ELSASPEAK

MASTER SERVICE AGREEMENT

Last Updated: 07/01/2025

PLEASE READ CAREFULLY. Use of the ELSA software platform, any associated websites or applications, and all products or services identified in Customer’s Service Order(s) (collectively, the “Services”) provided by ELSA Corp., together with its affiliates (collectively, “ELSA”), is expressly conditioned upon Customer’s acceptance of, and continued compliance with, this Master Subscription Agreement (the “MSA”) and the then-current supporting technical documentation made available by ELSA.

By accepting this MSA, whether by (1) clicking an “I Agree,” “Accept,” or similar assent mechanism; (2) executing a Service Order that expressly references this MSA; or (3) accessing or otherwise using any portion of the Services, Customer irrevocably agrees to be bound by the terms herein. Each duly executed or electronically accepted Service Order (an “Accepted Order”) together with this MSA constitutes a single, integrated contract (the “Agreement”). In the event of any conflict between an Accepted Order and this MSA, the terms of the Accepted Order shall govern solely with respect to the Services specified therein. If the individual accepting this MSA is acting on behalf of a corporation or other legal entity, that individual represents and warrants that he or she possesses full legal authority to bind such entity, and the term “Customer” shall refer to that entity. If the individual lacks such authority, or if Customer does not agree to every term of this MSA, Customer must not accept this MSA and may not use the Services.

The Services are offered only to persons and entities legally capable of entering into binding contracts under applicable law.

WHO WE ARE
“ELSA”, “we”, “our”, or “us” means ELSA Corp., a Delaware corporation, 139 Old Orchard Drive, Los Gatos, CA 95032, USA and its Affiliates.
“Customer,” “you, or “your” means the entity that clicks an “Accept,” signs a Service Order, or otherwise uses the Services
DEFINITIONS
Except otherwise defined in this Agreement, the capitalized terms used in this Agreement shall have the following meaning. Capitalized terms not defined below carry the meanings in an Accepted Order or in context.
1. “Admin Platform” means a product exclusively designed for businesses or schools on a SaaS basis Product package, that enables them to create different features for their organization, among other things, such as opening accounts and internal teams, defining team managers, assigning tasks to teams or Learners, and viewing organization performance or insights.
2. “Affiliate” means, in relation to any fully owned and controlled entity and/or an entity that directly or indirectly holds a controlling interest of more than fifty percent (50%) in ELSA. An entity is deemed included within the meaning of “Affiliate” even if it qualifies as such after the Effective Date of the applicable Agreement and/or Accepted Service Order.
3. “Intellectual Property Rights” refers to any patents, rights in software, utility models, registered and unregistered designs, copyrights, database rights, trademarks, domain names, rights in confidential information, trade secrets, know-how, and all registrations, applications, renewals, extensions, combinations, divisions, continuations or reissues of any of the foregoing of ELSA and its affiliates in any part of the world.
4. “Learner” or “User/s” refers to an individual or group registered by Customer with ELSA to access and utilize the Service.
5. “License” refers to a limited, non-exclusive, non-transferable, non-sublicensable right, during the applicable Service Order and subject to Customer’s timely payment of all Service Fees, for Customer and its User to access and use the Product strictly in accordance with (i) this Agreement, (ii) the applicable Accepted Service Order, and (iii) any published Documentation. The License confers no ownership interest in the Product, no right to receive source code, and no right to exploit the Product beyond the scope expressly granted herein.
6. “Product” Our proprietary SaaS, API’s, content, documentation, updates and any related deliverables.
7. “Services” means collectively, the access to the Software (in accordance with the applicable Program, as defined below), the Support and Maintenance Services, and the implementation services related to the use of the Platform, including but not limited to the provision of content, websites, applications, License, access to the Admin portal, accounts for learning English, and materials for using the Platform and the support from Customer Success Team, all in the scope explicitly agreed and set forth under any applicable Service Order.
  
  A full glossary is available here
SERVICES AND COLLABORATION SCOPE
1. Where Customer wishes to receive the Services and deliverables from ELSA, the Parties shall cooperate to agree to a Service Order (hereinafter referred to as “Accepted Service Order“). Customer will submit to ELSA one or more service orders in the form provided to Customer by ELSA (each, a “Service Order“). ELSA reserves the right to review and confirm the details provided in each Service Order before proceeding.
2. Subject to the terms and conditions of this Agreement, and for the duration of its term, Customer will submit to ELSA one or more Service Orders, Each Service Order submitted to ELSA shall be executed by Customer and shall include, inter alia, the purchase date, quantity, and any other information necessary for ELSA.
3. Each Accepted Service Order shall be binding and shall form part of this Agreement when it has been signed and executed by both Parties. All Accepted Service Orders are non-refundable and non-cancellable
4. If there is any conflict or inconsistency between any of the terms of this Agreement and any Accepted Service Order, the Accepted Service Order shall take precedence.
5. Within seven (07) Working Days of receipt of the Service Order, ELSA shall notify Customer in writing of their acceptance or rejection (accompanied by a reasonable justification for any such rejections) of the Service Order.
6. Any delays or other changes by Customer to the Accepted Service Order must be approved in advance and in writing by ELSA, and such approval will not prejudice any rights or remedies that ELSA may have under the Agreement or by law.
7. In the event of any delays or interruptions in the delivery of the Service due to reasons not directly attributable to ELSA, the timelines for performance by ELSA will be automatically extended as necessary. Furthermore, ELSA will be entitled to receive reasonable compensation from the Customer for any damages, costs, and/or expenses incurred as a direct or indirect result of such delay or interruption. Customer acknowledges that such compensation will be due and payable without offset or deduction.
8. ELSA will not be held liable for any delays in Service delivery caused by factors beyond its reasonable control, including but not limited to technical issues, network failures, email delivery errors, or any Force Majeure Events. ELSA reserves the right to determine the most appropriate and secure method of Service delivery and will bear no responsibility for any miscommunication or mis-delivery caused by inaccurate contact information provided by Customer. If Customer fails to receive the Service within the stipulated time frame, Customer must notify ELSA in writing within three (03) Working Days of the expected delivery date. Failure to provide such notice will result in Customer waiving any non-delivery or delayed delivery claims, and ELSA will be released from any further obligations or liabilities in this regard.
PAYMENT TERMS
1. The fees related to each Service Order shall be as determined by ELSA from time to time and included in a price list to be provided by ELSA in writing with relation to each Service Order issued by Customer (the “Service Fee“); it is hereby clarified that ELSA reserves the right to update the price list at any time in its sole and absolute discretion.
2. Unless otherwise stipulated in the Accepted Service Order, Customer will be obligated to remit the total value of the Accepted Service Order to ELSA’s designated bank account as detailed in the Service Order within five (05) Working Days from the date of acceptance of the Service Order by ELSA. The payment obligation is only deemed fulfilled when ELSA fully receives the Service Fee.
3. Unless otherwise stipulated in the Accepted Service Order, ELSA will issue an invoice to Customer within three (03) Working Days following the receipt of full payment from Customer.
4. Any expenses/fees/bank charges arising out of the Service payment will be borne by Customer.
5. Customer will be liable for late payment interest at 0.05% per day on any overdue amounts. Such interest will accrue from the date the payment becomes overdue and continue to accrue until Customer fully pays the outstanding amount.
RIGHTS AND OBLIGATIONS OF ELSA
In addition to the rights and obligations outlinedin this Agreement, ELSA will have the following rights and obligations:
1. ELSA reserves the right, at its sole discretion, to amend, suspend, withdraw, or decline the provision of Services under any Service Order, in whole or in part, at any time without incurring any obligation, liability, or compensation to Customer before Customer fully pays any due Service Fee.
2. ELSA will make commercially reasonable efforts to address and rectify technical errors in the Services during its usage period. ELSA’s obligation to address technical errors is contingent upon timely notification in writing by Customer and will not extend to errors caused by external factors, including but not limited to incompatible systems, unauthorized modifications, or Force Majeure Events.
3. ELSA will cooperate with Customer to resolve any issues arising during the execution of this Agreement. However, ELSA reserves the right to determine the appropriate measures to address such issues and will not be obligated to implement solutions that exceed the scope of the agreed Service or require significant alterations to the existing system.
RIGHTS AND OBLIGATIONS OF CUSTOMER
In addition to the rights and obligations outlinedin this Agreement, Customer will have the following rights and obligations:
1. Customer must actively cooperate in all other necessary matters to enable ELSA to provide the Services appropriately.
2. Customer must use its best effort to fulfill its undertakings as outlined in this Agreement.
3. Customer must make all payments to ELSA promptly and in full, per the terms specified in this Agreement and the applicable Service Order.
4. Customer acknowledges and agrees that Customer will be solely responsible for the payment of any and all applicable taxes, including but not limited to withholding taxes, arising from or related to the transactions contemplated by this Agreement. The net amounts specified in any applicable Accepted Service Order will be paid to ELSA in their entirety, without any deductions or withholdings for taxes. If Customer is legally obligated to withhold or deduct any taxes, Customer must pay such additional amounts as may be necessary to ensure that ELSA receives the total amount specified in the Service Order(s) without any reduction.
5. Customer must not, and shall not allow any User or third party to:
  1. Grant or assign any right to use, sell, purchase, license, sub-license or lease the any of the Software, the License, the Program or any portion or component of them to any third-party or in breach of the terms of this Agreement;
  2. Copy, change, translate, adapt, analyze, reverse-engineer, disassemble, decompile, or develop the Software or any portion or component thereto, create any derivative works or do any similar acts with respect to the Software, or allow any third party to do so;
  3. Use the Software or any derived information or reports in any manner or for any purpose that violates any rights or interest of ELSA or any other third-party;
  4. Use the Software for purposes other than the Agreement specifically allows;
  5. Use the Software and/or Platform, its content and program, or any related materials in a manner that violates or infringes any rights of any third party, or otherwise harms, damages, or discriminates any third party, including but not limited to privacy rights, publicity rights, or Intellectual Property Rights;
  6. Remove or alter any trademarks or other proprietary notices related to the Software, Platform, their content and program, or any related materials;
  7. Circumvent, disable, or otherwise interfere with security/privacy-related features of the Software and/or Platform, its content and program, or any related materials or features that enforce use limitations;
  8. Make available or use the Software and/or Platform, its content and program, or any related materials in any manner prohibited by applicable laws (including but not limited to export control laws, securities laws, and any financial regulation applicable to Customer); And/or
  9. Transmit any malicious code (i.e., software viruses, Trojan horses, worms, malware, or other computer instructions, devices, or techniques that erase data or programming, infect, disrupt, damage, disable, or shut down a computer system or any component of such computer system) or other unlawful material in connection with the Platform and/or Software (including any portion or component thereof) or any related materials.
6. Customer undertakes that the maximum permitted use of the Service, whether by number of Users (for the Saas Service) or by other usage metrics (for the API Service) shall not exceed the usage limitations specified in the applicable Accepted Service Order(s). For the avoidance of doubt, in the case of the Saas Services, the number of Users set forth in the applicable Accepted Service Order(s) corresponds to the number of Learners who may access and utilize the Service. In the case of the API Service, the applicable usage limitation may refer to the number of API calls, integrations or other technical usage metrics.
7. If Customer wishes to grant Service access beyond the usage limitation specified in the applicable Service Order, then:
  1. The Admin of Customer shall first contact ELSA to discuss any additional service fee with a new Service Order for such additional usage.
  2. Customer shall agree to pay any additional service fee for such additional usage prior to such access. It is hereby agreed that any additional service fee may differ from the Fees, per ELSA’s sole discretion, and per request.
8. Customer shall only use the Software and/or Platform in accordance with the Documentation, information and materials provided by ELSA, and subject to the use limitations included herein and applicable laws.
9. Customer shall be responsible that the usage of any and all of the Users accessing or making use of the Platform and/or Software on its behalf shall act and comply in all respects with the terms of the Agreement and the applicable Service Order. Without derogating from the above, Customer shall be liable at all times to any act or omission of any person or entity using the Platform and/or Software on its behalf as if such act or omission were made by Customer.
INTELLECTUAL PROPERTY RIGHTS
1. The Intellectual Property Rights of ELSA and any of its Affiliates shall be, at all times, fully and exclusively retained by them including, without limitation, full ownership, control, and exclusive rights over all such Intellectual Property Rights. No transfer, assignment, license, or any other form of rights or permissions related to these Intellectual Property Rights is granted to Customer or any other parties under this Agreement, Service Orders, or any other related documents, unless explicitly agreed upon and stipulated in writing by ELSA. For the avoidance of doubt, any use of ELSA’s Intellectual Property Rights by Customer is strictly limited to the specific purposes outlined in this Agreement and does not confer any ownership or lasting rights. Nothing herein constitutes a waiver of ELSA’s Intellectual Property Rights under any law, and ELSA reserves all rights not expressly granted
2. Except otherwise agreed by the Parties in writing, ELSA shall retain all rights, title and interest in and to ownership of all Intellectual Property Rights embodied in or related to the specifications, the process technology, and the Products.
3. If prior or during the term of the Agreement, ELSA receives any feedback (e.g., questions, comments, suggestions, or the like) regarding any of the Service (collectively, “Feedback”), all rights, including Intellectual Property Rights in such Feedback shall belong exclusively to ELSA and that such shall be considered ELSA’s information that Customer must keep confidential in accordance with this Agreement, and Customer hereby irrevocably and unconditionally transfers and assigns to ELSA all intellectual property rights it has in such Feedback and waives any and all moral rights that Customer may have in respect thereto.
4. ELSA shall have the right to process data and other information relating to the provision, use and performance of various aspects of the Products and related systems and technologies (including, without limitation, information concerning end users usage data and data derived therefrom) in aggregate, anonymized, non-identifiable, or other de-identified form (including removal of any Customer identifiers) (“Usage Information”) and ELSA will be free (during and after the term hereof) to (i) use such Usage Information to improve and enhance the Products, and for other development, proprietary machine learning capabilities, diagnostic and correcting purposes in connection with the Products and other ELSA developments. Such Usage Information is ELSA’s exclusive property.
5. Customer agrees not to engage in any acts that are contrary or inconsistent with ELSA’s Intellectual Property Rights. Any such actions will be deemed a material breach of this Agreement, entitling ELSA to have the absolute right to terminate the provision of all Services to Customer. ELSA will also retain the right to pursue all available legal remedies without limitation.
CONFIDENTIALITY & NON-DISCLOSURE
1. Each receiving Party must keep confidential all information and materials provided by the other Party and will not disclose, in whole or in part, such information or related materials to any third party (that is not a Party or a related party to this Agreement) without the consent of the disclosing Party providing the information and materials. During their cooperation under this Agreement, the Parties will use the information and materials solely for the purposes as agreed upon in the Agreement.
2. The Parties will make their best efforts to maintain the confidentiality of all information and materials provided by the other ELSAnd must ensure that their employees are similarly obligated to maintain confidentiality.
3. This confidentiality obligation does not apply to information and/or materials that:
  - Become public information revealed by or through media other than any breach of this obligation by a Party;
  - Were already known to a Party prior to disclosure by the other Party;
  - Have been de-identified and constitute as Usage Information;
  - Are disclosed by the Party that provided such information and/or materials; or
  - Are required to be disclosed by competent authorities or judicial bodies.
4. Any damages arising out of or from any breaches of this confidentiality obligation herein and under any relevant laws and regulations will be subject to compensation for contractual violation under relevant laws currently in force.
DATA PRIVACY AND SECURITY
1. The processing of Personal Data, as defined in the following referenced addenda, shall be governed exclusively by the provisions of ELSA’s Data Processing Addendum for ELSA Business or Data Processing Addendum for ELSA Schools, as relevant and applicable, (collectively, “the DPAs”); the latter addendum applying only if Customer is an academic institution or if agreed to specifically by the Parties in writing. The DPAs, which are hereby incorporated into this Agreement and form an integral part thereof as applicable, shall apply automatically with Customer entering into this Agreement and the Parties agree to be bound by it, unless agreed to otherwise by the Parties in writing.
2. In the event Customer fails to comply with any data protection or privacy law or regulation and/or any provisions of the DPA, then (a) to the maximum extent permitted by laws of the state of California, Customer will be fully responsible and liable for any such breach (including but not limited to its employees, officers, directors, subcontractors, and agents), and (b) in the event of any claims of any kind related to any such breach, Customer will defend, hold harmless and compensate ELSA (including but not limited to its employees, officers, directors, subcontractors, and agents) from any and all losses, penalties, fines, damages, liabilities, settlements, costs and expenses, including reasonable attorney’s fees.
MARKETING & PROMOTIONAL UNDERTAKINGS
1. ELSA shall have the right to request support from Customer for promotion, marketing, brand development, and introducing products and Services to partners and potential customers, and Customer will consider such requests in good faith. Additionally, ELSA may use Customer’s references, case studies, materials, logos, images, brand name, in accordance with Customer’s brand guidelines, without requiring prior written approval for each use – provided that such use aligns with the objectives of the partnership and does not misrepresent Customer.
2. Participation in Industry Events: Customer will make reasonable efforts to participate in and provide testimonials at industry events deemed relevant by ELSA, upon ELSA’s request and subject to Customer’s availability and internal considerations.
3. Sales and Upsell References: Customer agrees that ELSA may identify Customer as a customer reference in sales and upsell opportunities, provided that ELSA (a) gives Customer at least five (5) business days’ notice d each reference opportunity and (b) omits any confidential or competitively sensitive information unless otherwise agreed. Customer may opt out of a specific reference by written notice within that period.
4. Contribution to Thought Leadership Marketing Materials: Customer will use commercially reasonable efforts to participate in up to two (2) white papers studies or other industry-related knowledge materials per calendar year prepared by ELSA. At least ten (10) business days before publication, ELSA will share a draft (or executive summary) with Customer. If, within five (5) business days of receipt, Customer notifies ELSA in writing that it prefers not to be referenced, ELSA will remove any identifying mentions of Customer before publishing. Absence of such notice is deemed consent. Customer’s decision not to be referenced will not be unreasonably withheld but may be made for any legitimate business or regulatory reason.
5. Case Study Participation: Customer agrees in principle to participate in the creation of case studies that highlight the impact and effectiveness of ELSA’s solutions, while ELSA shall provide drafts for Customer’s review and approval before publication.
6. Customer’s Identification: ELSA may refer to Customer as a client in marketing, business development, and public relations activities including media outreach, subject to the same notice-and-objection procedure set out in clauses above.
TERM AND TERMINATION
1. Either party may terminate This Agreement if the other party materially breaches its obligations hereunder, which default is incapable of cure of which, being capable of cure, has not been cured within 30 days after receipt of written notice from the non-defaulting party.
2. Termination for Insolvency. Either Party may terminate this Agreement immediately upon written notice if the other Party (i) is adjudicated bankrupt or insolvent, (ii) has a receiver, trustee, or similar officer appointed for all or a substantial part of its assets, (iii) files or has filed against it any petition under bankruptcy or insolvency laws that is not dismissed within sixty (60) days, or (iv) generally fails to pay its debts as they become due.
3. Termination for Extended Force Majeure. If a Force Majeure Event (as defined herein) prevents either Party from performing its material obligations under this Agreement for a continuous period exceeding thirty (30) days, the unaffected Party may terminate this Agreement upon ten (10) days’ written notice.
4. Effect of Termination:
  Upon termination or expiration of this Agreement:
  - Customer shall immediately cease all use of the Services and Platform;
  - Customer shall pay all outstanding fees through the effective date of termination;
  - Each Party shall return or destroy all Confidential Information of the other Party;
5. Survival. The following provisions shall survive any termination or expiration of this Agreement: Section [7] (Intellectual Property Rights), Section [8] (Confidentiality), Section [14] (No Representations; Limitation of Liability), Section [13] (Compensation or Breach).
FORCE MAJEURE EVENT
Force Majeure Event refers to extraordinary events or circumstances beyond the control of a Party (“Affected Party“) that prevent the Affected Party from fulfilling their obligations under the Accepted Service Order and Agreement. Force Majeure Event, including but not limited to hostilities, war, revolution, civil commotion, strikes, plagues, labor disturbances, acts of God, changes in public policy and/or laws and similar events. The Affected Party must notify the other Party in writing within seven (07) days of the occurrence of a Force Majeure Event. If the Affected Party is unable to resolve the Force Majeure Event within thirty (30) days of its occurrence, the other Party has the right to terminate the Agreement in accordance to article 10 above, and the Affected Party will not be liable to compensate the other Party.
COMPENSATION & INJECTIVE RELIEF
1. The Party that breaches the terms and conditions of this Agreement will compensate and hold the other Party harmless from any losses, damages, or liabilities arising as a consequence of such breach under applicable laws.
2. Customer acknowledges that using the Services in violation of this Agreement, or permitting any unauthorized transfer, subclassing, reproduction, or disclosure of the Services underlying technology or related materials, would cause ELSA, its Affiliates, suppliers and authorized distributors (“Resellers”) irreparable harm. Accordingly, ELSA, its Affiliates, suppliers and Resellers shall be entitled to obtain preliminary or permanent injunctive relief and any other equitable remedy, without the requirement of posting a bond or other security.
NO REPRESENTATION; LIMITATION OF LIABILITY
1. TO THE FULLEST EXTENT PERMITTED UNDER ANY APPLICABLE LAW, THE SERVICE, INCLUDING ALL IMAGES, AUDIO FILES AND OTHER CONTENT THEREIN, AND ANY OTHER INFORMATION, PROPERTY AND RIGHTS GRANTED OR PROVIDED TO CUSTOMER BY ELSA ARE PROVIDED ON AN “AS IS” BASIS. ELSA AND ITS AFFILIATES OR SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE SERVICE, EITHER EXPRESS OR IMPLIED, AND ALL SUCH REPRESENTATIONS AND WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, ARE EXPRESSLY DISCLAIMED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ELSA DOES NOT MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND RELATING TO ACCURACY, SERVICE AVAILABILITY, COMPLETENESS, INFORMATIONAL CONTENT, ERROR-FREE OPERATION, RESULTS TO BE OBTAINED FROM USE, OR NON-INFRINGEMENT. ACCESS AND USE OF THE SERVICE MAY BE UNAVAILABLE DURING PERIODS OF PEAK DEMAND, SYSTEM UPGRADES, MALFUNCTIONS OR SCHEDULED OR UNSCHEDULED MAINTENANCE OR FOR OTHER REASONS.
2. Without derogating from the above, to the maximum extent permitted by applicable law: (i) ELSA’s total cumulative liability for all claims arising out of or relating to this agreement, whether in contract, tort or otherwise, shall not exceed the total amount of fees actually paid by Customer to ELSA under this agreement during the twelve (12) months immediately preceding the date of the event giving rise to the claim, and (ii) In no event shall either Customers liable to the other Party for any indirect, incidental, special, punitive, or consequential damages, including but not limited to loss of profits, loss of business opportunity, loss of data, or cost of substitute services, even if such party has been advised of the possibility of such damages.
3. The limitations and exclusions in sub-Section above shall not apply to: (i) either Party’s breach of its confidentiality obligations under this Agreement; (ii) Customer’s breach of the license restrictions set forth in this Agreement; (iii) either Party’s intellectual property infringement; (iv) either party’s fraud or willful misconduct; or (v) Customer’s payment obligations under this agreement.
  The Parties acknowledge that the limitations of liability set forth in this Section are an essential element of this agreement, and that in the absence of such limitations, the economic terms of this agreement would be substantially different.
INDEMNIFICATION
Customer agrees to defend, indemnify and hold harmless ELSA and any of its Affiliates, directors, officers, employees, contractors, agents, suppliers, licensors, successors and assigns, from and against any and all losses, claims, causes of action, obligations, liabilities and damages whatsoever, including attorneys’ fees, arising out of or relating to Customer’s access or use of the Service, any false representation made to ELSA (whether or not in connection with the Service), a breach of any of the terms of this Agreement and/or a Service Order, any violation of applicable laws or regulations by Customer, any negligent acts or omissions of Customer, and/or with respect to any claim that any service provided by ELSA is inaccurate, inappropriate or defective in any way whatsoever. This indemnification obligation shall survive the termination or expiration of this Agreement.
MISCELLANEOUS
1. Amendments. Any changes or amendments to this Agreement must be made in writing and duly signed by the Parties hereto, explicitly stating that they constitute an integral part of this Agreement.
2. Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of California, USA, without giving effect to any principles of conflict of laws that would lead to the application of the laws of another jurisdiction. The exclusive jurisdiction and venue for actions related to the subject matter hereof shall be the competent federal or state courts in Santa Monica California.
3. Dispute Resolution. All disputes, controversies, or claims arising out of or relating to this Agreement will first be resolved by the Parties through negotiation. In case the Parties are unable to reach a resolution through negotiation within thirty (30) days, the dispute will finally be resolved by the competent federal or state courts in Santa Monica California.
4. No third-Customereneficiaries. There are no third-Customereneficiaries to this Agreement.
5. Entire Agreement. This Agreement and all materials referenced herein, are the Parties’ entire agreement relating to its subject and supersedes any prior or contemporaneous contracts between the Parties. The terms located at a URL and referenced in this Agreement are hereby incorporated by this reference.
6. Counterparts. The Parties may enter into this Agreement in counterparts, including facsimile, PDF, or other electronic copies, which, taken together, will constitute one instrument.
7. Severability. If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions of this Agreement are not affected or impaired in any way.
8. Languages. In case of use of another language, and in case of a conflict between them, the English version will prevail.
9. Partnerships or employee relations. Nothing in this Agreement shall be considered or create any form of partnership, collaboration, or employee-employer relations between the Parties.
10. The Appendices to this Agreement are inseparable, including but not limited to information about the Parties in the transaction, service package information, Service Fee, Support and Maintenance Services, and payment terms.