Effective Date: July 31, 2026

This Master Services Agreement (the “Agreement”) is entered into between the entity identified as “Service Provider” in the applicable Order Form and the entity identified as “Customer” in the applicable Order Form, each a “Party” and together the “Parties.” This Agreement is effective as of the Effective Date stated in the first Order Form executed by the Parties under this Agreement.

1.   Definitions

Capitalized terms used in this Agreement have the meanings set forth below.

“Ad-Hoc Services” means Services provided on a non-subscription, project, or quote basis, as expressly designated in an Order Form, where the term of the Order Form ends upon completion of the Services described in the Order Form or the quote referenced therein.

“Affiliate” means with respect to any entity, any other entity that, directly or indirectly, controls, is controlled by, or is under common control with such entity. For purposes of this definition, “control” means the ownership of more than fifty percent (50%) of the voting shares or other equity interests of an entity, the power to elect more than half of the directors of an entity, or the ability, by contract or otherwise, to direct the affairs of an entity.

“Agreement” means this Master Services Agreement, together with all Order Forms (and any Order Form Addenda thereto), the On-Premise Addendum (where applicable), Country-Specific Terms, Product-Specific Terms, and the Data Processing Addendum incorporated by reference.

“Authorized User” means an employee or approved independent contractor of Customer (or of Customer’s Affiliate that has executed an Order Form) who is permitted by Customer to access and use the Services under Customer’s subscription, identified by a unique business email address. Shared Accounts are not permitted.

“Confidential Information” means all non-public information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), whether before or after the Effective Date and whether disclosed orally, in writing, or by review of records, materials or systems, that is designated as confidential or that the Receiving Party should reasonably understand to be confidential under the circumstances. Confidential Information includes, without limitation, Customer Data, business plans, pricing, product roadmaps, customer and vendor lists, financial information, security information, and trade secrets. Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was rightfully known to the Receiving Party without restriction before disclosure; (c) is rightfully obtained by the Receiving Party from a third party without restriction; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

“Country-Specific Terms” means the country-specific terms applicable to Customers located in, or organized under the laws of, the jurisdictions identified therein, available at discuss.io/legal/country-specific-terms and incorporated into this Agreement by reference.

“Customer Data” means all data, content, materials, files, survey responses, interview content, recordings, transcripts and other information that Customer or its Authorized Users submit to, upload to, or generate through use of the Services. Customer Data does not include Service Provider IP, Aggregated Data, or Feedback.

“Data Processing Addendum” means the Service Provider Data Processing Addendum applicable when Customer’s use of the Services involves the processing of Personal Data subject to Data Protection Laws. The Data Processing Addendum is incorporated into this Agreement by reference and prevails over the body of this Agreement with respect to the processing of Personal Data. 

“Data Protection Laws” means all applicable laws, regulations and regulatory requirements relating to the processing of Personal Data, the protection of privacy, and electronic communications, as in effect from time to time.

“Documentation” means the user guides, technical documentation, online help, and functional specifications for the Services that Service Provider makes generally available to its customers, as updated from time to time.

“Effective Date” means the date stated as such in the first Order Form executed by the Parties under this Agreement, or if no such date is stated, the date of last signature on that Order Form.

“Fees” means the fees payable by Customer to Service Provider for the Services, as set forth in the applicable Order Form.

“Feedback” means any suggestions, comments, ideas, improvement requests, or other feedback that Customer or its Authorized Users provide to Service Provider regarding the Services.

“On-Premise Addendum” means the additional terms applicable to Services delivered on an on-premise basis, including maintenance, support, installation, hardware, version coverage, and hosting responsibilities, available at discuss.io/legal/onpremise and incorporated into this Agreement by reference where an Order Form designates a Service for on-premise delivery. The version of the On-Premise Addendum in effect on the Order Form date may be attached to the Order Form for execution at Customer’s request.

“On-Premise Services” means Services that an applicable Order Form designates for installation and use on Customer’s or its hosting provider’s systems on an on-premise basis, including the right to install and operate the related Software on those systems in accordance with this Agreement and the On-Premise Addendum.

“Order Form” means the ordering document executed by the Parties (or by Customer and the applicable Service Provider Affiliate) that references this Agreement and specifies the Services, Subscription Term, Fees, and other commercial terms applicable to a particular subscription. Each Order Form is governed by this Agreement.

“Order Form Addendum” means any addendum executed by the Parties as a supplement to a specific Order Form to address deal-specific terms not set forth in the body of that Order Form, including custom service level targets, custom carve-outs, customer-requested customizations, and other negotiated provisions applicable only to the Services covered by that Order Form. An Order Form Addendum forms part of, and is governed by, the Order Form to which it is appended.

“Personal Data” means any information relating to an identified or identifiable natural person, as further defined under applicable Data Protection Laws.

“Product-Specific Terms” means the additional terms applicable to specific Service Provider SaaS products or product lines, available at discuss.io/legal/product-specific-terms and incorporated into this Agreement by reference. For On-Premise Services, the corresponding maintenance and support terms are set forth in the On-Premise Addendum.

“SaaS Services” means subscription-based software-as-a-service offerings provided to Customer, together with any ancillary professional services associated with those offerings (including training, implementation, configuration, recruiting, moderation, and similar).

“Service Provider” means the Service Provider entity identified in the applicable Order Form, which may be Discuss.io Inc., Groupe Voxco Inc., Language Logic LLC, or another Affiliate of the Service Provider group, as applicable to the Services purchased by Customer.

“Services” means the subscription-based software-as-a-service offerings, professional services, and other services that Service Provider provides to Customer under this Agreement, as identified in one or more Order Forms. “Services” includes the Software, Documentation, and any AI Features made available as part of the Services. 

“Software” means the proprietary software applications and platforms made available by Service Provider as part of the Services, including any updates, upgrades, modifications and derivative works thereof.

“Subscription Term” means the Initial Term and any Renewal Terms during which Customer is licensed to use a particular Service, as set forth in the applicable Order Form.

2.   The Services

2.1   Right to Use.

Subject to the terms of this Agreement and Customer’s payment of all applicable Fees, Service Provider grants Customer a non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Services solely for Customer’s and its Authorized Users’ internal business purposes and in accordance with the Documentation, the applicable Order Form, and this Agreement. Customer’s right to use the Services is limited to the volumes, modules, Authorized User counts, and other parameters specified in the Order Form. 

2.2   Authorized Users.

Customer is responsible for: (a) the accuracy of all registration information provided to Service Provider; (b) ensuring that each Authorized User uses the Services solely under credentials issued to that individual; (c) maintaining the confidentiality of all login credentials; (d) all activities that occur under Customer’s account; and (e) compliance with this Agreement by all Authorized Users. If Customer designates additional persons as Authorized Users beyond the number subscribed for under the applicable Order Form, Service Provider may invoice Customer for such additional Authorized Users at Service Provider’s then-current non-discounted rate, prorated for the period remaining in the then-current Subscription Term so that all Authorized Users renew on the same date. Shared Accounts are not permitted, and Service Provider may suspend access to any account it reasonably determines is being used by multiple individuals.

2.3   Restrictions.

Customer shall not, and shall not permit any Authorized User or third party to: (a) access or use the Services other than as expressly authorized under this Agreement; (b) copy, modify, translate, or create derivative works of the Services or the Software (except to the extent expressly permitted by applicable law that cannot be contractually waived); (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, algorithms, file formats, or non-public APIs of the Services or the Software; (d) sell, resell, rent, lease, sublicense, distribute, or otherwise transfer the Services or any portion thereof to any third party; (e) use the Services to build a competing product or service or to benchmark Service Provider’s products or services (other than for Customer’s legitimate internal evaluation); (f) introduce viruses, malware, or other malicious code into the Services; (g) interfere with or disrupt the integrity or performance of the Services or the data contained therein; (h) attempt to gain unauthorized access to the Services or its related systems or networks; (i) use the Services in violation of applicable law or third-party rights; or (j) use the Services to send unsolicited communications in violation of applicable telemarketing or anti-spam laws.

2.4   Service Provider Personnel Access.

A subset of Service Provider’s employees and contractors have access to Customer Data via controlled interfaces for the limited purposes of providing customer support, troubleshooting, detecting and responding to security incidents, performing product development and research, and implementing data security. All such personnel are bound by written confidentiality obligations no less protective than those in this Agreement and receive appropriate training in data handling and security practices. Such access is role-based, limited to the minimum necessary, and monitored in accordance with Service Provider’s internal access control policies. 

2.5   Service Levels and Support.

Service Provider will provide the Services with commercially reasonable care and standard customer support during Service Provider’s business hours, as further described in the Documentation. For On-Premise Services, maintenance and support terms are set forth in the On-Premise Addendum.

2.6   Trial Services.

If the Order Form designates a Service as a trial, Customer’s use of that Service is permitted only during the trial period specified in the Order Form. During the trial period: (a) the Service is provided “as is” and without warranty; (b) Service Provider may suspend, limit, or terminate the trial at any time without notice; and (c) Service Provider’s liability for any trial Service is excluded to the maximum extent permitted by applicable law. Trial-specific opt-out and conversion mechanics, if any, will be set forth in the Order Form.

2.7   Beta Services.

From time to time, Service Provider may invite Customer to use beta, pilot, evaluation, or limited-release services (“Beta Services”). Beta Services are provided “as is” and “as available,” may be modified or withdrawn at any time, and are subject to such additional terms as Service Provider designates at the time of access. Service Provider has no liability of any kind with respect to Beta Services, except as required by applicable law that cannot be contractually waived.

2.8   Changes to the Services.

Service Provider may enhance, modify, or release new features of the Services from time to time. Service Provider will not, during the then-current Subscription Term, make any change that materially reduces the core functionality or performance of the Services as described in the Documentation in effect at the start of that Subscription Term, except as may be required by applicable law or to address a material security or operational risk. Material changes that would negatively affect functionality, and any pricing changes, will take effect, if at all, only at the commencement of the next Renewal Term.

3.   Fees and Payment

3.1   Fees.

Customer shall pay all Fees set forth in the Order Form. Except as expressly stated in this Agreement, Fees are non-refundable and non-creditable, and amounts paid for one Service may not be applied to any other Service.

3.2   Invoicing and Payment Terms.

Service Provider will invoice Customer in accordance with the Order Form. If no payment schedule is specified, Fees are due thirty (30) days from the invoice date and are invoiced in advance for the applicable Subscription Term or billing period. All amounts are payable in the currency specified in the Order Form, without setoff, deduction, or counterclaim except as expressly permitted in Section 3.7 (Invoice Disputes). Acceptance of partial payment by Service Provider does not waive Service Provider’s right to receive the full amount owed.

3.3   Late Payment.

If any undisputed amount is not paid within ten (10) days after the due date, interest shall accrue on the unpaid amount from the original due date until paid in full at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less. The accrual of interest is in addition to, and not in lieu of, any other remedy available to Service Provider.

3.4   Suspension for Non-Payment.

In addition to any other remedies, Service Provider may suspend Customer’s access to the Services (in whole or in part) if any undisputed amount remains unpaid more than ten (10) days after the due date, provided Service Provider has given Customer written notice of the delinquency and a reasonable opportunity to cure. Suspension under this Section does not relieve Customer of the obligation to pay accrued and accruing Fees.

3.5   Annual Increase.

Unless the applicable Order Form specifies a different rate or method of increase (or expressly states that no annual increase applies), Fees for each Service are subject to an automatic annual increase of 5% upon each Renewal Term at the rate set forth in the Order Form.

3.6   Purchase Orders.

If Customer requires a purchase order to issue payment or to attach to Service Provider’s invoice, Customer shall provide Service Provider with the purchase order or purchase order number as promptly as possible, and in any event no later than twenty-one (21) days after the Order Start Date. If Customer fails to provide the purchase order within that period, Service Provider may pause the applicable subscription until the purchase order is received, and any such pause shall not give rise to any credit, refund, or extension of the Subscription Term. Any purchase order is for Customer’s administrative purposes only, and any non-administrative terms (including legal, security, privacy, or finance terms) contained in any purchase order shall be void and of no effect.

3.7   Invoice Disputes.

If Customer in good faith disputes any portion of an invoice, Customer shall: (a) notify Service Provider in writing of the disputed amount and the basis for the dispute within fifteen (15) days after the invoice date; (b) timely pay all undisputed amounts in accordance with the applicable due date; and (c) work in good faith with Service Provider to resolve the dispute within thirty (30) days after the notice. Late payment interest under Section 3.3 and suspension rights under Section 3.4 do not apply to the disputed portion of an invoice properly noticed under this Section, until the dispute is resolved. Customer waives the right to dispute any charge for which it does not provide a timely written notice under this Section, except in the case of manifest error or fraud.

3.8   Taxes and Withholding.

(a) Fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including value-added, sales, use, excise, services, withholding, or similar taxes (collectively, “Taxes”), other than Taxes assessed on Service Provider’s net income, property, or employees. Customer is responsible for paying all Taxes associated with its purchases under this Agreement. If Service Provider is legally obligated to pay or collect any Taxes for which Customer is responsible under this Section, Service Provider shall invoice Customer for those Taxes and Customer shall pay them in accordance with the payment terms of this Agreement, unless Customer provides Service Provider with a valid tax exemption certificate authorized by the appropriate taxing authority. (b) Cross-Border Withholding. If applicable non-US law requires Customer to deduct or withhold any amount from a payment to Service Provider, Customer shall: (i) gross up the payment so that Service Provider receives the amount it would have received absent the withholding; (ii) timely remit the withheld amount to the relevant taxing authority; and (iii) provide Service Provider with official tax receipts. This Section 3.8(b) does not apply to payments between a US-based Customer and a US-based Service Provider entity. (c) Cooperation. The Parties shall cooperate in good faith to minimize Taxes to the extent legally permitted, including by providing each other with any tax forms, certificates, or documentation reasonably requested to claim a reduced rate of, or exemption from, Taxes under any applicable treaty or law.

3.9   Prepaid Services.

Any prepaid amounts or services are subject to the following expiration rules (unless the applicable Order Form states otherwise): (i) prepaid fees for ad hoc or professional services must be used within twelve (12) months of the invoice date and any unused balance will expire thereafter; and (ii) SaaS Services (including any consumption-based amounts associated with the SaaS Services such as credits, completes, responses, transactions, or similar usage metrics) are available only during the applicable Contract Year and any unused portion will expire at the end of that Contract Year and may not be rolled over, and any such unused portion will in any event expire upon the expiration or termination of the Subscription Term. In all cases, prepaid amounts and services are non-refundable, non-transferable, and not convertible to cash. For purposes of this Section, “Contract Year” means each consecutive twelve (12) month period during the Subscription Term, beginning on the start date of the Subscription Term and on each anniversary of that date.

3.10 Reinstatement Fee. 

(a) If, following any expiration, non-renewal, termination, or suspension of a Service, Customer requests reinstatement of that Service, Service Provider may, as a condition of reinstatement, require Customer to pay a reinstatement fee equal to twenty percent (20%) of the annual Subscription Fees applicable to the Service immediately before the expiration, non-renewal, termination, or suspension (the “Reinstatement Fee”). (b) The Reinstatement Fee is payable in advance of reinstatement, is non-refundable, and is in addition to any past-due Fees, late payment interest, and prospective Subscription Fees for the reinstated Service. (c) Service Provider may waive or reduce the Reinstatement Fee, or decline to reinstate any Service, in its sole discretion.

4.   Term, Termination and Suspension

4.1   Term of Agreement.

This Agreement begins on the Effective Date and continues until all Order Forms have expired or been terminated in accordance with this Section 4. The expiration or termination of any one Order Form does not, by itself, terminate this Agreement or any other Order Form.

4.2   Order Form Term and Renewal.

The term of each Order Form is governed by the engagement type specified in that Order Form. (a) Subscription Services. For Services provided on a subscription basis, the Order Form sets forth the initial Subscription Term. Unless the Order Form states otherwise, each Subscription Term will automatically renew for successive Renewal Terms equal in duration to the immediately preceding term, unless either Party gives written notice of non-renewal in accordance with Section 4.3. (b) Ad-Hoc Services. For Services provided on an ad-hoc, project, or quote basis (as expressly designated in the Order Form), the term of the Order Form begins on its Effective Date and ends upon completion of the Services described in the Order Form or the quote referenced therein; the automatic renewal mechanic in subsection (a) and the non-renewal notice requirement in Section 4.3 do not apply to Ad-Hoc Services.

4.3   Non-Renewal Notice.

Either Party may elect not to renew an Order Form by giving the other Party written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term. This Section 4.3 does not apply to Ad-Hoc Services, which terminate upon completion of the Services described in the applicable Order Form or referenced quote.

4.4   Termination for Cause.

Either Party may terminate this Agreement or the affected Order Form for cause if the other Party materially breaches this Agreement or that Order Form and fails to cure the breach within thirty (30) days after receipt of written notice describing the breach in reasonable detail. The cure period set forth in this Section is mutual and applies to breaches by either Party.

4.5   Suspension.

In addition to the suspension right in Section 3.4, Service Provider may suspend Customer’s access to the Services (in whole or in part) if Service Provider reasonably determines that: (a) Customer or any Authorized User is in breach of this Agreement; (b) Customer’s use of the Services creates a risk of material harm to the Services, Service Provider, or any other customer; (c) Customer or any Authorized User has engaged in fraudulent or illegal activity in connection with the Services; or (d) Customer has provided information that is materially untrue, inaccurate, or incomplete. Service Provider will, where reasonable and consistent with applicable law and the nature of the suspension trigger, give Customer prior notice of the suspension, limit the scope and duration of the suspension to what is reasonably necessary to address the underlying issue, and provide Customer with a reasonable opportunity to cure.

4.6   Effects of Termination.

Upon expiration or termination of an Order Form: (a) Customer’s right to access and use the Services under that Order Form ceases; (b) Service Provider may deactivate the Authorized User credentials associated with that Order Form; and (c) all Fees accrued or otherwise payable up to the effective date of expiration or termination remain due and payable. Termination by Customer for Service Provider’s uncured material breach entitles Customer to a pro-rata refund of any Fees prepaid for Services not yet rendered as of the effective date of termination.

4.7   Post-Termination Data Access.

Customer is solely responsible for exporting or backing up Customer Data prior to the expiration or termination of an Order Form. Customer’s access to the Services and to Customer Data through the Services will terminate immediately upon expiration or termination of the applicable Order Form, except as otherwise required by applicable law. Service Provider may retain Customer Data after such termination for the period set forth in the Data Processing Addendum, in any applicable retention schedule agreed by the Parties, or as required by applicable law, but Customer will not have access to such data through the Services after termination. As a commercial alternative, Customer may purchase a Platform Access subscription to retain read-only access to previously generated Customer Data after the termination of the underlying Service.

4.8   Survival.

The following provisions survive expiration or termination of this Agreement: Section 1 (Definitions), Section 2.3 (Restrictions), Section 3 (Fees and Payment) with respect to amounts accrued before termination, Section 4.6 (Effects of Termination), Section 4.8 (Survival), Section 5 (Customer Data and Privacy), Section 6 (Intellectual Property), Section 7 (Confidentiality), Section 9 (Indemnification), Section 10 (Limitation of Liability), Section 11 (Governing Law and Dispute Resolution), and Section 12 (General), and any other provision that by its nature should survive.

5.   Customer Data and Privacy

5.1   Customer Data Ownership.

As between the Parties, Customer owns all right, title, and interest in and to Customer Data, including all intellectual property rights therein. Service Provider acquires no right, title, or interest in or to Customer Data other than the limited license granted in Section 5.2.

5.2   License to Service Provider.

Customer grants Service Provider a non-exclusive, royalty-free, worldwide license to access, use, reproduce, store, transmit, display, and process Customer Data solely as necessary to: (a) provide, maintain, support, and improve the Services for Customer; (b) prevent or address service, security, or technical issues; (c) comply with Service Provider’s legal obligations; and (d) exercise its rights under this Agreement. The processing of any Personal Data comprised within Customer Data is governed by the Data Processing Addendum.

5.3   Aggregated and Anonymized Data.

Customer agrees that Service Provider may collect, generate, and use anonymized and aggregated data derived from Customer Data and from Customer’s and Authorized Users’ use of the Services (“Aggregated Data”) for any lawful business purpose, including to operate, analyze, improve, support, and develop the Services and Service Provider’s products and services. Aggregated Data must be anonymized so that it cannot reasonably be used to identify Customer, any Authorized User, any individual, or any specific Customer Data, and Service Provider will process Aggregated Data in compliance with applicable Data Protection Laws. Service Provider will not use Customer Data, in identifiable form, to train, fine-tune, or otherwise improve generalized or third-party artificial intelligence or machine learning models.

5.4   Data Processing Addendum.

If Customer’s use of the Services requires Service Provider to process Personal Data subject to Data Protection Laws, the Service Provider Data Processing Addendum (the “DPA”), available at www.discuss.io/dpa, applies and is incorporated into this Agreement by reference. By accepting this Agreement, the Parties are deemed to have accepted the DPA. The DPA is also available in printable form, and either Party may request that the DPA be executed as a stand-alone document. In the event of any conflict between this Agreement and the DPA with respect to the processing of Personal Data, the DPA prevails.

6.   Intellectual Property

6.1   Service Provider Property.

As between the Parties, Service Provider owns all right, title, and interest in and to the Services, the Software, the Documentation, and all related intellectual property rights, including all enhancements, modifications, and derivative works thereof. Except for the limited rights expressly granted to Customer in this Agreement, Service Provider reserves all rights in and to the Services.

6.2   Feedback.

If Customer or any Authorized User provides Feedback to Service Provider, Customer grants Service Provider a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, transferable license to use, reproduce, modify, create derivative works of, and otherwise exploit such Feedback for any purpose, without attribution or compensation to Customer. Any improvements, modifications, ideas, or enhancements to the Services that are based on Feedback are owned exclusively by Service Provider.

6.3   AI Features.

The Services may include one or more artificial intelligence or machine-learning features (“AI Features”), which Customer may activate at its option in accordance with the Documentation. AI Features process Customer Data only to the extent Customer enables them. Subject to applicable third-party terms, all outputs, results, summaries, transcriptions, translations, analyses, and other content generated by AI Features (“AI Outputs”) are, as between the Parties, the property of Customer upon generation. Service Provider acknowledges that it has no ownership, title, or other rights in AI Outputs, except for any pre-existing Service Provider IP embedded therein. Service Provider will not use Customer Data to train, fine-tune, or improve any generalized or third-party artificial intelligence or machine learning models. AI Features may be implemented using inference-mode processing methods such as Retrieval-Augmented Generation (RAG), and may rely on third-party AI services (including those of Microsoft Azure OpenAI) as identified in the Documentation. Customer acknowledges that AI Outputs may not be error-free, that the accuracy of AI Outputs may vary based on the quality of inputs, configuration choices, and current technological limitations, and that Service Provider makes no warranty regarding the accuracy, completeness, or reliability of AI Outputs. Customer is responsible for evaluating AI Outputs before relying on them.

6.4   Product Analytics.

Service Provider uses third-party product analytics tools (which may include, without limitation, Pendo or successor tools) to observe Authorized User interactions with the Services for the purposes of product analytics, usage measurement, feature improvement, and customer support. Service Provider’s use of these tools is independent of, and does not constitute, training, fine-tuning, or improvement of any generalized or third-party artificial intelligence or machine learning model under Section 6.3. Service Provider configures such tools in compliance with applicable Data Protection Laws and the Data Processing Addendum.

7.   Confidentiality

7.1   Obligations.

The Receiving Party shall: (a) hold the Disclosing Party’s Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; (c) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar importance, but in no event less than a reasonable standard of care; (d) limit access to Confidential Information to those of its employees, agents, advisors, and subcontractors who have a need to know for purposes of this Agreement and who are bound by confidentiality obligations no less protective than those in this Agreement; and (e) promptly notify the Disclosing Party upon discovery of any unauthorized use or disclosure of Confidential Information and reasonably cooperate with the Disclosing Party to mitigate the effects of such unauthorized use or disclosure.

7.2   Compelled Disclosure.

The Receiving Party may disclose Confidential Information to the extent required by applicable law or by a valid order of a court or other governmental authority of competent jurisdiction, provided that the Receiving Party (where legally permitted) gives the Disclosing Party prompt written notice of the requirement and reasonably cooperates, at the Disclosing Party’s expense, with the Disclosing Party’s efforts to seek a protective order or other appropriate remedy.

7.3   Term of Confidentiality.

The obligations in this Section 7 apply during the Term and for five (5) years after the expiration or termination of this Agreement, except that with respect to Confidential Information that constitutes a trade secret under applicable law, those obligations continue for so long as the information qualifies as a trade secret.

8.   Representations and Warranties

8.1   Mutual Authority.

Each Party represents and warrants to the other that: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization; (b) it has the full corporate power and authority to enter into this Agreement and to perform its obligations hereunder; (c) the execution and delivery of this Agreement, and the performance of its obligations, have been duly authorized by all necessary corporate action; and (d) this Agreement constitutes its legal, valid, and binding obligation, enforceable against it in accordance with its terms.

8.2   Service Provider Warranties.

Service Provider warrants that: (a) the Services will materially conform to the applicable Documentation during the Subscription Term; and (b) Service Provider will not knowingly introduce into the Services any viruses, worms, time bombs, or other malicious code that is intended to disable, harm, or impair the proper operation of the Services or Customer’s systems. Customer’s sole and exclusive remedy, and Service Provider’s entire liability, for any breach of the warranty in Section 8.2(a) is, at Service Provider’s option and expense, to repair the non-conformity or, if Service Provider is unable to do so within a commercially reasonable period, to terminate the affected Order Form and refund the unused, prepaid Fees for the affected Service from the date the warranty claim was first reported.

8.3   AI Disclaimer.

Customer acknowledges that AI Features may produce outputs that are inaccurate, incomplete, or otherwise unsuitable for Customer’s purposes. Service Provider makes no warranty regarding AI Outputs or any decisions or actions taken (or not taken) by Customer in reliance on AI Outputs. Customer is responsible for independently evaluating AI Outputs before any reliance or distribution.

8.4   Disclaimer.

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 8, THE SERVICES, SOFTWARE, AND DOCUMENTATION ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. SERVICE PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT THEY WILL MEET CUSTOMER’S REQUIREMENTS.

9.   Indemnification

9.1   By Service Provider.

Service Provider shall defend, indemnify, and hold harmless Customer and its officers, directors, employees, and agents from and against any third-party claim, action, suit, or proceeding (each, a “Claim”) alleging that the Services, as provided by Service Provider and used by Customer in accordance with this Agreement, infringe or misappropriate any third-party patent, copyright, trademark, or trade secret right, and shall pay all damages, settlements, and reasonable attorneys’ fees finally awarded against Customer with respect to such Claim or agreed to in settlement.

9.2   IP Remedies.

If a Claim under Section 9.1 is made or, in Service Provider’s reasonable opinion, is likely to be made, Service Provider may, at its option and expense: (a) procure for Customer the right to continue using the affected Services; (b) modify or replace the affected Services so that they become non-infringing while remaining materially equivalent in functionality; or (c) if neither (a) nor (b) is commercially reasonable, terminate the affected Order Form upon written notice to Customer and refund any unused, prepaid Fees for the affected Service from the date of termination. The remedies in this Section 9.2 are in addition to, and not in lieu of, the indemnification obligation in Section 9.1.

9.3   Exclusions.

Service Provider has no obligation under Sections 9.1 or 9.2 with respect to any Claim to the extent arising out of or relating to: (a) Customer Data or any other content, materials, or instructions provided by or on behalf of Customer; (b) modifications to the Services not made by or on behalf of Service Provider; (c) the combination of the Services with products, services, software, or data not provided by Service Provider, where the Claim would not have arisen but for such combination; (d) Customer’s use of the Services in violation of this Agreement, the Documentation, or applicable law; or (e) Customer’s use of any Beta Service or any version of the Services other than the most recent version made available by Service Provider, where use of the most recent version would have avoided the Claim.

9.4   By Customer.

Customer shall defend, indemnify, and hold harmless Service Provider and its officers, directors, employees, agents, and Affiliates from and against any Claim arising out of or relating to: (a) Customer Data, including any allegation that Customer Data, or its transmission to or processing by the Services, infringes a third party’s intellectual property or privacy rights or violates applicable law; (b) Customer’s breach of this Agreement, the Documentation, or applicable law; (c) Customer’s use of the Services in a manner not permitted by this Agreement; (d) Customer’s breach of the Data Processing Addendum; or (e) Customer’s violation of any telemarketing, anti-spam, or consumer protection law in connection with its use of the Services.

9.5   Indemnification Procedure.

The indemnified Party shall: (a) give the indemnifying Party prompt written notice of the Claim, provided that any failure to give prompt notice shall relieve the indemnifying Party of its obligations only to the extent it is actually prejudiced by the delay; (b) give the indemnifying Party sole control of the defense and settlement of the Claim, except that the indemnifying Party shall not enter into any settlement that requires any admission of liability by, or imposes any non-monetary obligation on, the indemnified Party without the indemnified Party’s prior written consent (not to be unreasonably withheld); and (c) provide reasonable cooperation in the defense, at the indemnifying Party’s expense for out-of-pocket costs.

9.6   Exclusive Remedy.

This Section 9 states the indemnifying Party’s sole liability and the indemnified Party’s sole and exclusive remedy with respect to third-party Claims of intellectual property infringement or misappropriation.

10.   Limitation of Liability

10.1   Cap on Liability.

Subject to Sections 10.2 and 10.4, each Party’s total aggregate liability arising out of or relating to this Agreement, whether in contract, tort (including negligence), strict liability, or otherwise, shall not exceed the total Fees paid or payable by Customer to Service Provider under the applicable Order Form during the twelve (12) months immediately preceding the event giving rise to the claim.

10.2   Super-Cap for Specified Claims.

Notwithstanding Section 10.1, each Party’s total aggregate liability arising out of or relating to: (a) a breach by such Party of its confidentiality obligations under Section 7; or (b) a data security incident affecting Personal Data caused by such Party’s breach of its obligations under this Agreement or the Data Processing Addendum, shall not exceed three (3) times the Fees paid or payable by Customer to Service Provider under the applicable Order Form during the twelve (12) months immediately preceding the event giving rise to the claim.

10.3   Exclusion of Indirect Damages.

Subject to Section 10.4, neither Party shall be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, business, goodwill, or data, arising out of or relating to this Agreement, regardless of the form of action and even if such Party has been advised of the possibility of such damages, except to the extent such damages are payable to a third party pursuant to a Party’s indemnification obligations under Section 9.

10.4   Carve-Outs.

The limitations in Sections 10.1 and 10.3 do not apply to: (a) either Party’s indemnification obligations under Section 9; (b) Customer’s obligation to pay Fees due under any Order Form; (c) liability arising from a Party’s gross negligence, willful misconduct, or fraud; or (d) any liability that cannot be limited or excluded under applicable law. Section 10.2 (Super-Cap) controls over Section 10.1 with respect to the matters specified therein.

11.   Governing Law and Dispute Resolution

11.1   Governing Law.

This Agreement is governed by, and shall be construed in accordance with, the laws of the jurisdiction set forth below, without regard to its conflict-of-laws principles, except that the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply: (a) if Service Provider is Discuss.io Inc., the laws of the State of Georgia, USA; (b) if Service Provider is an Ascribe entity (including Language Logic LLC), the laws of the State of Georgia, USA, (c) if Service Provider is Groupe Voxco Inc, the laws of the Province of Quebec, Canada and the federal laws of Canada applicable therein; (d) if Service Provider is Voxco GmbH, the laws of Germany shall apply; and (e) if Service Provider is Voxco SARL, the laws of France shall apply. If, for any reason, the applicable governing law identified above is held unenforceable in a particular dispute, the fallback governing law is the laws of the State of Delaware, USA.

11.2   Good-Faith Negotiation.

Before initiating litigation or arbitration under this Section 11, the disputing Party shall give the other Party written notice describing the dispute in reasonable detail. The Parties shall then attempt in good faith to resolve the dispute within fifteen (15) business days of the notice through senior representatives of each Party with authority to resolve the dispute. This Section does not apply to: (a) actions for injunctive or equitable relief to protect intellectual property, Confidential Information, or to enforce a Party’s rights upon a material breach; or (b) actions to collect undisputed Fees.

11.3   Disputes Involving US or Canadian Customers.

If Customer is located in, or transacting under the laws of, the United States or Canada, any dispute arising out of or relating to this Agreement that is not resolved under Section 11.2 shall be resolved exclusively in the courts of competent jurisdiction sitting in the jurisdiction whose law governs under Section 11.1, and each Party consents to the personal jurisdiction of those courts. Neither Party insists on a specific venue, and either Party may file suit in the courts of competent jurisdiction sitting in the jurisdiction whose law governs.

11.4   Disputes Involving Non-US, Non-Canadian Customers.

If Customer is located outside the United States and Canada, any dispute arising out of or relating to this Agreement that is not resolved under Section 11.2 shall be referred to and finally resolved by mediation, and if unresolved, by expedited arbitration under the WIPO Mediation Rules and WIPO Expedited Arbitration Rules (the “WIPO Rules”), in accordance with the Country-Specific Terms applicable to Customer’s jurisdiction. The seat of the arbitration, language of the arbitration, and other procedural matters are as set forth in the Country-Specific Terms. The arbitral award shall be final and binding on the Parties and may be enforced in any court of competent jurisdiction.

12.   General Provisions

12.1   Assignment.

Customer may not assign or transfer this Agreement or any of its rights or obligations under this Agreement, by operation of law or otherwise, without Service Provider’s prior written consent, except that Customer may assign this Agreement, on notice to but without consent of Service Provider, to a successor in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of Customer’s assets, provided that the assignee is not a direct competitor of Service Provider. Assignment by Customer to a direct competitor of Service Provider, including by operation of law or change of control, requires Service Provider’s prior written consent (not to be unreasonably withheld in the case of an indirect competitor). Service Provider may assign this Agreement, in whole or in part, to an Affiliate or to a successor in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, on notice to but without consent of Customer. Any attempted assignment in violation of this Section is void. This Agreement binds and inures to the benefit of the Parties’ permitted successors and assigns.

12.2   Non-Solicitation.

During the Term and for twelve (12) months after the expiration or termination of this Agreement, neither Party shall directly solicit for employment or engagement any employee or individual independent contractor of the other Party with whom such Party had material contact in connection with the Services. This Section does not restrict: (a) general solicitations (including general advertisements, postings on the Party’s website, postings on job boards or social media, and recruitment efforts conducted through third-party recruiters not specifically targeting the other Party’s personnel); (b) the hiring of any individual who responds to a general solicitation; or (c) the hiring of any individual who applies to the Party on his or her own initiative without prior solicitation. Remedies are limited to those available at law or in equity.

12.3   Subcontractors and Affiliates.

Service Provider may use Affiliates and subcontractors, including offshore entities and personnel of its Affiliates, to perform its obligations under this Agreement, provided that Service Provider remains responsible for the acts and omissions of such Affiliates and subcontractors and binds them by written confidentiality and data protection obligations no less protective than those in this Agreement. Service Provider may invoice Customer through its Affiliates.

12.4   Force Majeure.

Neither Party shall be liable for any delay or failure to perform (other than the obligation to pay amounts due) caused by circumstances beyond its reasonable control, including acts of God, war, terrorism, civil unrest, labor disputes, governmental action, epidemics or pandemics, internet or telecommunications failures, denial-of-service attacks, fires, floods, and other natural disasters. The time for performance of the affected obligation will be extended for the duration of the force majeure event.

12.5   Publicity.

Service Provider may use Customer’s name and logo to identify Customer as a customer of Service Provider only with Customer’s prior written consent (which may be given by Customer in the Order Form, including by selecting the applicable publicity option therein, or in a separate writing). Where the Order Form contains a publicity election by Customer, that election controls. Each Party shall comply with the other Party’s reasonable trademark guidelines when using the other Party’s name or marks.

12.6   Independent Contractors.

The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary, or employment relationship between the Parties. Neither Party has any authority to bind the other or to incur any obligation on the other’s behalf.

12.7   Export Controls.

Customer acknowledges that the Services, the Software, the Documentation, and all related information, technology, and software are subject to all applicable export control and sanctions laws and regulations of the United States, Canada, the European Union, the United Kingdom, and other applicable jurisdictions, including without limitation the U.S. Export Administration Regulations, the Export Control Reform Act, the International Emergency Economic Powers Act, the Trading with the Enemy Act, regulations administered by the U.S. Office of Foreign Assets Control (OFAC), the U.S. Bureau of Industry and Security, the U.S. Department of State, the Canadian Export and Import Permits Act, the Special Economic Measures Act, and the United Nations Act (collectively, “Export Laws”). Customer represents, warrants, and covenants that: (a) neither Customer nor any of its Affiliates or Authorized Users is identified on any list of sanctioned, denied, restricted, or prohibited parties under applicable Export Laws; (b) neither Customer nor any of its Affiliates or Authorized Users is located in, organized under the laws of, or ordinarily resident in any country or territory subject to a comprehensive embargo or similar prohibition under applicable Export Laws; and (c) Customer will not access or use the Services, or permit any Authorized User to do so, in violation of applicable Export Laws.

12.8   Amendments.

This Agreement may be amended only by a written instrument signed by an authorized representative of each Party. No amendment will be effected by Service Provider’s posting of revised terms, by Customer’s continued use of the Services after any such posting, or by the inclusion of conflicting terms in any Customer purchase order or similar Customer ordering document, except that Service Provider may update the Data Processing Addendum as provided in, and subject to the notice and objection rights set out in, that Addendum to reflect changes required by applicable Data Protection Laws.

12.9   Notices.

All notices required or permitted under this Agreement must be in writing and delivered to the other Party at the address set forth on the Order Form (or such other address as a Party may designate by written notice). Notices may be given by personal delivery, by reputable overnight courier, or by email (with confirmation of receipt) followed by a duplicate notice sent by overnight courier. Notices to Service Provider shall also be copied to its legal department at the email address set forth on the Order Form.

12.10   Waiver and Severability.

No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of that right. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be limited or modified to the minimum extent necessary so that this Agreement otherwise remains in full force and effect.

12.11   Costs and Fees.

Except as otherwise expressly provided in this Agreement, each Party shall bear its own costs and attorneys’ fees in connection with any dispute arising out of or relating to this Agreement.

12.12   Counterparts and Electronic Signature.

This Agreement, and any Order Form or amendment, may be executed in counterparts, each of which is deemed an original, but all of which together constitute one and the same instrument. Signatures delivered by electronic signature platform, scanned image, or other electronic means are deemed original signatures.

12.13   Order of Precedence.

In the event of a conflict between this Agreement and any other document incorporated by reference, the following order of precedence applies, from highest to lowest: (a) the Order Form (together with any Order Form Addendum thereto), with respect only to the specific Services covered by it; (b) for SaaS Services, the Product-Specific Terms applicable to those Services, and for On-Premise Services, the On-Premise Addendum applicable to those Services; (c) the Country-Specific Terms applicable to Customer’s jurisdiction; (d) the Data Processing Addendum (with respect to the processing of Personal Data, which always prevails over the body of the Agreement); and (e) this Agreement.

12.14   Entire Agreement.

This Agreement, together with all Order Forms (and any Order Form Addenda thereto), Product-Specific Terms, the On-Premise Addendum (where applicable), Country-Specific Terms, and the Data Processing Addendum incorporated by reference, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, proposals, communications, and representations, whether written or oral, on the same subject matter.