Master Subscription and Services Agreement (MSSA)
Mia Labs Inc., MSSA
Version: MSSA v1.0 (07-29-2026)
Last Date Updated: July 29, 2026
This Master Subscription and Services Agreement (“MSSA”) is published and maintained by Mia Labs, Inc. (“Mia Labs”), with an address of 515 Congress Avenue, Suite 2100, Austin, TX 78701, at www.mia.inc/mssa, and is incorporated by reference into each order form or other ordering document that references it (each, an "Order"). “Customer” means the entity identified as the customer on an Order. This MSSA, together with each Order separately executed by the parties, any attachments or exhibits, and any amendment executed by the parties that modifies this MSSA and/or one or more Orders (each, an “Amendment”), collectively constitute the “Agreement.” The Agreement is formed upon the parties’ execution of an Order (the "Order Effective Date") and sets forth the terms and conditions under which Customer may Use Mia Labs’ proprietary software (“Software”) that is specifically licensed to Customer pursuant to an Order.
1. LICENSE GRANT AND RIGHT OF USE
1.1 License Grant. Any Software licensed shall be licensed pursuant to an Order. Each such license shall be a limited, United States, nonexclusive and nontransferable subscription to use only the object code version of the Software and subject to all limitations and restrictions contained herein and in the Order (“Use”). Web access for permitted third parties’ Use shall be defined in the applicable Order if such access is to be permitted under this Agreement or an Order.
1.2 Use. Individuals authorized under the applicable Order to Use the Software (“Authorized Users”) may Use the Software solely to support Customer’s own internal operations. Individuals who access the Software, directly or indirectly, whether via a Mia Labs provided interface or otherwise, and/or cause the Software to perform any functions must be Authorized Users. Neither Customer nor any third party authorized by Customer shall (i) access the Software to process, or permit to be processed, the data of any other party; or (ii) access the Software for service bureau or commercial time-sharing use. If the Software licensed under an Order is to be accessed by a computer connected to the Internet, as authorized in the applicable Order, Customer shall not allow any web site that is not fully owned by Customer, to frame, syndicate, distribute, replicate, or copy any portion of Customer’s web site that provides direct or indirect access to the Software. Unless otherwise expressly permitted in the Order and subject to Section 1.3 below, Customer shall not permit any third parties to access the Software. Customer shall not, and it shall not permit any third party, to utilize the outputs of the Software (voice, emails, chat messages, etc.) generated for or on behalf of customer, to train any artificial intelligence or machine learning, create or improve any model, or compete against Mia Labs.
1.3 Affiliates. Customer shall be responsible for the acts or omissions of any affiliate that executes an Order referencing this Agreement or that is listed as a Participating Location on an Order.
1.4 Additional Restrictions. In no event shall Customer disassemble, decompile, or reverse engineer the Software or Confidential Information (as defined herein) or permit others to do so. Disassembling, decompiling, and reverse engineering include, without limitation: (i) converting the Software from a machine-readable form into a human-readable form; (ii) disassembling or decompiling the Software by using any means or methods to translate machine-dependent or machine-independent object code into the original human-readable source code or any approximation thereof; (iii) examining the machine-readable object code that controls the Software’s operation and creating the original source code or any approximation thereof by, for example, studying the Software’s behavior in response to a variety of inputs; or (iv) performing any other activity related to the Software that could be construed to be reverse engineering, disassembling, or decompiling. To the extent any such activity may be permitted pursuant to written agreement, the results thereof shall be deemed Confidential Information subject to the requirements of this Agreement. Customer may use Mia Labs’ Confidential Information solely in connection with the Software and pursuant to the terms of this Agreement.
1.5 Third Party Products/Services. In connection with Use of the Software, Mia Labs may provide access to a third party’s products and/or services (“Third Party Products/Services”). The Third Party Products/Services may be subject to additional terms and conditions that will be provided to Customer in an Order or otherwise in connection with such use.
2. PAYMENT
2.1 Fees. Unless otherwise provided in the Order, Mia Labs may invoice Customer for all license fees and all other charges due thereunder immediately following the Order Effective Date (as defined in the applicable Order).
2.2 Payment Due Date. Unless otherwise provided in the applicable Order, all invoices shall be payable by Customer in United States dollars and payment shall be due thirty (30) days after the invoice date.
2.3 Taxes. All amounts required to be paid hereunder do not include any amount for taxes or levy (including interest and penalties). Customer shall reimburse Mia Labs and hold Mia Labs harmless for all sales, use, VAT, excise, property or other taxes or levies which Mia Labs is required to collect or remit to applicable tax authorities. This provision does not apply to Mia Labs’ income or franchise taxes, or any taxes for which Customer is exempt, provided Customer has furnished Mia Labs with a valid tax exemption certificate.
2.4 Late Payments. Any late payment shall be subject to any costs of collection (including reasonable legal fees) and shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial periods) or at the maximum rate permitted by law, whichever is less. If any payment is not received within ten (10) business days after the payment due date, Mia Labs may, upon written notice, suspend Customer's access to the Software until all past-due amounts are paid in full. Fees continue to accrue during any suspension period. Suspension does not limit Mia Labs' right to terminate under Section 7.1.
3. SUPPORT AND ENHANCEMENT SERVICES
3.1 Exclusions. In no event shall Mia Labs have any obligation to provide support and enhancement services for Software that has been modified without Mia Labs’ prior written approval.
3.2 Other Products. For clarification, support and enhancement services do not provide rights to other products that are not listed in an applicable Order. Such other products would be subject to mutual negotiation and execution of either an additional Order under this Agreement or a separate agreement, and payment of an additional license fee for such new product.
3.3 Third Parties. Mia Labs shall have the right to use third parties, including employees of Mia Labs’ affiliates and subsidiaries (the “Subcontractors”) in performance of its obligations and services hereunder and, for purposes of this Section, all references to Mia Labs or its employees shall be deemed to include such Subcontractors.
4. CONFIDENTIALITY AND OWNERSHIP
4.1 Definition. “Confidential Information” includes all information marked as described herein and disclosed by either party, before or after the Order Effective Date, and generally not publicly known, whether tangible or intangible and in whatever form or medium provided, as well as any information generated by a party that contains, reflects, or is derived from such information.
4.2 Confidentiality of Materials. All Confidential Information in tangible form shall be marked as “Confidential” or the like or, if intangible (e.g. orally disclosed), shall be designated as being confidential at the time of disclosure and shall be confirmed as such in writing within thirty (30) days of the initial disclosure. Notwithstanding the foregoing, the following is deemed Mia Labs Confidential Information with or without such marking or written confirmation: (i) the Software and other related materials furnished by Mia Labs; (ii) the oral and visual information relating to the Software; and (iii) this Agreement and the terms and conditions of the Order.
4.3 Exceptions. Without granting any right or license, the obligations of the parties hereunder shall not apply to any material or information that: (i) is or becomes a part of the public domain through no act or omission by the receiving party; (ii) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; (iii) is rightfully obtained from a third party without any obligation of confidentiality to the disclosing party; or (iv) is already known by the receiving party without any obligation of confidentiality prior to obtaining the Confidential Information from the disclosing party. In addition, neither party shall be liable for disclosure of Confidential Information if made in response to a valid order of a court or authorized agency of government, provided that notice is promptly given to the party whose Confidential Information is to be disclosed so that such party may seek a protective order and engage in other efforts to minimize the required disclosure. The parties shall cooperate fully in seeking such protective order and in engaging in such other efforts.
4.4 Ownership of Confidential Information. Nothing in this Agreement or the Order shall be construed to convey any title or ownership rights to the Software or other Mia Labs Confidential Information to Customer or to any patent, copyright, trademark, or trade secret embodied therein, or to grant any other right, title, or ownership interest in the Mia Labs Confidential Information. Nothing in this Agreement or the Order shall be construed to convey any title or ownership rights to Customer’s Confidential Information to Mia Labs or to any patent copyright, trademark, or trade secret embodied therein, or to grant any other right, title, or ownership interest in the Customer Confidential Information. Neither party shall, in whole or in part, sell, lease, license, assign, transfer, or disclose the Confidential Information to any third party and shall not copy, reproduce or distribute the Confidential Information except as expressly permitted in this Agreement or the Order. Each party shall take every reasonable precaution, but no less than those precautions used to protect its own Confidential Information, to prevent the theft, disclosure, and the unauthorized copying, reproduction or distribution of the Confidential Information.
4.5 Non-Disclosure. Each party agrees at all times to keep strictly confidential all Confidential Information belonging to the other party. Each party agrees to restrict access to the other party’s Confidential Information only to those employees or Subcontractors who (i) require access in the course of their assigned duties and responsibilities, and (ii) have agreed in writing to be bound by provisions no less restrictive than those set forth in this Section.
4.6 Injunctive Relief. Each party acknowledges that any unauthorized disclosure or use of the Confidential Information would cause the other party imminent irreparable injury and that such party shall be entitled to, in addition to any other remedies available at law or in equity, temporary, preliminary, and permanent injunctive relief in the event the other party does not fulfill its obligations under this Section.
4.7 Suggestions/Improvements. Notwithstanding this Section, unless otherwise expressly agreed in writing, all suggestions, solutions, improvements, corrections, and other contributions provided by Customer regarding the Software or other Mia Labs materials provided to Customer shall be owned by Mia Labs, and Customer hereby agrees to assign any such rights to Mia Labs. Nothing in this Agreement shall preclude Mia Labs from using in any manner or for any purpose it deems necessary, the know-how, techniques, or procedures acquired or used by Mia Labs in the performance of services hereunder.
4.8 Reservation of Rights. Customer irrevocably acknowledges that, subject to the licenses granted herein, Customer has no ownership interest in the Software and/or Mia Labs materials provided to Customer. Mia Labs shall own all right, title, and interest in the Software and Mia Labs materials, models, algorithms, call recordings and transcripts, text messages, emails, chats as well as any metadata surrounding the communications through the Software, subject to any limitations associated with intellectual property rights of third parties. Mia Labs reserves all rights not specifically granted herein.
4.9 Data Use. Customer shall provide Mia Labs with non-public data through Customer’s third party vendors’ APIs or such other channels as the parties agree to use (“Customer Data”). Customer shall own all right, title and interest in and to the Customer Data. Mia Labs will not sell or disclose the Customer Data on an individual (non-aggregated) basis. Mia Labs may aggregate de-identified Customer Data, including with the data of other Mia Labs Customers, and analyze such Customer Data and user behavior data and End User Information (as defined below) including use of aggregate data to (i) help develop new features of the Software; (ii) recommend areas for examination or improvement; (iii) train algorithms, models, and machine learning; (iv) improve conversational artificial intelligence; (v) analyze, compare, and benchmark Customer Data; and (vi) for any other legal purpose. To the extent that use of Customer Data and End User Information gathered by Mia Labs would require a license, Customer hereby automatically and forever grants such royalty-free license to Mia Labs.
4.10 Use of Customer Name and Logo. Notwithstanding Sections 4.2 and 4.4, Customer grants Mia Labs and those acting on its behalf a non-exclusive, royalty-free, worldwide license to use Customer's name and logo to identify Customer as a customer of Mia Labs in Mia Labs' promotional and marketing materials, including its website, customer lists, and presentations. Using Customer's name and logo to identify Customer as a customer is not, by itself, an endorsement. Any testimonial, quotation, or press release attributed to Customer requires Customer's prior written consent. On Customer's written notice under Section 8.4, or on termination or expiration, Mia Labs will cease new use and remove Customer's name and logo from its website and other hosted materials within thirty (30) days, and need not recall materials already distributed or in production. Customer retains all rights in its name and logo. Section 8.3 shall not be construed to extend the survival of this Section beyond that period.
5. WARRANTY
5.1 Authorized Representative. Customer and Mia Labs warrant that each has the right to enter into this Agreement and the Order and that the Order executed shall be executed by an authorized representative of each entity.
5.2 Content and Customer Data. Customer represents and warrants that (i) the Content (as defined in an Order) shall not infringe the copyright, trademark or other rights of a third party. Customer shall be fully responsible for all Content uploaded to the Software or accessed by the Software either by Customer or end users of the Software and (ii) Customer has obtained all consents and/or approvals required for access and use by Mia Labs of the Customer Data and any other information or data made available by end users of the Software (“End User Information”). Mia Labs may use anonymized Customer data in connection with Mia Labs’ case studies and for other marketing purposes; use of Customer's name and logo to identify Customer as a customer is governed by Section 4.10. Customer will indemnify, defend and hold Mia Labs harmless from and against any claims, causes of action, losses or damages arising out of the Content, the Customer Data and End User Information.
5.3 Disclaimer of Warranties. EXCEPT AS OTHERWISE STATED IN THIS AGREEMENT, MIA LABS MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.
6. LIMITATION OF LIABILITY
6.1 Liability Cap. IN NO EVENT SHALL MIA LABS, MIA LABS’ THIRD PARTY LICENSORS OR SUBCONTRACTORS BE LIABLE UNDER ANY THEORY OF LIABILITY, WHETHER IN AN EQUITABLE, LEGAL, OR COMMON LAW ACTION ARISING HEREUNDER FOR CONTRACT, STRICT LIABILITY, INDEMNITY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, FOR DAMAGES WHICH, IN THE AGGREGATE, EXCEED THE AMOUNT OF THE FEES PAID BY CUSTOMER FOR THE SOFTWARE OR SERVICES WHICH GAVE RISE TO SUCH DAMAGES IN THE SIX (6) MONTH PERIOD PRIOR TO SUCH CLAIM AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
6.2 Disclaimer of Damages. IN NO EVENT SHALL MIA LABS, MIA LABS’ THIRD PARTY LICENSORS OR SUBCONTRACTORS BE LIABLE UNDER ANY THEORY OF LIABILITY, WHETHER IN AN EQUITABLE, LEGAL, OR COMMON LAW ACTION ARISING HEREUNDER FOR CONTRACT, STRICT LIABILITY, INDEMNITY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND AND HOWEVER CAUSED INCLUDING, BUT NOT LIMITED TO, BUSINESS INTERRUPTION OR LOSS OF PROFITS, BUSINESS OPPORTUNITIES, OR GOODWILL ARISING HEREUNDER EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGE, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
7. TERM AND TERMINATION
7.1 Termination by Mia Labs. This Agreement and any license created hereunder may be terminated by Mia Labs (i) if Customer fails to make any payments due hereunder within fifteen (15) days of the due date; (ii) on thirty (30) days written notice to Customer if Customer fails to perform any other material obligation required of it hereunder, and such failure is not cured within such thirty (30) day period; (iii) upon thirty (30) days written notice; or (iv) if Customer files a petition for bankruptcy or insolvency, has an involuntary petition filed against it, commences an action providing for relief under bankruptcy laws, files for the appointment of a receiver, or is adjudicated a bankrupt concern.
7.2 Termination by Customer. This Agreement may be terminated by Customer on thirty (30) days written notice to Mia Labs if Mia Labs fails to perform any material obligation required of it hereunder, and such failure is not cured within thirty (30) days from Mia Labs’ receipt of Customer’s notice or a longer period if Mia Labs is working diligently towards a cure. In addition, Customer may terminate this Agreement for convenience effective at the end of the then-current Term specified in the applicable Order, by providing Mia Labs at least thirty (30) days' written notice prior to the end of that Term. Notwithstanding the foregoing, no termination for convenience shall be effective before the end of the Minimum Commitment Period specified in the applicable Order, and Customer shall remain liable for all fees through the end of that Minimum Commitment Period. For clarity, upon termination without cause there shall be no refunds of prepaid fees.
7.3 Termination. Upon termination of this Agreement, Customer shall no longer access the Software and Customer shall not circumvent any security mechanisms contained therein and there shall not be a refund of any prepaid fees.
7.4 Other Remedies. Termination of this Agreement, an Order, or any license shall not limit either party from pursuing other remedies available to it, including injunctive relief, nor shall such termination relieve Customer’s obligation to pay all fees that have accrued or are otherwise owed by Customer under this Agreement, any Order, or exhibit.
8. MISCELLANEOUS
8.1 Compliance With Laws. Customer agrees to comply with all applicable laws, regulations, and ordinances relating to its performance under this Agreement and any Order, including privacy laws and import/export laws and regulations. The parties agree that this Agreement and any Order shall not be governed by the United Nations Convention on the International Sale of Goods or by UCITA, the application of which is expressly excluded. Customer's obligations and Mia Labs' rights with respect to compliance with Telemarketing Laws (as defined in Section 10.2(b)) are set forth exclusively in Section 10 and apply only to the extent Section 10 is activated in accordance with Section 10.1.
8.2 Assignment. Customer may not assign this Agreement or an Order or otherwise transfer any license whether by operation of law, change of control, or in any other manner, without the prior written consent of Mia Labs. In the event of Customer’s acquisition of, or merger with, a third party Customer may continue to Use the Software and the licenses and rights of Customer under this Agreement or an Order shall apply to, and may be exercised only in connection with, the operations of Customer as they existed on the date prior to the acquisition or merger. Any assignment or transfer in violation of this Section shall be null and void.
8.3 Survival. The following provisions shall survive termination or expiration of this Agreement or any Order: Sections 1.4 (Additional Restrictions), 2 (Payment, with respect to amounts accrued prior to termination), 4 (Confidentiality and Ownership) except that Section 4.10 (Use of Customer Name and Logo) shall survive only to the extent expressly stated therein, 5.2 (Content and Customer Data), 5.3 (Disclaimer of Warranties), 6 (Limitation of Liability), 7.3 (Termination), 7.4 (Other Remedies), 8.1 through 8.13, 8.16, and 8.17, 9.1 through 9.5, 9.7 and 9.8 (and Section 9.6 for a period of two (2) years following termination or expiration), and, with respect to any Customer for whom Section 10 was activated under Section 10.1, Sections 10.6 (for the recordkeeping period stated therein), 10.9, and 10.11.
8.4 Notices. Any notice required under this Agreement, or an Order shall be given in writing and shall be deemed effective upon delivery to the party to whom addressed. All notices shall be sent to the applicable address or email address specified in the applicable Order or to such other address as the parties may designate in writing. Unless otherwise specified, all notices to Mia Labs shall be sent to the attention of the Contracts Manager. Any notice of material breach shall clearly define the breach including the specific contractual obligation that has been breached. Notwithstanding the foregoing, Mia Labs may deliver notices of Updates under Section 8.9, renewal notices, and routine operational notices by email to the Notice Contact designated on the applicable Order, and such notices are effective upon delivery. Customer shall keep its Notice Contact current by written notice to Mia Labs [or through the account portal]; notices delivered to the last-designated Notice Contact are effective notwithstanding any change in Customer’s personnel.
8.5 Force Majeure. Mia Labs shall not be liable to Customer for any delay or failure of Mia Labs to perform its obligations hereunder if such delay or failure arises from any cause or causes beyond the reasonable control of Mia Labs. Such causes shall include, but are not limited to, acts of God, war, terrorist act, invasion, epidemic, pandemic, quarantine, civil commotion, breakdown of communication facilities, breakdown of web host, breakdown of internet service provider, bank closures/failures, natural catastrophes, floods, fires, loss of electricity or other utilities, generalized lack of availability of raw materials or energy, governmental acts or omissions, changes in laws or regulations, labor strikes, or delays by Customer in providing required resources or support or performing any other requirements hereunder.
8.6 Conflict. In the event of a conflict between the terms and conditions of this Agreement, an Order, an Amendment, or an exhibit, the terms and conditions shall prevail in the following order of precedence: (i) an Amendment; (ii) an Order, solely with respect to commercial terms (service selections, fees, volumes, overage rates, term, billing, and renewal) and any provision of this MSSA that the Order expressly identifies by section number as modified, where the modification has been approved in writing by Mia Labs' authorized legal representative; (iii) an exhibit; and (iv) this MSSA. Handwritten or free-text terms on an Order that purport to modify this MSSA without express section-number reference are of no effect. No Material Change (as defined in Section 8.9) modifies an Amendment or the commercial terms of an executed Order.
8.7 Restricted Rights. Use of the Software by or for the United States Government is conditioned upon the Government agreeing that the Software is subject to Restricted Rights as provided under the provisions set forth in FAR 52.227-19. Customer shall be responsible for assuring that this provision is included in all agreements with the United States Government and that the Software, when delivered to the Government, is correctly marked as required by applicable Government regulations governing such Restricted Rights as of such delivery.
8.8 Entire Agreement. This Agreement, any Order, any Amendment, and any exhibits, shall constitute the entire agreement between the parties regarding the subject matter hereof and supersede all proposals and prior discussions and writings between the parties with respect thereto. Customer acknowledges and agrees that it is not relying on any statement or warranty not expressly provided herein with respect to the Software.
8.9 Amendments and Updates.
(a) Amendments. The parties may amend the Agreement at any time by a writing signed by an authorized representative of each party (an "Amendment").
(b) Updates. Mia Labs may update this MSSA from time to time by publishing a revised version at www.mia.inc/mssa (each, an "Update"). Each Update will state its effective date (the "Update Effective Date"). Updates apply prospectively only to conduct, Services, and events occurring on or after the Update Effective Date, and do not apply to any claim or dispute arising from facts that predate the Update Effective Date. Customer’s continued use of the Software or receipt of the Services after the Update Effective Date constitutes acceptance of the Update.
(c) Material Changes. A Material Change takes effect thirty (30) days after Mia Labs delivers notice of the Update. Customer's continued use of the Software or receipt of the Services after the effective date constitutes acceptance of the Material Change. If Customer does not accept the Material Change, Customer may terminate the affected Order on thirty (30) days' written notice given within sixty (60) days after the Update notice, and Mia Labs will refund a pro-rata portion of prepaid, unused fees under the terminated Order.
(d) Changes Required by Law. If an Update is required by applicable law, the Update takes effect on the date stated in the Update notice, solely to the extent so required. The notice will identify the applicable legal requirement. Any portion of the Update exceeding that requirement is governed by subsections (b) and (c).
(e) Notice of Updates. Mia Labs will give notice of each Update at least thirty (30) days before its Update Effective Date (or such shorter period as subsection (d) permits) by email to the Notice Contact designated on the Order. Publication at www.mia.inc/mssa alone does not constitute notice.
(f) Protection of Negotiated Terms. No Update modifies an Amendment or the commercial terms of an executed Order.
8.10 Headings. Headings are for reference purposes only, have no substantive effect, and shall not enter into the interpretation hereof.
8.11 Nonsolicitation. During the term of this Agreement and for a period of two (2) years thereafter, Customer agrees not to hire, solicit, nor attempt to solicit, the services of any employee or Subcontractor of Mia Labs without the prior written consent of Mia Labs. Customer further agrees not to hire, solicit, nor attempt to solicit, the services of any former employee or Subcontractor of Mia Labs for a period of one (1) year from such former employee’s or Subcontractor’s last date of service with Mia Labs. Violation of this provision shall entitle Mia Labs to liquidated damages against Customer equal to two hundred percent (200%) of the solicited person’s gross annual compensation.
8.12 No Waiver. No failure or delay in enforcing any right or exercising any remedy will be deemed a waiver of any right or remedy.
8.13 Severability and Reformation. Each provision of this Agreement and any Order is a separately enforceable provision. If any provision of this Agreement or an Order is determined to be or becomes unenforceable or illegal, such provision shall be reformed to the minimum extent necessary in order for this Agreement or an Order to remain in effect in accordance with its terms as modified by such reformation.
8.14 Customer’s Facilities. To the extent required by Mia Labs, Customer will, upon request, promptly make available to Mia Labs certain of its facilities, computer resources, software programs, networks, personnel, and business information as are required to perform any service, or other obligation hereunder or pursuant to an Order.
8.15 Ancillary Agreements. Customer agrees that no employees of Mia Labs shall be required to individually sign any agreement in order to perform any services hereunder or pursuant to an Order including, but not limited to, access agreements, security agreements, facilities agreements or individual confidentiality agreements.
8.16 Independent Contractor. Mia Labs is an independent contractor and nothing in this Agreement or an Order shall be deemed to make Mia Labs an agent, employee, partner or joint venturer of Customer. Mia Labs shall have no authority to bind, commit, or otherwise obligate Customer in any manner whatsoever.
8.17 Choice of Law. This Agreement and any Order shall be governed and interpreted by the laws of the state of Texas without regard to the conflicts of law provisions of any state or jurisdiction. Any action related to this agreement shall be brought in the state or federal courts located in Austin, Texas and each party hereby submits to the exclusive jurisdiction of such courts.
9. INFORMATION SECURITY AND GLBA SAFEGUARDS RULE COMPLIANCE
9.1 Background. The parties acknowledge that, to the extent Customer is a 'financial institution' subject to the Gramm-Leach-Bliley Act (15 U.S.C. § 6801 et seq.) and the Federal Trade Commission's Standards for Safeguarding Customer Information, 16 C.F.R. Part 314 (the 'Safeguards Rule'), Mia Labs is a 'service provider' within the meaning of 16 C.F.R. § 314.4(f) with respect to Nonpublic Personal Information ('NPI') that Customer makes available to Mia Labs through the Software. The provisions of this Section 9 set forth the parties' respective obligations with respect to such NPI. Where Customer is not a financial institution under the Safeguards Rule, this Section 9 shall nonetheless apply to NPI as if Customer were such a financial institution, on the basis that the parties intend a consistent information security standard. For purposes of this Section 9, “Mia Labs’ Systems” means the information systems and infrastructure operated or controlled by Mia Labs or its Subcontractors for the storage and processing of Customer Data, NPI, or End User Information, and such data is “received” when it is first written to Mia Labs’ Systems.
9.2 Information Security Program. Mia Labs shall develop, implement, and maintain a comprehensive written information security program containing administrative, technical, and physical safeguards reasonably designed to: (a) ensure the security and confidentiality of NPI; (b) protect against any anticipated threats or hazards to the security or integrity of NPI; and (c) protect against unauthorized access to or use of NPI that could result in substantial harm or inconvenience to any consumer.
9.3 Specific Safeguards. Without limiting the foregoing, Mia Labs shall implement and maintain at minimum: (a) access controls limiting access to NPI to authorized personnel with a business need; (b) encryption of NPI in transit and at rest using industry-standard methods; (c) regular monitoring of systems handling NPI for unauthorized access or use; (d) employee training on the protection of NPI; (e) secure disposal of NPI in accordance with applicable law; and (f) periodic risk assessments and corresponding updates to the information security program.
9.4 Subcontractor Flow-Down. To the extent Mia Labs uses Subcontractors (as defined in Section 3.3) who have access to NPI, Mia Labs shall require such Subcontractors by contract to maintain safeguards substantially similar to those described in this Section 9, and Mia Labs shall remain responsible for the acts and omissions of such Subcontractors with respect to NPI.
9.5 Security Event Notification. Mia Labs shall notify Customer in writing without undue delay, and in any event within seventy-two (72) hours, after Mia Labs reasonably determines that a Security Event has occurred. For purposes of this Section, a 'Security Event' means any confirmed unauthorized access to, acquisition of, use of, or disclosure of NPI within Mia Labs’ Systems. Mia Labs' notice shall include the information then reasonably available to Mia Labs concerning the nature and scope of the Security Event and the steps Mia Labs has taken or is taking in response. Mia Labs may supplement its notice as additional information becomes available, and the parties shall cooperate in good faith with respect to investigation, mitigation, and any required notifications to consumers or regulators. Notification under this Section is not, and shall not be construed as, an acknowledgment by Mia Labs of fault or liability.
9.6 Audit and Reporting. Upon Customer’s reasonable written request, but no more than once per twelve (12) month period (except in the event of a Security Event), Mia Labs shall provide Customer with: (a) a current SOC 2 Type II report, ISO 27001 certification, or substantially similar third-party attestation; or (b) a written summary of Mia Labs’ information security program sufficient to demonstrate compliance with this Section 9.
9.7 Customer Acknowledgment. Customer acknowledges and agrees that: (a) Customer is responsible for compliance with applicable laws relating to its collection, use, and sharing of NPI with Mia Labs; (b) Customer has obtained all consents required under applicable law to share NPI with Mia Labs in connection with the Software; and (c) Mia Labs’ obligations under this Section 9 are limited to NPI that Customer makes available to Mia Labs through the Software.
9.8 Customer Transmission Responsibility. Customer is responsible for selecting the method and channel by which it, its affiliates, or its third party vendors transmit Customer Data, NPI, or End User Information to Mia Labs. Where Customer elects to transmit such data to Mia Labs through any channel that is not an encrypted API or other secure method designated by Mia Labs, including unencrypted electronic mail, Customer does so at its own risk and remains solely responsible for the security and integrity of that data until it is received within Mia Labs’ Systems. Mia Labs’ obligations under this Section 9 attach only upon Mia Labs’ receipt of such data within Mia Labs’ Systems and do not extend to data in transit over any channel selected by Customer or its vendors. Customer represents and warrants that it has obtained all consents and authorizations required for transmission of such data to Mia Labs over the channel it selects, and Customer’s indemnity obligations under Section 5.2 apply to any claim arising from the transmission of data to Mia Labs over a channel not designated by Mia Labs.
10. ADDITIONAL TERMS FOR OUTBOUND SOFTWARE
10.1 Scope. This Section 10 applies if Customer has executed an Order that identifies Outbound Software as a subscribed product, and continues to apply for so long as Customer uses the Outbound Software. By using the Outbound Software, Customer acknowledges and agrees to the obligations in this Section 10. Mia Labs may periodically request Customer to reconfirm its acknowledgment through the Outbound Software interface or by other reasonable means, and Customer agrees to respond promptly to any such request. In the event of any conflict between this Section 10 and any other provision of this Agreement or an Order, this Section 10 controls, except to the extent an Order expressly references and modifies a specific provision of this Section 10 with written approval from Mia Labs' authorized legal representative.
10.2 Definitions. For purposes of this Section 10:
(a) “Outbound Software” means Mia Labs’ software functionality that enables Customer to initiate outbound communications to consumers, including voice calls and voicemails using artificial intelligence-generated voice technology, SMS/MMS text messages, and email.
(b) “Telemarketing Laws” means all applicable federal, state, local, and international laws, regulations, and rules governing telemarketing, telephone solicitation, automated communications, commercial email, artificial intelligence disclosures, and consumer protection, including the Telephone Consumer Protection Act, the Telemarketing Sales Rule, the CAN-SPAM Act, and applicable state equivalents.
(c) “Prior Express Consent” means consent given by the recipient for informational or transactional communications where the recipient knowingly provided their contact information for that purpose.
(d) “Prior Express Written Consent” means written authorization by a recipient to receive telemarketing or advertising messages via automated means, including a clear disclosure that the authorization is not a condition of purchase.
10.3 AI-Generated Voice. The Outbound Software uses artificial intelligence to generate voice communications. Customer understands that AI-generated voice is subject to the same consent requirements as prerecorded voice under applicable Telemarketing Laws.
10.4 Voice and SMS. Customer is responsible for ensuring that all outbound voice calls and SMS/MMS messages initiated through the Outbound Software comply with applicable Telemarketing Laws. This includes obtaining appropriate consent from each recipient before contact (Prior Express Written Consent for marketing communications and Prior Express Consent for informational or transactional communications)ff initiating contact only during hours permitted by applicable law, maintaining and regularly scrubbing contact lists against applicable do-not-call registries, honoring all opt-out and revocation requests promptly and in accordance with applicable law, and taking responsibility for the content, targeting, and timing of all outbound communications.
10.5 Email. Customer is responsible for ensuring that all commercial email sent through the Outbound Software complies with the CAN-SPAM Act and applicable state law, including requirements for accurate sender identification, clear identification of advertising content, inclusion of a valid physical address, a functioning opt-out mechanism, and honoring opt-out requests within ten (10) business days.
10.6 Recordkeeping. Customer shall maintain complete and accurate records of: (i) all consents obtained, including the date, time, and method of consent; (ii) all do-not-call list scrubs performed; (iii) all opt-out requests received and the dates they were honored; and (iv) campaign details including contact lists, scripts, and communication logs. Customer shall retain such records for a minimum of five (5) years from the date of each record’s creation. Upon Mia Labs’ reasonable request, Customer shall produce copies of such records within seventy-two (72) hours.
10.7 Certification. Before launching any outbound campaign and upon Mia Labs’ reasonable request, Customer agrees to certify its compliance with Sections 10.4, 10.5, and 10.6. Certification may be completed through electronic acknowledgment in the Outbound Software interface or through such other method as Mia Labs specifies.
10.8 Insurance. Customer shall maintain commercially reasonable commercial general liability and errors and omissions insurance coverage throughout the term of any Order for Outbound Software. Upon Mia Labs' written request, Customer shall provide evidence of such coverage within ten (10) business days.
10.9 Indemnification. Customer shall indemnify, defend, and hold harmless Mia Labs and its affiliates, officers, directors, employees, and agents from and against any and all claims, demands, regulatory investigations, inquiries, enforcement actions, suits, proceedings, losses, damages, liabilities, settlements, fines, penalties, judgments, costs, and expenses (including reasonable attorneys’ fees and costs of enforcing this indemnity) arising out of or relating to: (a) Customer’s violation of any Telemarketing Laws; (b) Customer’s failure to obtain, document, or maintain required consents; (c) any use of the Outbound Software initiated or directed by Customer; or (d) any claim that Mia Labs is vicariously liable for Customer’s acts or omissions. Customer shall not settle any claim or action in a manner that imposes any obligation or admission on Mia Labs without Mia Labs’ prior written consent.
10.10 Suspension. Mia Labs may suspend Customer's access to the Outbound Software, in whole or in part, upon: (i) receipt of a regulatory enforcement action, formal investigation, civil action, or other proceeding that names Mia Labs or specifically relates to Customer's use of the Outbound Software in a manner that poses material risk to Mia Labs; (ii) Customer's failure to produce records or certify compliance as required by this Section 10 within the time periods specified; or (iii) Mia Labs' reasonable, good faith belief, supported by specific facts, that continued operation poses imminent legal or reputational risk to Mia Labs. Mia Labs shall provide Customer with written notice of suspension contemporaneously with or, where operationally feasible, prior to suspension, identifying the basis for suspension and the steps required for restoration. The parties shall cooperate in good faith to resolve the underlying issue, and Mia Labs shall restore Customer's access promptly upon resolution. Suspension shall not relieve Customer of payment obligations for periods prior to suspension; for periods of suspension exceeding ten (10) consecutive business days, Customer's recurring fees with respect to the suspended Outbound Software shall be equitably abated for the duration of the suspension, except where the suspension arises from Customer's breach of this Section 10. Mia Labs shall not be liable for any damages arising from a suspension exercised in accordance with this Section.
10.11 Platform Provider Status. Mia Labs provides the platform; Customer operates it. Customer, not Mia Labs, selects recipient lists, determines communication content, controls timing and frequency, obtains and documents required consents, and makes all decisions about whether and how to initiate any outbound communication. Customer is the sender, initiator, seller, and telemarketer under applicable law with respect to all outbound communications initiated through the Outbound Software. Mia Labs is not a seller under the Telemarketing Sales Rule and is not Customer's agent for any purpose. Nothing in this Agreement, in any compliance tool or guidance Mia Labs provides, or in any communication between the parties creates an agency relationship, constitutes ratification by Mia Labs of Customer's communications, or grants Customer authority to act on Mia Labs' behalf.