Master Subscription Agreement

Last updated on August 26, 2025

This Master Subscription Agreement (“Agreement”) is between Cooper Square Technologies Inc. (dba Profound) (“Profound”) and the entity identified as “Customer” in the order form signed by Profound and Customer, the checkout page on Profound’s website, or the order confirmation email from Profound, in each case referencing this Agreement (the “Order”). Profound and Customer are each a “Party” and, collectively, the “Parties.” Capitalized terms used but not defined in this Agreement will have the meanings set forth in the Order. The Parties hereto agree as follows:

1. Overview.

Subject to the terms and conditions of this Agreement, Profound will make available to Customer Profound’s software-as-a-service platform available at https://www.tryprofound.com, which provides services related to the analysis of certain third-party artificial intelligence platforms’ (“AI Platforms”) treatment of specified products, services, and brand assets, which may include prompt analytics, integration and analytics with web logging platforms, and generation of content for consumption by large language models, all as identified in the applicable Order (each individually a “Service” and, collectively, the “Services”). Use of the Services may be subject to certain limitations, such as limits on the volume and type of prompts or other data that may be submitted to the Services by Customer (“Inputs”) or the number of responses that will be provided by the Services, as further described in the applicable Order.

2. Services.

2.1. Ordering Process; Agreement.

Subscriptions to Services are purchased pursuant to one or more Orders. Each Order will identify the Services to which Customer is subscribing and, as applicable, the number of queries permitted, limitations around the structure or scope of data to be returned in response to queries, and the time period for which such Order applies.

2.2. Access Grant.

During the Term, subject to Customer’s compliance with the terms of this Agreement, Customer may access and use the Services only for Customer’s internal business purposes in accordance with the Documentation, this Agreement, and any limitations set forth in the applicable Order.

2.3. Users.

“User” means an employee or contractor of Customer that Customer allows to use the applicable Profound Technology on Customer’s behalf, using the mechanisms designated by Profound (“Log-in Credentials”). Profound shall not permit the total number of Users who have accessed or used the Profound Technology during the Term to exceed the maximum User quantity specified in the applicable Order. Customer will not make available the Profound Technology to any person or entity other than Users. Each User must keep its Log-in Credentials confidential and not share them with anyone else. Customer is responsible for its Users’ compliance with this Agreement and all actions taken through their Log-in Credentials (excluding misuse of the Log-in Credentials caused by Profound’s breach of this Agreement). Customer will promptly notify Profound if it becomes aware of any compromise of any Log-in Credentials. Profound may collect, access, use, disclose, transfer, transmit, store, host, or otherwise process (“Process”) Log-in Credentials in connection with Profound’s provision of the Services or for Profound’s internal business purposes.

2.4. Restrictions.

Customer will not (and will not permit anyone else to), directly or indirectly, do any of the following: (a) provide access to, distribute, sell, or sublicense the Services, or related content or technology provided by or on behalf of Profound (collectively, “Profound Technology”) to a third party (other than Users); (b) use the Profound Technology to develop a similar or competing product or service or to provide products or services to a third party; (c) reverse engineer, decompile, disassemble, or seek to access the source code or non-public APIs to the Profound Technology, except to the extent such a restriction is not permitted under applicable Law (and then only with prior notice to Profound); (d) modify or create derivative works of the Profound Technology or copy any element of the Profound Technology; (e) remove or obscure any proprietary notices in the Profound Technology; (f) publish benchmarks or performance information about the Profound Technology; (g) interfere with the operation of the Profound Technology, circumvent any access restrictions, or conduct any security or vulnerability test of the Profound Technology; (h) transmit any viruses or other harmful materials to the Profound Technology; (i) use the Profound Technology to take any action that risks harm to others; (j) intentionally harm the security, availability, or integrity of the Profound Technology; or (k) access or use the Profound Technology in a manner that violates any applicable relevant local, state, federal or international laws, regulations and conventions, including those related to data privacy or data transfer, international communications, or export of data (“Law”).

3. Data and Artificial Intelligence.

3.1. Retention of Rights.

Except for the limited licenses granted in this Agreement, (a) nothing in this Agreement will be understood to grant Profound any rights in or to Customer Data (defined below) and (b) nothing in this Agreement will be understood to grant Customer any rights in or to Profound Technology.

3.2. Use of Customer Data.

Customer hereby grants Profound a non-exclusive, worldwide, royalty-free, fully paid-up, non-sublicensable (except to contractors and service providers), non-transferable (except as set forth in Section 17.1) right to use, copy, store, disclose, transmit, transfer, publicly display, modify, create derivative works from, and Process any materials that Customer (including its Users) inputs or makes available to Profound, including any Inputs or other queries submitted through the Services (collectively, “Customer Data”) solely as necessary: (a) to perform its obligations set forth in this Agreement; (b) to derive or generate Telemetry; or (c) to comply with applicable Laws. For the avoidance of doubt, Profound does not train the artificial intelligence or machine learning models used in the Services, nor does it authorize any AI Platform to train its applicable artificial intelligence or machine learning models, on any Customer Data.

3.3. Output.

Profound and its service providers collect and receive data by Processing Customer Data in connection with the Services. This data generation and collection process may be conducted, in whole or in part, using technologies that use or rely upon artificial intelligence, machine learning techniques, and other similar technology and features, including AI Platforms. In response to Customer’s (including its Users’) Inputs or other queries submitted through the Services, Profound may make available to Customer through the Services certain of these data, as well as reports, information, content, and other materials (collectively, “Output”). Customer acknowledges and agrees that Output may be comprised of proprietary and third-party data, information, and content, and Customer may use the Output solely in accordance with the terms and conditions of this Agreement and applicable Laws.

3.4. Telemetry.

“Telemetry” means information, technical logs, data, metrics, and learnings generated from or related to Customer’s and Users’ use of the Services, such as feature usage, click-throughs, and dwell times, which information does not identify Users, Customer, or any natural human persons as the source thereof. Profound may use and exploit Telemetry without restriction.

4. Customer Obligations.

Customer is responsible for its Customer Data, including its content and accuracy, and will comply with applicable Laws when using the Services, including those that apply to Customer Data. Customer represents and warrants that it has made all disclosures, provided all notices, and has obtained all rights, consents, and permissions necessary for Profound to Process Customer Data and exercise the rights granted to it in this Agreement without violating or infringing Laws, third-party rights, or terms or policies that apply to the Customer Data.

5. Suspension of Service.

Profound may immediately suspend Customer’s access to any or all of the Profound Technology if: (a) Customer breaches Section 2.4 (Restrictions) or Section 4 (Customer Obligations); (b) Customer’s account is 30 days or more overdue; (c) changes to Laws or new Laws require that Profound suspend the Profound Technology or otherwise may impose additional liability on the part of Profound; or (d) Customer’s actions risk harm to any of Profound’s other customers or the security, availability, or integrity of any of the Profound Technology. Where practicable, Profound will use reasonable efforts to provide Customer with prior notice of the suspension (email sufficing).

6. Third-Party Platforms.

The Services may support integration with third-party platforms, add-ons, services, or products not provided by Profound (“Third-Party Platforms”). Use of any Third-Party Platforms integrated with or made available through the Services is subject to Customer’s agreement with the relevant provider and not this Agreement. Profound does not control and has no liability for Third-Party Platforms, including their security, functionality, operation, availability, or interoperability with the Profound Technology or how the Third-Party Platforms or their providers use Customer Data. By enabling a Third-Party Platform to interact with the Profound Technology, Customer authorizes Profound to access and exchange Customer Data with such Third-Party Platform on Customer’s behalf. To the extent an integration with a Third-Party Platform requires that Profound use Customer’s access credentials for such Third-Party Platform, Customer: (a) agrees to provide such credentials, (b) represents and warrants that Customer has all necessary rights to provide such credentials, and (c) authorizes Profound to use such credentials on Customer’s behalf in connection with the provision of the Services.

7. Fees and Taxes.

7.1. Fees.

Customer will pay the fees for the Profound Technology set forth in each Order (“Fees”). All Fees will be paid in U.S. dollars unless otherwise provided in the Order. Fees are invoiced as described on the schedule in the Order. Unless the Order provides otherwise, all Fees are due within 30 days of the invoice date. Fees for Order Renewal Terms are at Profound’s then-current rates, regardless of any discounted pricing in a prior Order. All Fees are non-refundable except as may be set out in Section 8.2 (Product Warranty) and Section 12.4 (Mitigation).

7.2. Taxes.

Customer is responsible for any sales, use, GST, value-added, withholding, or similar taxes or levies that apply to Orders, whether domestic or foreign, other than Profound’s income tax (“Taxes”). Fees are exclusive of all Taxes.

8. Warranties and Disclaimers.

8.1. Mutual Warranties.

Each Party represents, warrants, and covenants to the other Party that:

1. it is duly organized, validly existing, and in good standing in the jurisdiction of its incorporation;

2. the execution and delivery of this Agreement by such Party and the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of such Party;

3. this Agreement constitutes a valid and binding obligation of such Party that is enforceable in accordance with its terms;

4. the entering into and performance of this Agreement by such Party does not and will not violate, conflict with, or result in a material default under any other agreement or obligation by which such Party is or may become subject or bound.

8.2. Product Warranty.

Profound warrants to Customer that, during the Term, the Services will perform materially as described in the applicable documentation made available to Customer by Profound (“Documentation”) and Profound will not materially decrease the overall functionality of the Services during the Term (the “Product Warranty”). If Profound breaches the Product Warranty and Customer makes a written warranty claim identifying in reasonable detail the nature of the breach, then Profound will use reasonable efforts to correct the breach and cause the Product Warranty to be satisfied. If Profound cannot do so within 30 days after receipt of a warranty claim that satisfies the requirements of the immediately foregoing sentence, either Party may terminate the Agreement as it relates to the non-conforming Service. Profound will then refund to Customer any pre-paid, unused Fees for the terminated portion of the Term. This Section sets forth Customer’s exclusive remedy and Profound’s entire liability for breach of the Product Warranty.

8.3. Compliance with Laws.

Profound represents and warrants to Customer that Profound’s provision of the Services will comply with all laws and regulations applicable to Profound in its delivery of the Services.

8.4. Disclaimers.

EXCEPT AS EXPRESSLY PROVIDED IN SECTIONS 8.1 (MUTUAL WARRANTIES), 8.2 (PRODUCT WARRANTIES), AND 8.3 (COMPLIANCE WITH LAWS), THE PROFOUND TECHNOLOGY, ANY SUPPORT, OR TECHNICAL SERVICES, OUTPUT, AND ALL OTHER PROFOUND SERVICES ARE PROVIDED “AS IS”. PROFOUND, ON ITS OWN BEHALF AND ON BEHALF OF ITS SUPPLIERS AND LICENSORS, MAKES NO OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT. PROFOUND DOES NOT WARRANT THAT CUSTOMER’S USE OF THE PROFOUND TECHNOLOGY WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT IT WILL MAINTAIN CUSTOMER DATA WITHOUT LOSS. PROFOUND IS NOT LIABLE FOR DELAYS, FAILURES, OR PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE PROFOUND’S CONTROL. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS, BUT ANY STATUTORILY REQUIRED WARRANTIES WILL BE LIMITED TO THE SHORTEST LEGALLY PERMITTED PERIOD. Without limiting the foregoing, Customer acknowledges and agrees that: (a) the Services and Output are not professional advice; (b) the Services may produce inaccurate or erroneous Output; (c) Customer is responsible for independently evaluating the Output and any other information Customer receives from the Services; (d) due to the nature of the Services and artificial intelligence technologies generally, Output may not be unique and other users of the Services may receive output from the Services that is similar or identical to the Output (and, notwithstanding anything to the contrary, such similar or identical output will not be understood to be Output hereunder), and (e) due to the changing nature of AI Platforms and Third-Party Platforms, Profound does not guarantee the Service will support or be compatible with specific AI Platforms and Third-Party Platforms. Notwithstanding anything to the contrary, the representations and warranties set forth in Sections 8.2 (Product Warranties) and 8.3 (Compliance with Laws) do not apply to: (i) issues caused by Customer Data; (ii) issues caused by Customer’s or Users’ misuse of or unauthorized modifications to the applicable Service; (iii) issues in or caused by AI Platforms or Third-Party Platforms or other third-party systems; (iv) use of the applicable Profound Technology other than in accordance with the Documentation; or (v) Trials and Betas (as described in Section 15) or other free or evaluation use of Profound Technology.

9. Term and Termination.

9.1. Term.

The term of this Agreement begins on the effective date set forth in the first Order between the Parties referencing this Agreement (the “Effective Date”) and continues until no Order has been in effect for a period of at least ninety (90) days, unless terminated earlier in accordance with the terms of this Agreement (the “Term”). The term of each Order will continue for the initial term specified in the applicable Order (the “Order Initial Term”) and will automatically renew for additional successive renewal terms having the length set forth on the Order (each renewal term, an “Order Renewal Term”), unless either Party gives the other party notice of non-renewal at least 30 days before the start of the next Order Renewal Term. If no Order Renewal Term is specified in the Order, then the Order will expire at the conclusion of the Order Initial Term.

9.2. Termination.

Either Party may terminate this Agreement (including all Orders) immediately upon written notice if the other Party: (a) fails to cure a material breach of this Agreement (including, where Customer is the breaching party, a failure to pay Fees) within 30 days after notice; (b) ceases operation without a successor; or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if such a proceeding is instituted against that Party and not dismissed within 60 days.

9.3. Effect of Termination.

Upon expiration or termination of this Agreement, Customer’s rights to access, and Profound’s obligations to provide, the Profound Technology will cease. Following the date of expiration or earlier termination of this Agreement, Profound will promptly return or delete Customer Data and other Customer Confidential Information, provided that Profound may retain copies of Customer Data and other Confidential Information (defined below) (a) as expressly agreed upon by the Parties, (b) as necessary to comply with applicable law, and (c) to the extent contained in standard backups, subject to this Agreement’s confidentiality provisions.

9.4. Survival.

These Sections survive expiration or termination of this Agreement: 2.4 (Restrictions), 3 (Data and Artificial Intelligence), 4 (Customer Obligations), 7 (Fees and Taxes), 8.4 (Disclaimers), 9.3 (Effect of Termination), 9.4 (Survival), 10 (Feedback), 11 (Limitations of Liability), 12 (Indemnification), 13 (Confidentiality), 14 (Required Disclosures), 15 (Trials and Betas), 16 (Publicity), and 17 (General Terms). Except where an exclusive remedy is provided in this Agreement, exercising a remedy under this Agreement, including termination, does not limit other remedies a Party may have.

10. Feedback.

To the extent Customer provides Profound with feedback (including suggestions and comments for enhancements or functionality) regarding the Profound Technology, Output (including underlying datasets), or Profound’s products, services, or other technology (“Feedback”), Profound has (a) sole discretion to determine whether and how to proceed with Feedback and (b) the full and unrestricted right to use or incorporate Feedback into any of its products, services, technology, or other materials.

11. Limitations of Liability.

11.1. Consequential Damages Waiver.

EXCEPT FOR LIABILITY ARISING FROM EXCLUDED CLAIMS (AS DEFINED BELOW) NEITHER PARTY (NOR ITS SUPPLIERS OR LICENSORS) WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOSS OF USE, LOST DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THEIR POSSIBILITY IN ADVANCE.

11.2. Liability Cap.

EXCEPT FOR LIABILITY ARISING FROM EXCLUDED CLAIMS, EACH PARTY’S (AND ITS SUPPLIERS’ AND LICENSOR’S) ENTIRE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED IN AGGREGATE THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO PROFOUND PURSUANT TO THIS AGREEMENT DURING THE 12 MONTHS PRIOR TO THE DATE ON WHICH THE APPLICABLE CLAIM GIVING RISE TO THE LIABILITY AROSE UNDER THIS AGREEMENT.

11.3. Excluded Claims.

“Excluded Claims” means: (a)  either Party’s breach of Section 13 (Confidentiality) (but excluding claims relating to Customer Data); or (b) either Party’s indemnification obligations under Section 12 (Indemnification).

11.4. Nature of Claims and Failure of Essential Purpose.

The waivers and limitations in this Section 11 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose.

12. Indemnification.

12.1. Indemnification by Profound.

Profound will defend, indemnify, and hold harmless Customer against any damages and costs awarded against Customer (including reasonable attorneys’ fees) or agreed in a settlement by Profound resulting from any third-party claim alleging that the Profound Technology, when used by Customer in accordance with this Agreement, infringes or misappropriates a third party’s U.S. patent, copyright, trademark, or trade secret.

12.2. Indemnification by Customer.

Customer will indemnify and hold harmless and, at Profound’s request will defend, Profound from and against any third-party claim, including any damages and costs awarded against Profound (including reasonable attorneys’ fees) or agreed in a settlement by Customer resulting from the claim, to the extent (a) alleging facts that, if true, would result in Customer’s breach of Section 4 (Customer Obligations), or (b) relating to Customer’s business practices or use of Output.

12.3. Procedures.

The indemnifying party’s obligations in this Section 12 are subject to it receiving: (a) prompt written notice of the claim; (b) the exclusive right to control and direct the investigation, defense, and settlement of the claim; and (c) 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 consent if settlement would require the indemnified party to take or refrain from taking any action (other than relating to use of the Profound Technology, when Profound is the indemnifying party).

12.4. Mitigation.

In response to an actual or potential claim relating to infringement, misappropriation, or violation of intellectual property rights, if required by settlement or injunction or as Profound determines necessary to avoid material liability, Profound may at its option: (a) procure rights for Customer’s continued use of the applicable Profound Technology; (b) replace or modify the allegedly infringing portion of the applicable Profound Technology to avoid infringement or misappropriation without reducing such Profound Technology’s overall functionality; or (c) terminate this Agreement and refund to Customer any pre-paid, unused Fees for the terminated portion of the Term.

12.5. Exceptions.

Profound’s obligations in this Section 12 do not apply: (a) to infringement or misappropriation resulting from Customer’s modification of Profound Technology or use of Profound Technology in combination with items not provided by Profound (including Third-Party Platforms or Customer Data); (b) to unauthorized use of the Profound Technology; (c) if Customer settles or makes any admissions about a claim without Profound’s prior consent; or (d) to Trials and Betas or other free or evaluation use.

12.6. Exclusive Remedy.

THIS SECTION 12 SETS OUT CUSTOMER’S EXCLUSIVE REMEDY AND PROFOUND’S ENTIRE LIABILITY REGARDING INFRINGEMENT OR MISAPPROPRIATION OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.

13. Confidentiality.

13.1. Definition.

“Confidential Information” means information disclosed to the receiving party (“Recipient”) under this Agreement that is designated by the disclosing party (“Discloser”) as proprietary or confidential or that should be reasonably understood to be proprietary or confidential due to its nature or the circumstances of its disclosure. Profound’s Confidential Information includes the terms and conditions of this Agreement and the Profound Technology (including any technical or performance information about the Profound Technology). Customer’s Confidential Information includes Customer Data.

13.2. Obligations.

As Recipient, each Party will: (a) hold Confidential Information in confidence and not disclose it to third parties except as permitted in this Agreement, including Section 3.2 (Use of Customer Data); and (b) only use Confidential Information to fulfill its obligations and exercise its rights in this Agreement. At Discloser’s request, Recipient will delete all Confidential Information, except, in the case where Profound is the Recipient, Profound may retain the Customer’s Confidential Information to the extent required to continue to provide the Profound Technology as contemplated by this Agreement. Recipient may disclose Confidential Information to its employees, agents, contractors, and other representatives having a legitimate need to know (including, for Profound, the subcontractors referenced in Section 17.9), provided it remains responsible for their compliance with this Section 13 and they are bound by written agreements (or, in the case of professional advisers like attorneys and accountants, ethical duties) imposing confidentiality and non-use obligations no less protective than this Section 13.

13.3. Exclusions.

These confidentiality obligations do not apply to information that Recipient can document: (a) is or becomes public knowledge through no fault of the receiving party or its representatives; (b) it rightfully knew or possessed prior to receipt under this Agreement; (c) it rightfully received from a third party without breach of confidentiality obligations; or (d) it independently developed without using or referencing Confidential Information.

13.4. Remedies.

Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each Party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section 13, without necessity of posting a bond or proving actual damages.

14. Required Disclosures.

Nothing in this Agreement prohibits either Party from making disclosures, including of Customer Data and other Confidential Information, if required by Law, subpoena, or court order, provided (if permitted by Law) it notifies the other Party in advance and cooperates in any effort to obtain confidential treatment.

15. Trials and Betas.

If Customer receives access to Profound Technology or features thereof on a free or trial basis or as an alpha, beta, or early access offering (“Trials and Betas”), use is permitted only for Customer’s internal evaluation during the period designated by Profound (or if not designated, 30 days). Trials and Betas are optional and either Party may terminate Trials and Betas at any time for any reason. Trials and Betas may be inoperable, incomplete, or include features that Profound may never release, and their features and performance information are Profound’s Confidential Information. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, PROFOUND PROVIDES NO WARRANTY, INDEMNITY, OR SUPPORT FOR TRIALS AND BETAS, AND ITS LIABILITY FOR TRIALS AND BETAS WILL NOT EXCEED US$50.

16. Publicity.

Profound may include Customer and its trademarks in Profound’s customer lists and promotional materials but will cease further use at Customer’s written request.

17. General Terms

17.1. Assignment.

Neither Party may assign this Agreement without the prior consent of the other Party, except that either Party may assign this Agreement in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all its voting securities or assets to which this Agreement relates to the other Party involved in such transaction. Any non-permitted assignment is void. This Agreement will bind and inure to the benefit of each Party’s permitted successors and assigns.

17.2. Governing Law, Jurisdiction and Venue.

This Agreement is governed by the laws of the State of Delaware and the United States without regard to conflicts of laws provisions that would result in the application of the laws of another jurisdiction and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to this Agreement will be the state and United States federal courts located in Delaware and both parties submit to the personal jurisdiction of those courts.

17.3. Notices.

Except as set out in this Agreement, any notice or consent under this Agreement must be in writing to 36 Cooper Square, Floor 6, New York, NY 10003 if to Profound or to the address or email address specified on the applicable Order if to Customer, and will be deemed given: (a) upon receipt if by personal delivery; (b) upon receipt if by certified or registered U.S. mail (return receipt requested); (c) one day after dispatch if by a commercial overnight delivery service; or (d) upon the earlier of the receipt of a confirmation email or one day after sending if by email. Either Party may update its address with notice to the other Party pursuant to this Section. Profound may also send operational notices to Customer by email or through the Service.

17.4. Additional Terms.

Certain features of the Services are governed by additional product-specific terms which may be made available to Customer from time to time, including the terms located at https://www.tryprofound.com/supplemental-terms ("Supplemental Terms"). Supplemental Terms governing any Services used by or made available to Customer are deemed incorporated into this Agreement.

17.5. Entire Agreement.

This Agreement, including all Orders, Supplemental Terms, and other attachments referenced herein, is the parties’ entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter. In this Agreement, headings are for convenience only and “including” and similar terms are to be construed without limitation. This Agreement may be executed in counterparts (including electronic copies and PDFs), each of which is deemed an original and which together form one and the same agreement.

17.6. Amendments.

Except as otherwise expressly set forth in this Agreement, any amendments, modifications, or supplements to this Agreement must be in writing and signed by each Party’s authorized representatives or, as appropriate, agreed through electronic means provided by Profound. The terms in any Customer purchase order or business form will not amend or modify this Agreement and are expressly rejected by Profound; any of these Customer documents are for administrative purposes only and have no legal effect.

17.7. Waivers and Severability.

Waivers must be signed by the waiving Party’s authorized representative and cannot be implied from conduct. If any provision of this Agreement is held invalid, illegal, or unenforceable, such invalidity will not affect the remainder of this Agreement, and the invalid, illegal, or unenforceable provision will be replaced by a valid provision that has as near as possible an effect to that of the invalid, illegal, or unenforceable provision as is reasonably practicable without such replacement provision risking similar invalidity, illegality, or unenforceability.

17.8. Force Majeure.

Neither Party is liable for any delay or failure to perform any obligation under this Agreement (except for a failure to pay Fees) due to events beyond its reasonable control, such as a strike, blockade, war, pandemic, act of terrorism, riot, Internet or utility failures, refusal of government license, or natural disaster.

17.9. Subcontractors.

Profound may use subcontractors and permit them to exercise Profound’s rights, but Profound remains responsible for their compliance with this Agreement and for its overall performance under this Agreement.

17.10. Independent Contractors.

The parties are independent contractors, not agents, partners, or joint venturers.

17.11. Export.

Customer will comply with all relevant U.S. and foreign export and import Laws in using any Profound Technology. Customer: (a) represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country; (b) agrees not to access or use the Profound Technology in violation of any U.S. export embargo, prohibition, or restriction; and (c) will not submit to the Services any information controlled under the U.S. International Traffic in Arms Regulations.

17.12. Open Source.

The Services may incorporate third-party open-source software (“OSS”), including as listed in the Documentation or otherwise disclosed by Profound in writing. To the extent required by the OSS license, that license will apply to the OSS on a stand-alone basis instead of this Agreement.

17.13. Government End-Users.

Elements of the Profound Technology may include commercial computer software. If the user or licensee of the Profound Technology is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Profound Technology or any related documentation of any kind, including technical data and manuals, is restricted by the terms of this Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Profound Technology was developed fully at private expense. All other use is prohibited.

17.14. Conflicts in Interpretation.

Inconsistencies or conflicts among the terms of this Agreement will be resolved in the following descending order of precedence: (a) the terms of an Order (provided that the terms of the Order will control only with respect to that Order); (b) the Supplemental Terms; and (c) any other provision of this Agreement.