M.AI UNBOUND INC. SERVICES SUBSCRIPTION AGREEMENT

This Services Subscription Agreement (together with all Order Forms, the “Agreement”) is entered into by and between M.AI Unbound Inc. (“M.AI”) and the customer identified in an Order Form (“Customer”) (collectively referred to herein as the “Parties”, or individually as a “Party”). The parties are legally bound by this Agreement as of the Effective Date set forth in the Order Form executed between the Parties. THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION AGREEMENT, REQUIRING THE CUSTOMER TO RESOLVE ANY DISPUTE BETWEEN THE CUSTOMER AND M.AI THROUGH FINAL AND BINDING INDIVIDUAL ARBITRATION, SUBJECT TO LIMITED EXCEPTIONS, RATHER THAN IN COURT, AND REQUIRING THE CUSTOMER TO FOREGO JURY TRIALS, CLASS, COLLECTIVE, AGGREGATE, MASS, REPRESENTATIVE, OR CONSOLIDATED ACTIONS OR PROCEEDINGS, AND ALL OTHER TYPES OF COURT PROCEEDINGS OF ANY AND EVERY KIND. THE CUSTOMER WILL BE BOUND, UNLESS THEY OPT-OUT OF THE ARBITRATION AGREEMENT BY FOLLOWING THE OPT-OUT PROCEDURES SET FORTH BELOW. BY ENTERING THIS AGREEMENT, THE CUSTOMER EXPRESSLY ACKNOWLEDGES THAT IT HAS READ AND UNDERSTOOD ALL OF THE TERMS OF THE ARBITRATION SECTION AND HAS TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION. BACKGROUND M.AI provides online advertising software services to e-commerce companies selling products on online marketplaces. This Agreement sets out the terms and conditions upon which the Customer will acquire, and M.AI will provide, such online advertising software services. 1. PROVISION OF SERVICES 1.1 M.AI shall supply the Services to the Customer from the Effective Date in accordance with this Agreement. In supplying the Services, M.AI shall grant to the Customer (including all Authorized Users) the right to access and use the Services, including to input, upload, and download the Customer Data to and from the Services, for the Customer’s internal business purposes. M.AI will provide the Customer with regular reporting on the delivery of the Services on a monthly basis. 1.2 M.AI may, in its sole discretion, modify, enhance, update, or replace the Services or any third party components incorporated into the Services from time to time, without notice or liability to the Customer, provided that such changes do not materially degrade the functionality or performance of the Services. 2. TRIAL PERIOD 2.1 M.AI may, in its sole discretion, make the Services available to the Customer free of charge on a trial basis for a period of up to 30 days (the “Trial Period”), as set forth in the Order Form. The Trial Period shall continue until the earlier of: (a) the termination or expiry of the Trial Period, and (b) the earlier commencement of any paid Services subscription that the Customer enters into. Upon its expiry, the Trial Period will automatically convert into a paid Services subscription for the Initial Term set forth in the relevant Order Form, unless either Party provides written notification of non-renewal to the other Party at least seven (7) days prior to the expiry of the Trial Period. 2.2 M.AI may, in its sole discretion, terminate the Trial Period at any time upon written notice to the Customer. The Customer acknowledges that: (a) any Customer Data submitted to the Services during the Trial Period will be permanently lost unless the Trial Period is converted into a paid Services subscription for the same Services commencing immediately following termination or expiry of the Trial Period, and (b) the Customer is solely responsible for backing up and exporting any Customer Data prior to termination or expiry of the Trial Period. 2.3 The terms and conditions of this Agreement apply to the Customer’s use of the Services during any Trial Period, provided that M.AI’s indemnification, defence and Services Infringement Claim obligations in Section 9.2 do not apply, and, to the maximum extent permitted by applicable law, M.AI shall have no liability of any type with respect to the Services during the Trial Period. 3. CUSTOMER’S OBLIGATIONS 3.1 The Customer shall ensure that only the Authorized Users access and use the Services, and must procure that the Authorized Users: (a) comply with all applicable laws in the receipt and use of the Services; (b) not sell, resell, license, sublicense, white label, or otherwise distribute the Services to third parties in any way, or make the Services available in a service bureau or outsourced business process offering; (c) not use the Services for any purpose or in any manner that is unlawful, fraudulent, abusive, harmful, dangerous, deceptive, threatening, discriminatory, harassing, defamatory, obscene, or otherwise objectionable, (d) not use the Services in any way that infringes or violates the rights, including Intellectual Property Rights, of any third party, (e) not use the Services in any way that violates the security of the Services or any computer network, or attempts to interfere with the proper operation of the Services, (f) not, directly or indirectly, disassemble, reverse engineer or decompile the Services, or otherwise use the Services for the purposes of developing or marketing a competing product or performance benchmarking, (g) not copy, modify, or create derivative works based on the Services; (h) not remove or otherwise alter any proprietary notices or labels on the Services or any portion thereof; (i) comply with Google’s Terms of Services, Google Ads Advertising Policies, and any other applicable third party policies, terms and conditions; and (j) ensure that relevant website landing pages that the Services link to or direct end consumers to are compliant with all applicable laws. 3.2 The Customer shall provide M.AI with accurate and complete information about its business, products, services, target audience, marketing goals, budget, as well as branding materials and any other data, materials or access required by M.AI to perform the Services. The Customer shall be solely responsible for the content, quality, accuracy, integrity, and legality of the Customer IP. The Customer shall cooperate with M.AI and provide M.AI with all information, feedback and assistance as is reasonably requested by M.AI, to enable M.AI to provide the Services, and to monitor, measure, and improve the performance and effectiveness of the Services. 4. FEES, INVOICING AND PAYMENTS In consideration for the provision of the Services, the Customer shall pay to M.AI the Fees set forth in the Order Form. M.AI may increase the Fees payable by the Customer under an Order Form for any Renewal Term by providing the Customer at least 30 days’ written notice prior to the expiry of the Initial Term or the then-current Renewal Term (as applicable). Where Fees set forth in the Order Form are calculated on the basis of marketing budget spend under different Subscription Tiers, the Customer shall be liable to pay relevant Fees as follows: (a) the Customer shall pay any fixed monthly Fees to M.AI monthly in advance, and (b) the Customer shall pay any variable component of the Fees (i.e., that is based on actual marketing budget spend) monthly in arrears. M.AI shall invoice the Customer on a monthly basis and the Customer shall pay the invoiced Fees no later than 30 days from the invoice date. The Customer is responsible for providing complete and accurate billing and contact information to M.AI and notifying M.AI of any changes or updates to such information. If any undisputed, invoiced amount owed by the Customer under this Agreement becomes overdue, then, without limiting M.AI’s rights or remedies, (a) those amounts will accrue late interest at the rate of 1.5% of the outstanding balance per month, and (b) if any such amount owing is 30 days or more overdue, M.AI may suspend provision of the Services until such amounts are paid in full. M.AI may offset any amounts owed by the Customer against any amounts payable by M.AI to the Customer under this Agreement or otherwise. Except as otherwise specified herein, Fee payment obligations are non-cancellable and Fees paid are non-refundable. 5. TAXES The Fees are exclusive of all taxes, levies, duties or similar (including value-added, sales, use or withholding taxes), in any jurisdiction whatsoever (collectively, “Taxes”). The Customer is responsible for paying all Taxes associated with its purchase of the Services hereunder. 6. INTELLECTUAL PROPERTY RIGHTS AND DATA USE 6.1 M.AI shall retain all right, title and interest in and to M.AI Materials. The Customer shall retain all right, title and interest in and to the Customer IP. Neither Party grants the other Party any right to use the Intellectual Property Rights of that first Party except to the extent expressly stated in this Agreement. 6.2 M.AI hereby grants to the Customer a non-exclusive, worldwide, royalty-free, non-sublicensable, non-transferable license to access and use the M.AI Materials during the Subscription Term solely for the purpose of receiving the Services in accordance with this Agreement. 6.3 The Customer hereby grants to M.AI a non-exclusive, worldwide, royalty-free, sublicensable, transferable, perpetual and irrevocable license to use, reproduce, store, process, modify and create derivative works from the Customer IP, and any suggestion, improvement request, or other feedback provided by the Customer or its Authorized Users in relation to the Services, for the purposes of providing, maintaining and improving the Services. 6.4 M.AI may use de-identified, aggregated data derived from the Customer Data, or from the use of the Services by the Customer or its Authorized Users, for its own business purposes, including benchmarking, research, marketing, and developing new features and functionality for the Services. For the purposes of this Section, “de-identified, aggregated data” means data that does not identify or relate to the Customer, its Authorized Users, or any individual person, and that is combined with data from other customers or sources in a manner that prevents re-identification. The Customer agrees that M.AI may access and use the Customer’s Google Ads data and analytics for the purposes of training and enhancing the capabilities of artificial intelligence (“AI”) models and algorithms used by M.AI in connection with the Services. 7. DATA PROTECTION 7.1 The Customer hereby acknowledges and agrees that the Customer shall be regarded as the sole controller of all Customer Data processed on behalf of the Customer and in accordance with the Customer’s instructions, and M.AI shall be considered a processor of all Customer Data processed on behalf of the Customer to perform its obligations under this Agreement. The Customer also acknowledges and agrees that M.AI’s performance of this Agreement may require M.AI to collect, receive, transmit, disclose and/or otherwise process Customer Data. By submitting any Customer Data to M.AI, the Customer hereby agrees that M.AI may collect, receive, transmit, disclose and/or otherwise process Customer Data only to the extent necessary for, and for the sole purpose of, enabling M.AI to perform its obligations under this Agreement unless processing such Customer Data for any purpose is expressly permitted under applicable data protection laws or required to comply with M.AI’s legal obligations under applicable law. 7.2 With respect to any Customer Data provided by or through the Customer to M.AI in connection with the Services, the Customer is solely responsible for determining the purposes and means of processing Customer Data by M.AI under this Agreement, including that such processing of Customer Data according to the Customer’s instructions will not place M.AI in breach of applicable data protection laws, and the Customer shall be responsible for complying with all applicable data protection laws governing the processing of Customer Data under such laws, including but not limited to any data breach notification laws. 7.3 The Customer hereby acknowledges and agrees to obtain all necessary consents and make all necessary disclosures before transmitting any Customer Data to M.AI and using the Services. The Customer shall inform M.AI, without undue delay, any restrictions or special requirements regarding the processing of Customer Data and is responsible for ensuring that M.AI meets such restrictions or special requirements. 8. CONFIDENTIALITY Customer shall maintain the confidentiality of the Confidential Information, and shall use the same degree of care to safeguard such confidentiality and to prevent disclosure of such Confidential Information to third parties as it employs with respect to its own similar information, but in any case not less than reasonable care. If Customer is required by law to disclose Confidential Information, then Customer shall promptly provide written notice of such requirement to M.AI and shall disclose such Confidential Information only to the minimum extent required by law and shall use commercially reasonable efforts to obtain reliable assurances that such disclosed Confidential Information will be safeguarded as confidential. Following termination or expiry of this Agreement, Customer shall promptly return or destroy the Confidential Information that is in Customer’s possession or control. Notwithstanding the foregoing, Customer may retain the Confidential Information to the extent required by law. M.AI may refer to the Customer as a customer of M.AI’s; publish case studies and other materials that use or reproduce the Customer’s marketing campaign data or other Services-related analytics or insights; and use and reproduce the Customer’s name and logo on promotional and marketing materials, websites, and other forms of media (including the aforementioned case studies). 9. INDEMNITIES 9.1 The Customer hereby indemnifies, defends and holds harmless M.AI and its directors, officers, agents and employees (“M.AI Indemnified Parties”) against any claim, demand, suit or proceeding (“Claim”) made or brought against M.AI Indemnified Parties by a third party: (a) alleging that the Customer IP, or Customer’s use of the Customer IP with the Services, infringes or misappropriates such third party’s rights, including Intellectual Property Rights, or (b) arising from the Customer’s use of the Services, Customer’s breach of its obligations under applicable data protection laws or breach of this Agreement, and will indemnify M.AI Indemnified Parties from any damages, losses, liabilities, awards, penalties, or judgments suffered or incurred by M.AI Indemnified Parties as a result of such Claim, provided that M.AI: (i) promptly gives the Customer written notice of the Claim, (ii) gives the Customer sole control of the defence and/or settlement of the Claim (provided that any such settlement does not impose any obligation on, nor include any admission of liability on the part of, M.AI Indemnified Parties), and (iii) gives the Customer all reasonable assistance in such defence and/or settlement at the Customer’s expense (provided that a failure to provide notice to the Customer shall only relieve the Customer of its indemnity obligations under this Section 9.1 to the extent that the Customer is prejudiced by such failure). 9.2 M.AI hereby indemnifies, defends and holds harmless the Customer and its directors, officers, agents and employees (“Customer Indemnified Parties”) against any Claim made or brought against the Customer Indemnified Parties by a third party alleging that the Services infringe or misappropriate such third party’s Intellectual Property Rights (“Services Infringement Claim”), and will indemnify the Customer Indemnified Parties from any damages, losses, liabilities, awards, penalties, or judgments suffered or incurred by the Customer Indemnified Parties as a result of such Claim, provided that the Customer: (a) promptly gives M.AI written notice of the Claim, (b) gives M.AI sole control of the defence and/or settlement of the Claim (provided that any such settlement does not impose any obligation on, nor include any admission of liability on the part of, the Customer Indemnified Parties), and (c) gives M.AI all reasonable assistance in such defence and/or settlement at M.AI’s expense (provided that a failure to provide notice to M.AI shall only relieve M.AI of its indemnity obligations under this Section 9.2 to the extent that M.AI is prejudiced by such failure). In the event of an actual or potential Services Infringement Claim, M.AI may, at its discretion and at no cost to Customer: (i) procure the right for the Customer to continue using the Services, (ii) replace or modify the Services such that they no longer infringe or misappropriate the Intellectual Property Rights of the relevant third party (provided that any such replacement or modification provides materially the same functionality), or (iii) terminate Customer’s Subscription Term upon 30 days’ prior written notice and refund to the Customer any prepaid Fees covering the remainder of the Subscription Term. 9.3 M.AI’s indemnification, defence and Services Infringement Claim obligations in Section 9.2 do not apply to the extent that the relevant Claim arises from: (i) the use or combination of the Services or any part thereof with software, hardware, data, processes or other materials not provided by M.AI, if the Services or part thereof would not infringe or misappropriate third party Intellectual Property Rights without such combination, (ii) Customer IP or Customer’s breach of this Agreement, or (iii) any Services provided by M.AI for which no Fees are payable by the Customer. 9.4 This Section 9 states each Party’s sole liability to, and the Customer Indemnified Parties’ or M.AI Indemnified Parties’ (as applicable) exclusive remedy against, the other Party for any third party claim described in this Section. 10. LIMITATION OF LIABILITY 10.1 NEITHER PARTY SHALL BE LIABLE FOR ANY LOSS OF PROFIT OR REVENUE, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. 10.2 THE MAXIMUM AGGREGATE LIABILITY OF M.AI ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY THE CUSTOMER UNDER THIS AGREEMENT FOR THE SERVICES IN THE TWELVE MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. THE FOREGOING LIMITATION OF LIABILITY DOES NOT LIMIT THE CUSTOMER’S PAYMENT OBLIGATIONS UNDER SECTION 4. 10.3 The limitations and exclusions set forth in Sections 10.1 and 10.2 shall not apply to: (a) a Party’s indemnification obligations under this Agreement, (b) Claims arising in connection with a Party’s fraud or gross negligence, or (c) Claims arising in connection with a breach of Sections 2 or 7.1. 11. REPRESENTATIONS AND WARRANTIES 11.1 Each Party hereby represents and warrants to the other Party on the Effective Date and during the Term that: (a) that Party is duly organized, validly existing, and in good standing and has the power and authority to execute and deliver, and to perform its obligations under, this Agreement, (b) this Agreement is that Party’s legal, valid and binding obligation, enforceable against it in accordance with its terms, and (c) that Party will comply with applicable laws in connection with this Agreement. 11.2 EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND M.AI MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND M.AI SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, TO THE MAXIMUM EXTENT PERMITTED BY LAW. 12. TERM AND TERMINATION 12.1 This Agreement commences on the Effective Date set forth in the first Order Form executed between the Parties and continues in full force and effect until the expiry of the last Subscription Term under an Order Form (“Term”). Except as otherwise specified in the relevant Order Form, the Initial Term will automatically renew for additional terms of the same duration as the Initial Term (“Renewal Term”), unless either Party provides written notification of non-renewal to the other Party at least fourteen (14) days prior to the end of the Initial Term or the then-current Renewal Term (as applicable). 12.2 This Agreement may be terminated immediately upon written notice by either Party to the other Party (“Defaulting Party”) if: (a) the Defaulting Party commits a material breach of this Agreement and, where such material breach is capable of being remedied, the Defaulting Party does not take action to correct such material breach within thirty (30) days of receipt of written notice to correct the same, or (b) the Defaulting Party: (i) commences or is subject to any case, proceeding or other action relating to its bankruptcy, insolvency, liquidation, receivership or winding up, or (ii) violates applicable law in connection with this Agreement. Without limiting the foregoing, M.AI may suspend or limit the Customer’s access to or use of the Services where Customer’s use of the Service results in (or is reasonably likely to result in) a security threat to, or material degradation of, the Services, provided that M.AI shall: (a) prior to any such suspension or limitation, use commercially reasonable efforts to notify the Customer of the relevant circumstances giving rise to the suspension or limitation, and (b) reinstate Customer’s access to the Services as soon as reasonably practicable following resolution of the relevant issue to M.AI’s reasonable satisfaction. 12.3 Upon termination or expiry of this Agreement for any reason, the Customer shall: (a) immediately cease using the Services, (b) pay any Fees payable to M.AI for the period prior to the effective date of termination or expiry in accordance with Section 4, and (c) comply with its obligations upon termination or expiry under Section 7.1. The Customer acknowledges and agrees that M.AI has no obligation to retain or provide any Customer Data or any other Customer-related materials or data created, generated or produced in the course of the provision or receipt of the Services (including marketing plans, structures or recommendations, and Services-related analytics and insights) after termination or expiry of this Agreement, and that the Customer is solely responsible for backing up and exporting any Customer Data prior to such termination or expiry. In the event of termination of this Agreement by M.AI under Section 12.2, the Customer shall not be entitled to any refund of any prepaid Fees for the remainder of the then-current Subscription Term and the Customer shall remain liable for any unpaid fees for the entire Subscription Term. 13. DISPUTE RESOLUTION; GOVERNING LAW If a dispute arises in relation to this Agreement, the Parties will attempt to resolve it through good faith discussions before commencing legal proceedings. This Agreement and any dispute arising from it shall be governed by and construed in accordance with the laws of California, without regard to the conflicts of law provisions thereof. 14. ARBITRATION a) MANDATORY BINDING ARBITRATION OF DISPUTES The Customer and M.AI agree that, subject to limited exceptions set forth herein, all disputes, causes of action, or claims arising out of, in connection with, or related to this Agreement or this Section 14 or any aspect of the relationship between the Customer and M.AI or the breach, termination, enforcement, interpretation, or validity of this Agreement (collectively, “Disputes”), will be resolved through final and binding, individual arbitration in accordance with the rules and procedures of the American Arbitration Association (“AAA”), instead of in a court in any jurisdiction by a judge or jury. The Customer and M.AI agree that an arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability, or formation of this Section 14, including any claim that all or any part of this Section 14 is void or voidable. The arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether this Agreement is unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel. Notwithstanding this Section 14, the Customer and M.AI each retain the right to bring an individual action in small claims court if it qualifies. Each Party also retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a Party’s Intellectual Property Rights. b) CLASS ACTION AND JURY TRIAL WAIVER The Customer and M.AI agree that each Party is waiving the right to trial by a jury or to participate in any purported class, collective, aggregate, mass, representative, or consolidated action, arbitration, or other proceeding. Unless both the Customer and M.AI agree in writing, each Party may bring claims against the other only in its individual capacity, and not as a plaintiff or class member in any purported class, collective, aggregate, mass, representative, or consolidated action, arbitration, or other proceeding. If the Parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with the Customer’s claims, and may not otherwise preside over any form of a representative, mass, or class proceeding. If the foregoing sentence is found to be unenforceable, then the entirety of this Section 14 shall be null and void, and the Customer and M.AI shall be deemed not to have agreed to arbitrate disputes on a mass or class basis. c) OPT-OUT PROCEDURES The Customer can choose to opt-out of arbitration pursuant to this Section 14 by sending M.AI a written opt-out notice within thirty (30) days following the date the Customer first enters into this Agreement by mail at 800 N King St, Suite 304 #2966, Wilmington, DE, United States, 19801 or by email at info@mai.co. If mailed, the opt-out notice must be postmarked no later than thirty (30) days following the date the Customer first enters into this Agreement. To be effective, the opt-out notice must contain the Customer’s name, address, and signature. If the Customer opts out, all other parts of this Agreement will continue to apply to the Customer in full. Opting-out of this Section 14 has no effect on any previous, other, or future arbitration agreements that the Customer may have with M.AI. d) RULES AND PROCEDURES The arbitration will be administered by the AAA under its Consumer Arbitration Rules and any supplementary rules (the “AAA Rules”) then in effect, except as modified by this Agreement. The AAA Rules are available at www.adr.org.The rules of the arbitral forum will govern all aspects of this arbitration, except to the extent those rules conflict with this Agreement. A Party who wishes to start arbitration must submit a written demand for arbitration to the AAA and give notice to the other Party as specified in the AAA Rules. Any arbitration hearings will take place in San Francisco, California or at another mutually agreed location. It is the intent of the Parties that the AAA Rules and the U.S. Federal Arbitration Act (“FAA”) shall pre-empt all state laws to the fullest extent permitted by law. If the AAA Rules and the FAA are found to not apply to any issue that arises under this Section 14 or the enforcement thereof, then that issue shall be resolved under the laws of New York, without regard to its choice or conflict of law provisions. e) CHANGES TO THE ARBITRATION SECTION Notwithstanding any changes made to this Agreement, if M.AI changes any of the terms of Section 14 after the date the Customer first entered into this Agreement (or accepted any subsequent changes to this Agreement), then the Customer may reject any such change by sending M.AI written notice of such rejection within thirty (30) days of the date such change became effective. The written notice must be provided either by mail at 800 N King St, Suite 304 #2966, Wilmington, DE, United States, 19801 or by email at info@mai.co. To be effective, the Customer’s notice must include its full name and clearly indicate its intent to reject changes to this Section 14. By rejecting any change, the Customer is agreeing that it will arbitrate any Dispute between the Customer and M.AI in accordance with the terms of this Section 14 as of the date the Customer first entered into this Agreement (or accepted any subsequent changes to this Agreement). 15. GENERAL 15.1 Force majeure. Notwithstanding any other provision of this Agreement, M.AI shall not be responsible nor liable for any failure in the performance of its obligations under this Agreement to the extent such failure is a result of any act of God, fire, flood, act of government or state, insurrection, hostilities, war, terrorist acts, Internet service provider failure or delay, power failure, denial of service attacks or similar attacks, or any other reason whatsoever beyond the reasonable control of M.AI. 15.2 Structure of Agreement. Reference to this Agreement shall include reference to all Order Forms hereunder, subsequent amendments, and any other attachments and exhibits that are mutually executed by the Parties’ authorized representatives. Order Forms may contain terms and conditions that supplement or vary the terms and conditions of this Agreement. If there is any inconsistency between Sections 1 to 16 of this Agreement and an Order Form, the Order Form will prevail to the extent of the inconsistency. 15.3 Assignment. The Customer may not assign, transfer or delegate any of its rights or obligations under this Agreement without M.AI’s prior written consent, except that the Customer may assign this Agreement in its entirety without M.AI’s consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. M.AI may assign, transfer or delegate any of its rights or obligations under this Agreement, and may utilize subcontractors in the performance of its obligations hereunder, without consent. 15.4 Survival. Any provision of this Agreement that by its nature or express terms should survive, shall survive such termination or expiry, including any accrued payment obligations under Section 4, and Sections 6, 7, 7.1, 9, 10, 12.3, 13, 14, 15, and 16. 15.5 Miscellaneous. Any notice shall be given in writing by hand, registered mail or email and addressed to the person to be notified at the address for each Party set out in the Order Form, or at such other address as a Party may designate by ten (10) days’ advance written notice to the other Party. Notices given under this Agreement shall be deemed delivered on the date of actual receipt by the recipient if received prior to 5:00 p.m. on a business day in the place of receipt, otherwise such notice will be deemed to have been delivered on the next succeeding business day in the place of receipt. Notwithstanding any provision hereof, for all purposes of this Agreement, each Party shall be and act as an independent contractor and not as a partner, joint venturer, agent or employee of the other and shall not bind nor attempt to bind the other to any contract. There are no third-party beneficiaries under this Agreement. This Agreement is the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No changes or modifications to this Agreement shall be effective unless in writing and signed by both Parties. No failure or delay by either Party in exercising any right under this Agreement will constitute a waiver of that right. In the event that any provision of this Agreement is determined to be illegal or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. 16. DEFINITIONS As used in this Agreement, the following terms have the meanings given to them below: “Authorized User” means the Customer’s employees, directors, and officers who are authorized by Customer to access and use the Services. “Confidential Information” means any tangible or intangible information of M.AI that is disclosed in any manner or media to Customer in connection with or as a result of this Agreement, and that: (a) is treated as confidential by M.AI, or (b) would reasonably be understood to be the confidential information of M.AI. For clarity, all proprietary information, product plans, technical data, trade secrets or know-how relating to the Services, is Confidential Information. “Confidential Information” shall not include information that: (i) is generally known to the public other than as a result of Customer’s breach of an obligation of confidentiality, (ii) was in the possession of Customer prior to receiving it from M.AI and was not otherwise subject to an obligation of confidentiality, or (iii) was obtained by Customer outside the scope of this Agreement from a third party and was not otherwise subject to an obligation of confidentiality. “Customer Data” means any data that the Customer or its Authorized Users input, upload, transmit or otherwise provide to M.AI through the Services, including any information that constitutes “personal data,” “personal information,” “personally identifiable information,” or any other similar term as defined under applicable data protection laws, and excludes the M.AI Materials. “Customer IP” means the Customer Data and the Customer Materials, including all Intellectual Property Rights in and to the foregoing. “Customer Materials” means all materials in whatever form (whether electronic or hardcopy), including information, data, documents, records, images, diagrams, plans, reports, concepts, tools, processes, know-how, and software, provided by or on behalf of the Customer to M.AI in the course of receiving the Services, and excludes the M.AI Materials. “Effective Date” means the date specified as such in the Order Form. “Fees” mean the fees specified in the Order Form for the relevant Subscription Tier. “Initial Term” means the initial term of Customer’s subscription to the Services, as specified in the Order Form. “Intellectual Property Rights” means any patents or patent applications, trademarks, service marks, trade names, service names, trade dress, logos, brands, and other source identifiers, copyrights and rights in works of authorship, moral rights, database rights, design rights, internet domain names, trade secrets, and all other industrial, intellectual or proprietary rights which may subsist anywhere in the world, in each case whether registered or unregistered, and including all registrations, applications, extensions and renewals thereof. “M.AI Materials” means: (a) the Services, and (b) all materials in whatever form (whether electronic or hardcopy), including information, data, documents, records, images, diagrams, plans, reports, concepts, tools, processes, know-how, and software that are: (i) provided by or on behalf of M.AI to the Customer in the course of providing the Services, (ii) created, generated or produced in the course of the provision or receipt of the Services, including AI-generated marketing plans, structures and recommendations, or (iii) otherwise used by M.AI in the course of providing the Services, and includes any modifications, enhancements or improvements to any of the foregoing and all Intellectual Property Rights in and to any of the foregoing. “Order Form” means a standard M.AI order form that: (a) specifies the Subscription Tier, Fees and Initial Term; (b) is governed by and incorporates by reference this Agreement; and (c) is signed by the authorized representatives of both Parties. “Services” mean the service offerings subscribed to by the Customer as set forth in the applicable Order Form. “Subscription Term” means the Initial Term together with any Renewal Terms. “Subscription Tier” means a subscription tier as set forth in the Order Form.