Master Subscription Agreement

This Master Subscription Agreement ("Agreement" or "MSA") is entered into between We Ship CRMs LLC, a Delaware limited liability company doing business as ShipCRM ("Company," "we," "us," or "our"), and the entity identified on an Order Form ("Customer," "you," or "your"). Company and Customer are each a "party" and together the "parties."

This Agreement governs Customer's purchase and use of Company's AI-native sales intelligence and customer relationship management platform and related services (the "Services"). It becomes binding on the earliest of the date Customer executes an Order Form referencing this Agreement, the date Customer accepts this Agreement electronically, or the date Customer first accesses the Services under a paid subscription (the "Effective Date").

Relationship to the Terms of Service. Company also publishes online Terms of Service that govern self-service and free-trial use of the Services. Where Customer has executed or accepted an Order Form referencing this Agreement, this Agreement governs Customer's use of the Services and supersedes those Terms of Service in their entirety with respect to Customer.

No competitor access. Customer may not access the Services if it is a direct competitor of Company, except with Company's prior written consent, and may not access the Services for the purpose of monitoring their availability, performance, or functionality, or for any competitive or benchmarking purpose.

1. Definitions

• "Affiliate" means an entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership of more than fifty percent (50%) of the voting interests.
• "AI Features" means the artificial-intelligence functionality of the Services, including briefings, drafting assistance, summarization, enrichment, scoring, and conversational assistance.
• "AI Output" means content, suggestions, scores, or other results generated by AI Features.
• "Authorized User" means an individual employee, contractor, or agent of Customer or its Affiliates whom Customer authorizes to use the Services under Customer's account and for whom a subscription has been purchased.
• "Confidential Information" has the meaning given in Section 7.1.
• "Customer Data" means all data, records, text, files, contact and company records, deal and shipment records, communications, documents, and other content that Customer or its Authorized Users submit to, upload to, or generate within the Services, excluding Usage Data.
• "Documentation" means Company's then-current published user guides, in-product help, and technical documentation for the Services.
• "DPA" means Company's Data Processing Addendum, incorporated into this Agreement by reference where applicable data-protection law requires it.
• "Order Form" means an ordering document, online checkout, or renewal record executed or accepted by Customer that identifies the subscription plan, number of Authorized User seats, fees, Subscription Term, and any additional terms, and that references or incorporates this Agreement.
• "Personal Data" means information within Customer Data relating to an identified or identifiable natural person, as defined by applicable data-protection law.
• "SLA" means Company's Service Level Agreement, attached to and incorporated into this Agreement as Exhibit A.
• "Subscription Term" means the initial term and each renewal term of a subscription as set out in the applicable Order Form.
• "Third-Party Service" means a product, application, or service not provided by Company that Customer elects to connect to or use with the Services.
• "Usage Data" means technical and operational data generated by use of the Services — log data, feature-usage counts, performance metrics, error reports — in a form that does not identify Customer, any Authorized User, or any individual.

2. Structure of the Agreement

2.1 Order Forms

Customer purchases subscriptions under one or more Order Forms. Each Order Form is governed by and incorporates this Agreement and is a separate contract for the subscriptions it describes. Customer Affiliates may purchase under this Agreement by executing their own Order Form, in which case the purchasing Affiliate is the "Customer" for that Order Form and is solely responsible for its obligations.

2.2 Order of Precedence

In the event of a conflict, the following order applies, highest first: (a) the applicable Order Form, but only as to terms expressly negotiated in it; (b) the DPA, but only as to the processing of Personal Data; (c) this Agreement; (d) the SLA; and (e) the Documentation. Company's online Terms of Service do not apply to a Customer under an Order Form.

2.3 No Purchase-Order Terms

Any pre-printed, click-through, or referenced terms in a Customer purchase order, vendor portal, supplier registration, or similar document are void and of no effect, even if Company signs or acknowledges that document. Only Customer's identifying, quantity, and pricing information in a purchase order is given effect.

3. Provision of the Services

3.1 Access Grant

Subject to this Agreement and payment of all fees, Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Services and Documentation for Customer's internal business purposes, up to the number of Authorized User seats purchased in the applicable Order Form.

3.2 Service Levels

Company will make the Services available in accordance with the SLA. Service credits under the SLA are Customer's sole and exclusive remedy, and Company's entire liability, for any failure to meet the availability or support commitments described in the SLA, except for the chronic-failure termination right expressly stated in the SLA.

3.3 Support

Company will provide technical support to Authorized Users as described in the SLA. Support for free trials, sandbox environments, and beta features is provided on a commercially reasonable-efforts basis only.

3.4 Changes to the Services

Company continuously improves the Services and may modify them. Company will not make a change during a paid Subscription Term that materially decreases the core functionality or the overall security of the Services purchased under an Order Form. If Company does so and fails to restore that functionality within thirty (30) days after Customer's written notice, Customer may terminate the affected Order Form and receive a pro-rata refund of prepaid, unused fees.

3.5 Beta and Evaluation Features

Company may offer features identified as beta, preview, early access, or evaluation ("Beta Features"). Beta Features are provided "AS IS," without warranty, indemnity, service level, or support commitment; may be changed or discontinued at any time; and are excluded from the SLA. Use of Beta Features is voluntary and at Customer's own risk.

3.6 Future Functionality

Customer's purchases are not contingent on the delivery of any future functionality or feature, and are not dependent on any oral or written public comments by Company regarding future functionality or features.

3.7 Subcontractors

Company may use subcontractors and third-party service providers — including hosting, email delivery, payment, translation, and artificial-intelligence model providers — to deliver the Services. Company remains responsible for their performance under this Agreement. Sub-processors of Personal Data are governed by the DPA.

4. Customer Responsibilities

4.1 Accounts and Credentials

Customer is responsible for all activity occurring under its account. Login credentials are personal to a single Authorized User and may not be shared; a seat may be reassigned only to a person replacing an Authorized User who no longer uses the Services. Customer will keep credentials confidential, promptly deactivate departing users, and notify Company at support@shipcrm.ai of any suspected unauthorized access.

4.2 Acceptable Use Restrictions

Customer will not, and will not permit any Authorized User or third party to:

• send unsolicited bulk email, automated messages, or telemarketing in violation of the CAN-SPAM Act, the TCPA, CASL, or comparable anti-spam or telemarketing laws;
• sell, resell, rent, lease, sublicense, time-share, or operate a service bureau or outsourcing offering using the Services, except as expressly authorized in an Order Form;
• copy, modify, translate, or create derivative works of the Services, or reverse engineer, decompile, or attempt to derive source code, algorithms, or model weights, except to the extent this restriction is unenforceable under applicable law;
• use the Services or AI Output to build, train, or improve a competing product or machine-learning model, to copy the features or user interface of the Services, or to benchmark the Services for public disclosure without Company's prior written consent;
• upload malicious code, or interfere with, disrupt, probe, scan, or circumvent the security, rate limits, authentication, tenancy isolation, or integrity of the Services;
• exceed purchased seat counts, API rate limits, storage limits, or other usage limits stated in the Order Form or Documentation;
• submit to the Services any protected health information subject to HIPAA, payment card data subject to PCI DSS, government-issued identification numbers, biometric identifiers, children's data subject to COPPA, or other special-category or highly sensitive data, unless expressly agreed in writing in an Order Form; or
• use the Services for any unlawful, defamatory, infringing, harassing, or fraudulent purpose.

If Customer exceeds a contractual usage limit, Company will work with Customer to reduce usage to conform; if Customer is unable or unwilling to do so, Customer will execute an Order Form for the additional quantities or pay an invoice for the excess usage.

4.3 Customer Data Rights and Consents

Because the Services process information about Customer's prospects, clients, and other third parties, Customer represents and warrants that it has and will maintain all rights, consents, notices, and lawful bases required under applicable law — including the GDPR, UK GDPR, CCPA/CPRA, CAN-SPAM, the TCPA, and comparable laws — to submit Customer Data to the Services and to have Company process it as contemplated by this Agreement and the DPA. Customer is responsible for the accuracy, quality, and legality of Customer Data and the means by which it acquired that data.

4.4 Third-Party Services

The Services may interoperate with Third-Party Services that Customer connects, such as email and calendar providers. Company does not control those services, is not responsible for their availability, security, or data practices, and provides no service level for them. Customer's use of a Third-Party Service is governed by Customer's agreement with that provider, and Customer's enabling of an integration constitutes authorization for Company to exchange Customer Data with it as required for the integration to function. If a provider ceases to make a Third-Party Service available for interoperation, Company may cease providing the related feature without liability, refund, or credit.

5. Fees, Invoicing, and Payment

5.1 Fees

Customer will pay the fees stated in each Order Form. Except as expressly stated in this Agreement, fees are based on subscriptions purchased and not actual usage, payment obligations are non-cancelable, fees paid are non-refundable, and purchased quantities may not be decreased during a Subscription Term.

5.2 Invoicing and Payment Terms

Unless an Order Form states otherwise, fees are invoiced in advance for the Subscription Term and are due net thirty (30) days from the invoice date. Customers paying by credit card or other automatic payment method authorize Company and its payment processor to charge the designated payment method for all fees when due, including on each renewal.

5.3 Added Seats

Customer may add Authorized User seats during a Subscription Term at the per-seat rate in the applicable Order Form. Added seats are invoiced pro-rata for the remainder of the then-current Subscription Term and co-terminate with it.

5.4 Late Payment

Undisputed amounts not paid when due accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, from the due date until paid. Customer will reimburse Company's reasonable costs of collection, including attorneys' fees. If any amount is thirty (30) days or more overdue (ten (10) days for declined card payments), Company may, after at least ten (10) days' prior notice, accelerate all unpaid fee obligations under all Order Forms so they become immediately due, and suspend the Services until paid in full.

5.5 Disputed Amounts

Customer must notify Company in writing of any good-faith dispute regarding an invoice within thirty (30) days of the invoice date. Company will not exercise its rights under Section 5.4 for amounts genuinely disputed in good faith while Customer cooperates diligently to resolve the dispute and pays all undisputed amounts when due.

5.6 Taxes

Fees exclude all sales, use, value-added, goods-and-services, withholding, and similar taxes and duties, which are Customer's responsibility, other than taxes on Company's net income. If Company is legally required to collect such taxes, they will be invoiced to Customer unless Customer provides a valid exemption certificate. If Customer must withhold any amount, Customer will gross up the payment so Company receives the full invoiced amount.

5.7 Renewal Pricing

Per-unit pricing at renewal will not increase by more than seven percent (7%) above the pricing in effect during the prior Subscription Term, unless Company gives Customer notice of different pricing at least sixty (60) days before the renewal term begins. Promotional or one-time discounts renew at Company's then-current list price unless the Order Form states otherwise. A renewal in which subscription volume has decreased may be re-priced without regard to the prior term's per-unit pricing.

6. Term, Renewal, Suspension, and Termination

6.1 Term

This Agreement begins on the Effective Date and continues until all Order Forms have expired or been terminated. Each subscription runs for the Subscription Term stated in its Order Form.

6.2 Automatic Renewal

Unless an Order Form states otherwise, each subscription automatically renews for successive periods equal to the expiring Subscription Term (or one year, whichever is shorter), unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term. Monthly subscriptions may be canceled at any time effective at the end of the then-current monthly period.

6.3 Termination for Cause

Either party may terminate this Agreement or an affected Order Form if the other materially breaches and fails to cure within thirty (30) days after written notice describing the breach, except that Company may terminate immediately for Customer's breach of Section 4.2 (Acceptable Use) or Section 7 (Confidentiality). Either party may terminate immediately on written notice if the other becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to a bankruptcy or similar proceeding not dismissed within sixty (60) days.

6.4 Effect of Termination

On expiration or termination, Customer's right to access the Services ends. If Customer terminates for Company's uncured material breach, or under Section 3.4 or the SLA's chronic-failure right, Company will refund prepaid, unused fees for the remainder of the Subscription Term. If Company terminates for Customer's uncured material breach, Customer will pay any unpaid fees covering the remainder of the term of all Order Forms, and no refund is owed. In no event does termination relieve Customer of the obligation to pay fees for the period prior to the effective date of termination.

6.5 Suspension

Company may suspend Customer's or an Authorized User's access, with notice where practicable, if (a) fees are past due as described in Section 5.4; (b) Customer's use poses a security, legal, or operational risk to the Services, Company, or another customer; (c) Customer breaches Section 4.2; or (d) suspension is required by law. Where the circumstances permit, Company will give notice and an opportunity to remedy before suspending. Company will limit the scope and duration of any suspension to what is reasonably necessary and will restore access promptly once the cause is resolved. Suspension does not relieve Customer of its payment obligations, and suspension time is excluded from SLA availability calculations.

6.6 Data Export and Deletion

For thirty (30) days after expiration or termination, Company will make Customer Data available for export through the Services' standard export functions, provided Customer's account is not suspended for non-payment and all undisputed fees are paid. On Customer's written request during that period, Company will provide a one-time machine-readable export at no charge. After that period, Company will delete Customer Data from active production systems within a further thirty (30) days and from routine encrypted backups in accordance with its backup rotation, except where retention is required by law.

7. Confidentiality

7.1 Definition

"Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient") that is designated confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Customer Data is Customer's Confidential Information. The Services, Documentation, non-public pricing, security documentation, and product roadmap are Company's Confidential Information. The terms of this Agreement and each Order Form are the Confidential Information of both parties.

7.2 Obligations

Recipient will use Discloser's Confidential Information solely to perform under this Agreement, will protect it with at least the degree of care it uses for its own confidential information of like importance (and no less than reasonable care), and will disclose it only to its employees, Affiliates, advisors, and contractors who need to know it and are bound by confidentiality obligations at least as protective as these. Recipient is responsible for their compliance.

7.3 Exclusions

Confidential Information does not include information that is or becomes public through no fault of Recipient, was rightfully known to Recipient without confidentiality obligation before disclosure, is rightfully received from a third party without restriction, or is independently developed by Recipient without use of or reference to Discloser's Confidential Information.

7.4 Compelled Disclosure

Recipient may disclose Confidential Information to the extent required by law or valid legal process, provided it gives Discloser prompt written notice where legally permitted, discloses only what is legally required, and reasonably cooperates with Discloser's efforts to obtain protective treatment at Discloser's expense.

7.5 Duration and Return

These obligations continue for three (3) years after disclosure and, for trade secrets and Customer Data, for as long as the information remains a trade secret or is retained. On Discloser's written request following termination, Recipient will return or destroy Confidential Information in its possession, except for routine archival backups and copies required by law, which remain subject to this Section.

8. Customer Data, Data Protection, and Security

8.1 Ownership

As between the parties, Customer owns and retains all right, title, and interest in and to Customer Data. Company acquires no rights in Customer Data other than the limited rights granted in Section 8.2.

8.2 License to Company

Customer grants Company a non-exclusive, worldwide, royalty-free license to host, store, copy, transmit, display, and process Customer Data solely to provide, maintain, secure, and support the Services for Customer, to prevent or address technical or security problems, and as otherwise instructed by Customer.

8.3 Roles and Data Processing Addendum

To the extent Customer Data includes Personal Data, Customer acts as the controller (or business) and Company acts as processor (or service provider), processing Personal Data only on Customer's documented instructions, of which this Agreement and Customer's use of the Services are one. Where applicable data-protection law requires it, the DPA is incorporated into this Agreement and governs sub-processors, security measures, data-subject and consumer requests, personal-data breach notification, international transfers, and deletion. In the event of a conflict regarding the processing of Personal Data, the DPA controls.

8.4 Security

Company will maintain an information-security program with administrative, technical, physical, and organizational safeguards designed to protect Customer Data against unauthorized access, use, disclosure, alteration, or loss. Those safeguards include encryption of Customer Data in transit over public networks and at rest, tenant isolation between customer workspaces, role-based access controls and least-privilege administrative access, audit logging of access to Customer Data, secure software-development practices, and periodic security testing. Company will not materially reduce the overall protection afforded by its security program during a Subscription Term.

8.5 Security Incident Notification

Company will notify Customer without undue delay, and in any event within seventy-two (72) hours after Company becomes aware, of any confirmed unauthorized access to or disclosure of Customer Data in Company's control. Notification will describe the nature of the incident, the categories of data involved to the extent known, the measures taken, and Company's remediation plan. Company will reasonably cooperate with Customer's investigation and notification obligations. Notification is not an acknowledgment of fault or liability.

8.6 Usage Data

Company may collect and use Usage Data, and data that has been aggregated, de-identified, or anonymized so that it does not identify Customer, any Authorized User, or any individual, to operate, secure, analyze, and improve the Services and for Company's internal business purposes. Company will not disclose such data in a form that identifies Customer without Customer's consent.

8.7 Backups

Company performs regular encrypted backups of production data as described in the SLA. Backups are a disaster-recovery mechanism and are not a substitute for Customer's own records retention. Customer is responsible for exporting and retaining copies of Customer Data it needs for its own compliance or archival purposes.

9. Artificial Intelligence Features

9.1 Nature of AI Output

AI Features generate AI Output automatically and probabilistically. AI Output may be inaccurate, incomplete, outdated, or unsuitable for a particular purpose, and identical or similar output may be generated for other customers. AI Output is not legal, financial, tax, credit, insurance, customs, trade-compliance, or other professional advice.

9.2 Human Review and Customer Responsibility

Customer is solely responsible for reviewing, verifying, and approving AI Output before relying on or acting on it, including before sending any AI-assisted communication to a third party and before making any decision about a prospect, customer, employee, or counterparty. Customer will not use AI Features as the sole basis for any decision producing legal or similarly significant effects on an individual, including decisions about credit, employment, housing, or insurance.

9.3 No Training on Customer Data

Company does not use Customer Data to train, fine-tune, or otherwise improve any general-purpose or shared machine-learning model, and contractually requires its AI model providers not to do so. Customer Data is processed by AI Features solely to generate AI Output for Customer. Any personalization performed for Customer's account is isolated to Customer's workspace and is not used for the benefit of any other customer.

9.4 Ownership of AI Output

As between the parties, and to the extent permitted by law, Customer owns AI Output generated from its Customer Data and may use it for its internal business purposes. Company makes no representation that AI Output is protectable by copyright or is free of similarity to output generated for others. AI Output is excluded from Company's indemnity in Section 13.1.

9.5 Third-Party Model Providers

AI Features depend on third-party model providers. Interruption, degradation, deprecation, rate limiting, or policy change by a model provider is outside Company's control, is excluded from the SLA, and may require Company to substitute a comparable model. Company will use commercially reasonable efforts to maintain equivalent functionality.

10. Intellectual Property and Feedback

10.1 Company IP

Company and its licensors own all right, title, and interest in and to the Services, including all software, source code, database schemas, algorithms, models, user interfaces, designs, Documentation, and the ShipCRM and We Ship CRMs LLC names, logos, trademarks, and service marks, together with all improvements and derivative works. This Agreement grants Customer a subscription to access the Services, not a sale, license, or transfer of any Company intellectual property. All rights not expressly granted are reserved.

10.2 Feedback

If Customer or an Authorized User provides suggestions, enhancement requests, or other feedback about the Services ("Feedback"), Customer grants Company a perpetual, irrevocable, worldwide, royalty-free, fully sublicensable license to use and exploit the Feedback without restriction or obligation. Feedback is provided voluntarily and is not Customer's Confidential Information.

11. Warranties

11.1 Mutual

Each party represents and warrants that it is duly organized and validly existing, that it has full power and authority to enter into this Agreement, and that this Agreement is executed by a duly authorized representative.

11.2 Company Warranties

Company represents and warrants that, during the Subscription Term:

• the Services will perform materially in accordance with the Documentation, and Company will use commercially reasonable efforts to correct any material non-conformity Customer reports;
• Company will not materially decrease the overall functionality or the overall security of the Services;
• support and any professional services will be performed in a professional and workmanlike manner by qualified personnel;
• Company will not knowingly introduce into the Services any virus, worm, back door, time bomb, or other code designed to disable, damage, or permit unauthorized access; and
• Company will comply with applicable laws in providing the Services.

Customer's exclusive remedy, and Company's entire liability, for breach of the first bullet is for Company to repair or replace the affected Services and, if Company cannot do so within thirty (30) days after Customer's written notice, for Customer to terminate the affected Order Form and receive a pro-rata refund of prepaid, unused fees.

11.3 Customer Warranties

Customer represents and warrants that it has all rights, consents, and lawful bases necessary for Company to process Customer Data as contemplated by this Agreement, that its use of the Services complies with Section 4.2 and applicable law, and that it will not submit data prohibited by Section 4.2.

12. Disclaimer of Warranties

EXCEPT AS EXPRESSLY STATED IN SECTION 11, THE SERVICES, DOCUMENTATION, AI OUTPUT, AND ALL RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE." COMPANY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING FROM COURSE OF DEALING OR TRADE USAGE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ACCURACY.

COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR ENTIRELY SECURE, THAT ALL DEFECTS WILL BE CORRECTED, THAT AI OUTPUT WILL BE ACCURATE OR COMPLETE, OR THAT THE SERVICES WILL PRODUCE ANY PARTICULAR SALES, REVENUE, PIPELINE, OR OTHER BUSINESS RESULT. BETA FEATURES AND FREE TRIALS ARE PROVIDED WITHOUT ANY WARRANTY. EACH PARTY DISCLAIMS LIABILITY FOR HARM CAUSED BY THIRD-PARTY HOSTING PROVIDERS AND THIRD-PARTY SERVICES.

13. Indemnification

13.1 Company Indemnity

Company will defend Customer against any third-party claim alleging that the Services, as provided by Company and used in accordance with this Agreement, infringe a United States patent, copyright, trademark, or trade secret, and will indemnify Customer for damages and costs finally awarded against Customer or agreed in settlement by Company for such a claim.

If the Services become, or Company believes they may become, the subject of an infringement claim, Company may at its option and expense (a) procure the right for Customer to continue using the Services, (b) modify or replace them so they are non-infringing while materially preserving functionality, or (c) terminate the affected Order Form on thirty (30) days' notice and refund prepaid, unused fees.

Company has no obligation under this Section for claims arising from: Customer Data or AI Output; use of the Services in combination with products, data, or services not provided by Company where the claim would have been avoided but for the combination; modifications to the Services not made by Company; use of the Services after Company notifies Customer to stop for infringement reasons; Beta Features, free trials, or Services provided at no charge; or use in violation of this Agreement, the Documentation, or an Order Form.

13.2 Customer Indemnity

Customer will defend Company and its Affiliates, managers, officers, employees, and agents against any third-party claim arising from (a) Customer Data, including a claim that it infringes or misappropriates intellectual property or violates privacy or publicity rights; (b) Customer's breach of Section 4.2 or Section 4.3; (c) communications sent by or on behalf of Customer using the Services, including claims under the CAN-SPAM Act, the TCPA, or comparable laws; (d) Customer's use of AI Output; or (e) a Third-Party Service provided by Customer and used with the Services; and will indemnify Company for damages and costs finally awarded or agreed in settlement by Customer for such a claim.

13.3 Procedure

The indemnified party must give the indemnifying party prompt written notice of the claim (delay relieves the indemnifying party only to the extent it is prejudiced), sole control of the defense and settlement, and reasonable cooperation at the indemnifying party's expense. The indemnifying party may not settle a claim in a way that imposes a non-monetary obligation, admits fault, or fails to fully release the indemnified party without that party's prior written consent, not to be unreasonably withheld. The indemnified party may participate with counsel at its own expense. This Section states each party's sole obligation and exclusive remedy for third-party claims of the types described.

14. Limitation of Liability

14.1 Exclusion of Indirect Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST PIPELINE OR BUSINESS OPPORTUNITY, LOSS OF GOODWILL, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

14.2 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY, TOGETHER WITH THAT OF ITS AFFILIATES, ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER FORM IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE LIABILITY. FOR FREE TRIALS AND BETA FEATURES, COMPANY'S TOTAL LIABILITY WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US$100).

14.3 Exclusions

The limitations in Sections 14.1 and 14.2 do not apply to:

• Customer's obligation to pay fees due under any Order Form;
• either party's indemnification obligations under Section 13;
• Customer's breach of Section 4.2 (Acceptable Use) or Section 10.1 (Company intellectual property);
• either party's breach of Section 7 (Confidentiality); or
• a party's gross negligence, willful misconduct, or fraud, or any liability that cannot be limited under applicable law.

14.4 Allocation of Risk

The parties agree that the limitations in this Section are an essential basis of the bargain and are reflected in the pricing of the Services.

15. Compliance, Export Control, and Anti-Corruption

Each party will comply with applicable laws in performing under this Agreement. Customer represents that it is not named on any U.S. government denied-party or restricted-party list and is not located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive U.S. sanctions. Customer will not permit Authorized Users to access or use the Services in violation of U.S. export control or sanctions laws. Neither party will offer, give, or accept any bribe, kickback, or improper payment in connection with this Agreement; reasonable gifts and entertainment in the ordinary course of business do not violate this Section.

16. Publicity

Company may identify Customer as a customer and use Customer's name and logo in customer lists on its website and in sales materials, in accordance with Customer's trademark usage guidelines if provided. Customer may withdraw this permission at any time by emailing support@shipcrm.ai, and Company will cease the use within thirty (30) days. Any case study, press release, or quotation requires Customer's prior written approval.

17. General Provisions

17.1 Governing Law and Venue

This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules and excluding the United Nations Convention on Contracts for the International Sale of Goods. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Delaware. Each party waives any right to a jury trial. Nothing prevents either party from seeking injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

17.2 Notices

Legal notices must be in writing and are effective on receipt when sent to Company at support@shipcrm.ai with a copy to We Ship CRMs LLC, 8 The Green Suite B, Dover, DE 19901, Attn: Manager, and to Customer at the billing or administrative contact identified in the Order Form or Customer's account. Notices of termination and indemnifiable claims must be clearly identified as legal notices. Operational notices — SLA, billing, and product notices — may be sent by email or in-product message.

17.3 Assignment and Change of Control

Neither party may assign this Agreement without the other's prior written consent, not to be unreasonably withheld, except that either party may assign it in its entirety, on notice and without consent, to a successor in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or equity. If a party undergoes a change of control in favor of a direct competitor of the other party, that other party may terminate this Agreement on written notice, and Company will refund prepaid, unused fees allocable to the period after termination. Any other attempted assignment is void.

17.4 Force Majeure

Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disaster, epidemic, war, terrorism, civil unrest, labor dispute, governmental action, internet or telecommunications failure, power outage, denial-of-service attack, or failure of a third-party hosting, infrastructure, or artificial-intelligence model provider.

17.5 Amendments

Company may update this Agreement from time to time. For Customers under an active Order Form, changes take effect at the start of the next renewal term, and Company will give at least thirty (30) days' notice of material changes before that renewal; if Customer does not accept a material change, Customer may elect not to renew. No other modification, waiver, or amendment is effective unless in writing and signed by authorized representatives of both parties.

17.6 Entire Agreement

This Agreement, together with all Order Forms, the SLA, and the DPA where applicable, is the entire agreement between the parties regarding the Services and supersedes all prior or contemporaneous proposals, representations, and agreements on the subject, including Company's online Terms of Service.

17.7 Severability and Waiver

If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, and the remaining provisions remain in full force. A party's failure to enforce a provision is not a waiver of that or any other provision.

17.8 Independent Contractors; No Third-Party Beneficiaries

The parties are independent contractors. This Agreement creates no partnership, franchise, joint venture, agency, fiduciary, or employment relationship, and confers no rights on any third party.

17.9 Survival

Sections 1, 2.2, 4.3, 5 (as to accrued fees), 6.4, 6.6, 7, 8.1, 8.2 (as necessary to complete export or deletion), 8.6, 9.4, 10, 12, 13, 14, 16, and 17 survive expiration or termination.

17.10 Counterparts and Electronic Acceptance

Order Forms may be executed in counterparts and by electronic signature or electronic acceptance, each of which is an original and all of which together form one instrument. The parties agree that electronic records and signatures are binding to the same extent as handwritten signatures.

18. Exhibits and Incorporated Documents

• Exhibit A — Service Level Agreement
• Exhibit B — Data Processing Addendum, where required by applicable data-protection law
• Related — Privacy Policy and Cookie Policy

19. Contact

• Company: We Ship CRMs LLC (dba ShipCRM)
• Registered Office: 8 The Green Suite B, Dover, DE 19901
• Attn: Robert Malko, Manager
• Email: support@shipcrm.ai