’s external systems or third-party applications) exits Uniphore’s security boundary, and Customer is solely responsible for the security and outcomes of any such data or actions. Uniphore has no liability for data processed in violation of this Section 7. Uniphore is not responsible for any failure or degradation of the Services to the extent caused by Customer’s deletion, modification, or restriction of Customer Data or other materials necessary for the operation of the Services.

8. WARRANTIES

8.1 Mutual Warranties. Each Party represents and warrants that: (a) it has the legal power and authority to enter into this Agreement; (b) this Agreement constitutes a valid and binding obligation; and (c) the execution and performance of this Agreement does not conflict with any other agreement to which it is a party.

8.2 Uniphore Warranties. Uniphore warrants that: (a) during the applicable Subscription Term, the Platform Services will perform materially in accordance with the Documentation, as updated from time to time in accordance with this Agreement, and Uniphore will not knowingly introduce malicious code into the Services; and (b) Professional Services will be performed in a professional and workmanlike manner consistent with industry standards. Customer must notify Uniphore in writing of any warranty claim within thirty (30) days of discovering the non-conformance. For a breach of clause (a), Customer’s exclusive remedy is, at Uniphore’s option, correction of the non-conformity or termination of Customer’s access to the affected Services under the applicable Order Form and refund of any prepaid Fees attributable to such Services for the remaining portion of the applicable Subscription Term; Uniphore will have thirty (30) days from receipt of notice to correct before Customer may elect termination and refund, provided that for Customer-Controlled Environments such cure period is ninety (90) days. For Customer-Controlled Environments, Uniphore’s cure obligation is limited to defects in the Uniphore Technology components and does not require Uniphore to remediate defects attributable to the Customer-Controlled Environment or Customer’s infrastructure. For a breach of clause (b), Customer’s exclusive remedy is re-performance of the non-conforming Professional Services or, if re-performance is not commercially practicable, a refund of the prepaid, unused Professional Services fees attributable to the non-conforming services under the applicable Statement of Work.

8.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES AND ALL OUTPUTS ARE PROVIDED ‘AS IS.’ UNIPHORE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. UNIPHORE DOES NOT WARRANT THAT OUTPUTS WILL BE ACCURATE, COMPLETE, LAWFUL, OR FREE OF THIRD-PARTY CLAIMS. CUSTOMER ASSUMES, AND UNIPHORE IS NOT LIABLE FOR, ANY AND ALL RISK ARISING FROM ITS USE OF OR RELIANCE ON OUTPUTS.

9. INDEMNIFICATION

9.1 By Uniphore. Uniphore will defend Customer against any third-party claim alleging that Customer’s use of the Platform Services in the form provided by Uniphore, without modification, and in accordance with the Documentation, infringes any intellectual property right of such third party, and will indemnify Customer for any damages finally awarded by a court of competent jurisdiction (or settlement amounts approved by Uniphore in writing). This obligation does not apply to claims arising from: (a) Customer Data, Customer Materials, or Customer Artifacts; (b) modifications or customizations made by or at the direction of Customer; (c) combination with Third-Party Applications or other products not provided by Uniphore; (d) use of the Platform Services other than as authorized; (e) continued use of the Platform Services after Uniphore provides a non-infringing alternative; or (f) any Output, except to the extent such claim arises solely from the Platform Services, as provided by Uniphore. THIS SECTION 9.1 SETS FORTH CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, AND UNIPHORE’S SOLE AND EXCLUSIVE LIABILITY, FOR ANY CLAIMS OF INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS.

9.2 By Customer. Customer will defend and indemnify Uniphore and its officers, directors, and employees against any Covered Claim, and will pay any damages finally awarded or settlement amounts approved by Customer resulting from such claim. Customer’s indemnification obligations do not apply to the extent a claim arises from the Platform Services or Uniphore Technology itself, as provided by Uniphore, independent of Customer Data, Customer Materials, or Customer’s specific configurations, instructions, or use of the Services.

9.3 Procedures. The indemnifying Party’s obligations are conditioned on: (a) prompt written notice of the claim, provided that failure to provide timely notice only relieves the indemnifying Party of its obligations to the extent it is materially prejudiced by such failure; (b) sole control over the defense and settlement; and (c) reasonable cooperation from the indemnified Party at the indemnifying Party’s expense. The indemnified Party may participate in the defense at its own expense. The indemnifying Party may not settle any claim in a manner that admits fault or imposes obligations on the indemnified Party without prior written consent.

9.4 Mitigation. If the Platform Services are, or in Uniphore’s reasonable opinion are likely to become, the subject of an infringement claim, Uniphore may, at its option and expense: (a) procure the right for Customer to continue using the Services; (b) modify the Services to make them non-infringing; or (c) if neither (a) nor (b) is commercially practicable, terminate Customer’s access to the affected Services under the applicable Order Form and refund any prepaid Fees attributable to such Services for the remaining portion of the applicable Subscription Term.

10. LIMITATION OF LIABILITY

10.1 Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

10.2 Cap on Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO UNIPHORE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10.3 Excluded Claims. The limitations in Section 10.2 do not apply to: (a) Uniphore’s indemnification obligations under Section 9.1; (b) Customer’s indemnification obligations under Section 9.2; or (c) liability that cannot be excluded or limited by applicable law. All claims arising from the same or related facts, circumstances, events, or series of transactions shall be treated as a single claim for purposes of calculating the cap in Section 10.2. FOR THE AVOIDANCE OF DOUBT, UNIPHORE HAS NO LIABILITY TO END CUSTOMERS UNDER ANY THEORY, AND END CUSTOMERS ARE NOT THIRD-PARTY BENEFICIARIES OF THIS AGREEMENT.

10.4 Acknowledgment of Risk Allocation. The limitations in this Section 10 reflect a negotiated allocation of risk between sophisticated parties represented by counsel, form an essential basis of the bargain, and are reflected in the Fees. These limitations apply notwithstanding any failure of essential purpose of any limited remedy. If any limitation is held unenforceable it shall be reformed to the minimum extent necessary rather than voided.

11. TERM AND TERMINATION

11.1 Agreement Term and Termination. This Agreement commences on the Effective Date and will remain in effect in accordance with the Agreement Term. Either Party may terminate this Agreement or any Order Form: (a) upon thirty (30) days’ written notice and opportunity to cure if the other Party materially breaches this Agreement and fails to cure such breach within such thirty (30) day period; or (b) immediately upon written notice if the other Party becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings. Unless either Party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current Subscription Term, each Subscription Term will automatically renew for a successive equal period. Unless the Order Form specifies renewal pricing, Uniphore may adjust pricing for any renewal term upon at least thirty (30) days’ prior written notice to Customer.

11.2 Suspension. Uniphore may suspend Customer’s access to the Services: (a) as provided in Section 4.2 (Payment Disputes and Suspension); (b) if Customer or any End User violates the Acceptable Use Policy or Section 2.2 (Use Restrictions and Customer Responsibilities); (c) if Customer’s use of the Services poses a material security risk to Uniphore or its other customers; or (d) if required by law or at the direction of a governmental authority. Uniphore will use commercially reasonable efforts to provide notice before any suspension and to restore access as soon as reasonably practicable.

11.3 Effect of Termination. Upon termination or expiration of this Agreement or any Order Form: (a) all rights granted to Customer under such Order Form will terminate; (b) Customer will cease all use of the Services under such Order Form; (c) each Party will return or destroy the other Party’s Confidential Information; and (d) upon Customer’s written request made within thirty (30) days after termination, Uniphore will make Customer Data available for export in a standard format. Following such thirty (30) day period, Uniphore will delete Customer Data within ninety (90) days in accordance with its standard practices. To the extent Customer has deployed AI Agents or SLMs that operate independently of ongoing connectivity to the Platform Services, such deployments are not directly affected by termination. However, Customer’s right to access the Platform Services, including to update, modify, retrain, or maintain any such deployments, will cease upon termination, and any functionality that requires continued access to the Platform Services will no longer be available.

11.4 Survival. The following Sections will survive any termination or expiration of this Agreement: 1 (Definitions), 4 (Fees and Payment, to the extent of unpaid amounts), 5 (Proprietary Rights), 6 (Confidentiality), 8.2 (Uniphore Warranties, to the extent of claims arising prior to termination), 8.3 (Disclaimer), 9 (Indemnification), 10 (Limitation of Liability), 11.3 (Effect of Termination), 11.4 (Survival), and 12 (General Provisions).

12. GENERAL PROVISIONS

12.1 Governing Law and Contracting Entity. This Agreement is governed by the laws of the State of California, without regard to its conflict of laws principles. Except for disputes submitted to arbitration under Section 12.2 and proceedings for injunctive relief permitted under Section 12.2, any dispute subject to court proceedings shall be brought exclusively in the state or federal courts located in Santa Clara County, California, and each Party irrevocably consents to the personal jurisdiction and venue of such courts. The Uniphore contracting entity for all purposes under this Agreement is Uniphore Technologies North America, Inc.

12.2 Dispute Resolution and Injunctive Relief. Before initiating litigation or arbitration, the Parties will attempt in good faith to resolve any dispute through escalation to senior management. Any dispute not resolved within thirty (30) days may be submitted to binding arbitration administered by JAMS under its Comprehensive Arbitration Rules. Notwithstanding the foregoing, either Party may seek preliminary and permanent injunctive relief in any court of competent jurisdiction for any actual or threatened breach of Section 6 (Confidentiality) or Section 9.1.

12.3 Notices. All notices under this Agreement must be in writing and will be deemed given when: (a) delivered personally; (b) sent by confirmed email to the address specified in the Order Form; or (c) three (3) days after being sent by certified mail, return receipt requested. Notices to Uniphore must be sent to [email protected]. Notices to Customer will be sent to the address specified in the applicable Order Form.

12.4 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement without consent: (a) to an Affiliate; or (b) to a successor in interest in connection with a merger, acquisition, change of control, or sale of all or substantially all of its assets or the business line to which this Agreement relates, upon written notice to the other Party. Any purported assignment in violation of this Section is void.

12.5 Entire Agreement and Order of Precedence. The Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior or contemporaneous agreements, proposals, representations, and understandings, whether written or oral. In the event of a conflict, the following order of precedence applies (from highest to lowest): (a) the DPA (for data protection matters only); (b) provisions in an Order Form that expressly state intent to override a specific provision of this Agreement; (c) this Agreement; (d) the SOW; (e) the AI Terms Addendum; (f) the applicable Product Addendum; and (g) incorporated policies. All addenda, policies, and documents referenced in this Agreement, including the Acceptable Use Policy, DPA, AI Terms Addendum, and any Product Addenda, are incorporated into this Agreement by reference.

12.6 Audit. Uniphore may, no more than once every twelve (12) months, verify Customer’s compliance with this Agreement upon reasonable advance written notice during business hours. If an audit reveals that Customer has underpaid Fees or exceeded its license scope, Customer will promptly pay the applicable Fees plus interest and will bear the reasonable costs of the audit. If an audit reveals no material underpayment or overuse, Uniphore will bear the reasonable costs of the audit.

12.7 Export Controls and Compliance. Each Party will comply with all applicable export control, economic and trade sanctions, and import laws and regulations, including the U.S. Export Administration Regulations (EAR), the International Traffic in Arms Regulations, and the regulations administered by the U.S. Office of Foreign Assets Control (OFAC), and any applicable non-U.S. export control laws (collectively, “Export Control Laws”). Customer represents and warrants that: (a) Customer is not located in, organized under the laws of, or ordinarily resident in any country or territory that is subject to comprehensive export controls or a comprehensive U.S. government embargo or sanctions program (including, as of the Effective Date, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine); (b) Customer is not listed on, and is not majority-owned or controlled, directly or indirectly, by any entity listed on, any U.S. government restricted party list, including the Specially Designated Nationals and Blocked Persons List (SDN List), the Entity List, the Denied Persons List, or the Debarred List; (c) Customer will not export, re-export, transfer, or otherwise make the Services available to any person, entity, or destination in violation of Export Control Laws; (d) Customer will not use the Services for any prohibited end use, including, but not limited to, the development, production, or proliferation of weapons of mass destruction, missile technology, or military end uses in restricted countries; and (e) Customer will promptly notify Uniphore if Customer becomes aware of any actual or potential violation of Export Control Laws in connection with its use of the Services. Uniphore may immediately suspend or terminate Customer’s access to the Services if Uniphore reasonably determines that continued provision of the Services would violate Export Control Laws. The Parties acknowledge that AI models, training data, and related technology may be subject to evolving Export Control Laws including AI-specific export controls (i.e. AI-specific export control classification numbers); the Parties will cooperate in good faith to comply with any such controls as they are enacted. The Services are “commercial items” as defined in 48 C.F.R. 2.101; U.S. Government rights are limited to those granted herein.

12.8 Publicity. Each Party may use the other Party’s name and logo in factually accurate statements, press releases, case studies, and marketing materials, subject to the other Party’s then-current trademark guidelines. Either Party may request that the other Party cease any specific use of its name or logo at any time upon written notice, and the other Party shall comply within ten (10) business days of receipt of such notice.

12.9 Amendments and Waivers. This MSA may only be amended by a written instrument signed by authorized representatives of both Parties; provided, however, that Uniphore may update the Acceptable Use Policy, AI Terms Addendum, DPA, and other incorporated policies or addenda from time to time upon notice to Customer, which may be provided by posting an updated version of the Agreement or through other reasonable means, and Customer’s continued use of the Services constitutes acceptance of such updates, provided that such updates do not materially diminish Customer’s rights or Uniphore’s obligations during the then-current Subscription Term. No waiver of any right or remedy is effective unless made in writing and signed by an authorized representative of the waiving Party. Failure to enforce any provision is not a waiver of future enforcement. If an update to the Acceptable Use Policy or other incorporated terms materially restricts Customer’s permitted use of the Services, and Customer reasonably determines that it can no longer use the Services as contemplated by the applicable Order Form, Customer may terminate the affected Order Form upon written notice and receive a refund of any prepaid Fees for the remaining portion of the applicable Subscription Term.

12.10 Miscellaneous. Uniphore may use subcontractors, provided Uniphore remains responsible for their performance. Neither Party is liable for delays due to causes beyond its reasonable control (excluding payment obligations). The Parties are independent contractors; nothing creates a partnership, joint venture, or agency, and neither Party may bind the other contractually. There are no third-party beneficiaries to this Agreement, including End Customers. If any provision is held invalid or unenforceable, it shall be reformed to the minimum extent necessary to make it enforceable; all remaining provisions continue in full force. Section headings are for convenience only and do not affect interpretation. This Agreement shall not be construed against either Party as drafter. This Agreement may be executed in counterparts, including by electronic signature (including via DocuSign or similar platforms), each of which is an original and together constitute one agreement.