Living Security Master Services Agreement

This Living Security Master Services Agreement (this “MSA”) is between Living Security, Inc. a Delaware corporation having offices at 9901 Brodie Ln, Suite 100 PMB1470, Austin, Texas 78748 (“Living Security“) and the customer who submits an Order that incorporates this MSA by reference (“Customer”).

1. Definitions

1.1 “Affiliate” means an entity that controls Customer, is controlled by Customer, or is under common control with Customer, directly or indirectly, where control means the right to vote a majority of the common stock or similar ownership interests of the entity or to otherwise control the management or policies of the entity.

1.2 “Agreement” refers collectively to the Order(s), this Master Services Agreement, and any documents attached to or incorporated by reference in either of them.

1.3 “AI Feature” means any functionality, feature, model, tool, agent, or capability made available as part of the Services that uses machine learning, large language models, generative AI, or similar techniques to generate, transform, classify, summarize, recommend, or otherwise process content.

1.4 “Authorized Users” has the meaning given in Section 6.4 (Authorized Users).

1.5 “Confidential Information” has the meaning given in Section 8.1 (Confidential Information).

1.6 “Customer Data” means any data, content, files, text, images, Inputs, Outputs, or other information submitted to, transmitted through, or processed by the Services by or on behalf of Customer or its Authorized Users, including any personal data contained therein.

1.7 “Inputs” and “Outputs” mean the inputs and outputs provided to or by the AI Features provided to Customer as part of the Services, provided that Outputs exclude similar outputs provided to a third party which are not based on Customer Data or an AI model trained or tuned using Customer Data.

1.8 “Marks” means trademarks and service marks, such as trade names, logos, and similar indicia.

1.9 “Metadata” means information generated by or collected by Living Security in connection with the provision, operation, support, security, or use of the Services (including system and event logs, telemetry, device and browser information, usage and performance data, and similar technical and operational data) and any data sets, statistical information, benchmarks, measurements, analytics, and insights derived from Customer Data through aggregation, de-identification, or anonymization; provided that Metadata does not identify Customer, any Authorized User, or any individual, and is not reasonably capable of being re-identified or linked to Customer, any Authorized User, or any individual, taking into account reasonably available means and applicable privacy and data protection laws.

1.10 “Order” means a final order form prepared by Living Security for Customer’s signature that Customer has signed and submitted to Living Security.

1.11 “Security Materials” has the meaning given in Section 8.2 (Security).

1.12 “Services” means Living Security’s security services described in an Order, which may include: (i) use of the Teams platform for live online interaction among team members, (ii) access to training content, (iii) use of Living Security’s phishing simulator service, (v) use of Unify^TM for data analysis, and (vi) and other services or content described in an Order, in each case with Living Security’s standard support. The Services include all underlying technology or content incorporated in the Services or used to provide the Services.

1.13 “Site” means https://www.livingsecurity.com, or any other website operated by Living Security for the purpose of offering or providing services of the type covered by this MSA, including any subdomains.

1.14 “Term” has the meaning given in Section 5.1 (Order Term).

1.15 “Third-Party Technology” means software, online services, and other third-party technologies provided by a third party to Customer under separate legal terms between Customer and the third party.

1.16 “Training” means using data to develop, improve, or fine-tune a machine learning model or system, including by incorporating such data into model weights, embeddings, or other persistent model parameters, or using such data to evaluate or optimize model performance in a manner that results in generalized improvements to a model for use beyond Customer.

2. Services

2.1 Services. Living Security will provide Customer with the Services described in each Order for the Term of the Order and subject to the fees described therein. Living Security may process Customer Data to the extent required to provide the Services to Customer as well as for its reasonable security and legal compliance purposes.

2.2 Support. The Services include Living Security's standard Support. Support documentation is available at https://www.livingsecurity.com/support. For additional assistance, Customer may submit Support requests online at https://www.livingsecurity.com/support/contact-us or via the in-product AI Support Agent chat interface. Automated assistance through the AI Support Agent is available 24 hours per day, 7 days per week. Human technical and administrative support is available for escalations 24 hours per day, 7 days per week, excluding published support holidays, and subject to the Service Level Agreement located at https://www.livingsecurity.com/service-level-agreement. Customer requests for assistance or customization that fall outside of Living Security’s standard Support may be subject to additional fees.

2.3 AI Services. AI Features included with or incorporated by any part of the Services will be clearly and explicitly disclosed in an Order. By purchasing Services that include AI Feature, Customer acknowledges that AI Features are an inherent part of the Services and subject to the usage limits, technical constraints, and acceptable use requirements described in the Agreement and the Documentation. Living Security will not use Customer Data to Train any AI model or to create generalized model improvements that benefit any third party, except with Customer’s prior written consent. Living Security will retain Customer Data processed by AI Features only for the period necessary to provide the Services and as otherwise permitted under the Agreement. Living Security will maintain and follow internal policies and procedures designed to support safe and secure operation of AI Features and reduce the risks of hallucinations, unlawful discrimination and material bias, and offensive, hateful, harassing, or sexually explicit content inconsistent with the intended use of the Services. Upon request, Living Security will provide Customer with information reasonably necessary to support Customer’s internal risk assessments regarding AI Features, subject to confidentiality and security limitations.

2.4 Beta Services. Living Security may invite Customer to test “Beta” services at no charge. Beta services will be designated as test, beta, pilot, limited release, developer preview, non-production, evaluation or with a similar description. Beta services are for evaluation purposes and not for production use, are not considered “Services” under this Agreement, are not supported, and may be subject to additional terms. Living Security may discontinue Beta Services at any time in its sole discretion and may never make the Beta Services generally available. If a generally available version is released, there may not be an automatic update path from the Beta version to the generally available version. If not earlier terminated, any Beta services trial period will expire on the date that the Beta service is released on a generally available basis. Beta Services are provided AS-IS, and Living Security has no liability for any harm or damage arising out of or in connection with Customer’s use of a Beta Service. Living Security may terminate a Beta service and delete Customer’s files and related information at any time, for any or no reason.

3. Use of Third Parties

3.1 No Third-Party Use for Their Own Purposes. Living Security will not allow any third party to use Customer Data to Train its models or for its own product improvement or other independent purposes.

3.2 Subprocessing Controls. To the extent Living Security uses any third party to provide any part of the AI Features:

(a) such third party will act solely as a subprocesser or service provider to Living Security;

(b) Living Security will have a written agreement with the third party that includes confidentiality obligations and restrictions consistent with this Agreement (including restrictions on Training and independent use); and

(c) Living Security will remain responsible for the performance of its obligations under this Agreement.

3.3 Disclosure of AI Providers. Third parties used to provide any part of the AI Features, if any, are included as a subset of the subprocessor list maintained at https://ls.livingsecurity.com/sub-processors-page, and Customer agrees to the use of all such subprocessors as of the time of their signature on this Agreement. Living Security may update its subprocessor list from time to time, and will provide notice of any material changes to such list as required by this Agreement.

3.4 Living Security offers integration features for certain Third Party Technologies. For example, the Unify Service requires the use of data that Customer has collected using Third Party Technologies such as CrowdStrike or Microsoft End Point; and for example, Living Security may allow the Services to be accessed via third-party learning management platforms. Living Security does not endorse or recommend any service for which it offers an integration feature. Customer’s use of the Third-Party Technology is subject to the legal agreement between Customer and the third party. Customer acknowledges that Living Security’s integration features may be unavailable or may not work properly if the third party’s API is unavailable or if the third party modifies its API or services in a way that impacts the Living Security integration feature. Living Security will use commercially reasonable efforts to modify its integration features to maintain compatibility with the third party’s APIs and services but may discontinue an integration feature without liability to Customer if there is a change in the service that creates an unreasonable cost or operational burden to Living Security.

4. Fees; Payment Terms

4.1 Fees. The fees for the Services are stated in the Order. Customer must pay Customer’s fees when due as described above for the entire Term of Customer’s Order. Customer must not use or attempt to use the Services in a way that undermines Living Security’s ability to correctly calculate its fees. Living Security may not increase the fees during Customer’s initial term but may increase its fees for any renewal term by giving Customer notice of the increase at least thirty (30) days prior to the expiration of the initial term or then current renewal term, as applicable. Fees are stated and must be paid in United States Dollars.

4.2 Payments. Living Security shall invoice fees as stated in the Order. Fees are non-refundable, even if Customer does not use the Services. Unless Customer has made other arrangements with Living Security, Customer must authorize and maintain a current valid means for Living Security to collect its fees for the Services via ACH at all times during the Term. Unless otherwise agreed in the Order, Living Security may charge invoiced amounts to Customer’s account or other agreed payment means on the date of invoice.

4.3 Sales Tax. The stated fees do not include any sales, use, VAT or like taxes (“Sales Tax”). Customer must pay any applicable Sales Tax that is properly invoiced by Living Security. Customer is not responsible for any tax on Living Security’s net income or capital.

4.4 Overdue Payments. Living Security may suspend or terminate Customer’s Services or the Order if its charge to Customer’s account or other agreed payment means is rejected or not timely paid for any reason. Living Security may charge interest on overdue amounts at the lesser of 1.2% per month or the highest non-usurious amount permitted by applicable law. If Living Security prevails in a legal action to collect an overdue amount, Customer must also pay Living Security’s reasonable costs of collection, such as attorney fees and court costs. If Living Security suspends Customer’s account for late payment, Customer must pay Living Security’s reasonable reinstatement fee.

5. Term; Termination

5.1 Order Term. The initial term of each Order begins on Order effective date and continues for the period stated in the Order. On expiration of the initial term, the Order renews for consecutive renewal terms of the same length as the initial term, unless either Customer or Living Security gives a notice of non-renewal at least thirty (30) days prior to the last day of the initial term or then current renewal term, as applicable. The initial term and all renewal terms of an Order are referred to as the “Term.”

5.2 MSA Term. The term of this Order begins on the earlier of the date that it is signed, if signed, or the effective date of the first Order that references this MSA. The MSA term shall continue for so long as any Order is in effect. For clarity, nothing in this MSA requires either party to enter into an Order, but any Order that is entered into is subject to this MSA.

5.3 Termination. Either party may terminate an Order, or the Agreement, on written notice if the other party is in material violation of any term of an Order or the Agreement, provided that if the violation is curable the terminating party must first give the other party a written notice describing the violation in reasonable detail and at least ten (10) days to cure the violation.

5.4 Suspension. Living Security may suspend Customer’s access to the Services during any period that Customer is in material breach of the Agreement or Customer’s access to the Services creates a material security vulnerability. Living Security will give Customer at least two (2) business days’ advance notice of the suspension unless the suspension is made under emergency circumstances. Living Security will reinstate Customer’s access to the Services when the grounds for suspension are cured unless Living Security has already terminated the Agreement as described in this Section.

5.5 Surviving Provisions. Any terms that by their nature are intended to survive expiration or termination of the Agreement shall survive.

6. Customer Obligations; Restrictions

6.1 License. Customer is licensed to use the Services described in an Order for the Term of that Order. The license is non-exclusive. The license is non-transferable except as part of an assignment of the Agreement that is permitted by Section 12.8 (Assignment). The license may not be sublicensed except to Customer’s Affiliates and Customer’s contractors who are retained by Customer to support its internal business operations, in each case subject to all of the terms, conditions and restrictions of this license. The license is worldwide, subject to applicable export laws. The license is automatically suspended or terminated on a suspension or termination of the Service or Order in accordance with Section 5 (Term; Termination).

6.2 Security Obligations. Customer must use reasonable security precautions in connection with Customer’s use of the Services, such as requiring Customer’s Authorized Users to establish reasonably secure passwords and using commercially reasonable efforts to protect Customer’s systems and data from malware. Customer agrees that Customer is responsible under the Agreement for any action taken using Customer’s account credentials, even if the action was not authorized by Customer.

6.3 Use of AI Features. Customer represents and warrants that it has all rights, permissions, and lawful bases necessary to provide Customer Data (including personal data, if applicable) for processing by the Services and AI Features. Unless expressly permitted in the Documentation, Customer will not provide to AI Features: (a) protected health information; (b) payment card data subject to PCI DSS; (c) government-issued identifiers; or (d) other sensitive data categories, except to the extent the Services are expressly designed to process such data and the parties have agreed to applicable additional terms. Customer will not use AI Features to make or materially support decisions that produce legal or similarly significant effects on individuals (e.g., employment, housing, credit, insurance, education admissions, or medical diagnosis or treatment). Customer agrees that it will provide appropriate human oversight, especially for high-impact use cases, in accordance with Customer's internal requirements and applicable law.

6.4 Authorized Users. Customer may allow its staff and the staff of any contractors that Customer retains to access the Services for Customer’s benefit in support of its internal business operations (each an “Authorized User”). Customer authorizes Living Security to act on the instructions of a user who authenticates using the account credentials Customer has established for an Authorized User. Customer is solely responsible for adding and removing users and other maintaining the user permissions and authentication credentials for Customer’s account. Customer is responsible for the use of the Services by Customer’s Authorized Users or any other person who gains access to the Services as a result of Customer’s failure to update user accounts or use reasonable security precautions.

6.5 Restrictions. Living Security provides the Services subject to the following conditions and restrictions: (i) unless Customer and Living Security have entered into a separate written agreement permitting resale or distribution of the Services, Customer may not resell the Services or use the Services to provide services to persons other than Customer’s Affiliates; (ii) Customer may not modify or create derivative works of the Services; (iii) Customer may not access the Services for the purpose of creating a competing service; (iv) Customer may not publish any benchmarking or other performance analysis of the Services; (v) except to the extent permitted by applicable law notwithstanding this limitation, Customer may not disassemble, decompile, reverse engineer or attempt to discover any underlying algorithm or method embodied in the Services, and then only after thirty (30) days notice to Living Security; (vi) Customer may not copy any part of the Services or mirror the Services on any site or system, except that Customer may copy Living Security’s APIs and Services documentation as reasonably necessary for Customer’s permitted use of the Services, provided that Customer uses the APIs and documentation in the exact form published, retains all branding and proprietary notices, and do not transfer the APIs or documentation to any other person; (vii) Customer may use the Services only by means of an interface provided or approved by Living Security; (viii) Customer may not remove any proprietary notices displayed on or with the APIs, documentation or other Services materials. Except for the limited use rights expressly stated in the Agreement, Living Security retains all right, title and interest in and to the Services.

7. Use of Customer Data

7.1 Customer Data. As between Living Security and Customer, Customer is the owner and controller of all Customer Data. Living Security is authorized to use Customer Data for the purpose of providing the Services, administration of the Agreement, and as otherwise required by law.

7.2 Metadata. Living Security may generate, use, and commercialize Metadata for any lawful purpose not prohibited by this Agreement. Without limiting the foregoing, Living Security may use Metadata to analyze and improve its services offering generally, to identify user experience issues, to make its training processes more effective, to create new product and service offerings, and to market its services. Living Security will maintain technical and organizational measures designed to prevent re-identification of Metadata and will not attempt to re-identify such data except as required to validate de-identification techniques or as required by law.

7.3 Privacy. Living Security will destroy Customer Data within 90 days of expiration or termination of the appliable Order, or earlier upon written request, and insure that any third parties to whom it has disclosed Customer Data do the same. Notwithstanding the foregoing, Living Security may maintain Customer Data necessary for compliance with reasonable and customary record-keeping requirements.

8. Confidentiality; Data Protection

8.1 Confidential Information. “Confidential Information” means any non-public information that a party (the “recipient”) receives from or learns about the other party (the “discloser”) as a result of activities contemplated by the Agreement that the recipient should reasonably understand to be confidential, given the nature of the information or the circumstances of its disclosure, but not including any information that is developed by the recipient independently and without reference to the discloser’s Confidential Information, or information that is or becomes available from a source other than discloser so long as the source did not, to recipient’s knowledge, acquire the information as a result of a violation of a duty of confidentiality to discloser. Living Security’s Confidential Information includes the Services and all information Customer learns about the Services. Recipient agrees not to use or disclose the discloser’s Confidential Information except to provide or use the Services, as applicable, or to exercise legal rights or obligations in connection with the Agreement. Recipient shall use reasonable care to protect the discloser’s Confidential Information from unauthorized use and disclosure. Living Security’s use of reasonable care as to Customer’s Confidential Information is met by the use of the safeguards described in Section 8.2 (Security). Recipient shall return or destroy the discloser’s Confidential Information on request, except as necessary for reasonable and customary business record-keeping purposes. Recipient is responsible for a breach of this Section by any person to whom it has disclosed the discloser’s Confidential Information to the same extent as for its own breach of this Section. Notwithstanding the foregoing, recipient may disclose discloser’s Confidential Information in response to a subpoena, request from law enforcement, or as otherwise required by law provided that it gives reasonable advance written notice of the disclosure (unless notice is prohibited by law).

8.2 Security. On request, Living Security will make available its materials describing its security safeguards and related audit and compliance reports (the “Security Materials”). Customer acknowledge that the Security Materials are Living Security’s sensitive Confidential Information and may be shared only with its Authorized Users, professional advisors, and consultants on a need-to-know basis. Living Security is not responsible to Customer or Customer’s users for any harm or damage resulting from a security incident except to the extent the security incident resulted from Living Security’s failure to provide the security safeguards described in the Security Materials.

8.3 Data Protection Laws. Prior to disclosing any personal data to Living Security, Customer shall ensure it has an appropriate Data Protection Agreement (“DPA”) in place to protect such personal data, and both parties agree to negotiate the terms of such an agreement in good faith. If the parties have executed a DPA, it shall be considered part of the Agreement, and Living Security represents and warrants that, in addition to the obligations in this MSA, it will treat all personal data in accordance with the additional obligations provided in the DPA and all applicable data protection laws.

9. Warranties; Disclaimers

9.1 Mutual Warranties. Each party represents that it has validly entered into this Agreement and has the legal power to do so. If the individual submits the Order on behalf of a company or other legal entity, the individual has the legal power and authority to bind that entity to the Order and this MSA. Each party represents and warrants that it will comply with all applicable laws in relation to use or provision of the Services and its performance under the Agreement, including all applicable export laws and sanctions and laws dealing with privacy, data protection, anti-bribery, and anti-corruption.

9.2 Services Warranty. Living Security will provide the Services in a good and professional manner in accordance with the associated Order, the Agreement, the Services documentation, and all applicable laws (the “Services Warranty”). If Living Security fails to meet the Services Warranty for any reason, Customer must provide notice of the failure within ten (10) days following the end of the calendar month in which the failure occurred and cooperate with Living Security’s reasonable efforts to cure the failure, and Living Security will promptly cure the failure at its own cost and expense. If it is unable to cure the failure within 30 days of Customer’s notice, Customer may terminate the applicable Order, and Living Security will refund the fees under that Order for the month during which the failure occurred along with any prepaid fees for unused Services beyond the date of termination. The remedies stated in this Section are Customer’s sole and exclusive remedy for Living Security’ breach of the Services Warranty.

9.3 Warranty Disclaimer. Except for the Services Warranty above, Living Security makes no representations or warranties of any kind regarding the Services and disclaims all implied warranties, such as the warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranty arising through a course of performance or dealing. Customer acknowledges that the Services may not be uninterrupted, error free, or completely secure. Furthermore, Customer is solely responsible for its decisions, actions, and omissions taken in reliance on the AI Features. Outputs provided by the AI Features do not constitute legal, medical, financial, or other professional advice, and Customer will not represent otherwise.

10. Indemnification

10.1 Mutual Indemnities. Each party shall indemnify and hold harmless the other party, the other party’s Affiliates, and each of their respective employees, directors, officers and agents (collectively the “Indemnitees”) from and against any liability, judgment, loss, damage, cost and other expense (including reasonable attorneys’ fees) (“Losses”) arising from a third-party claim or action brought against an Indemnitee that:

1. arises from the indemnifying party’s breach of its privacy, security, or confidentiality commitments stated in this Agreement;

1. arises from the indemnifying party’s gross negligence or willful misconduct; or

1. is for personal injury or death or damage to real property or tangible (physical) property arising from the indemnifying party’s negligence or other tort; (a “Claim”).

10.2 IP Infringement Claims. Living Security shall defend Customer Indemnitees, at Living Security’s expense, from any claim asserted by an unaffiliated third party that Customer Indemnitees’ use of the Services (the “Indemnified Materials”) as permitted by the Agreement infringes or misappropriates the intellectual property rights of the third party recognized in the United States (an “IP Claim”) and shall pay any resulting loss or damage awarded by a court or other tribunal having jurisdiction over the IP Claim, provided, however, that Living Security’s obligations under this Subsection do not extend to an IP Claim to the extent it arises from the unauthorized modification of the Indemnified Materials, Customer’s use of the Indemnified Materials in combination with Third-Party Technology in a way that is not contemplated by the Living Security documentation, or Customer’s use of a version of the Indemnified Materials after a subsequent functionally-equivalent version that is free from the IP Claim has been made available to Customer by Living Security. In the event of an IP Claim Living Security may terminate the Agreement without liability other than to refund to Customer prepaid fees for unused Services, provided that it has first used commercially reasonable efforts to resolve the claim, such as through the purchase of a license or the modification of the Indemnified Materials. This Section states Customer’s sole and exclusive remedy in the event of an IP Claim.

10.3 Indemnification Procedures. The indemnified party shall provide the indemnifying party with prompt notice on learning of any indemnified Claim or IP Claim, provided that the failure to provide prompt notice shall not relieve the indemnifying party of its obligations under this Section except to the extent the failure adversely affected the defense or resolution of the Claim or IP Claim. The indemnifying party shall defend the Claim or IP Claim unless it tenders the defense to the indemnified party by written notice, in which case the indemnified party shall defend the Claim or IP Claim. The party required to defend the Claim or IP Claim shall control the defense of the claim, including selection of counsel, provided that the non-defending party may participate in the defense of a Claim or IP Claim with counsel of its choice at its expense. The non-defending party shall promptly comply with the reasonable requests of the defending party for information and assistance in connection with the defense of the Claim or IP Claim. The defending party may settle a Claim or IP Claim provided that the settlement fully resolves the liability of the indemnitees with respect to the Claim, and provided that the advance written consent of the non-defending party is required if the settlement requires any statement of culpability.

11. Limitations of Liability

11.1 Exclusions. Except for claims arising from a party’s breach of Section 8 (Confidentiality; Data Protection), neither party is liable to the other for any lost profits, lost revenue, lost business opportunity, or any indirect, special, incidental, punitive, or consequential loss or damage of any kind arising in connection with this Agreement, or any loss or damage that could have been avoided by the claiming party’s reasonable mitigation, even if the party has been advised of or should be aware of the possibility of such damages. For avoidance of doubt, damages of the type described in this subsection that are awarded by a court or other tribunal to a third party as part of Losses covered under Section 10 (Indemnification) are not excluded by this Subsection.

11.2 Maximum Liability. The maximum aggregate liability of a party under or in connection with this Agreement for any type of damages, claims, or other obligations shall not exceed the amount of fees paid or payable by Customer under the Order giving rise to the claim for the 12 months preceding the event giving rise to the claim. For clarity, the maximum aggregate monetary limit stated in this subsection is not “per incident” but is an aggregate limitation applicable to all claims arising under or regarding this Agreement. Notwithstanding the foregoing, nothing in this Section shall limit a party’s liability arising from its gross negligence, willful misconduct, fraud or other violation of applicable law related to the Agreement, indemnification obligations, or the fees and taxes described in Section 4 (Fees; Payment Terms).

11.3 Insurance. Living Security shall maintain at its expense during the Term, insurance of the following types with a coverage amount at or above the following amounts: (i) General Liability, $2 million each occurrence, $4 million aggregate; (ii) Umbrella Liability of $1 million each occurrence and $1 million aggregate; (iii) Worker’s Compensation meeting statutory requirements, and (iv) Professional Indemnity and Cyber Liability $5 million per claim and in the aggregate. The insurance must be placed with carriers that have an AM’s Best Rating of no less than A- VIII. Upon Customer’s request, Living Security shall cause its insurers to issue certificates evidencing the required coverages and naming Customer as additional insured for General Liability coverages.

11.4 Reliance. Each party acknowledges that the other party has entered into this MSA and the Order(s) in reliance on the limitations of remedies and liability stated in this MSA, and that these limitations reflect an agreed allocation of risk between Customer and Living Security. The limitations stated in this Section shall apply to any liability arising from any cause of action whatsoever, whether in contract, tort, commercial code, strict liability or otherwise, even if a limited remedy fails of its essential purpose. If these limitations as written are not permitted by applicable law, they shall apply to the extent permitted by applicable law.

12. General Terms

12.1 Governing Law, Disputes. The Agreement is governed by and should be interpreted under the internal laws of the State of Texas, and the parties agree that neither the United Nations Convention on Contracts for the International Sale of Goods nor the Uniform Computer Information Transactions Act shall apply. Each party agrees that it will not file a lawsuit or other legal action in connection with the Services or the Agreement unless it has first given the other party written notice of the dispute and attempted to resolve the dispute through good faith negotiation; provided that the parties shall not be restricted from seeking immediate injunctive relief in any court of competent jurisdiction to address the other party’s breach of confidentiality or infringement or misappropriation of intellectual property. For all other causes of action, each party agrees that it shall bring any lawsuit or other legal action related to this Agreement in the State or Federal courts sitting in Travis County, Texas. Neither party shall dispute the personal jurisdiction of such courts, and each party waives any objection it may have as to the venue of such court. To the extent permitted by applicable law, each party irrevocably waives the right to a trial by jury in respect of any litigation arising out of this Agreement and the parties’ activities regarding this Agreement. A party may not bring an action in relation to this Agreement more than two (2) years after the date that the cause of action accrued. The prevailing party in any action to enforce this Agreement, including an action for equitable relief, may recover its costs and expenses of the action from the other party, including reasonable attorney fees.

12.2 Notices. Customer’s notices must be submitted via ticket on the customer portal, and copied by electronic mail to help@livingsecurity.com. If Customer sends a notice of breach of the Agreement, a legal dispute, a legal claim, or other legal matter, Customer must copy Customer’s notice to contracts@livingsecurity.com, and must also send Customer’s notice via first class United States mail to Living Security’s physical address appearing on its Site on the day the notice is transmitted electronically. Living Security’s notices to Customer must be given to Customer’s primary account contact at the email address in Living Security’s records. Living Security’s legal notices to Customer must be copied via first class United States mail to Customer’s physical notice address, or if Customer’s physical address is outside of the United States, via a reputable and established international priority mail service on the date the notice is transmitted electronically. Notices are deemed given, received and effective as of the time transmitted by electronic mail, or if that time does not fall on a business day, as of the beginning of the first business day following the time transmitted. Notices must be given in the English language. A party may change its address for notice by giving notice in the manner stated in this Section.

12.3 Feedback. Customer agrees that Living Security is licensed to use and commercialize any feedback or suggestions that Customer provides regarding the Services to improve Living Security’s existing or future products and services on a perpetual basis without payment of any royalties or compensation to Customer and that Customer will not assert any patent or other claim against Living Security based on its use or commercialization of the feedback or suggestions.

12.4 Publicity. With Customer’s prior written consent in each case, Living Security may identify Customer in its marketing and sales materials and may include Customer’s Marks in an appropriate area of its Site and marketing materials, provided that it does not state or imply that Customer endorse the Living Security Services. Living Security will use and display Customer’s Marks in accordance with Customer’s trademark usage guidelines communicated to Living Security in writing. Any goodwill accruing from Living Security’s use of Customer’s Marks shall accrue to Customer.

12.5 Changes to the Services. Customer agrees that Customer’s purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Living Security regarding future functionality or features. Customer acknowledges that Living Security may modify or suspend any of its Services offerings at any time. If a modification or suspension materially and adversely affects Customer’s use of the Services, Customer may terminate the Agreement by giving written notice of the change no later than 30 days following the date of the change and receive a refund of any prepaid fees for unused Services as Customer’s sole and exclusive remedy.

12.6 Force Majeure. Except for Customer’s payment obligations, neither party is in violation of the Agreement if the failure to perform is due to an event beyond that party’s reasonable control, such as a significant failure of the power grid or Internet, denial of service attacks, natural disaster, war, riot, insurrection, epidemic, strikes or other organized labor action, terrorism, or other acts or events for which precautions are not generally taken in the industry.

12.7 Relationship; Third Parties. The parties are independent contractors and the sole parties to the Agreement. There are no third-party beneficiaries under this Agreement. Neither party is the agent of the other, and neither party is authorized to make any representations, contract, or commitment on behalf of the other. The use of the words “partner” or “partnership” in this Agreement or otherwise refers only to a business relationship, and does not create or reflect any legal partnership, joint venture, or other fiduciary or other special relationship between the persons described as partners. The parties do not agree to any exclusivity in regards to the subject matter of this Agreement and each party is free to contract with third parties, including competitors of the other party, for transactions of the type covered by this Agreement in any market, worldwide.

12.8 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including all Orders), without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns. Living Security remains responsible for its suppliers and subcontractors acts and omissions in breach of this Agreement to the same extent as for its own acts and omissions.

12.9 Interpretation; Severability. In calculating any period of time under this Agreement, the day of the act, event or default from which the designated period of time begins to run is not to be included. The term “person” refers to any legal person, and may mean a natural person (individual), a legally created person (such as an entity, trustee, or executor), or an entity (such as a corporation, partnership, or limited liability company). The use of the word “including” should be read to mean “including, without limitation.” All references to monetary amounts mean United States Dollars unless otherwise expressly stated. The term “parties,” either in lower- or upper-case form, refers to the signatories to this Agreement unless expressly referred to as a “third” party. For notice purposes, the words “business day,” “business hours,” or the like means Monday – Friday, 9:00 a.m. – 5:00 p.m., United States Central Time, excluding federal public holidays in the United States. A reference to “day” shall mean a calendar day, unless expressly designated as a “business” day. All software and other technology provided for Customer’s use is licensed and not sold; any references to a sale or purchase of software or other technology means the sale or purchase of a subscription. Any requirement in this Agreement that a statement be written, in writing, or a like requirement is satisfied by an email or other digital form of writing unless expressly stated otherwise. Nouns stated in the singular imply the plural as indicated by the context, and pronouns that are gender specific refer to either gender. The Section captions in this Agreement are for convenience only; they are not part of this Agreement and may not be used to interpret the terms of this Agreement. In the event one or more of the terms of this Agreement are adjudicated invalid, illegal, or unenforceable, the adjudicating body may either interpret this Agreement as if such terms had not been included or may reform such terms to the limited extent necessary to make them valid, legal or enforceable, consistent with the economic and legal incentives underlying the Agreement.

12.10 Entire Agreement and Order of Precedence. This Agreement is the entire agreement between Customer and Living Security regarding Customer’s use of Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this MSA or an Order will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. The parties agree that any preprinted term or condition stated in any business form is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) this MSA, (2) the Order, and (3) any other document that is part of the Agreement.