Last updated: February 13, 2026
This Master Subscription Agreement (“Agreement”) is entered into by and between Owlie, LLC, a Delaware limited liability company (“Owlie”), and the customer identified in an applicable Order Form (“Customer”). This Agreement governs Customer’s access to and use of Owlie’s identity and access management software-as-a-service offerings (the “Services”).
Please read this agreement carefully before using the Services. The Agreement constitutes a legal and enforceable contract between the Customer and Owlie. By clicking the acceptance box or otherwise indicating your acceptance of these Terms, by executing an Order Form or other contract that references these Terms, by purchasing Services or otherwise entering into an Order Form or other contract with Owlie, an Owlie reseller, or any other entity or individual for the purchase of Services or under which Services are made available to you, or by otherwise accessing and/or using the Services, whichever is earlier, Customer accepts and agrees to be bound by the terms and conditions of this Agreement.
If Customer does not agree to this Agreement, do not indicate consent electronically and make no further use of the Services.
1. DEFINITIONS
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
“Agreement” means this Master Subscription Agreement (Terms of Service) together with any exhibits and any Order Form(s).
“Authorized User” means Customer’s employees, contractors, or agents authorized to use the Services for Customer’s internal business purposes. For the avoidance of doubt, licenses associated with SaaS Products purchased as a bundle (under a single product code) cannot be separated between different Authorized Users.
“Confidential Information” means any business or technical information disclosed by one party to the other party, including Customer Data, provided that it is identified as confidential at the time of disclosure or that under the circumstances, a person exercising reasonable business judgment would understand it to be confidential or proprietary.
“Customer Data” means the data and information input or uploaded into the Services by Customer or Authorized Users.
“Documentation” means Owlie’s user guides, technical documentation, and online help materials.
“High Risk Activities” means any activity or environment requiring fail-safe performance or any other application in which the failure or malfunction of the SaaS Products could lead to death, serious personal injury, environmental harm, or significant property damage.
“Intellectual Property Rights” means patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, moral rights, know-how, and any other intellectual property rights recognized in any country or jurisdiction.
“Order Form” means an ordering document or online order specifying the Services, subscription term, fees, and usage limits.
“Platform” means Owlie’s first identity orchestration and automation cloud-based web platform.
“SaaS Products” means the software-as-a-service products specified in the Order as further described in the Documentation (including any updates and upgrades to the SaaS Products provided by Owlie in its sole discretion, and any software, systems and locally-installed software agents and connectors that interact with the SaaS Products as may be provided by Owlie in connection with the SaaS Products), provided that any free trial SaaS software, proof of concept of the SaaS Products, beta version of the SaaS Products, or any other free-of-charge software product will also be considered SaaS Products for the purposes of Section 2.11 of this Agreement.
“Services” collectively means the Platform and any support or other services performed by Owlie under this Agreement.
“Subscription Term” means the period of time during which Customer is subscribed to the SaaS Products, as specified in an Order and which shall begin upon delivery of the SaaS Products.
“Support Services” means the maintenance and support services for the Services provided by Owlie to Customer as part of an active SaaS Products subscription.
2. SERVICES
2.1 Services and Use. Owlie grants Customer and its Affiliates, during the Subscription Term, a non-exclusive, non-transferable right to access and use Services, whether on a trial or paid basis, pursuant to this Agreement and the applicable Order Form. Customer and its Authorized Users may access and use the Services during the Term (as defined above) solely for Customer’s internal business purposes in accordance with the Agreement. Owlie may update or upgrade the Services from time to time.
2.2 Service Levels. Owlie will provide the Services in accordance with the services levels described at www.owlie.com/legal/sla
2.3 Cooperation and Assistance. Customer will cooperate with Owlie in good faith and provide to Owlie the information and personnel that Owlie reasonably requests and requires to provide the Services.
2.4 Authorized Users. Customer will designate and authorize specific individuals to access and use the Services (“Authorized Users”) in accordance with the applicable Order Form and this Agreement. Authorized Users may include Customer’s employees, contractors, or agents who have been assigned a valid license or entitlement to the Services by Customer. Customer may connect its identity provider, employee directory, or other systems to the Platform to synchronize user identity information (“Directory Sync”) for the purposes of identity management, automation, and access governance. Directory Sync does not, by itself, grant any individual access to or a license for the Services. Access to the Services is granted only when Customer affirmatively assigns a license or enables access to an individual within the Platform.
Customer is solely responsible for:
(a) determining which individuals are designated as Authorized Users and ensuring that such individuals have a legitimate business need to access the Services;
(b) assigning, managing, and revoking licenses or entitlements for Authorized Users in accordance with the applicable Order Form;
(c) ensuring that Authorized Users are properly trained in the use of the Services; and
(d) maintaining the confidentiality and security of all credentials, authentication factors, tokens, and access procedures used to access the Services.
Customer is responsible for all activities conducted through Authorized User accounts and for compliance by Authorized Users with this Agreement and applicable law. Customer will promptly notify Owlie of any suspected unauthorized access, security incident, or violation of this Agreement by an Authorized User and will cooperate with Owlie in good faith to investigate and remediate such issues.
Owlie may suspend or terminate an Authorized User’s access to the Services upon notice to Customer if Owlie reasonably determines that such Authorized User has violated this Agreement or that continued access poses a security risk to the Services or Customer Data. Where legally permitted and commercially reasonable, Owlie will provide advance notice prior to such suspension and will reinstate access promptly once the issue has been resolved.
Customer acknowledges that exceeding licensed quantities, Authorized User limits, or other usage entitlements set forth in the applicable Order Form may result in additional fees or true-up charges in accordance with Section 3.2. Customer shall cooperate with Owlie to resolve any non-compliance, which may include payment for any such overages at then-current applicable rates.
2.5 Restrictions. Customer will not allow anyone other than Authorized Users to access or use the Services from Customer’s accounts. Customer will not and will ensure that its Authorized Users do not (directly or indirectly): (a) attempt to interfere with or disrupt the Services (or any related systems or networks) or use any portion of the Services; (b) copy, modify, alter, translate, create derivative works of or distribute any portion of the Services; (c) exceed the subscribed quantities, Authorized Users or other entitlement measures of the Services as set forth in the applicable Order Form; (d) rent, lease, loan or resell any portion of the Services; (e) transfer any of its rights hereunder (other than in accordance with Section 10.9); (f) remove or destroy any copyright, trademark or other proprietary marking or legends placed on or contained in the Services, Documentation or Owlie Intellectual Property; (g) reverse-engineer, disassemble or decompile any portion of the Services; (h) hack or modify a license key, or try to avoid or change any license registration process Owlie may implement; (i) attempt to gain unauthorized access to the Services or its related systems or networks, or perform penetrating testing on the Services without Owlie’s prior written approval; (j) use the Services in a manner that infringes on the Intellectual Property rights, publicity rights, or privacy rights of any third party, or to store or transfer defamatory, trade libelous or otherwise unlawful data; (k) use the Services for any High Risk Activities; (l) except as otherwise agreed by the Parties in the applicable BAA, store in or process with the Services any personal health data, or other such sensitive regulated data not required by the Documentation; or (m) access any portion of the Services in order to build a competitive product or service. Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, or any portion thereof, in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.
2.6 Customer Data. Customer is responsible for obtaining any necessary right and licenses for use of the Customer Data by Customer and Owlie as contemplated in this Agreement. Customer represents, warrants and covenants that it has the legal right and authority to access, use and disclose to Owlie any Customer Data. Customer authorizes Owlie; its Affiliates and applicable contractors the right to access, host, copy, process, transmit, use and display Customer Data as reasonably necessary for Owlie to perform and fulfill its obligations hereunder. Owlie will process customer data in accordance with this Agreement, the Data Processing Agreement found at www.owlie.com/legal/dpa (the “DPA”) and all applicable laws, rules and regulations.
2.7 Information Security. Owlie will maintain reasonable administrative, technical, and physical safeguards to protect Customer’s Confidential Information and Personal Data processed in connection with the Services. Owlie will, on an ongoing basis, ensure that its information security program and safeguards are designed, maintained, updated and adjusted, as necessary, to protect against reasonably foreseeable internal and external risks to the security, confidentiality and integrity of Customer’s Confidential Information and the Personal Data processed in connection with the Services and Owlie maintains a SOC 2 Type II report covering the Services and, upon Customer’s written request, will make a copy of such report (or a summary thereof) available to Customer, subject to confidentiality obligations.
2.8 Usage Data. Owlie may collect and analyze data and other information relating to the provision, use and performance of the Services and related systems and technologies therefrom (“Usage Data”) in order to improve and enhance the Services; including threat detection, statistical analysis, research and development, relationship management, customer support, and the monitoring, improvement and management of Owlie’s Products. Owlie may disclose insights drawn from Usage Data to third parties provided that the Usage Data included in such insights are de-identified so that such Usage Data cannot be linked in any way to Customer.
2.9 Support Services. As part of its provision of the Services, Owlie shall make available technical support to Customer. Upon notification from Owlie, Customer shall promptly; update any Agents on Customer systems that interact with the Services; and/or as applicable ensure that all Authorized Users download and install all available updates for locally installed components without undue delay. Customer acknowledges and agrees that its failure to timely install such updates may result in disruptions to or failures of the Services, security risks or suspension of Customer’s access to the Services, without any liability on the part of Owlie to Customer.
2.10 Third Party Services. Third Party Services are not required to use the Services. Customer may engage Third Party Services. Customer is solely responsible for: (a) independently testing and verifying all Third Party Services before deployment in any Customer environment; (b) ensuring that its use of such Third Party Services complies with applicable laws and this Agreement; and (c) making all third party payments related to such Third Party Services and any claims arising out of its use of the same. Owlie disclaims all liability arising from such Third Party Services, including any interface or integration with the Software. Customer remains fully responsible for any breach of this Agreement by a Third Party Service provider. Notwithstanding a Third Party Service provider being designated by Owlie as “certified,” “authorized,” “advanced”, or similar, Owlie: (i) does not control, monitor, maintain, or support any such services; (ii) disclaims all warranties, indemnities, and liabilities related to them or any integration with the Software; and (iii) makes no guarantees regarding the availability or functionality of such Third Party Services.
3. FEES AND PAYMENT
3.1 Fees. Customer will pay to Owlie the amounts specified in the applicable Order Form (the “Fees”) in accordance with the terms set forth in such applicable Order Form and this Section. Owlie reserves the right to change the Fees and to institute new charges and fees at the end of the Initial Service Term or each Renewal Term, upon sixty (60) days prior notice to Customer (which may be sent by email).
3.2 True Ups. If, at any time during an Initial Term or Renewal Term, Customer’s number of Authorized Users exceeds the quantity specified in the applicable Order Form, Company may invoice Customer for such additional Authorized Users at the per-user rate(s) set forth in the then-current Order Form. Company may invoice for such increases no more than twice during each Initial Term or Renewal Term, as applicable, and any such invoice shall be issued based on the maximum number of Authorized Users during the applicable measurement period.
Reductions in Authorized Users during a Term shall not result in any refund or credit. However, if Customer’s Authorized Users at the end of a Term are below the minimum threshold required for any volume-based pricing under the applicable Order Form, Company may adjust the per-user rate(s) for the subsequent Renewal Term to remove such volume discount.
3.3 Invoices; Payment. Owlie will invoice Customer for the Services as set forth in the Order Form and each invoice will be due and payable within thirty (30) days. All payment obligations are non-cancellable, and other than as provided in the Agreement, all amounts paid are non-refundable. Owlie will be entitled, in its sole discretion, to withhold performance and discontinue Customer’s access to the Services until all undisputed amounts past due are paid in full. With regard to any undisputed invoiced amount that is not paid when due, Owlie reserves the right to charge, and Customer agrees to pay, a late fee of one and one half percent (1 ½%) per month or the maximum rate permitted by applicable law, whichever is less, from the due date until paid, plus any attorney’s fees and collection costs.
3.4 Taxes. All Fees and other amounts stated or referred to in this Agreement are exclusive of all taxes, duties, levies, tariffs, and other governmental charges (collectively, “Taxes”). Customer will be responsible for payment of all Taxes and any related interest and/or penalties resulting from any payments made under this Agreement, other than any taxes based on Owlie’s net income.
4. INTELLECTUAL PROPERTY
4.1 Customer owns and retains all Intellectual Property Rights in: (a) the Customer Data and (b) Customer’s name, logo and other trademarks. Customer grants Owlie a limited license to process Customer Data solely to provide the Services. Nothing in this Agreement shall transfer ownership of any Intellectual Property rights from one Party to the other.
4.2 Owlie owns and retains all Intellectual Property Rights in: (a) the Services, and all improvements, enhancements or modifications made thereto by any party; (b) the Documentation (as defined above); (c) the Usage Data (excluding any Customer Data or Customer Confidential Information therein); (d) any software, applications, inventions or other technology developed by Owlie in connection with providing the Services.
4.3 Owlie may use feedback or suggestions provided by Customer without restriction or obligation.
4.6. Output. The results produced by AI/ML Features use technology that produces probabilistic outputs and includes potential for inaccurate content. All results produced by the AI/ML Features must be carefully evaluated by Customer for accuracy and suitability before use. Customer is solely responsible for decisions made using AI/ML outputs, including any access, provisioning, or deprovisioning actions.
5. CONFIDENTIALITY
5.1 Confidential Information. The Parties acknowledge that each may disclose certain valuable confidential and proprietary information to the other Party. Each party agrees to protect the other’s Confidential Information using reasonable care and not to disclose it except as permitted under this Agreement.
5.2 Use and Nondisclosure. A receiving party will not use the disclosing party’s Confidential Information except as necessary under this Agreement and will not disclose Confidential Information to any third party except: (a) to those of its employees, advisors, service providers, contractors or agents who have a business need to know such Confidential Information; provided that each such party is bound by confidentiality restrictions at least as restrictive as the terms set forth in this Agreement or (b) as further described in the Data Processing Addendum. Each receiving party will protect the disclosing party’s Confidential Information from unauthorized use and disclosure using efforts equivalent to the efforts that the receiving party uses with respect to its own confidential information and in no event less than a reasonable standard of care. The provisions of this Section will remain in effect during the Term and for a period of five (5) years after the expiration or termination thereof, except with regard to trade secrets of the disclosing party, which will be held in confidence for as long as such information remains a trade secret.
5.3 Exclusions. The obligations and restrictions set forth in Section will not apply to any information that: (a) is or becomes generally known to the public through no fault of or breach of this Agreement by the receiving party; (b) is rightfully known by the receiving party at the time of disclosure; (c) is independently developed by the receiving party without access to the disclosing party’s Confidential Information; or (d) the receiving party rightfully obtains from a third party who has the right to disclose such information without breach of any confidentiality obligation to the disclosing party.
5.4 Permitted Disclosures. The provisions of this Section will not restrict either party from disclosing the other party’s Confidential Information: (a) pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided that to the extent legally permitted, the party required to make such a disclosure gives reasonable notice to the other party to enable it to contest such order or requirement or limit the scope of such request; (b) on a confidential basis to its legal or professional financial advisors; (c) as required under applicable securities regulations.
5.5 Advertising and Publicity. Neither Party shall make or permit to be made any public announcement concerning the existence, subject matter, or terms of this Agreement or the relationship between the Parties without the prior written consent of the other Party, except as expressly permitted in this Section 5.5. Customer may, at its option, elect in writing (including via an Order Form or other written agreement) to permit Owlie and its Affiliates to use Customer’s trade names, logos, and symbols (“Customer Marks”) in Owlie’s public promotional materials and communications solely for the purpose of identifying Customer as an Owlie customer. If Customer provides such consent, Owlie shall not modify the Customer Marks or display the Customer Marks in a manner that is larger or more prominent than the names, logos, or symbols of other Owlie customers. Any such promotional materials and communications may be created, displayed, and reproduced without Customer’s prior review, provided that they comply with this Section and any Customer Marks usage guidelines provided by Customer to Owlie in writing. Customer may revoke such consent at any time upon written notice, and Owlie will promptly cease any new use of the Customer Marks thereafter.
5.6 Injunctive Relief. The receiving party acknowledges that disclosure of Confidential Information could cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure by the receiving party, the disclosing party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.
6. WARRANTY
6.1 Warranty for Services. Each party represents that it has authority to enter into this Agreement. Owlie warrants solely to Customer that (a) the Services will materially conform to the description set forth in the applicable Order Form, or in any user guides made available by Owlie as part of the Services (the “Documentation”); (b) that the Services will not contain or transmit any malware, viruses, worms or other computer code or technology specifically designed to disrupt, disable, or harm software, hardware, computer systems, or networks; and (c) the Services will materially comply with all applicable laws, including federal, state, and local; in each case under normal use and circumstances when used consistently with the terms of this Agreement and in compliance with any Documentation. As Owlie’s sole and exclusive liability and Customer’s sole and exclusive remedy for any breach of the warranties set forth in this Section, Owlie will (i) use commercially reasonable efforts to modify the Services to correct the non-conformity or (ii) if Owlie reasonably determines that it is unable to correct the non-conformance, refund to Customer a prorated portion of the Subscription Fees (as defined in the Order Form) actually paid by Customer during the then-current Initial Term (as defined in the Order Form) or Renewal Term, in which case this Agreement and Customer’s right to use the Services will be terminated.
6.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 6.1, OWLIE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, AND OWLIE HEREBY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. OWLIE DISCLAIMS ANY WARRANTY THAT THE SERVICES WILL BE ERROR FREE OR UNINTERRUPTED OR THAT ALL ERRORS WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM OWLIE OR ELSEWHERE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. OWLIE WILL HAVE NO LIABILITY FOR ANY CLAIMS, LOSSES, OR DAMAGES CAUSED BY ERRORS OR OMISSIONS IN ANY CUSTOMER DATA OR OTHER INFORMATION PROVIDED TO OWLIE BY CUSTOMER IN CONNECTION WITH THE SERVICES OR ANY ACTIONS TAKEN BY OWLIE AT CUSTOMER’S DIRECTION
7. TERM AND TERMINATION
7.1 Term. Unless terminated earlier in accordance herewith, this Agreement will commence on the Effective Date and will continue for so long as there is an Order Form in effect (the “Term”).
7.2 Termination for Cause. Either Party may terminate this Agreement immediately upon notice to the other Party if the other Party: (a) materially breaches this Agreement and fails to remedy such breach within thirty (30) days after receiving written notice of the breach from the other Party; or (b) commences bankruptcy or dissolution proceedings, has a receiver appointed for a substantial part of its assets or ceases to operate in the ordinary course of business.
If Customer terminates this Agreement in accordance with this Section 7.2, Owlie will promptly refund to Customer a prorated portion of the Subscription Fees actually paid by Customer during the then-current Initial Term or Renewal Term.
Owlie reserves the right to suspend Customer’s access to the applicable SaaS Products upon thirty (30) days’ written notice to Customer if: (a) an invoice is more than thirty (30) days past due; or (b) a material breach of this Agreement fails to be cured within thirty (30) days. Owlie will promptly reinstate Customer’s access and use of the Services once the issue has been resolved.
7.3 Rights and Obligations Upon Expiration or Termination. Upon expiration or termination of this Agreement, Customer’s and Authorized Users’ right to access and use the Services will immediately terminate and each will immediately cease all use of the Services.
7.4 Data Access and Return. Upon expiration or termination of this Agreement or the applicable Order Form for any reason, Customer will have a period of thirty (30) days (the “Data Retrieval Period”) to request access to, and to export, Customer Data from the Services using Owlie’s standard data export functionality, as described in the Documentation. Upon Customer’s written request made within the Data Retrieval Period, Owlie will make Customer Data available for export in a commercially reasonable format. Any professional services or assistance beyond standard self-service export functionality may be provided at Owlie’s then-current rates.
7.6 Data Deletion. Following the expiration of the Data Retrieval Period, Owlie will, within a commercially reasonable time and in accordance with its data retention and deletion policies, delete or render inaccessible all Customer Data remaining in the Services, except to the extent; (a) retention is required by applicable law, regulation, or legal process; (b) Customer Data is stored in backup or archival systems and cannot reasonably be deleted immediately, in which case such Customer Data will be securely isolated, protected, and deleted in accordance with Owlie’s normal backup retention cycles; or (c) retention is necessary to resolve disputes, enforce Owlie’s rights, or comply with audit or security obligations.
7.7 No Post-Termination Access. Following expiration or termination of this Agreement and the conclusion of the Data Retrieval Period, Customer will have no further access to the Services or Customer Data, and Owlie will have no obligation to maintain or provide Customer Data, except as expressly provided in this Section 7.4.
7.8 Survival. Upon termination or expiration of the Agreement or an Order, (a) any accrued rights and obligations will survive; (b) all outstanding fees and other charges under the Agreement or Order (as applicable) will become immediately due and payable, and (c) Customer will have no further right to access or use the applicable SaaS Products or Services.
8. INDEMNIFICATION
8.1 Indemnification by Owlie. Owlie will defend Customer, and its officers, directors, and employees (collectively, “Customer Indemnitees”), from and against any third-party claim, demand, action, or proceeding (“Claim”) alleging that; (a) the Services, as provided by Owlie and used by Customer in accordance with this Agreement and the Documentation, infringe or misappropriate any valid U.S. patent, copyright, or trademark, or trade secret of such third party (an “IP Claim”); or (b) Owlie’s breach of its obligations under Section 5 (Confidentiality) or the DPA resulted in the unauthorized disclosure, use, or access to Customer Data, and Owlie will indemnify the Customer Indemnitees against any damages finally awarded by a court of competent jurisdiction or amounts paid in settlement of such Claim that are approved by Owlie.
8.2 Injunctions. If Customer’s use of the Services is, or in Owlie’s opinion is likely to be, enjoined due to the type of Claim specified in Section 8.1(i), then Owlie may at its sole option and expense: (a) replace or modify the Services to make them non-infringing and of equivalent functionality; (b) procure for Customer the right to continue using the Services in accordance herewith; or (c) if Owlie is unable to accomplish either (a) or (b) despite using its commercially reasonable efforts, terminate this Agreement and refund to Customer a pro-rata portion of the Subscription Fees paid for the then-current Initial Term or Renewal Term.
8.3 Indemnification by Customer. Customer will defend Owlie, and its officers, directors, and employees (collectively, “Owlie Indemnitees”), from and against any Claim arising out of or relating to; (a) Customer Data, including any allegation that Customer Data infringes, misappropriates, or violates any intellectual property, privacy, or other rights of a third party; (b) Customer’s or any Authorized User’s use of the Services in violation of this Agreement, the Documentation, or applicable law; or (c) any decisions, actions, or omissions taken by Customer or its Authorized Users based on outputs, recommendations, or results generated by the Services or any AI/ML Features, and Customer will indemnify the Owlie Indemnitees against any damages finally awarded or settlement amounts approved by Customer.
8.4 Exclusions. Owlie will have no obligation under Section 8.1 to the extent a Claim arises from; (a) modifications to the Services not made by or on behalf of Owlie; (b) combination or use of the Services with software, systems, data, or services (including without limitation Customer Data) not provided or authorized by Owlie, where the Claim would not have arisen but for such combination or use; (c) Customer’s or an Authorized User’s use of any portion of the Services in violation of this Agreement or the Documentation.
8.5 Process for Indemnity. The party seeking indemnification under this Section 8 (the “Indemnified Party”) will (a) provide the other party (the “Indemnifying Party”) with prompt written notice of any Claim; (b) provide reasonable cooperation to the Indemnifying Party, at the Indemnifying Party’s expense, in the defense and settlement of such Claim; and (c) grant the Indemnifying Party sole control of the defense and settlement of the Claim, provided that no settlement may impose any admission of liability, obligation, or restriction on the Indemnified Party without its prior written consent, which shall not be unreasonably withheld.
8.6 Sole Remedy. THE FOREGOING STATES OWLIE’S AND ITS LICENSORS’ SOLE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY ALLEGED OR ACTUAL INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS BY THE SERVICES.
9. LIMITATION OF LIABILITY
NEITHER CUSTOMER NOR OWLIE, NOR THEIR RESPECTIVE AFFILIATES AND SUPPLIERS, WILL BE LIABLE UNDER THIS AGREEMENT FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; OR LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE, EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE, AND REGARDLESS OF THE TYPE OF ACTION OR THEORY OF LIABILITY. EXCEPT WITH RESPECT TO A PARTY’S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, A BREACH OF THE DPA BY OWLIE, OR A BREACH OF SECTION 5 BY OWLIE THAT RESULTS IN THE UNAUTHORIZED DISCLOSURE, USE OF OR ACCESS TO CUSTOMER DATA (ALL OF THE FOREGOING BEING REFERRED TO AS THE “EXCLUSIONS”), NEITHER PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL EXCEED THE AMOUNT PAID BY CUSTOMER TO OWLIE DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY (THE “LIABILITY CAP”). NOTWITHSTANDING THE FOREGOING, EACH PARTY’S LIABILITY FOR THE EXCLUSIONS SHALL NOT EXCEED THE GREATER OF THREE TIMES (3X) THE LIABILITY CAP OR $50,000; PROVIDED, HOWEVER, THAT OWLIE’S LIABILITY UNDER PART (I) OF SECTION 8.1 SHALL NOT BE SUBJECT TO SUCH LIMITATION AND SHALL BE UNCAPPED.
10. GENERAL
10.1 Insurance. Owlie will maintain the following insurance coverage: (a) Commercial General Liability Insurance with a minimum of $1,000,000 per claim and $2,000,000 in the aggregate; (b) Technology & Cyber Liability Insurance with a minimum of $2,000,000 per claim and in the aggregate; and (c) workers’ compensation insurance as required by state or local law in the states where Owlie has employees. At Customer’s request, Owlie will provide evidence to Customer of insurance coverage.
10.2 Governing Law. This Agreement will be governed by the laws of the State of Delaware, without regard to its conflict of law provisions. Any legal action or proceeding relating to this Agreement will be brought exclusively in the state or federal courts located in the state of Delaware. Owlie and Customer agree to submit to the jurisdiction of, and agree that venue is proper in those courts in any such legal action or proceeding.
10.3 Order of Preference. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (a) the applicable Order Form, (b) the DPA (with respect to its specific subject matter); and (c) this Agreement (d) any exhibit to this Master Subscription Agreement (Terms of Service).
10.4 Waiver. The waiver by either party of any default or breach of this Agreement will not constitute a waiver of any other or subsequent default or breach. No waiver of any provision of this Agreement will be effective unless it is in writing and signed by the party granting the waiver.
10.5 Notices. Notices will be sent to the addresses set forth on the signature page hereto (or such other address that is provided in accordance with this Section). The notices will be deemed to have been given upon: (a) the date actually delivered in person; (b) the day after the date sent by overnight courier; (c) three (3) days following the date such notice was mailed by first class mail; or (d) the date sent by email.
10.6 Severability. In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and effect.
10.7 Force Majeure. Neither party will be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money owed) on account of events beyond the reasonable control of such party, which may include without limitation denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, pandemics, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, rolling blackouts, and internet connectivity disruptions.
10.8 Relationship Between the Parties. Nothing in this Agreement will be construed to create a partnership, joint venture or agency relationship between the parties.
10.9 Assignment. Except to an Affiliate or as part of a reorganization, or to a purchaser of its business entity, equity, or substantially all of its assets or business to which its rights and obligations under this Agreement relate, neither party may assign its rights or obligations under this Agreement without the other party’s prior written consent. Any other attempt by either party to transfer its rights or obligations under this Agreement will be void.
10.10 Entire Agreement. This Agreement (including any exhibits hereto) constitutes the complete and exclusive agreement between the parties concerning its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, concerning the subject matter of this Agreement. Purchase orders are for the sole purpose of defining quantity and pricing and all other purchase order terms are rejected.
10.11 Amendment. This Agreement may not be modified or amended except in a writing signed by a duly authorized representative of each party.
10.12 No Third-Party Beneficiaries. This Agreement is intended for the sole and exclusive benefit of the parties and is not intended to benefit any third party. Only the parties to this Agreement may enforce it.
11. Contact Information
Owlie, LLC Email: legal@owlie.com