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Master Subscription Agreement

Last updated: August 6, 2026

This Master Subscription Agreement ("Agreement") is entered into as of the effective date of the initial Service Order that references this Agreement ("Effective Date") by and between Map My Customers, Inc., a Delaware corporation with offices at 167 E Chatham Street, Suite 300, Cary, North Carolina 27511 ("MMC"), and the customer identified in that Service Order ("Customer"). This Agreement governs Customer's access to and use of the Services and any Professional Services purchased under a Service Order or Statement of Work.

1. Definitions

2. Access to and Use of the Services

2.1 Subscription Right

Subject to Customer's payment of all fees and compliance with this Agreement, MMC grants Customer, during the applicable Order Form term, a limited, non-exclusive, non-transferable (except as permitted under Section 14.3), non-sublicensable right for Authorized Users to access and use the Services and Documentation solely for Customer's and its participating Affiliates' internal business purposes and within the quantities, plans, features, and other limitations stated in the applicable Order Form.

2.2 Authorized Users and Accounts

Customer is responsible for identifying its Authorized Users, assigning appropriate permissions, maintaining the confidentiality of login credentials, and all activities occurring under its accounts. Accounts are assigned to specific individuals and may not be shared. Customer will promptly notify MMC of suspected unauthorized access or compromise and will use commercially reasonable efforts to prevent unauthorized access.

2.3 Customer Affiliates

A Customer Affiliate may purchase Services under an Order Form referencing this Agreement. Each such Order Form creates a separate agreement between MMC and that Affiliate, and Customer will not be liable for the Affiliate's obligations unless the Order Form states otherwise. Customer remains responsible for Affiliates and Authorized Users accessing Services under Customer's Order Forms.

2.4 Use Restrictions

Customer will not, and will not permit any third party to: (a) sell, resell, license, sublicense, distribute, rent, lease, timeshare, or otherwise provide the Services to a third party; (b) use the Services to provide a service bureau, outsourced, or managed service for a third party; (c) reverse engineer, decompile, disassemble, translate, or seek to discover the source code, underlying ideas, algorithms, or nonpublic APIs of the Services, except to the limited extent such restriction is prohibited by law; (d) copy, modify, or create derivative works of the Services or Documentation; (e) remove proprietary notices; (f) access the Services to build or support a competing product or to benchmark or test the Services for publication without MMC's written consent; (g) bypass or defeat access, security, usage, or technical restrictions; (h) introduce malware or conduct penetration, vulnerability, load, or security testing without MMC's prior written approval; (i) use the Services in violation of applicable law, third-party rights, or the Documentation; or (j) submit data that Customer is not legally permitted to provide to MMC.

2.5 Usage Limits and Overages

Services may be subject to seat, storage, API, data, territory, account, messaging, feature, or other usage limits stated in an Order Form or Documentation. MMC may monitor usage to administer the Services and verify compliance. If Customer exceeds purchased limits, MMC may require Customer to reduce usage or purchase additional capacity, and MMC may invoice excess use at its then-current rates or the rates stated in the applicable Order Form.

2.6 Changes to Services

MMC may modify the Services from time to time, including by adding, modifying, or discontinuing features, provided MMC will not materially reduce the core functionality of the Services purchased by Customer during the then-current subscription term. MMC may make changes necessary for security, legal compliance, third-party dependencies, or prevention of harm without prior notice.

2.7 Beta and Preview Features

MMC may offer alpha, beta, pilot, early-access, experimental, or preview features ("Preview Features"). Preview Features are optional, may be modified or discontinued at any time, are provided as-is without warranties, support commitments, service levels, or indemnification obligations, and may not be suitable for production use.

3. Customer Responsibilities

3.1 Customer Systems and Administration

Customer is responsible for its systems, devices, connectivity, browsers, configurations, internal administration, user permissions, backups outside the Services, and compliance with its own policies and legal obligations. Customer will provide accurate information reasonably required to configure and support the Services.

3.2 Customer Data and Instructions

Customer is solely responsible for the accuracy, quality, legality, integrity, and appropriateness of Customer Data and for obtaining all rights, notices, and consents required for MMC to process Customer Data as contemplated by this Agreement. Customer instructs MMC to process Customer Data to provide, secure, support, maintain, and improve the Services and as otherwise documented in Customer's lawful instructions.

3.3 Prohibited and Regulated Data

Unless expressly authorized in an Order Form or written addendum, Customer will not submit to the Services: (a) protected health information subject to HIPAA; (b) payment card data subject to PCI DSS other than through an MMC-approved payment processor; (c) Social Security numbers, government identification numbers, financial account credentials, biometric identifiers, or similarly sensitive personal information; (d) data subject to heightened regulatory requirements that are inconsistent with the Documentation; or (e) classified, export-controlled, or unlawful content. Execution of a DPA does not itself authorize the submission of categories of data prohibited by this Section.

3.4 Customer Conduct

Customer is responsible for its communications, sales practices, data sourcing, mapping, routing, location tracking, employee monitoring, and other activities conducted through the Services. Customer will use the Services in a manner consistent with applicable employment, privacy, communications, marketing, and consumer-protection laws.

4. Order Forms; Fees; Payment

4.1 Order Forms

Each Order Form is governed by this Agreement. An Order Form is binding when signed, electronically accepted, or otherwise accepted through MMC's ordering process. Purchase orders are for administrative convenience only; any additional or conflicting terms in a purchase order, vendor portal, procurement system, or similar document are void unless expressly accepted in a writing signed by an authorized MMC representative.

4.2 Fees

Customer will pay all fees stated in each Order Form. Except as expressly stated in this Agreement or an Order Form, fees are based on subscriptions and quantities purchased, not actual use; payment obligations are noncancelable; and fees paid are nonrefundable. Customer may not reduce quantities during a subscription term.

4.3 Invoicing and Payment

Unless an Order Form states otherwise, MMC will invoice subscription fees annually in advance and Professional Services as incurred or according to the applicable milestone schedule. Invoices are due thirty (30) days from the invoice date. Customer must notify MMC in writing of a good-faith invoice dispute within fifteen (15) days after receipt and must timely pay all undisputed amounts.

4.4 Late Payment; Collection

Past-due amounts accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum lawful rate. Customer will reimburse MMC for reasonable costs of collecting undisputed past-due amounts, including attorneys' fees and collection-agency fees. MMC may condition continued service on payment by credit card, ACH, prepayment, or other reasonable credit protections if Customer's payment history or financial condition creates material credit risk.

4.5 Taxes

Fees exclude all sales, use, value-added, withholding, and similar taxes, duties, and assessments, excluding taxes based on MMC's net income. Customer is responsible for applicable taxes unless it provides a valid exemption certificate. If Customer is required to withhold taxes, Customer will gross up payments so MMC receives the amount it would have received absent the withholding, except where prohibited by law.

4.6 Renewal Pricing

Unless an Order Form states otherwise, MMC shall increase pricing for a renewal term by providing notice at least sixty (60) days before renewal. If MMC does not provide such notice, pricing for the renewal term shall increase by up to six and one quarter percent (6.25%) over the immediately preceding term without separate notice.

5. Professional Services

5.1 Scope

MMC will perform Professional Services described in an Order Form or SOW. Changes to scope, assumptions, dependencies, timing, or deliverables require a written change order or other written agreement.

5.2 Customer Cooperation

Customer will timely provide personnel, access, decisions, data, systems, and cooperation reasonably required. MMC is not responsible for delays or additional costs caused by Customer or third parties. Delayed milestones will be equitably adjusted, and MMC may invoice idle time or rescheduling costs if stated in the applicable SOW.

5.3 Deliverables

Unless an SOW expressly states otherwise, MMC retains ownership of all tools, templates, methodologies, know-how, software, configurations, and materials used or developed in performing Professional Services ("MMC Materials"). Upon full payment, Customer may use deliverables specifically identified in the SOW for Customer's internal business purposes during its authorized use of the Services. Customer owns Customer Data and materials supplied by Customer.

5.4 Acceptance

Professional Services and deliverables are deemed accepted upon the earliest of: (a) Customer's production use; (b) Customer's written acceptance; or (c) ten (10) business days after delivery unless Customer provides a written notice describing a material nonconformity with the agreed acceptance criteria. MMC's obligation for a valid rejection is to use commercially reasonable efforts to correct the nonconformity.

6. Data; Privacy; Security

6.1 Ownership of Customer Data

As between the Parties, Customer retains all right, title, and interest in Customer Data. Customer grants MMC and its Affiliates and subprocessors a non-exclusive right to host, copy, transmit, display, modify, and otherwise process Customer Data as necessary to provide, secure, support, and improve the Services, comply with law, and perform MMC's obligations under this Agreement.

6.2 Usage Data

MMC may collect and use Usage Data for its lawful business purposes, including to operate, secure, support, analyze, and improve the Services; develop new products and features; conduct research; and prepare benchmarks and reports. MMC will not externally disclose Usage Data in a form that identifies Customer or an individual, except as permitted by Customer or required by law.

6.3 Data Processing Addendum

If MMC processes personal data on Customer's behalf that is subject to applicable data-protection laws requiring a processor agreement, MMC's then-current Data Processing Addendum ("DPA") is incorporated into this Agreement. In the event of conflict regarding processing of personal data, the DPA controls.

6.4 Privacy Policy

MMC's collection and use of personal data is further described in the Privacy Policy.

6.5 Security

MMC will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect the confidentiality, integrity, and availability of Customer Data, as further described in MMC's then-current security documentation. Customer acknowledges that no service is completely secure and that MMC does not guarantee prevention of every unauthorized access or security incident.

6.6 Security Incident

MMC will notify Customer without undue delay after confirming a breach of MMC-managed systems that results in unauthorized access to Customer Data (a "Security Incident") and will provide information reasonably available to MMC as required by applicable law. Security Incidents do not include unsuccessful attempts or events that do not compromise Customer Data, including scans, pings, denial-of-service attempts, or attacks blocked by MMC's controls.

6.7 Data Export and Deletion

During the subscription term, Customer may export Customer Data using generally available functionality. Following expiration or termination, MMC will make Customer Data available for export for thirty (30) days, unless prohibited by law or the account is terminated for unlawful conduct or material security risk. Thereafter, MMC may delete Customer Data in accordance with its retention practices, subject to legal obligations and routine backup cycles. Customer is responsible for exporting Customer Data before the export period ends.

6.8 Legal Requests

MMC may disclose Customer Data if required by law, subpoena, or court order. Where legally permitted, MMC will provide notice to Customer and reasonable cooperation at Customer's expense if Customer seeks to challenge the request.

7. Third-Party Services

7.1 Integrations

Customer may enable Third-Party Services for use with the Services. Customer authorizes MMC to exchange Customer Data with enabled Third-Party Services as directed by Customer. Customer's use of Third-Party Services is governed by the third party's terms and privacy practices, not this Agreement.

7.2 No Responsibility for Third-Party Services

MMC does not control and is not responsible for Third-Party Services, including their availability, security, functionality, data practices, or changes. MMC may suspend or discontinue an integration if the third party changes or withdraws access, if continued operation creates legal or security risk, or if commercially impracticable.

8. Intellectual Property

8.1 MMC Technology

MMC and its licensors retain all right, title, and interest in and to the Services, Documentation, MMC Materials, Usage Data, and all related technology, designs, interfaces, know-how, processes, improvements, and intellectual property rights. No rights are granted except as expressly stated in this Agreement.

8.2 Feedback

If Customer or an Authorized User provides suggestions, ideas, enhancement requests, or other feedback, MMC may use and exploit that feedback without restriction or obligation, provided MMC will not identify Customer as the source without permission.

8.3 Reservation of Rights

Each Party reserves all rights not expressly granted. No implied licenses arise under this Agreement.

9. Confidentiality

9.1 Protection

The receiving Party will: (a) use the disclosing Party's Confidential Information only to exercise rights and perform obligations under this Agreement; (b) protect it using at least reasonable care and no less than the care used for its own similar information; and (c) disclose it only to Affiliates, employees, contractors, advisors, and service providers who need to know it and are bound by confidentiality obligations at least as protective as those in this Agreement. The receiving Party is responsible for its representatives' compliance.

9.2 Exclusions

Confidential Information does not include information that the receiving Party can demonstrate: (a) is or becomes public without breach; (b) was lawfully known without restriction before disclosure; (c) is received lawfully from a third party without confidentiality duty; or (d) is independently developed without use of the disclosing Party's Confidential Information.

9.3 Compelled Disclosure

The receiving Party may disclose Confidential Information to the extent legally required, provided it gives prompt notice where lawful and reasonable assistance, at the disclosing Party's expense, in seeking protection.

9.4 Duration; Equitable Relief

Confidentiality obligations continue during the Agreement and for five (5) years thereafter, except obligations regarding trade secrets continue for so long as the information remains a trade secret under applicable law. Unauthorized disclosure may cause irreparable harm for which monetary damages are inadequate, and the disclosing Party may seek equitable relief in addition to other remedies.

10. Representations; Warranties; Disclaimers

10.1 Mutual Authority

Each Party represents that it has the legal power and authority to enter into this Agreement.

10.2 MMC Service Warranty; Usage Credits

MMC warrants that during the applicable subscription term the Services will perform in all material respects in accordance with the Documentation when used as authorized. If Customer timely notifies MMC of a material nonconformity, MMC will use commercially reasonable efforts to correct it. Customer's sole and exclusive remedy, and MMC's entire liability, for any breach of this warranty or failure to meet the availability commitment is the correction of the nonconformity and, where applicable, the Usage Credits described below. Customer may not terminate an Order Form or receive any refund because of a warranty breach, service interruption, downtime, or failure to meet an availability commitment.

MMC will use commercially reasonable efforts to maintain 99.9% Monthly Uptime Percentage for the production Services. If Monthly Uptime Percentage for an eligible production subscription is below 99.9%, Customer may request a noncash extension of the affected subscription as follows:

Usage Credits may not exceed fifteen (15) days in any calendar month, have no cash value, are not refundable or transferable, may not be applied against outstanding fees, and will be added only to the end of the then-current affected subscription term. Customer must request a Usage Credit in writing within thirty (30) days after the end of the month in which the qualifying downtime occurred and provide reasonable supporting details.

"Downtime" means a period of at least ten (10) consecutive minutes during which more than five percent (5%) of authorized users attempting to access the affected production Service receive errors attributable to MMC. "Monthly Uptime Percentage" equals the total minutes in the applicable month minus qualifying Downtime minutes, divided by the total minutes in that month. Downtime excludes scheduled maintenance announced in advance; Preview Features; Professional Services; Third-Party Services; and unavailability caused by Customer systems, internet or telecommunications failures, misuse, unauthorized changes, force majeure events, security threats, legal requirements, or circumstances outside MMC's reasonable control. This warranty does not apply to issues caused by Customer, Third-Party Services, unauthorized use, modifications not made by MMC, or Preview Features.

10.3 Professional Services Warranty

MMC warrants that Professional Services will be performed in a professional and workmanlike manner. Customer must notify MMC of a claimed breach within thirty (30) days after performance. Customer's sole and exclusive remedy, and MMC's entire liability, is re-performance of the affected Professional Services. If MMC determines that re-performance is not commercially reasonable, MMC may, in its discretion, issue a noncash credit toward future Professional Services. Any credit has no cash value, is nonrefundable and nontransferable, may not be applied against outstanding fees, and expires twelve (12) months after issuance.

10.4 Customer Warranties

Customer represents and warrants that it has all rights necessary for MMC to process Customer Data and that Customer's use of the Services, Customer Data, and instructions will not violate applicable law or third-party rights.

10.5 Disclaimer

EXCEPT FOR THE EXPRESS WARRANTIES IN THIS AGREEMENT, THE SERVICES, PROFESSIONAL SERVICES, DOCUMENTATION, PREVIEW FEATURES, AI FEATURES, OUTPUTS, AND ALL RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, MMC AND ITS LICENSORS DISCLAIM ALL IMPLIED, STATUTORY, OR OTHER WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. MMC DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE; THAT ALL DEFECTS WILL BE CORRECTED; OR THAT THE SERVICES OR OUTPUTS WILL MEET CUSTOMER'S REQUIREMENTS OR PRODUCE PARTICULAR BUSINESS RESULTS.

11. Indemnification

11.1 MMC IP Indemnity

MMC will defend Customer from any unaffiliated third-party claim alleging that Customer's authorized use of the Services infringes a United States patent, copyright, or trademark or misappropriates a trade secret, and will indemnify Customer against damages, costs, and reasonable attorneys' fees finally awarded or paid in a settlement approved by MMC.

11.2 IP Remedies

If a claim under Section 11.1 is made or likely, MMC may: (a) procure the right for Customer to continue using the affected Services; (b) modify or replace the affected Services with materially equivalent functionality; or (c) terminate the affected Services and refund prepaid fees for the unused remainder of the affected subscription term. Sections 11.1 and 11.2 state MMC's sole liability for infringement or misappropriation claims.

11.3 IP Exclusions

MMC has no obligation for claims arising from: (a) Customer Data, Inputs, Outputs, or Customer-provided materials; (b) use of the Services in violation of this Agreement or Documentation; (c) modification by anyone other than MMC; (d) combination with products, data, processes, or services not supplied by MMC, where the claim would not have arisen without the combination; (e) continued allegedly infringing use after MMC provides a noninfringing alternative or termination notice; (f) Third-Party Services; or (g) Preview Features.

11.4 Customer Indemnity

Customer will defend MMC, its Affiliates, and their personnel from any unaffiliated third-party claim arising from: (a) Customer Data, Inputs, Customer-provided materials, or MMC's authorized processing of them; (b) Customer's or an Authorized User's use of the Services in violation of this Agreement, Documentation, or applicable law; (c) Customer's products, services, sales, marketing, communications, location tracking, employee monitoring, or business practices; or (d) a dispute between Customer and an Authorized User, Customer Affiliate, customer, employee, contractor, or other third party. Customer will indemnify MMC against damages, costs, penalties, and reasonable attorneys' fees finally awarded or paid in a settlement approved by Customer.

11.5 Procedure

The indemnified Party will provide prompt notice of the claim, reasonable cooperation at the indemnifying Party's expense, and sole control of the defense and settlement to the indemnifying Party. Failure to provide prompt notice relieves obligations only to the extent materially prejudiced. The indemnifying Party may not settle a claim in a manner that admits wrongdoing by, imposes nonmonetary obligations on, or fails to unconditionally release the indemnified Party without written consent, not to be unreasonably withheld.

12. Limitation of Liability

12.1 Exclusion of Certain Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY NOR ITS AFFILIATES OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES; LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR ANTICIPATED SAVINGS; BUSINESS INTERRUPTION; OR LOSS, CORRUPTION, OR RECOVERY OF DATA, IN EACH CASE ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION DOES NOT APPLY TO AMOUNTS PAYABLE TO A THIRD PARTY UNDER A PARTY'S INDEMNIFICATION OBLIGATIONS.

12.2 Aggregate Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO MMC FOR THE AFFECTED SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. FOR FREE, TRIAL, PREVIEW, OR BETA SERVICES, MMC'S TOTAL LIABILITY WILL NOT EXCEED ONE HUNDRED DOLLARS ($100).

12.3 Exclusions from Cap

Sections 12.1 and 12.2 do not limit: (a) Customer's payment obligations; (b) either Party's breach of Sections 2.4 or 8; (c) either Party's fraud, willful misconduct, or liability that cannot lawfully be limited; or (d) Customer's indemnification obligations under Section 11.4. MMC's obligations under Section 11.1 remain subject to Section 12.2.

12.4 Allocation of Risk

The limitations in this Section apply regardless of the form of action, whether in contract, tort, strict liability, statute, or otherwise; apply even if a remedy fails of its essential purpose; and reflect the Parties' allocation of risk and the pricing of the Services.

13. Term; Renewal; Suspension; Termination

13.1 Agreement Term

This Agreement begins on the Effective Date and continues until all Order Forms have expired or been terminated.

13.2 Order Form Terms and Renewal

Each Order Form begins on its stated start date and continues for its stated initial term. Unless an Order Form states otherwise, it automatically renews for successive terms equal to the initial term unless either Party gives written notice of nonrenewal at least thirty (30) days before the end of the then-current term. Termination or nonrenewal of one Order Form does not affect other Order Forms.

13.3 Suspension

MMC may suspend access to all or part of the Services upon notice if: (a) fees are more than ten (10) days overdue; (b) Customer breaches Section 2.4; (c) Customer's use creates a material security risk, threatens the Services or a third party, or may subject MMC to liability; (d) suspension is required by law or a government authority; or (e) a Third-Party Service necessary to provide the Services is suspended or terminated. Where practicable, MMC will limit suspension to the affected accounts or functionality and will restore access after the issue is resolved. Suspension does not relieve Customer's payment obligations.

13.4 Termination for Cause

Either Party may terminate this Agreement or an affected Order Form if the other Party materially breaches and fails to cure within thirty (30) days after written notice, except nonpayment must be cured within ten (10) days. Either Party may terminate immediately if the other Party becomes insolvent, ceases business, or becomes subject to a bankruptcy or similar proceeding not dismissed within sixty (60) days.

13.5 Effect of Termination

Upon expiration or termination: (a) Customer's rights to use the affected Services end; (b) Customer must pay all accrued and unpaid fees; (c) if Customer terminates for MMC's uncured material breach, MMC will refund prepaid fees for the unused remainder of the terminated subscription term; (d) if MMC terminates for Customer's breach, all committed fees for the remainder of the then-current term become immediately due and are nonrefundable; and (e) each Party will return or destroy the other's Confidential Information upon request, subject to legal retention and routine backups.

13.6 Survival

Sections that by their nature should survive will survive, including Sections 3, 4, 6.1, 6.2, 6.7, 7.2, 8, 9, 10.5, 11, 12, 13.5, 13.6, and 14.

14. General

14.1 Publicity

MMC may identify Customer as an MMC customer and use Customer's name and logo in customer lists and similar marketing materials, subject to Customer's trademark guidelines. MMC will stop new use within thirty (30) days after Customer's written request. Case studies, press releases, and attributed testimonials require Customer's prior approval.

14.2 Notices

Legal notices under this Agreement must be in writing and delivered by personal delivery, nationally recognized overnight courier, or email with confirmation of receipt. Notices to MMC must be sent to Map My Customers, Inc., Attn: Legal, 167 E Chatham Street, Suite 300, Cary, NC 27511 and legal@mapmycustomers.com. Notices to Customer will be sent to the address or legal-notice email stated in the applicable Order Form. Notices are effective upon receipt.

14.3 Assignment

Neither Party may assign this Agreement without the other Party's prior written consent, except either Party may assign it without consent to an Affiliate or in connection with a merger, reorganization, sale of substantially all assets, or change of control, provided the assignee is not a direct competitor of the nonassigning Party and assumes the assigning Party's obligations. Any prohibited assignment is void. This Agreement binds permitted successors and assigns.

14.4 Subcontractors

MMC may use Affiliates and subcontractors to perform its obligations and remains responsible for their performance to the same extent as if performed by MMC, subject to the limitations of this Agreement.

14.5 Compliance with Laws; Export

Each Party will comply with laws applicable to its own performance. Customer will not access or use the Services in violation of U.S. export-control or sanctions laws and represents that it and its Authorized Users are not prohibited parties or located in prohibited jurisdictions.

14.6 Anti-Corruption

Neither Party has offered or accepted and will not offer or accept any unlawful bribe, kickback, payment, gift, or thing of value in connection with this Agreement.

14.7 Force Majeure

Neither Party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, labor disputes, epidemics, utility or telecommunications failures, internet disruptions, denial-of-service attacks, government actions, or failures of suppliers, except that force majeure does not excuse Customer's obligation to pay amounts already due.

14.8 Governing Law; Venue

This Agreement is governed by the laws of the State of North Carolina, without regard to conflict-of-laws rules. The United Nations Convention for the International Sale of Goods does not apply. Subject to Section 14.9, the state and federal courts located in Wake County, North Carolina have exclusive jurisdiction, and each Party consents to personal jurisdiction and venue there.

14.9 Dispute Resolution; Jury Waiver

Before filing a claim, the Parties will attempt in good faith for at least thirty (30) days to resolve the dispute through executives with authority to settle. Either Party may seek temporary or equitable relief at any time. EACH PARTY KNOWINGLY AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT.

14.10 Attorneys' Fees

The prevailing Party in an action to enforce this Agreement is entitled to recover its reasonable attorneys' fees and costs, in addition to other relief.

14.11 Relationship

The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship. Neither Party may bind the other.

14.12 No Third-Party Beneficiaries

This Agreement creates no third-party beneficiary rights, except that MMC's Affiliates, licensors, and personnel may enforce provisions that expressly protect them.

14.13 Severability; Waiver

If a provision is unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remainder remains effective. A waiver must be in writing and applies only to the specific instance. Delay or failure to enforce is not a waiver.

14.14 Interpretation

Headings are for convenience only. "Including" means "including without limitation." The Agreement will be interpreted fairly without presumption against the drafter. Electronic signatures and counterparts are effective.

14.15 Entire Agreement; Order of Precedence

This Agreement, together with all Order Forms, SOWs, the DPA, and incorporated policies, is the entire agreement regarding its subject matter and supersedes prior or contemporaneous communications and agreements. In a conflict, the following order applies: (1) the DPA, solely for processing of personal data; (2) the applicable Order Form, but only if it expressly identifies the provision of this Agreement being overridden; (3) the applicable SOW, solely for Professional Services; (4) this Agreement; and (5) the Documentation and incorporated policies. An Order Form or SOW does not modify this Agreement merely by containing inconsistent language; the modification must be explicit and signed by authorized representatives of both Parties.

14.16 Amendments

Except for Documentation, security materials, and policies that this Agreement expressly permits MMC to update, amendments must be in a writing signed by authorized representatives of both Parties. MMC may update incorporated online policies where reasonably necessary for legal, security, operational, or product reasons, provided an update will not materially reduce Customer's rights during a then-current subscription term.

Contact Information

To ask questions or comment about this Agreement, contact us at:

Map My Customers, Inc.
Attn: Legal
167 E Chatham Street, Suite 300
Cary, NC 27511

Or via email at: legal@mapmycustomers.com