Master Subscription Agreement

“Anchr Platform” means the technology, including but not limited to APIs, web applications, microservices, databases, and third party platforms or tools used by Anchr to deliver the Anchr Service to Subscriber.

“Anchr Service” means the service(s) delivered by Anchr to Subscriber as more fully described in the Order Form.

“AI Input” means any prompts, instructions, queries, data, content, materials, or other information submitted to the Anchr Service by or on behalf of Subscriber or any User for processing by AI Technology.

“AI Output” means any response, prediction, recommendation, classification, generated content, automation, analysis, or other output generated by AI Technology through the Anchr Service based on AI Input or Subscriber’s use of the Anchr Service.

“AI Technology” means any machine learning, artificial intelligence, large language model, generative AI, predictive, algorithmic, automation, or similar technology, models, systems, tools, features, and related software, infrastructure, workflows, prompts, configurations, and know-how used by or on behalf of Anchr to provide, support, improve, or secure the Anchr Service.

“Confidential Information” has the meaning set forth in Section 5.1 (Confidentiality). Subscriber Data is the Confidential Information of Subscriber. Confidential Information of Anchr includes non-public information derived from or concerning the Anchr Service, the Anchr Platform or the Documentation, provided it is not Subscriber Data or provided to Anchr by or on behalf of Subscriber.

“Connected Account” means any third-party platform connected to, or integrated with, the Anchr Platform by or on behalf of Subscriber.

“Connected System Data” means any data collected from, or provided by, any Connected Account. Connected System Data is considered Subscriber Data.

“Documentation” means any user manuals, handbooks, and online materials provided by Anchr to Subscriber that describe the features, functionality, or operation of the Anchr Platform.

“Order Form” means any order form for Anchr Service executed by both parties that references this Agreement. The initial Order Form is attached hereto as Exhibit A.

“Performance Data” means any log files, metadata, telemetry data and other technical performance data automatically generated by the Anchr Platform relating to the use, performance, efficacy, reliability and/or accuracy of the Anchr Platform, which does not contain any personally identifiable information or Subscriber Data. To the extent any Performance Data is later determined to contain Subscriber Data, such data shall be treated as Subscriber Data and subject to the terms governing Subscriber Data under this Agreement.

“Subscriber Data” means any data uploaded or transmitted to the Anchr Service by or on behalf of Subscriber, including any order information, customer information, text prompts, or other inputs provided by Subscriber to the Anchr Platform.

“Users” means Subscriber’s employees, representatives, consultants, contractors, or agents authorized by Subscriber to access the Anchr Platform.

Subscription to the Anchr Platform

Subject to the terms and conditions of this Agreement, Anchr hereby grants to Subscriber, a non-sublicensable, non-transferable (except as provided in Section 11.6 (No Assignment)), non-exclusive subscription to access and use the Anchr Platform solely for Subscriber’s internal business purposes, including by Users, during the subscription period set forth in the applicable Order Form.

Connected Accounts

In order to access many of the features and functions of the Anchr Service, Subscriber will need to link its Connected Accounts to the Anchr Platform. Subscriber is solely responsible for complying with all Documentation related to the proper setup and integration of Connected Accounts, and Anchr shall not be responsible for any failure of Subscriber to comply with Anchr’s Documentation. By granting Anchr access to any Connected Account, (i) Subscriber represents and warrants that it is entitled to disclose any log-in information provided by Subscriber in connection therewith (if applicable) and/or to grant Anchr access to such Connected Accounts, (ii) Subscriber represents and warrants that it is in good standing with respect to such Connected Accounts, and (iii) Subscriber acknowledges that Anchr may access Connected System Data so that it may be used in accordance with the terms of this Agreement. Subscriber further acknowledges and agrees that each Connected Account, including access to and use thereof and uptimes related thereto, is solely determined by the applicable provider of the relevant Connected Account. Anchr will have no liability for any unavailability of any Connected Account, or any third-party provider’s decision to discontinue, suspend or terminate any Connected Account.

Restrictions

Subscriber's access to and use of the Anchr Platform and the Anchr Service is subject to the use restrictions set forth in Section 3.2 (Restrictions).

Changes to the Anchr Service

Anchr may modify, enhance, replace, or discontinue features of the Anchr Service from time to time; provided that Anchr will not materially reduce the core functionality of the Anchr Service purchased by Subscriber during the then-current subscription term, except where required for security, legal compliance, or third-party dependency changes.

Access and Security Guidelines

Each User will be provided access to and use of the Anchr Platform through confidential account credentials. Subscriber will be responsible for all uses of its account, except to the extent caused by Anchr’s negligence or attributable to Anchr. Subscriber will promptly notify Anchr upon becoming aware of any unauthorized use or access to its account. User seats may not be shared amongst other Users.

Restrictions

Subscriber will not, and will not permit any User or other party to: (i) reverse engineer, disassemble or decompile any component of the Anchr Platform; (ii) interfere in any manner with the operation of the Anchr Service, or the Anchr Platform or the hardware and network used to operate the Anchr Service; (iii) sublicense any of Subscriber’s rights under this Agreement, or otherwise use the Anchr Platform for the benefit of a third party or to operate a service bureau; (iv) modify, copy or make derivative works based on any part of the Anchr Platform; (v) use AI Output as the sole basis for any legally significant, safety-critical, financial, employment, or other material decision without appropriate human review and independent verification; or (vi) otherwise use the Anchr Service in any manner that exceeds the scope of use permitted under Section 2.1 (Subscription to the Anchr Platform).

AI Use and Human Oversight

Subscriber's access to and use of AI Technology, AI Input, and AI Output is subject to the AI Addendum attached as Exhibit E, which is incorporated into this Agreement by reference. In the event of a conflict between Exhibit E and the body of this Agreement with respect to AI Technology, Exhibit E controls. Without limiting the foregoing, Subscriber will implement and maintain reasonable human review procedures appropriate to the relevant workflow and risk level, and will not rely on AI Output as the sole basis for any legally significant, safety-critical, financial, employment, or other material decision without appropriate human review and independent verification.

Suspension for Security or Legal Risk

In addition to Anchr's suspension rights for non-payment, Anchr may suspend access to the Anchr Service immediately, in whole or in part, if Anchr reasonably determines that Subscriber's or any User's use poses a security risk to the Anchr Service or any third party, may violate applicable law, may expose Anchr or others to liability, or materially interferes with the operation of the Anchr Service. Anchr will use commercially reasonable efforts to limit any such suspension to the affected portion of the Anchr Service and to restore access promptly after the underlying issue is resolved.

Confidentiality

In connection with this Agreement, each party (as the “Disclosing Party”) may disclose or make available Confidential Information to the other party (as the “Receiving Party”). Subject to 5.2 (Exclusions), “Confidential Information” means information in any form or medium (whether oral, written, electronic, or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party’s technology, trade secrets, know-how, business operations, plans, strategies, customers, pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, in each case whether or not marked, designated, or otherwise identified as “confidential”. Without limiting the foregoing, (i) all Subscriber Data (including all personal information) is and will remain the Confidential Information of Subscriber; and (ii) the terms of this Agreement are the Confidential Information of both parties.

Exclusions

Subject to 5.3 (Subscriber Data Exception), Confidential Information does not include information that: (i) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information’s being disclosed or made available to the Receiving Party in connection with this Agreement; (ii) was or becomes generally known by the public other than by the Receiving Party’s or any of its representatives’ noncompliance with this Agreement; (iii) was or is received by the Receiving Party on a non-confidential basis from a third party that was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (iv) was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.

Subscriber Data Exception

Notwithstanding the provisions of 5.2 (Exclusions) or any other provisions of this Agreement, none of the exclusions set forth in Section 5.2 apply to any Subscriber Data, regardless of whether such Subscriber Data may be publicly available or otherwise qualify for exclusion under any of the other provisions of Section 5.2.

Confidentiality and Use

Each Receiving Party recognizes and agrees that the Confidential Information of the Disclosing Party is critical to the Disclosing Party’s business and that neither party would enter into this Agreement without assurance that such information and its value will be protected as provided in this Section 5 (Confidential Information) and elsewhere in this Agreement.

Compelled Disclosures

If the Receiving Party or any of its representatives is compelled by applicable law to disclose any Confidential Information, then, to the extent permitted by applicable law, the Receiving Party shall: (i) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy, or waive its rights under 5.4 (Confidentiality and Use); and (ii) provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this section, the Receiving Party remains required by law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that, on the advice of the Receiving Party’s legal counsel, the Receiving Party is legally required to disclose and, shall use commercially reasonable efforts to obtain assurances from the applicable court or other presiding authority that such Confidential Information will be afforded confidential treatment. No such compelled disclosure by the Receiving Party will otherwise affect the Receiving Party’s obligations hereunder with respect to the Confidential Information so disclosed.

Return or Destruction of Confidential Information

Upon the Disclosing Party’s written request and subject to any contrary obligations under applicable law, the Receiving Party shall, within thirty (30) days of such request, at the Disclosing Party’s direction promptly return or destroy and erase from all systems it directly or indirectly uses or controls (i) all originals and copies of all documents, materials, and other embodiments and expressions in any form or medium that contain, reflect, incorporate, or are based on the Disclosing Party’s Confidential Information, in whole or in part; or (ii) solely such specific data, databases, or other collections or articles of the Disclosing Party’s Confidential Information as the Disclosing Party may request. Notwithstanding the foregoing, the Receiving Party is not required to erase Confidential Information residing in routine, secure backup or archival systems that are not readily accessible in the ordinary course; such Confidential Information will instead be rendered inaccessible through cryptographic erasure or comparable controls and will be deleted in the ordinary course upon expiration of the Receiving Party's standard backup retention cycle, and it will remain subject to the confidentiality obligations of this Agreement until so deleted. Subscriber Data will be deleted, returned, or exported in accordance with Section 7.2 (Termination), the Data Processing Addendum, and any applicable Order Form or addendum. Each Receiving Party shall maintain the confidentiality of all Confidential Information of the Disclosing Party for a period of five (5) years from the date of termination of this Agreement and shall protect all trade secrets for as long as such information qualifies as a trade secret under applicable law.

Anchr Platform and Technology

Subscriber acknowledges that Anchr retains all right, title and interest in and to the Anchr Platform, AI Technology, and all software and all Anchr proprietary information and technology used by Anchr or provided to Subscriber in connection with the Anchr Service (the “Anchr Technology”), and that the Anchr Technology and AI Technology are protected by intellectual property rights owned by or licensed to Anchr. Other than as expressly set forth in this Agreement, no license or other rights in the Anchr Technology or AI Technology are granted to Subscriber. Subscriber hereby grants Anchr a royalty-free, worldwide, sublicensable (solely to Anchr's service providers), irrevocable, perpetual license to use or incorporate into the Anchr Service any suggestions, enhancement requests, recommendations or other feedback provided by Subscriber, including Users, relating to the Anchr Service. Anchr shall not identify Subscriber as the source of any such feedback.

Subscriber Data

Subscriber retains all right, title and interest in and to the Subscriber Data. As between the parties and subject to Anchr’s ownership of the Anchr Technology and AI Technology, Subscriber owns AI Output generated from Subscriber’s AI Input through the Anchr Service; provided that Subscriber acknowledges that AI Technology may generate similar or identical output for different users based on similar or identical input, and nothing in this Agreement grants Subscriber exclusive rights in any AI Output or prevents Anchr from generating similar output for other subscribers. Subscriber hereby grants to Anchr a limited, non-exclusive, worldwide, royalty-free and fully paid-up license during the Term to access and use Subscriber Data, AI Input, and AI Output solely as necessary to provide, maintain, secure, support, and troubleshoot the Anchr Service for Subscriber. Anchr may use only properly aggregated or de-identified data that does not identify and cannot reasonably be used to identify Subscriber, any of its customers, or any User for limited internal improvement of the performance, reliability, and safety of the Anchr Service. Anchr shall not sell, license, commercialize, or otherwise disclose Subscriber Data, AI Input, or AI Output, including aggregated or de-identified forms thereof, except to service providers as necessary to provide the Anchr Service and subject to this Agreement and the Data Processing Addendum. The license in this Section 6.2 does not survive termination, except with respect to data irreversibly aggregated or de-identified before termination. Anchr will not use Subscriber Data, AI Input, AI Output, or aggregated or de-identified data derived from any of them to train, fine-tune, validate, improve, or modify any machine-learning or AI model unless Subscriber expressly opts in by prior written authorization. For the avoidance of doubt, the foregoing does not restrict Anchr's use of Performance Data in accordance with Section 6.6. Subscriber represents and warrants that it has all necessary rights to grant Anchr the foregoing licenses.

Data Security

Anchr currently utilizes Google Cloud Platform (GCP) and Supabase, reputable hosting services providers, to store all Subscriber Data; provided, that, Anchr may utilize other hosting service providers of similar repute and with materially equivalent data security standards, such as Microsoft Azure; provided that Anchr must provide Subscriber written notice at least thirty (30) days prior to using any such other hosting service providers (or such shorter period as is reasonably necessary to address urgent security or operational concerns). Notwithstanding the use of hosting service providers, Anchr must: implement code, access controls, encryption, and other protocols designed to secure the Anchr Platform; manage and protect Subscriber Data within the Anchr Platform; and configure, operate, and secure the Anchr Platform in such a manner designed to prevent Security Breaches (defined below), unauthorized access, or misuse of the Anchr Platform. Anchr shall maintain commercially reasonable administrative, technical, and organizational security measures consistent with industry standards. Anchr is currently undergoing a SOC 2 audit process for the Anchr Service and, upon completion and subject to customary confidentiality restrictions, will make available to Subscriber a summary of its then-current SOC 2 report or equivalent third-party security assessment upon written request no more than once per twelve (12) months. Until such report is available, Anchr will provide commercially reasonable security information, including completion of a written security questionnaire, sufficient to demonstrate its security controls.

Security Breach

In the event Anchr becomes aware of any loss or unauthorized access, disclosure or use of any Subscriber Data (“Security Breach”), Anchr will (i) notify Subscriber in writing within seventy-two (72) hours of becoming aware of such Security Breach, and (ii) at Anchr’s cost and expense, take reasonable steps to identify the cause of such Security Breach, minimize the harm associated therewith and prevent reoccurrence thereof. Any notification of any Security Breach will describe, to the extent known, details of the Security Breach, including steps taken to mitigate the potential risks.

Data Processing Addendum

To the extent Anchr processes personal data on behalf of Subscriber in providing the Anchr Service, the parties will comply with the Data Processing Addendum attached as Exhibit D and incorporated by reference. Exhibit D will address, as applicable, the parties’ data protection roles, processing instructions, assistance obligations, subprocessors, cross-border transfer mechanisms, and Standard Contractual Clauses or other transfer safeguards required by applicable data protection laws.

Performance Data

Anchr retains all right, title and interest in and to the Performance Data, and may use Performance Data for its internal business purposes, including product improvement, benchmarking, and analytics; provided that Anchr shall not sell or license Performance Data to any third party in a manner that identifies or is reasonably likely to identify Subscriber.

Anchr Internal-Use License

Notwithstanding Anchr's assignment of AI Output under Exhibit E and Subscriber's ownership of Subscriber Data and AI Output, Subscriber grants Anchr a limited, non-exclusive, worldwide, royalty-free license during the Term to retain and use Subscriber Data, AI Input, and AI Output solely as necessary to provide, secure, support, and troubleshoot the Anchr Service. Anchr may use only properly aggregated or de-identified data that does not identify and cannot reasonably be used to identify Subscriber, any of its customers, or any User for limited internal improvement of the performance, reliability, and safety of the Anchr Service. For the avoidance of doubt, this license does not override Anchr’s deletion obligations under Section 7.2 or the Data Processing Addendum, does not authorize sale, licensing, commercialization, or other disclosure of Subscriber Data, AI Input, or AI Output, and does not survive termination except for data irreversibly aggregated or de-identified before termination. Anchr will exercise this license in accordance with the confidentiality obligations in Section 5 and will not use Subscriber Data, AI Input, or AI Output, including aggregated or de-identified forms thereof, to train, fine-tune, validate, improve, or modify any machine-learning or AI model unless Subscriber expressly opts in by prior written authorization.

Term

The term of this Agreement will commence on the Effective Date and continue until all Order Forms have expired, unless terminated earlier in accordance with the terms of this Agreement (the "Term"). Unless otherwise set forth in an Order Form or otherwise in this Agreement, each Order Form will have an initial term of one (1) year (the "Initial Order Term"), and will automatically renew for successive one (1) year terms (each, a "Renewal Order Term" and collectively with the Initial Order Term, the "Order Term"), unless either party provides no less than thirty (30) days written notice of its intent to terminate the Order prior to the end of the then-current term.

Termination

Either party may terminate this Agreement upon written notice if the other party materially breaches the Agreement and does not cure such breach (if curable) within thirty (30) days after written notice of such breach. Upon the expiration or termination of this Agreement for any reason, (i) any amounts owed to Anchr under this Agreement will become immediately due and payable; and (ii) each party will return to the other all property (including any Confidential Information) of the other party. Anchr will delete Subscriber Data from production systems within thirty (30) days after expiration or termination, subject to applicable legal holds and retention obligations, routine backup retention, the Data Processing Addendum, and any export period expressly granted in an applicable Order Form or addendum. No post-termination data-export period or export right applies unless expressly granted in an applicable Order Form or addendum. If such an export period is expressly granted, Anchr will make Subscriber Data then available in the Anchr Platform available for export during that period in Anchr’s then-current standard export format, subject to Subscriber’s payment of all undisputed Fees then due. Upon Subscriber’s reasonable written request, Anchr may provide transition assistance, including negotiated enterprise export assistance, at Anchr’s then-current professional services rates or as otherwise agreed in writing; provided that Anchr will have no obligation to provide transition assistance to a Subscriber whose account is suspended, terminated for uncured payment default, or delinquent in payment of undisputed Fees unless Subscriber first pays all undisputed amounts then due. Anchr is not required to create, maintain, or provide a customer-facing export API or custom export functionality unless expressly agreed in an Order Form, addendum, or SOW. Subscriber Data retained under a legal hold or retention obligation or in routine backups will remain protected under this Agreement and the Data Processing Addendum and will be deleted when the applicable hold, obligation, or standard backup retention cycle ends. To the extent Anchr uses third-party or AI model providers to process Subscriber Data, AI Input, or AI Output, Anchr will configure such providers for zero data retention or equivalent non-retention settings only to the extent such settings are made available by and supported by the applicable provider for the relevant service. Anchr shall use commercially reasonable efforts to select providers that support zero-retention or equivalent settings, and shall disclose to Subscriber upon request any AI model providers that do not support such settings. Sections 1 (Definitions), 5 (Confidential Information), 6 (Ownership and Data), 7.2 (Termination), 8.3 (Disclaimer), 9 (Indemnity), 10 (Limitation of Liability), and 11 (General Provisions) will survive the termination of this Agreement.

Termination for Insolvency

Either party may terminate this Agreement upon written notice if the other party (i) becomes insolvent; (ii) makes a general assignment for the benefit of creditors; (iii) files or has filed against it a petition in bankruptcy or similar proceeding that is not dismissed within sixty (60) days; or (iv) ceases to conduct business in the ordinary course.

Mutual Warranty

Each party represents and warrants that (i) it has the legal power and authority to enter into this Agreement; (ii) it will comply with any and all applicable laws, rules and regulations with respect to its performance of its obligations, and exercise of rights granted to it, hereunder; and (iii) it is not bound by any agreement with any third party that would prohibit or interfere with its ability to perform its obligations hereunder.

Anchr Limited Warranty

Anchr warrants that during the applicable subscription term (i) the Anchr Service will perform in all material respects in accordance with the Documentation; and (ii) Anchr will provide the Anchr Service in a professional and workmanlike manner. Subscriber's exclusive remedy, and Anchr's sole liability, for breach of this Section 8.2 will be for Anchr to use commercially reasonable efforts to correct the non-conformity or, if Anchr is unable to do so within a reasonable period, to terminate the affected Order Form and refund the prepaid Fees attributable to the remaining terminated portion of the applicable subscription term.

Disclaimer

Except as expressly provided in Section 8 (WARRANTY; DISCLAIMER), and to the maximum extent permitted by applicable law: (i) the Anchr Service, Anchr Platform, Documentation, AI Technology, and AI Output are provided “as is” and “as available”; (ii) Anchr and its suppliers make no other warranties, express or implied, by operation of law or otherwise, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose; and (iii) Anchr does not warrant that any AI Output will be accurate, complete, reliable, current, non-infringing, or fit for Subscriber’s intended purpose. Subscriber acknowledges that AI Technology may generate probabilistic, incomplete, inaccurate, or unexpected AI Output and that Subscriber is solely responsible for reviewing, validating, and determining the suitability of AI Output before using or relying on it.

By Anchr

Anchr shall defend Subscriber, from and against any and all third party claims, demands, actions arising out of or relating to any claim that the Anchr Service or Anchr Platform technology, when used in accordance with this Agreement, infringes, misappropriates, or otherwise violates any intellectual property rights or proprietary rights of any third party and shall pay all damages attributable to such claim which are finally awarded against Subscriber or paid in settlement of such claim. Notwithstanding the foregoing, Anchr will not have any obligation under this Section 9.1 to the extent such claim is based on or arises from: (a) Subscriber Data, AI Input, AI Output, or other data, content, or materials provided by or on behalf of Subscriber; (b) Subscriber’s use of, reliance on, publication of, or other exploitation of AI Output, including where Subscriber acts without the human review or validation required by this Agreement; (c) any modification of the Anchr Service or Anchr Platform by Subscriber or any third party, except as authorized or performed by Anchr; (d) Subscriber’s combination of the Anchr Service or Anchr Platform with any third-party products, services, data, or materials not provided by Anchr; (e) Subscriber’s continued use of the Anchr Service after Anchr has provided a non-infringing modified or replacement version that would have avoided the claim; (f) Subscriber’s unauthorized use of the Anchr Service or use in violation of this Agreement or the Documentation; or (g) open-source software or third-party components not supplied or controlled by Anchr. If the Anchr Service or Anchr Platform is enjoined or, in Anchr’s determination is likely to be enjoined, Anchr shall, at its option and expense (i) procure for Subscriber the right to continue using the Anchr Service, (ii) modify, replace, or re-license the Anchr Platform or Anchr Service so that it is no longer infringing but continues to provide comparable functionality, or (iii) terminate this Agreement and Subscriber’s access to the Anchr Service and refund any prepaid Fees attributable to the unused remainder of the then-current term. This Section sets forth the sole and exclusive remedies of Subscriber and the entire obligation of Anchr for any claim that the Anchr Service infringes a third party’s intellectual property rights.

By Subscriber

If any action is instituted by a third party against Anchr relating to (a) any claim that the Subscriber Data, AI Input, AI Output, or other data, content, or materials provided by or on behalf of Subscriber infringes upon, or misappropriates, any third party’s rights, including intellectual property rights, (b) Subscriber’s use of, reliance on, publication of, or other exploitation of AI Output, including where Subscriber acts without the human review or validation required by this Agreement, or (c) Subscriber’s use of the Anchr Service in violation of this Agreement, Subscriber will defend such action at its own expense on behalf of Anchr and shall pay all damages attributable to such claim which are finally awarded against Anchr or paid in settlement of such claim. This subsection states the sole and exclusive remedy of Anchr and the entire liability of Subscriber for the claims and actions described herein.

Procedure

Any party that is seeking to be indemnified under the provision of this Section 9 (Indemnity) must (i) promptly notify the other party (the “Indemnifying Party”) of any third-party claim, suit, or action for which it is seeking an indemnity hereunder (a “Claim”), (ii) give the Indemnifying Party the sole control over the defense of the Claim, and (iii) provide reasonable cooperation to the Indemnifying Party in the defense and settlement of such Claim at the Indemnifying Party's expense. The Indemnifying Party shall not settle any Claim in a manner that imposes any liability, admission of fault, or obligation on the indemnified party without such party's prior written consent (not to be unreasonably withheld). Failure to promptly notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations except to the extent it is materially prejudiced by such failure.

Governing Law and Venue

This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of Delaware, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Subscriber hereby expressly consents to the exclusive personal jurisdiction and venue in the state and federal courts located in Wilmington, Delaware. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

Export

Subscriber agrees not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Anchr, or any products utilizing such data, in violation of the United States export laws or regulations.

Severability

If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Without limiting the generality of the foregoing, the parties agree that Section 10 (Limitation of Liability) will remain in effect notwithstanding the unenforceability of any provision in Section 8.2 (Anchr Limited Warranty).

Waiver

Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

Remedies

Except as provided in Section 8.2 (Anchr Limited Warranty) and Section 9 (Indemnity), the parties’ rights and remedies under this Agreement are cumulative. Subscriber acknowledges that the Anchr Service and Anchr Technology contain valuable trade secrets and proprietary information of Anchr, that any actual or threatened breach of Section 3.2 (Restrictions) or Section 5 (Confidential Information) or any other breach by Subscriber of its obligations with respect to intellectual property rights of Anchr will constitute immediate, irreparable harm to Anchr for which monetary damages would be an inadequate remedy. In such case, Anchr will be entitled to immediate injunctive relief without the requirement of posting bond. If any legal action is brought by Anchr to enforce this Agreement, Anchr will be entitled to receive its attorneys’ fees, court costs, and other collection expenses, in addition to any other relief it may receive.

No Assignment

Neither party shall assign, subcontract, delegate, or otherwise transfer this Agreement, or its rights and obligations herein, without obtaining the prior written consent of the other party, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void; provided, further, that either party may assign this Agreement in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or other operation of law, without the consent of the other party; provided, however, that Subscriber may not assign this Agreement to a direct competitor of Anchr without Anchr's prior written consent. The terms of this Agreement shall be binding upon the parties and their respective successors and permitted assigns.

Force Majeure

Any delay in the performance of any duties or obligations of either party will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible. For the avoidance of doubt, this Section 11.7 shall not excuse or delay either party's obligation to make payments due under this Agreement. If a Force Majeure event continues for a period of more than one hundred twenty (120) consecutive days, either party may terminate this Agreement upon thirty (30) days' prior written notice to the other party, without liability to either party for such termination (other than for payment obligations accrued prior to the effective date of termination).

Independent Contractors

Subscriber’s relationship to Anchr is that of an independent contractor, and neither party is an agent or partner of the other. Subscriber will not have, and will not represent to any third party that it has, any authority to act on behalf of Anchr.

Notices

Other than notices of non-renewal of the Agreement or any Order Form, which may be delivered via email, each party must deliver all notices or other communications required or permitted under this Agreement in writing to the other party at the address listed on the first page of the Agreement by courier, by certified or registered mail (postage prepaid and return receipt requested), or by a nationally-recognized express mail service. Notice will be effective upon receipt or refusal of delivery. If delivered by certified or registered mail, any such notice will be considered to have been given five (5) business days after it was mailed, as evidenced by the postmark. If delivered by courier or express mail service, any such notice shall be considered to have been given on the delivery date reflected by the courier or express mail service receipt. Each party may change its address for receipt of notice by giving notice of such change to the other party.

Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be taken together and deemed to be one instrument.

Order of Precedence

In the event of any conflict among the documents forming part of this Agreement, the following order of precedence shall apply: (a) Order Forms (solely with respect to such Order Form's subject matter); (b) exhibits, schedules, or addenda (excluding Order Forms); (c) this Agreement; and (d) Documentation. Provisions in lower-priority documents addressing matters not covered by higher-priority documents remain in effect.

Custom Products

From time to time during the Term, Subscriber may request that Anchr develop custom deliverables that are not part of the standard Anchr Service (each, a "Custom Product"). Each Custom Product engagement shall be documented in a mutually executed statement of work ("SOW") setting forth the specifications, fees, timeline, and acceptance criteria, and shall be subject to the additional terms set forth in Exhibit C (Custom Products). Ownership of any Custom Products shall be as set forth in any Exhibit C. Notwithstanding the foregoing, Anchr shall retain all right, title, and interest in and to any pre-existing intellectual property, tools, libraries, frameworks, methodologies, or know-how owned or developed by Anchr prior to or independently of the applicable SOW.

Publicity

With Subscriber’s prior written consent, Anchr may identify Subscriber by name and logo as a customer of Anchr, and reference Subscriber as a customer, in Anchr’s marketing materials, website, and customer lists. Subscriber may revoke such consent upon written notice, after which Anchr will cease further use of Subscriber’s name and logo within a commercially reasonable period. Neither party will issue any press release regarding this Agreement or the parties’ relationship without the other party’s prior written consent.

Entire Agreement

This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matters hereof and supersedes and merges all prior discussions between the parties with respect to such subject matters. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by an authorized signatory of Subscriber and Anchr.

Insurance

During the Term, Anchr shall maintain, at its own expense: (a) commercial general liability insurance; (b) technology errors and omissions / cyber liability insurance; and (c) such other insurance as required by applicable law, in each case with coverage and limits commercially reasonable for Anchr’s business and the risks associated with providing the Anchr Service. Upon Subscriber's written request, Anchr shall provide certificates of insurance evidencing the foregoing coverages.