Last Updated: February 14, 2023

This Master Service Agreement (“MSA”) sets forth the particular terms on which the Parties have agreed to govern their contractual relationship as described in an Order Form signed by the parties and referencing this MSA. For good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows:

1. DEFINITIONS

   Capitalized terms not otherwise defined on the Order Form or elsewhere in this Agreement shall have the meanings as set forth in Exhibit A.

2. LICENSE AND USE

   1. License of Client Solution(s).

      Licensor grants a non-exclusive, worldwide, royalty-free license to use, distribute, display, load, run and transmit the Client Solution and Licensee Materials to Eligible Users within the Permitted Use. All rights, title and interest not expressly granted to Licensee are reserved by the Licensor. Licensor reserves the right to modify, enhance, or update the Client Solution or any information or intellectual property contained therein in its sole discretion, in order to keep the information accurate and “up-to-date,” provided that any such modification does not materially and adversely affect the ability of Licensee to utilize the Client Solution. This grant of rights is subject to any technical limitations described in the Documentation. Licensee and / or its Administrative Users will use the Client Solutions solely for internal business purposes. Furthermore, if permitted within its Permitted Use, the Licensee may only grant Eligible Users the right to use the Client Solutions solely for their own personal use. Licensee will not use the Client Solutions for purposes of creating competing solutions and/or services.

   2. Sublicense, Sale or Re-Distribution of Client Solution(s).

      Except as may be expressly set forth in this Agreement, Licensee may not sell, sublicense, or otherwise redistribute any portion of the Client Solution or Licensee Materials to others, including any affiliated organizations or entities of the Licensee that are not specified on the Order Form, nor use the Client Solution for any use other than the Permitted Use.

   3. Eligible Users.

      All Eligible Users shall be specified on the Order Form. Licensee will use commercially reasonable efforts to prevent unauthorized access to or use of the Client Solutions by any groups or individuals that are not Eligible Users and will promptly notify Licensor if it becomes aware of any actual or unauthorized use or access. Licensee shall be responsible for use of the Client Solutions by its Eligible Users and any other individuals using the Client Solutions by virtue of their relationship with Client. Eligible Users’ use of the Client Solutions may be further conditioned on their acceptance of and compliance with the Terms of Use provided by the Licensor at the time an Eligible User accesses the Client Solutions.

3. PROFESSIONAL SERVICES.

   Licensor will perform and deliver any Professional Services that are specified within the Order Form, in accordance with the description and requirements as set forth in the Order Form or any accompanying Statement of Work specified in the Order Form. In the event that Licensor provides Professional Services to Licensee, the Licensor acknowledges that in doing so the Licensor is acting as an independent contractor, and that Licensor is solely responsible for its actions or inactions, and that nothing in this Agreement will be construed to create an agency or employment relationship between Licensee and Licensor or any Licensor personnel. Any Professional Services shall be deemed accepted if, within ten days after delivery of the Professional Services in question Client has not notified Licensor that it rejects the Professional Services. Unless otherwise indicated in an Order Form or applicable Statement of Work, payment for any Professional Services shall be due within thirty days after delivery.

4. FEES AND PAYMENT.

   1. Fees.

      Licensee agrees to pay Licensor the fees for the Client Solutions and/or Professional Services set forth in accordance with the Due Dates as clarified within the Order Form.

   2. Taxes.

      All fees for Client Solutions hereunder are exclusive of any export, withholding, federal, state and local taxes, duties or excises (collectively referred to as “Taxes”). If Licensor has the legal obligation to pay or collect any such Taxes for the delivery of the Client Solution(s) to Licensee, Licensor will invoice Licensee, and Licensee shall pay Licensor any such Taxes within thirty days after request, unless the Licensee provides evidence of an exemption. In no event will Licensee owe any taxes attributable to Licensor’s income, net income, gross receipts, property or employees.

   3. Late Payment.

      All amounts not subject to a good faith dispute which are not paid by Licensee within thirty days of its Due Date may be assessed a late charge equal to one percent (1%) per month (or, the maximum allowed by applicable law if that is less than 1%) on the outstanding and overdue balance. In the event that any payment due hereunder not subject to a good faith dispute is overdue, Licensor also reserves the right to suspend performance until such delinquency is corrected.

5. PROPRIETARY RIGHTS.

   1. Client Solutions Ownership Rights.

      Except as stated in subsection 5.2 below, the Licensor owns any and all intellectual property or industrial property rights related to the Client Solutions, and Licensor retains all right, title and interest related to any and all intellectual property and industrial property rights provided within Client Solutions as well as the rights to all derivative works created or generated in whole or in part from the Client Solutions (subject to the provisions of Section 5.2 below), including but not limited to derivative works in any Licensee Materials (if any) and any other modifications or derivative works created or generated at the request or suggestion of Licensee or an Eligible User. Licensee acknowledges Licensee neither owns nor acquires any additional ownership or other rights to the Client Solutions not expressly granted by this Agreement.

   2. Licensee Intellectual Property.

      Licensor shall not have any right, title, or interest in or to the Licensee Intellectual Property, except that during the Term of this Agreement, Licensor shall have a royalty-free, non-exclusive, worldwide right and license to use the Licensee Intellectual Property to the extent necessary to perform its obligations under this Agreement.

   3. Licensee Data.

      Licensee owns all right, title and interest in and to the Licensee Data and the Licensee hereby grants to Licensor a limited, royalty-free, non-exclusive license to use, copy, reformat, display, disclose and distribute the Licensee Data solely for the purpose of providing the Client Solution(s) and as otherwise necessary for performing Licensor’s obligations under this Agreement.

   4. Usage and Anonymized Data.

      To the extent that any Usage Data is collected by Licensor, such Usage Data shall be owned by Licensor. Licensee, on behalf of itself and its Eligible Users further grants to Licensor a royalty-free, non-exclusive, perpetual right and license to create Anonymized Data from Licensee Data, and Licensor may use Usage Data and Anonymized Data for any lawful purpose in connection to improving Client Solution(s) or reporting aggregate analytic use information related to Client Solution(s), provided that such Anonymized Data: (a) is provided “AS IS”, with no representation or warranty of any kind; (b) is aggregated across all of Licensor’s customers; and (c) shall be anonymized and de-identified so that it is not identifiable as originating from, or otherwise being received from or provided by, Licensee or any Licensee Affiliate, or any of its or their Eligible Users.

   5. Feedback.

      Licensee, and Eligible Users may provide suggestions, comments or other feedback (“Feedback”) to Licensor with respect to its Client Solutions and Professional Services. Feedback is voluntary, and Licensor is not required to hold it in confidence. Licensor may use Feedback for any purpose without obligation of any kind to Licensee. Any Feedback that is provided by Licensee or Eligible Users is provided “AS IS” and without any warranty of any kind. Licensee shall not have any liability or obligation to pay royalties or other compensation in connection with any Feedback. Nothing herein shall be read to prevent Licensee’s use of any Feedback.

   6. Documentation License.

      Licensor hereby grants to Licensee a non-exclusive, non-transferable, non-sublicensable right and license to use and reproduce the Documentation during the Term for Licensee’s internal business purposes solely in connection with its use of the Client Solution.

6. CONFIDENTIALITY AND DATA PROTECTION.

   1. Confidential Information.

      “Confidential Information” shall mean all non-public information related to the business of either party and any of its, former, existing and potential representatives, clients, employees and other third parties, whether in oral, written, graphic or machine-readable form, including without limitation notes, analyses and studies prepared by Licensor, during the term of this Agreement or anytime thereafter. Each party (the “Receiving Party”) understands that as a result of the relationship of the Parties under this Agreement, it may obtain information of the other party (the “Disclosing Party”). Confidential Information does not include any information that (a) is or becomes generally available to the public other than as a result of a breach of this provision by the Receiving Party, (b) was known to the Receiving Party at the time of disclosure by the Disclosing Party without any obligation of confidentiality, (c) was disclosed to the Receiving Party by a third party without a breach of any obligation of confidentiality such third party may have to the Disclosing Party, or (d) was independently developed by the Receiving Party without use of any Confidential Information of the Disclosing Party by persons who have had no access to such Confidential Information.

   2. Protection and Use of Confidential Information.

      The Receiving Party agrees to take the same security precautions to protect against disclosure or unauthorized use of Confidential Information of the Disclosing Party that the Receiving Party takes with its own confidential information of like nature, but not less than reasonable precautions. The Receiving Party will not use the Confidential Information for any purpose other than the performance of obligations or exercise of rights under this Agreement and will not disclose Confidential Information to any other party other than to its employees, officers, directors, attorneys, accountants, consultants or advisors (“Representatives”) who have a need to know such Confidential Information for such purpose and who are bound by confidentiality obligations at least as protective of the Confidential Information as this provision. The Receiving Party is responsible for full compliance with the terms and conditions of this Agreement by its Representatives. Nothing in this Agreement will prevent the Receiving Party from disclosing Confidential Information that is required to be disclosed to comply with applicable laws or regulations or a judicial or governmental order (“Legal Requirement”), provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such intended disclosure where legally permissible so that it may seek reasonable legal remedies to prevent or minimize such disclosure. If the Disclosing Party is not successful in obtaining a protective order or other appropriate remedy and the Receiving Party is, in the reasonable opinion of its counsel, legally compelled to disclose such Confidential Information, or if the Disclosing Party waives compliance with the provisions of this Agreement in writing, the Receiving Party may disclose, without liability hereunder, such Confidential Information in accordance with, but solely to the extent necessary, in the reasonable opinion of its counsel, to comply with the Legal Requirement. The obligations of this provision will survive termination of this Agreement for a period of three (3) years from termination.

   3. Data Protection.

      Licensor will employ reasonable and legal administrative, physical and technical safeguards, consistent with industry standards, to maintain the security, confidentiality and integrity of Licensee Data stored or processed by Licensor. If applicable, such safeguards may include, but are not limited to: (i) employing firewalls and anti-virus measures designed to protect Licensor’s networks and systems from external attack; (ii) use of encryption when transmitting Licensee Data or storing passwords and user credentials; (iii) requiring that employees and third parties that may have access to Licensee Data are subject to obligations to maintain its security and confidentiality substantially as protective as those in this Agreement and (vi) conducting periodic internal and third party audits or assessments of securities policies, programs and controls. Licensor will promptly notify Licensee upon discovery of any unauthorized third-party access to, or use of, Licensee Data in Licensor’s possession, and will provide Licensee with reasonable support and information as needed to evaluate and remediate the incident. Licensor will take reasonable measures to investigate allegations or signs of unauthorized third-party access to, or use of, Licensee Data in Licensor’s possession.

   4. Privacy Policy; Personal Information Protection.

      Licensor will comply with all data protection, privacy and security laws and regulations applicable to the Processing of Personal Information. Licensor agrees that all Licensee Data will be secured from unauthorized access, use, disclosure, loss, theft and Processing using industry standard security practices and technologies. Licensor shall regularly evaluate, test and monitor the effectiveness of its information security program and shall promptly adjust and/or update such programs as reasonably warranted by the results of such evaluation, testing, and monitoring. If Licensor discovers that it has Processed Personal Information (other than routine business contact information of Licensee Representatives working with Licensor in connection with the Client Solution(s) (e.g., name, work email, work phone number), Licensor shall promptly notify Licensee thereof.

7. WARRANTIES AND DISCLAIMERS

   1. Licensor Professional Services Warranties.

      Licensor represents, warrants and covenants that it will take commercially reasonable measures to ensure that Professional Services: (i) will be performed in accordance with Licensee’s reasonable written instructions, including, without limitation, any specifications and documentation set forth in the relevant Order Form; (ii) will be performed to the best of Licensor’s ability and in an effective, timely, professional and workmanlike manner in accordance with the highest applicable industry standards and practices; (iii) will be performed by persons who are legally authorized to perform the Professional Services under this Agreement in their respective locations of employment (in the United States, this will include, without limitation, compliance with all applicable immigration laws of the United States); and (iv) will comply, including the utilization thereof as contemplated hereunder, with all applicable regulations and procedures of Licensee, and will not violate or contravene the terms of any contracts between Licensor and third parties. Licensor also represents and warrants that its entering into this Agreement and its provision of the Client Solution(s) do not violate any other obligations it may have.

   2. Licensor Client Solution Warranties.

      Licensor warrants that the Client Solutions will operate in substantial conformity with their Documentation. Without limiting the foregoing, Licensor will use commercially available efforts to provide information that is accurate and consistent with applicable regulations, rules and self-regulatory organization guidelines, but Licensee acknowledges that the information supplied as part of the Client Solutions is not all inclusive or guaranteed by Licensor. If Licensee provides Licensor with written notice of a material breach of the foregoing warranty during the applicable Term for any Client Solution, Licensor will, as Licensee’s sole remedy, repair or replace the defective item of the Client Solution within 90 days after receiving notice of the defect from Licensee, unless otherwise agreed upon or, if Licensor determines the foregoing remedy is not commercially reasonable or if it fails of its essential purpose, terminate the Agreement with respect to the defective Client Solution and refund to Licensee on a pro-rated basis any fees prepaid to Licensor for the corresponding unused period.

   3. Rights and Infringement.

      Licensor represents and covenants that it has all rights necessary to, and is and will remain during the Term in compliance with all applicable laws and regulations in connection with, its provision of the Client Solution as described herein. Licensor represents and warrants that the Client Solution does not and will not infringe the intellectual property rights of any third party.

   4. Disclaimer.

      EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OR ANY WARRANTY ARISING FROM A COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. ALL CONTENT PROVIDED THROUGH THE CLIENT SOLUTION(S) IS PROVIDED “AS IS” FOR LICENSEE AND ANY LICENSEE AFFILIATE’S USE IN ACCORDANCE WITH THIS AGREEMENT ONLY. WHILE THE INFORMATION PROVIDED BY LICENSOR MAY BE FROM SOURCES BELIEVED BY LICENSOR TO BE RELIABLE, DUE TO VARIOUS FACTORS, INCLUDING THE INHERENT POSSIBILITY OF HUMAN OR MECHANICAL ERROR, LICENSOR CANNOT GUARANTEE THE QUALITY, ACCURACY, COMPLETENESS, TIMELINESS, OR INTEGRITY OF ANY SUCH INFORMATION OR THAT IT IS FREE FROM DEFECTS.

   5. External Links.

      The Client Solution may contain links or other functionality that allows Eligible Users to access third party sites, applications or services. These third-party sites, applications and services are not provided by Licensor and are subject to separate terms and conditions, privacy policies and other agreements with the third parties offering such sites, applications or services. Licensor takes no responsibility and expressly disclaims all liability for any such third-party sites, applications or services.

8. INDEMNIFICATION.

   Licensor hereby agrees to defend, or at its option settle, any and all claims, demands, investigations, and causes of actions brought by third persons against Licensee or any Licensee Affiliate (each a “Claim”) alleging that the Client Solution or any component thereof, infringes or misappropriates any intellectual property rights of a third party arising under the laws of the United States, and will indemnify and hold harmless Licensee from and against any and all damages, losses, fines, penalties, costs and other amounts, including reasonable attorneys’ fees and expenses, agreed to in settlement of such Claim or that a court finally awards against Licensee or any Licensee Affiliate under any such Claim. Licensor excludes from liability any Claims arising out of combination of the Client Solution with any other equipment, apparatus, software, processes, or materials not furnished by Licensor, where infringement would not have occurred but for such combination. Indemnification under this Section is conditioned upon Licensee and any applicable Licensee Affiliate (i) promptly notifying Licensor of any such Claim, (ii) promptly tendering to Licensor sole control over the defense and settlement of such Claim for which indemnification is sought hereunder and (iii) reasonably cooperating with Licensor, at Licensor’s request and expense, to defend and/or settle such Claim. If (1) Licensee’s or any Licensee Affiliate’s use of any Client Solution is enjoined as a result of any Claim covered by this Section, or (2) in Licensor’s opinion, any client Solution is likely to become subject to any such Claim, Licensor may, at its expense and option, (a) modify the Client Solution so that it becomes non-infringing; (b) procure for Licensee the right to continue to use the Client Solution; or (c) terminate this Agreement and refund to Licensee on a pro-rated basis any fees prepaid to Licensor for the corresponding unused period of the Client Solution.

9. LIMITATIONS OF LIABILITY.

   1. Limitations.

      IN NO EVENT WILL EITHER PARTY BE LIABLE HEREUNDER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST REVENUE, HOWEVER CAUSED, WHETHER FORESEEABLE OR NOT, EVEN IF SUCH PARTY IS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGE. THE MAXIMUM AGGREGATE LIABILITY OF EACH PARTY HEREUNDER IS LIMITED TO THE AMOUNTS PAID OR PAYABLE TO LICENSOR BY LICENSEE AND THE LICENSEE CONTROLLED AFFILIATES DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. THE FOREGOING LIMITATIONS FORM AN ESSENTIAL BASIS OF THE AGREEMENT AND WILL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

   2. Exclusions.

      The limitations of liability set forth in this Section will not exclude or limit either party’s liability to the extent that such liability cannot be limited or excluded under applicable law.

10. TERM, RENEWAL AND TERMINATION.

    1. Term.

       Unless otherwise terminated as specified in Section 10.2, the initial term of this Agreement shall be specified within the Order Form (the “Initial Term”). After the Initial Term, unless the Licensee elects to decline the Ongoing Price Protection provision in the Order Form, the Agreement will automatically renew for additional twelve-month periods (“Renewal Terms”), in which case the Licensor may add an annual increase in License Fee of no more than 5% per annum unless there is a material change to the Client Solutions, Eligible Users or Permitted Use, or until otherwise terminated by either party by giving notice to the other party not less than 90 days prior to the end of either an Initial Term or a Renewal Term. The Initial Term and the Renewal Terms, if any, constitute the Term. Notwithstanding the foregoing, in the event that any Order Form specifies a duration that exceeds the date that this Agreement terminates, this Agreement, along with any such Order Form shall continue to be effective until the completion of such Order Form unless specifically terminated in accordance with the terms of this Agreement or the terms of such Order Form.

    2. Termination for Breach.

       Either party may, at its option, terminate this Agreement in the event the other party (or, with respect to Licensee, any Licensee Affiliate) materially breaches any of its duties, obligations or responsibilities under this Agreement and fails to cure such breach (or provide an acceptable plan for curing such breach) within thirty (30) days after receipt by the breaching party of written notice specifying the breach.

    3. Effect of Termination.

       Upon any termination of this Agreement: (a) Licensee will immediately discontinue all use of the Client Solution; (b) upon request, each party will return, delete, purge or otherwise destroy any Confidential Information of the other then in its possession.

    4. Survival.

       All rights and obligations that may have accrued prior to termination, along with any other provisions that might reasonably be deemed to survive such termination, will survive the termination or expiration of this Agreement.

11. MISCELLANEOUS.

    1. Publicity.

       Licensor may create and publish on its website or otherwise develop and distribute or disseminate white papers, case studies, presentations, product information sheets, testimonials or issue press releases (Collectively referred to as “Licensor Materials”) regarding the use of the Client Solution that may include information leveraging Anonymized Data from Licensee. Furthermore, subject to approval by Licensee or its Eligible Users (in the case of testimonials or quotes), the Licensor may also publicly refer to Licensee or its Eligible Users within its Licensor Materials, provided that such approval will not be unreasonably withheld or delayed . In any case where Licensor is permitted to use Licensee name, trademarks, trade names, service marks, logos and other designations for such purposes, such use will be subject to compliance with any trademark usage guidelines provided by Licensee to Licensor.

    2. Entire Agreement

       This Agreement constitutes the entire agreement between Licensor and the Licensee regarding the subject matter hereof, and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, regarding such subject matter. There are no third-party beneficiaries to this Agreement.

    3. Relationship of the Parties.

       Licensee and its Licensee Affiliates on one hand and Licensor on the other hand are independent contractors, and nothing contained in this Agreement will be construed or implied to create an agency, partnership, fiduciary, joint venture, franchise or employer and employee relationship between them.

    4. Notices.

       All notices required by or relating to this Agreement will be in writing and will be personally delivered or sent by means of overnight or express courier or certified mail, postage prepaid. Notices to Licensee or any Licensee Affiliate will be addressed to Service Contact (or in the case of a billing notice, to the Billing Contact) set forth herein or such other contact and address as Licensee notices to Licensor in writing in accordance with this provision. Notices to Licensor will be addressed to Financial Fitness Group, Attention: Legal, 501 W Broadway, Suite A #158 San Diego, CA 92101 or such other address and contact as Licensor notices to Licensee in writing in accordance with this provision.

    5. Amendments.

       This Agreement may not be amended or modified except in a writing duly executed by authorized representatives of both Licensor and Licensee.

    6. Assignment.

       Neither party may assign any of its rights or delegate any of its duties under this Agreement without the express, prior written consent of the other party. Notwithstanding the foregoing, either party may, upon reasonably prior written notice, assign its rights or obligations under this Agreement to any entity that acquires all or substantially all business and assets, whether by merger, sale of assets, sale of stock, or otherwise (an “Assignee”), provided that, any such Assignee: (i) assumes, in writing, all of obligations, responsibilities and liabilities set forth in this Agreement and any applicable Schedule(s); and (ii) has, in either party’s reasonable judgment, the financial, technical and operational ability to assume the obligations set forth in this Agreement. In the event Assignee is unacceptable to either party for any legal, regulatory and/or competitive reason(s) (in either party’s sole and exclusive discretion): (a) either party may terminate this Agreement upon written notice (in which case all Order Form(s) hereunder shall also immediately terminate).

    7. Severability.

       If any provision of this Agreement is invalid or unenforceable for any reason in any jurisdiction, that provision will be construed to so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of Agreement will remain in effect.

    8. Waiver and Cumulative Remedies

       No waiver under this Agreement will be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of such waiver is sought. Any forbearance or delay on the part of either party in enforcing any of its rights under this Agreement will not be construed as a waiver of such right to enforce the same for such occurrence or any other occurrence Except as expressly provided herein, the remedies provided herein are in addition to, and not exclusive, any other remedies of a party at law or in equity.

    9. Force Majeure.

       Except with respect to payment obligations, if and to the extent a party is prevented or delayed in performance of its obligations hereunder as a result of circumstances beyond the party’s reasonable control, the failure or delay will not constitute a material breach of this Agreement, but the obligations will remain in full force and effect, for so long as the relevant circumstances causing the failure or delay continues to prevent performance and provided the party continues effort to recommence performance to the extent possible without delay. The obligations will be performed or satisfied as soon as reasonably practical after the termination of the relevant circumstances causing the failure or delay, provided that if a party is prevented or delayed from performing for more than thirty (30) consecutive days, the other party may terminate this Agreement immediately upon written notice.

    10. Governing Law; Jurisdiction.

        This Agreement will be governed by and interpreted in accordance with the laws of the State of California, without regard to conflicts of law principles thereof. For purposes of all claims brought under this Agreement or any matter in connection with this Agreement, each of the Parties hereby irrevocably submits to the exclusive jurisdiction of the State of California and waives any objection based on inconvenient forum or other similar claim.

    11. Counterparts and E-Sign.

        This Agreement may be in any number of counterparts, each of which when so executed will be deemed to be an original, and will not be effective or enforceable unless and until it is executed with the handwritten signature of an authorized representative of each of the relevant entities. The Parties acknowledge and agree that this Agreement, including the Order Form, may be executed by facsimile, e-mail (including PDF or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and in any number of counterparts, each of which when so executed will be deemed to be an original and all of which when taken together will constitute one agreement.

    12. Non-exclusivity.

        This Agreement with Licensor is non-exclusive and either party may in its sole discretion enter into arrangements with third parties to perform any services.

    13. Insurance Coverage.

        Licensor will at its own cost and expense, obtain and maintain in full force and effect during the term of this Agreement, the insurance coverage for the Client Solutions in the minimum amounts and on the terms set forth in the Insurance Coverage exhibit shown as Exhibit C, which is available upon request, or such other amounts as may be set forth in an Order Form. All insurance required hereunder to be carried by Licensor will be with sound and reputable insurers and on forms as both are reasonably satisfactory to Licensor and Licensee.

The Parties have caused this MASTER SERVICES AGREEMENT to be executed as of the date set forth as of the first signed and executed Order Form.

EXHIBIT A: DEFINITIONS

View EXHIBIT A: DEFINITIONS Here

EXHIBIT B: SERVICE LEVEL AGREEMENT (SLA)

View EXHIBIT B: SERVICE LEVEL AGREEMENT (SLA) Here

EXHIBIT C: INSURANCE LEVEL COVERAGE

View EXHIBIT C: INSURANCE LEVEL COVERAGE Here

EXHIBIT D: CLARIFICATION ON PERMITTED USE

View EXHIBIT D: CLARIFICATION ON PERMITTED USE