BY DOWNLOADING AND/OR USING MAGPAI’S SERVICE, OR BY SUBSCRIBING TO THE MAGPAI MARKETING TECHNOLOGY AND RELATED SERVICES (AS DEFINED BELOW IN  SECTION 1) THROUGH THE MAGPAI-APPROVED FORM OR ONLINE SUBSCRIPTION PROCESS (“ORDER”), THESE  TERMS AND ORDER GOVERNS USER’S ACCESS AND USE OF THE SERVICES. BY ACCEPTING THIS AGREEMENT AND  USING OR ACCESSING ANY OF THE SERVICES, USER AGREES TO THE TERMS OF THIS AGREEMENT, AS UPDATED  FROM TIME TO TIME.

IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT  YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS, IN WHICH CASE THE  TERMS “USER” “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH  AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THIS AGREEMENT AND SHALL  NOT BE PERMITTED TO USE THE SERVICES.

FURTHERMORE, BY ACCEPTING THIS AGREEMENT YOU REPRESENT AND WARRANT THAT ANY AND ALL  INFORMATION YOU PROVIDE US THROUGH THE SERVICES IS TRUE, ACCURATE AND COMPLETE. THE PROVISION OF  FALSE OR FRAUDULENT INFORMATION IS STRICTLY PROHIBITED.

AS USED HEREIN, THE FOLLOWING DEFINITIONS SHALL APPLY:

“AGREEMENT” OR “TERMS” MEANS THESE TERMS OF SERVICE AND ALL MATERIALS AND LINKS REFERRED TO  HEREIN.

“MAGPAI” MEANS MAGPAI INC. AND ITS AFFILIATES.

“PARTIES” MEANS USER, OR YOU, TOGETHER WITH MAGPAI.

1. Services

Magpai’s is a unique, proprietary text messaging social service (“Platform”) that offers  an MMS-based chat bot to provide context, facilitate conversation, and accomplish tasks for users  (each also referred to as a “Product” and, as may be combined, “Products”). “Services,” as used in this  Agreement, refers to a User’s access to the Platform, Products and other ancillary services specified in  the Order. All content, data and other information that User submits to the Services through its use  thereof, is “User Content” for the purposes of this Agreement. Depending on the  Products licensed by User, User may have access to the following functionality. If the User has not received access to a specific Product that offers the following functionality, then the terms for that  function shall not apply:

a. User Opt-in–Users may not interact with the chat bot without providing explicit opt-in via SMS or MMS. A user may opt out at any time. If a user fails to opt into the service, The Platform will not collect or store any user data. Users may opt-in by texting OPTIN to the service, and opt-out by texting OPTOUT at any time.

b. Use of the Chatbot–Our Chatbot is designed to provide you with messaging services that allow you to send and receive text messages, images, and other media through MMS. By using our Chatbot, you acknowledge that we will collect and store any messages that you send or receive through the Chatbot. We may also use this information to train deep learning models to improve the accuracy and functionality of the Chatbot.

c. User Generated Content–By using the Chatbot, you represent and warrant that any content that you send through the Chatbot is owned by you, or that you have obtained all necessary rights and permissions to use such content. You also agree to grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use, reproduce, modify, distribute, and display any content that you send through the Chatbot.

d. Privacy–We take your privacy seriously and will use any personal information that we collect in accordance with our Privacy Policy. By using the Chatbot, you acknowledge that we may collect and store personal information such as your name, phone number, and message history, and that we may use this information to improve the functionality and accuracy of the Chatbot.

e. Limitation of Liability–To the extent permitted by law, we will not be liable for any damages arising from your use of the Chatbot, including but not limited to direct, indirect, incidental, punitive, and consequential damages. We make no representations or warranties regarding the accuracy or completeness of any information provided through the Chatbot.

f. Indemnification–You agree to indemnify and hold us harmless from any claims, damages, or expenses arising from your use of the Chatbot, including but not limited to claims of copyright or trademark infringement, defamation, and invasion of privacy.

g. Modifications to the Agreement–We reserve the right to modify this Agreement at any time, and your continued use of the Chatbot following any such modification will constitute your acceptance of the modified Agreement.

2. LIMITED LICENSE TO ACCESS AND LIMITED LICENSE TO THE USER CONTENT

a. License to the User Content– Magpai may train deep learning models on User content. User grants to Magpai a worldwide, non-exclusive, transferable,  royalty-free license during the term to, and hereby instructs Magpai, to use, transfer, copy,  reproduce, distribute, publicly perform, publicly display, digitally perform, modify, directly or  through third parties, create derivative works of User Content and otherwise use and  commercially exploit any User Content in any media formats (i) to the extent necessary to  provide User with access to and use of the Services in accordance with the Terms of this  Agreement, (ii) to comply with law, (iii) to detect, prevent and investigate security incidents,  fraud, spam or unlawful use of the Services, (iv) to address technical problems, address support  requests, and attend to the proper working of the Services, (v) to protect the rights, property or  safety of Magpai, its customers, and/or the public, and (vi) subject to the  Data Processing Addendum, described in Section 9.b below, for any other lawful purpose,  including without limitation, for the purposes set forth in Section 2.b hereof. Such license will  apply to any form, media or technology now known or hereafter developed.

b. Open Source Software. The Services may include certain open source components owned by a  third party that are subject to open source licenses (“Open Source Software”). Some of the Open Source Software is not subject to the terms and conditions of these Terms. Instead, each  item of such Open Source Software is licensed under the applicable license terms which  accompany such Open Source Software. Nothing in these Terms limits your rights under, nor  grants you rights that supersede, the terms and conditions of any applicable license terms for the  Open Source Software.

3. LIMITATIONS OF USE

You agree to use the Chatbot in accordance with applicable laws and regulations and this Agreement. You acknowledge and agree that you may not:

a. Use the Chatbot for any illegal or unauthorized purpose, including but not limited to infringing on any intellectual property rights, transmitting any viruses or malicious code, or engaging in any fraudulent or deceptive conduct

b. Use the Chatbot in any manner that could interfere with, disrupt, or negatively impact the operation of the Chatbot or the servers or networks connected to the Chatbot

c. Attempt to gain unauthorized access to any portion or feature of the Chatbot, or any other systems or networks connected to the Chatbot, through hacking, password mining, or any other means

d. Use the Chatbot to harass, threaten, or intimidate any other users or individuals, or to post or transmit any content that is obscene, offensive, or defamatory;

e. Use the Chatbot to promote or engage in any commercial activity, including but not limited to advertising, marketing, or solicitation, without our prior written consent;

f. Reverse engineer, decompile, or disassemble any aspect of the Chatbot, or attempt to derive the source code or underlying algorithms of the Chatbot;

g. Use the Chatbot in any manner that could damage, disable, overburden, or impair the Chatbot or any other party's use or enjoyment of the Chatbot;

h. Use any automated means to access or interact with the Chatbot, including but not limited to bots, scripts, or spiders, without our prior written consent;

i. Impersonate any person or entity, or falsely state or misrepresent your affiliation with any person or entity, or forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Chatbot;

j. Use the Chatbot in a manner that violates the rights of any third party, including but not limited to their privacy rights or intellectual property rights.

4. SUSPENSION OF SERVICE

a. Magpai may suspend User’s access to the Services if User breaches Section 4 (Limitations on  Use) or Section 5 (User Obligations), if User’s account is 30 days or more overdue or if User’s  actions risk harm to other Users or the security, availability or integrity of the Services. Where  practicable, Magpai will use reasonable efforts to provide User with prior notice of the  suspension. Once User resolves the issue requiring suspension, Magpai will promptly restore  User’s access to the Service in accordance with this Agreement. Magpai reserves the right, but is  not obligated, to monitor and audit User’s use of the Services for any reason or no reason,  without notice, to ensure User’s compliance with this Agreement.

5. REPRESENTATIONS AND WARRANTIES

a. In addition to representations and warranties made elsewhere in this Agreement, User  represents and warrants to Magpai that: (i) it has, and will have at all times, all right, title and  interest necessary to grant to Magpai any and all licenses granted by User or  other third parties hereunder for the purposes contemplated by this Agreement, including any third-party site for the use of the User Content, (ii) has all necessary rights, permits and licenses under all Laws, rules and regulations to operate the domains listed  on the Magpai Order and to promote, offer for sale, and sell all products or services offered or sold  in connection with such domains, (iii) any and all User Content complies, and will comply at all  times during the term of this Agreement, with all Laws, rules and regulations, and this  Agreement and does not and will not during the term of this Agreement infringe the rights of any  third party, including any intellectual property rights; and (iv) User shall comply with all Laws,  including without limitation, TCPA, CAN-SPAM Act and the Digital Millennium Copyright Act.

b. Magpai represents and warrants that: (i) it has, and will have at all times, all right, title and interest  necessary to grant any and all licenses granted by Magpai hereunder for the purposes  contemplated by the Agreement; (ii) it has, to its knowledge, all necessary rights, permits and  licenses under all Laws, rules and regulations to operate the Platform in the manner in which it is  meant to be operated at any applicable time; and (iii) the Platform (except as related to User  Content, which shall be the responsibility of User), shall, to Magpai’s knowledge, not infringe on  the rights, including without limitation, intellectual property rights, of any third party.

6. PRIVACY AND DATA PROTECTION

a. User instructs Magpai to use account registration information and other Personal Information of  Permitted Users collected in connection with their use of the Services as described in Magpai’s  Privacy Policy, as updated from time to time (currently available https://www.magp.ai/privacy-policy/). User is responsible for any use of the Services by its  Permitted Users and their compliance with this Agreement. User shall keep confidential its and  its Permitted Users’ user IDs and passwords for the Services and shall be responsible for any  actions taken through their respective accounts.

7. DISCLAIMERS

a. EXCEPT AS EXPRESSLY PROVIDED HEREIN: (I) THE PLATFORM, INCLUDING WITHOUT LIMITATION  ANY AND ALL MAGPAI MATERIALS, THE SERVICES (INCLUDING WITHOUT LIMITATION  INSTALLATION, INTEGRATION AND IMPLEMENTATION SERVICES), AND THE PRODUCTS ARE  PROVIDED BY MAGPAI “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESSED OR  IMPLIED; (II) TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, MAGPAI  DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,  IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A  PARTICULAR PURPOSE; (III) MAGPAI DOES NOT WARRANT THAT THE MAGPAI MATERIALS, THE  SERVICES OR CONTENT AVAILABLE THROUGH THE PLATFORM WILL BE UNINTERRUPTED OR  ERROR-FREE, OR THAT THE PLATFORM OR THE SERVER(S) THAT MAKE THE PLATFORM  AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; AND (IV) MAGPAI DOES  NOT WARRANT OR MAKE ANY REPRESENTATIONS THAT USER’S USE OF THE SERVICES WILL  COMPLY WITH LAWS OR OTHERWISE RELATING TO THE USE OR THE RESULTS OF THE USE OF THE  SERVICES, THE MAGPAI MATERIALS OR OTHER CONTENT MADE AVAILABLE IN TERMS OF THEIR  CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. USER IS RESPONSIBLE FOR  EVALUATING THE CAPABILITIES AND FEATURES OF THE SERVICES AND MAKING ITS OWN  DETERMINATION ABOUT WHETHER USER IS ABLE TO USE THE SERVICES IN COMPLIANCE WITH  LAWS. USER IS RESPONSIBLE FOR TAKING ALL PRECAUTIONS IT BELIEVES NECESSARY OR  ADVISABLE TO PROTECT IT AGAINST ANY CLAIM, DAMAGE, LOSS OR HAZARD THAT MAY ARISE BY  VIRTUE OF ITS USE OF OR RELIANCE UPON THE PLATFORM, MAGPAI’S WEBSITE, OR THE SERVICES.  MAGPAI ADDITIONALLY DISCLAIMS ALL WARRANTIES RELATED TO THIRD-PARTY TELECOMMUNICATIONS PROVIDERS. THE SERVICES SHOULD NOT BE USED FOR EMERGENCY  COMMUNICATIONS AND MAGPAI WILL HAVE NO LIABILITY ARISING FROM SUCH USE.

b. USER ACKNOWLEDGES, THAT EMAIL AND TEXT/SMS/MMS MESSAGES ARE INSECURE MEDIUMS  THAT ARE GENERALLY NOT ENCRYPTED IN TRANSIT AND SECURITY OF INFORMATION  TRANSMITTED THROUGH THE INTERNET CAN NEVER BE GUARANTEED AND, ACCORDINGLY,  MAGPAI IS NOT RESPONSIBLE FOR ANY INTERCEPTION OR INTERRUPTION OF ANY COMMUNICATIONS THROUGH THE INTERNET OR FOR CHANGES TO OR LOSS OF USER  CONTENT IN CONNECTION WITH THE SERVICES.

c. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES.  ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY WHERE SUCH LIMITATIONS  ARE INAPPLICABLE.

8. LIMITATION OF LIABILITY

a. TO THE MAXIMUM PERMITTED UNDER LAW, UNDER NO CIRCUMSTANCES WHATSOEVER WILL  MAGPAI NOR ITS RESPECTIVE AFFILIATES OR PARTNERS NOR ANY OF ITS OR THEIR RESPECTIVE  OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS, SUBCONTRACTORS OR SUPPLIERS BE RESPONSIBLE OR LIABLE, UNDER ANY LEGAL THEORY, WHETHER BASED IN  CONTRACT, TORT OR OTHERWISE, FOR ANY COMPENSATORY, DIRECT OR INDIRECT, INCIDENTAL,  OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOST PROFITS AND LOST  BUSINESS OPPORTUNITIES, BUSINESS INTERRUPTION, REVENUE, INCOME, GOODWILL, USE,  DATA OR OTHER INTANGIBLE LOSSES OR SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES THAT  RESULT FROM OR RELATE IN ANY MANNER WHATSOEVER TO THIS AGREEMENT OR THE  MATTERS CONTEMPLATED HEREIN, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  NOTWITHSTANDING ANYTHING TO THE CONTRARY, IN THE EVENT THAT MAGPAI IS FOUND LIABLE  OR RESPONSIBLE TO YOU FOR ANY CLAIM, LOSS, DAMAGE OR EXPENSE IN CONNECTION WITH  THESE TERMS AND/OR THE MATTERS CONTEMPLATED HEREIN, MAGPAI’S AGGREGATE LIABILITY  TO YOU SHALL BE LIMITED TO $100.00.

b. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR  INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS  MAY NOT APPLY WHERE SUCH LIMITATIONS ARE INAPPLICABLE.

c. YOU RECOGNIZE AND AGREE THAT THE WARRANTY DISCLAIMERS AND LIABILITY AND REMEDY  LIMITATIONS IN THESE TERMS ARE A MATERIAL, BARGAINED-FOR BASIS OF THESE TERMS AND  THAT THEY HAVE BEEN TAKEN INTO ACCOUNT AND REFLECTED IN THE DECISION BY MAGPAI TO  OFFER TO YOU AND BY YOU TO USE THE SERVICES AND THE PLATFORM.

9. INDEMNIFICATION

a. Indemnification by Magpai– Magpai will defend User, its officers, directors, employees and  affiliates (“User Indemnified Parties”) from and against any third-party claim made against a  User Indemnified Party to the extent alleging that the Platform or the Services, when used by  User as authorized in this Agreement, infringes such third-party’s U.S. patent, copyright,  trademark or trade secret, and will indemnify and hold harmless User Indemnified Parties  against any damages or costs awarded against User (including reasonable attorneys’ fees) or  agreed in settlement by Magpai resulting from the claim.

b. Indemnification by User– User will defend Magpai, its officers, directors, employees, and  affiliates (“Magpai Indemnified Parties”) from and against any third-party claim, demand, suit, or  proceeding made or brought against a Magpai Indemnified Party to the extent resulting from  User Content, or User’s breach or alleged breach of Section 5 (User’s Obligations), User’s use  of the Services or any activities other than in accordance with these Terms; and will indemnify  and hold harmless Magpai Indemnified Parties against any damages or costs awarded against  Magpai Indemnified Parties (including reasonable attorneys’ fees) or agreed in settlement by  User resulting from the claim.

c. Procedures– The indemnifying party’s obligations in this Section 12 are subject to receiving (i)  prompt written notice of the claim, (ii) the exclusive right to control and direct the investigation,  defense and settlement of the claim and (iii) all reasonably necessary cooperation of the  indemnified party, at the indemnifying party’s expense for reasonable out-of-pocket costs. The  indemnifying party may not settle any claim without the indemnified party’s prior written  consent if settlement would require the indemnified party to admit fault or take or refrain from  taking any action (other than relating to use of the Service, when Magpai is the indemnifying  party). The indemnified party may participate in a claim with its own counsel at its own expense.

d. Mitigation and Exceptions– In response to an actual or potential infringement claim, if required  by settlement or injunction or as Magpai determines necessary to avoid material liability, Magpai  may at its option: (i) procure rights for User’s continued use of the Platform or the Services, (ii)  replace or modify the allegedly infringing portion of the Platform or the Services to avoid  infringement without reducing the Platform’s or the Services’ overall functionality or (iii)  terminate the affected Order and refund to User any pre-paid, unused fees for the terminated  portion of the subscription Term. Magpai’s obligations in this Section 12 do not apply (1) to infringement resulting from User’s modification of the Platform or the Services or use of the  Platform in combination with items not provided by Magpai (including third-party platforms), (2)  to infringement resulting from Services other than the most recent release, (3) to unauthorized  use of the Platform or the Services, or (4) if User settles or makes any admissions about a claim  without Magpai’s prior written consent. This Section 12 sets out User’s exclusive remedy and  Magpai’s entire liability regarding infringement of third-party intellectual property rights.

10. THIRD-PARTY PLATFORMS AND CONTENT

a. User may choose to use the Services with certain platform(s), publisher(s), add-on, website(s),  service or product not provided by Magpai that User elects to integrate or enable for use with the  Services (“Third-Party Platforms“). Third-Party Platforms are not responsible for the Services or  the obligations between Magpai and User pursuant to these Terms. Use of Third-Party Platforms  is subject to User’s agreement with the relevant provider and not this Agreement, except where  expressly agreed by a Third-Party Platform, Third-Party Platform cannot provide assistance with  the installation or use of the Services. Magpai does not control and has no liability for Third-Party  Platforms, including their security, functionality, operation, availability or interoperability or how  the Third-Party Platforms or their providers use any and all data (without limitation). If User enables a Third-Party Platform to integrate or otherwise operate in  connection with the Services, User authorizes Magpai to (i) access and exchange User Content  and data (including personally identifiable information) with the Third-Party Platform  on User’s behalf and (ii) if required by the applicable Third-Party Platform, retain User Content  and/or data for such time period and otherwise in accordance with the terms of the  applicable Third-Party Platform, subject in each case to Magpai’s obligations under the Data  Processing Addendum.

b. If User is redirected to linked sites and content in connection with User’s use of any Third-Party  Platform, Magpai recommends User carefully read and abide by the terms of use and privacy  policies of such sites and content. Any opinions, advice, statements, content, services, offers or  other information expressed or made available by any Third-Party Platform, are those of the  respective third-party author(s) or distributor(s) and do not necessarily state or reflect those of  Magpai.

11. NOTICES, GOVERNING LAW AND JURISDICTION

a. If you reside in the U.S. or your business is located in the U.S., this Agreement is to be construed in accordance with and governed by the laws of the State of California, United States, without giving effect to its provisions regarding conflict of laws. Each party hereby irrevocably consents  to tbe subject to the exclusive jurisdiction and venue of the courts located in Los Angeles County,  California, and each Party hereby irrevocably submits to the personal jurisdiction of such courts  and waives any jurisdictional, venue, or inconvenient forum objections to such venue and courts.

b. If you reside outside of the U.S. or your business is located outside of U.S., this Agreement is to be construed in accordance with and governed by the laws of England and Wales, without giving effect to its provisions regarding conflict of laws. Each party hereby irrevocably consents to the  subject to the exclusive jurisdiction and venue of the courts located in London, England, and each  Party hereby irrevocably submits to the personal jurisdiction of such courts and waives any  jurisdictional, venue, or inconvenient forum objections to such venue and courts.

c. All notices are to be sent in writing by email to Magpai at: hello@magp.ai, to User at the address provided on the Order. Any such notices shall be deemed to have been given upon delivery.

12. PUBLICITY

a. Reference. User agrees to serve as reference customer for prospective customers, investors, media or analysts of Magpai and make appropriate representatives available via telephone for such purposes.

b. Case Study. User agrees to assign an appropriate representative to create a mutually agreed upon written customer case study and/or video testimonial that may be published and used as Magpai marketing collateral.

c. Press Release. Upon request, User agrees to participate in a joint and mutually agreed upon press release.

13. GENERAL

a. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed  only to the extent necessary to make it enforceable and if such provision is determined to be  invalid or unenforceable nonetheless, the provision shall be deemed to be severable from the  remainder of the Agreement and shall not cause the invalidity or unenforceability of the  remainder of the Agreement.

b. User acknowledges and agrees that Magpai has the right, at any time and for any reason, to  redesign or modify the Magpai Materials and other elements of the Platform or any part thereof.

c. This Agreement constitutes the entire agreement between User and Magpai respect to the subject  matter herein and supersedes and replaces any prior or contemporaneous understandings and  agreements, whether written or oral, including previous non-disclosure agreements between the  parties. Magpai may update this Agreement from time to time. We will provide prior written notice  of any material updates at least thirty (30) days in advance of the effective date; provided  however, Magpai may not be able to provide at least thirty (30) days prior written notice of material  updates to this Agreement that result from changes in law, regulation, or requirements, directly or indirectly, from telecommunications providers. Except as otherwise specified by Magpai, updates  will be effective upon the effective date indicated. The updated version of this Agreement will  supersede all prior versions. Following such notice, User’s continued use of the Services and  Platform on or after the effective date of the updated Agreement constitutes User’s acceptance  of such updated Agreement . If you do not agree to the updated version of this Agreement , you  must stop using the Services and Platform immediately.

d. No failure, delay or default in performance of any obligation of a party (other than a payment  obligation) shall constitute an event of default or breach of this Agreement to the extent that  such failure to perform, delay or default arises out of a cause, existing or future, that is beyond  the control of such party, including action or inaction of governmental, civil or military authority;  fire; strike, lockout or other labor dispute; flood, terrorist act; war; riot; theft; epidemic,  pandemic or quarantine; earthquake, tornado or other natural disaster; failure or diminishment  of power or telecommunications or data networks or services; distributed denial of service  (DDoS) or other cyberattacks; or refusal of a license by a government agency. The party affected  by such cause shall take all reasonable actions to minimize the consequences of any such cause.

e. Neither party may assign this Agreement without the prior written consent of the other party,  not to be unreasonably withheld, provided that either party may assign or transfer this  Agreement, without the prior written consent of the other party, to an affiliate or in connection  with a sale or merger of all or substantially all of the assigning party’s business or assets. Any  unauthorized assignment will be void and of no force or effect.

f. Except as expressly stated herein, nothing in this Agreement shall be considered as granting any  rights to third parties. The failure of either party to enforce any rights granted hereunder or to  take action against the other party in the event of any breach hereunder shall not be deemed a  waiver by that party as to subsequent enforcement of rights or subsequent actions in the event  of future breaches.

g. All waivers must be in writing. 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.

h. Magpai may use subcontractors and permit them to exercise Magpai’s rights (including without  limitation the provision of customer support), but Magpai remains responsible for their  compliance with this Agreement and for its overall performance under this Agreement.

i. In any event of a conflict or inconsistency between the terms herein and the terms of the Order Form,  the terms of the Order Form shall prevail. Any additional or conflicting terms contained in purchase  orders issued by User with respect to the subject matter hereof are hereby expressly rejected  and shall have no force or effect on the terms of this Agreement or any Order Form.

J. EXCEPT FOR CLAIMS RELATED TO OR ARISING FROM USER’S INDEMNITY OBLIGATIONS  CONTAINED IN SECTION 12 HEREOF OR USER’S PAYMENT OBLIGATIONS HEREUNDER, USER  AND MAGPAI AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS  AGREEMENT, THE SERVICES OR THE PLATFORM MUST COMMENCE WITHIN ONE (1) YEAR AFTER  THE CAUSE OF ACTION SHOULD HAVE REASONABLY BEEN DISCOVERED. OTHERWISE, SUCH  CAUSE OF ACTION IS PERMANENTLY BARRED.