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 anaddress of 515 Congress Avenue, Suite 2100, Austin, TX 78701, atwww.mia.inc/mssa, and is incorporated by reference into each order form orother 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 orexhibits, and any amendment executed by the parties that modifies this MSSAand/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 conditionsunder which Customer may Use Mia Labs’ proprietary software (“Software”) thatis 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 andnontransferable subscription to use only the object code version of theSoftware and subject to all limitations and restrictions contained herein andin the Order (“Use”). Web access for permitted third parties’ Use shall bedefined in the applicable Order if such access is to be permitted under thisAgreement 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 owninternal operations. Individuals who access the Software, directly orindirectly, whether via a Mia Labs provided interface or otherwise, and/orcause the Software to perform any functions must be Authorized Users. NeitherCustomer nor any third party authorized by Customer shall (i) access theSoftware 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. Ifthe Software licensed under an Order is to be accessed by a computer connectedto the Internet, as authorized in the applicable Order, Customer shall notallow 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 providesdirect or indirect access to the Software. Unless otherwise expressly permittedin the Order and subject to Section 1.3 below, Customer shall not permit anythird parties to access the Software. Customer shall not, and it shall notpermit any third party, to utilize the outputs of the Software (voice, emails,chat messages, etc.) generated for or on behalf of customer, to train anyartificial intelligence or machine learning, create or improve any model, orcompete against Mia Labs.
1.3 Affiliates. Customer shall be responsible for the acts or omissions ofany affiliate that executes an Order referencing this Agreement or that islisted as a Participating Location on an Order.
1.4 Additional Restrictions. In no event shall Customer disassemble, decompile, orreverse engineer the Software or Confidential Information (as defined herein)or permit others to do so. Disassembling, decompiling, and reverse engineeringinclude, without limitation: (i) converting the Software from amachine-readable form into a human-readable form; (ii) disassembling ordecompiling the Software by using any means or methods to translatemachine-dependent or machine-independent object code into the originalhuman-readable source code or any approximation thereof; (iii) examining themachine-readable object code that controls the Software’s operation andcreating 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 construedto be reverse engineering, disassembling, or decompiling. To the extent anysuch activity may be permitted pursuant to written agreement, the results thereofshall be deemed Confidential Information subject to the requirements of thisAgreement. Customer may use Mia Labs’ Confidential Information solely inconnection with the Software and pursuant to the terms of this Agreement.
1.5 Third Party Products/Services. In connection with Use of theSoftware, Mia Labs may provide access to a third party’s products and/orservices (“Third Party Products/Services”). The Third Party Products/Servicesmay be subject to additional terms and conditions that will be provided toCustomer 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 forall license fees and all other charges due thereunder immediately following theOrder Effective Date (as defined in the applicable Order).
2.2 Payment Due Date. Unless otherwise provided in the applicable Order, allinvoices shall be payable by Customer in United States dollars and paymentshall be due thirty (30) days after the invoice date.
2.3 Taxes. All amounts required to be paid hereunder do not include any amount fortaxes or levy (including interest and penalties). Customer shall reimburse MiaLabs and hold Mia Labs harmless for all sales, use, VAT, excise, property orother taxes or levies which Mia Labs is required to collect or remit toapplicable tax authorities. This provision does not apply to Mia Labs’ incomeor franchise taxes, or any taxes for which Customer is exempt, providedCustomer 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 oneand one-half percent (1.5%) per month (prorated for partial periods) or at themaximum rate permitted by law, whichever is less. If any payment is notreceived within ten (10) business days after the payment due date, Mia Labsmay, upon written notice, suspend Customer's access to the Software until allpast-due amounts are paid in full. Fees continue to accrue during anysuspension period. Suspension does not limit Mia Labs' right to terminate underSection 7.1.
3. SUPPORT AND ENHANCEMENT SERVICES
3.1 Exclusions. In no event shall Mia Labs have any obligation to providesupport and enhancement services for Software that has been modified withoutMia Labs’ prior written approval.
3.2 Other Products. For clarification, support and enhancement services do notprovide rights to other products that are not listed in an applicable Order. Suchother products would be subject to mutual negotiation and execution of eitheran additional Order under this Agreement or a separate agreement, and paymentof an additional license fee for such new product.
3.3 ThirdParties. Mia Labs shall have the right to use thirdparties, 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 shallbe deemed to include such Subcontractors.
4. CONFIDENTIALITY AND OWNERSHIP
4.1 Definition. “Confidential Information” includes all information marked asdescribed herein and disclosed by either party, before or after the OrderEffective Date, and generally not publicly known, whether tangible orintangible and in whatever form or medium provided, as well as any informationgenerated by a party that contains, reflects, or is derived from suchinformation.
4.2 Confidentiality of Materials. All Confidential Information intangible form shall be marked as “Confidential” or the like or, if intangible(e.g. orally disclosed), shall be designated as being confidential at the timeof disclosure and shall be confirmed as such in writing within thirty (30) daysof the initial disclosure. Notwithstanding the foregoing, the following isdeemed Mia Labs Confidential Information with or without such marking orwritten confirmation: (i) the Software and other related materials furnished byMia 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 theparties hereunder shall not apply to any material or information that: (i) isor becomes a part of the public domain through no act or omission by thereceiving party; (ii) is independently developed by the receiving party withoutuse of the disclosing party’s Confidential Information; (iii) is rightfullyobtained from a third party without any obligation of confidentiality to thedisclosing party; or (iv) is already known by the receiving party without anyobligation of confidentiality prior to obtaining the Confidential Informationfrom the disclosing party. In addition, neither party shall be liable fordisclosure of Confidential Information if made in response to a valid order ofa court or authorized agency of government, provided that notice is promptlygiven to the party whose Confidential Information is to be disclosed so thatsuch party may seek a protective order and engage in other efforts to minimizethe required disclosure. The parties shall cooperate fully in seeking suchprotective order and in engaging in such other efforts.
4.4 Ownership of Confidential Information. Nothing in this Agreement or the Ordershall be construed to convey any title or ownership rights to the Software orother Mia Labs Confidential Information to Customer or to any patent,copyright, trademark, or trade secret embodied therein, or to grant any otherright, title, or ownership interest in the Mia Labs Confidential Information.Nothing in this Agreement or the Order shall be construed to convey any titleor ownership rights to Customer’s Confidential Information to Mia Labs or toany patent copyright, trademark, or trade secret embodied therein, or to grantany other right, title, or ownership interest in the Customer ConfidentialInformation. Neither party shall, in whole or in part, sell, lease, license,assign, transfer, or disclose the Confidential Information to any third partyand shall not copy, reproduce or distribute the Confidential Information exceptas expressly permitted in this Agreement or the Order. Each party shall takeevery reasonable precaution, but no less than those precautions used to protectits own Confidential Information, to prevent the theft, disclosure, and theunauthorized copying, reproduction or distribution of the ConfidentialInformation.
4.5 Non-Disclosure. Each party agrees at all times to keep strictly confidentialall Confidential Information belonging to the other party. Each party agrees torestrict access to the other party’s Confidential Information only to thoseemployees or Subcontractors who (i) require access in the course of theirassigned duties and responsibilities, and (ii) have agreed in writing to bebound by provisions no less restrictive than those set forth in this Section.
4.6 Injunctive Relief. Each party acknowledges that any unauthorized disclosure oruse of the Confidential Information would cause the other party imminentirreparable injury and that such party shall be entitled to, in addition to anyother remedies available at law or in equity, temporary, preliminary, andpermanent injunctive relief in the event the other party does not fulfill itsobligations under this Section.
4.7 Suggestions/Improvements. Notwithstanding this Section, unless otherwiseexpressly agreed in writing, all suggestions, solutions, improvements,corrections, and other contributions provided by Customer regarding theSoftware or other Mia Labs materials provided to Customer shall be owned by MiaLabs, and Customer hereby agrees to assign any such rights to Mia Labs. Nothingin this Agreement shall preclude Mia Labs from using in any manner or for anypurpose it deems necessary, the know-how, techniques, or procedures acquired orused by Mia Labs in the performance of services hereunder.
4.8 Reservation of Rights. Customer irrevocably acknowledges that, subject to thelicenses granted herein, Customer has no ownership interest in the Softwareand/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 anymetadata surrounding the communications through the Software, subject to anylimitations associated with intellectual property rights of third parties. MiaLabs reserves all rights not specifically granted herein.
4.9 Data Use. Customer shall provide Mia Labs with non-public data through Customer’sthird party vendors’ APIs or such other channels as the parties agree to use (“CustomerData”). Customer shall own all right, title and interest in and to the CustomerData. 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 CustomerData and user behavior data and End User Information (as defined below)including use of aggregate data to (i) help develop new features of theSoftware; (ii) recommend areas for examination or improvement; (iii) trainalgorithms, models, and machine learning; (iv) improve conversationalartificial intelligence; (v) analyze, compare, and benchmark Customer Data; and(vi) for any other legal purpose. To the extent that use of Customer Data andEnd User Information gathered by Mia Labs would require a license, Customerhereby 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 identifyCustomer as a customer of Mia Labs in Mia Labs' promotional and marketingmaterials, including its website, customer lists, and presentations. UsingCustomer's name and logo to identify Customer as a customer is not, by itself,an endorsement. Any testimonial, quotation, or press release attributed toCustomer requires Customer's prior written consent. On Customer's writtennotice under Section 8.4, or on termination or expiration, Mia Labs will ceasenew use and remove Customer's name and logo from its website and other hostedmaterials within thirty (30) days, and need not recall materials alreadydistributed 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 Sectionbeyond that period.
5. WARRANTY
5.1 Authorized Representative. Customer and Mia Labs warrant that each has the rightto enter into this Agreement and the Order and that the Order executed shall beexecuted 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 otherrights of a third party. Customer shall be fully responsible for all Contentuploaded to the Software or accessed by the Software either by Customer or endusers of the Software and (ii) Customer has obtained all consents and/orapprovals required for access and use by Mia Labs of the Customer Data and anyother information or data made available by end users of the Software (“EndUser Information”). Mia Labs may use anonymized Customer data in connectionwith Mia Labs’ case studies and for other marketing purposes; use of Customer'sname 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 anyclaims, causes of action, losses or damages arising out of the Content, theCustomer Data and End User Information.
5.3 Disclaimer of Warranties. EXCEPT AS OTHERWISE STATED IN THIS AGREEMENT, MIA LABSMAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING EXPRESS OR IMPLIEDWARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ANDNONINFRINGEMENT.
6. LIMITATION OF LIABILITY
6.1 Liability Cap. IN NO EVENT SHALL MIA LABS, MIA LABS’ THIRD PARTY LICENSORSOR SUBCONTRACTORS BE LIABLE UNDER ANY THEORY OF LIABILITY, WHETHER IN ANEQUITABLE, LEGAL, OR COMMON LAW ACTION ARISING HEREUNDER FOR CONTRACT, STRICTLIABILITY, INDEMNITY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, FOR DAMAGESWHICH, IN THE AGGREGATE, EXCEED THE AMOUNT OF THE FEES PAID BY CUSTOMER FOR THESOFTWARE OR SERVICES WHICH GAVE RISE TO SUCH DAMAGES IN THE SIX (6) MONTHPERIOD PRIOR TO SUCH CLAIM AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSEOF ANY REMEDY.
6.2 Disclaimer of Damages. IN NO EVENT SHALL MIA LABS, MIA LABS’ THIRD PARTYLICENSORS OR SUBCONTRACTORS BE LIABLE UNDER ANY THEORY OF LIABILITY, WHETHER INAN EQUITABLE, LEGAL, OR COMMON LAW ACTION ARISING HEREUNDER FOR CONTRACT,STRICT LIABILITY, INDEMNITY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, FOR ANYSPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OFANY KIND AND HOWEVER CAUSED INCLUDING, BUT NOT LIMITED TO, BUSINESSINTERRUPTION OR LOSS OF PROFITS, BUSINESS OPPORTUNITIES, OR GOODWILL ARISINGHEREUNDER EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGE, ANDNOTWITHSTANDING 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 beterminated by Mia Labs (i) if Customer fails to make any payments due hereunderwithin fifteen (15) days of the due date; (ii) on thirty (30) days writtennotice to Customer if Customer fails to perform any other material obligationrequired 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 Customerfiles a petition for bankruptcy or insolvency, has an involuntary petitionfiled against it, commences an action providing for relief under bankruptcylaws, files for the appointment of a receiver, or is adjudicated a bankruptconcern.
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 materialobligation required of it hereunder, and such failure is not cured withinthirty (30) days from Mia Labs’ receipt of Customer’s notice or a longer periodif Mia Labs is working diligently towards a cure. In addition, Customer mayterminate this Agreement for convenience effective at the end of thethen-current Term specified in the applicable Order, by providing Mia Labs atleast thirty (30) days' written notice prior to the end of that Term.Notwithstanding the foregoing, no termination for convenience shall beeffective before the end of the Minimum Commitment Period specified in theapplicable Order, and Customer shall remain liable for all fees through the endof that Minimum Commitment Period. For clarity, upon termination without causethere shall be no refunds of prepaid fees.
7.3 Termination. Upon termination of this Agreement, Customer shall no longeraccess the Software and Customer shall not circumvent any security mechanismscontained 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 shallnot limit either party from pursuing other remedies available to it, includinginjunctive relief, nor shall such termination relieve Customer’s obligation topay all fees that have accrued or are otherwise owed by Customer under thisAgreement, any Order, or exhibit.
8. MISCELLANEOUS
8.1 Compliance With Laws. Customer agrees to comply with all applicablelaws, regulations, and ordinances relating to its performance under thisAgreement and any Order, including privacy laws and import/export laws andregulations. The parties agree that this Agreement and any Order shall not begoverned by the United Nations Convention on the International Sale of Goods orby UCITA, the application of which is expressly excluded. Customer'sobligations and Mia Labs' rights with respect to compliance with TelemarketingLaws (as defined in Section 10.2(b)) are set forth exclusively in Section 10and apply only to the extent Section 10 is activated in accordance with Section10.1.
8.2 Assignment. Customer may not assign this Agreement or an Order orotherwise 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 theevent of Customer’s acquisition of, or merger with, a third party Customer maycontinue to Use the Software and the licenses and rights of Customer under thisAgreement or an Order shall apply to, and may be exercised only in connectionwith, the operations of Customer as they existed on the date prior to theacquisition or merger. Any assignment or transfer in violation of this Sectionshall be null and void.
8.3 Survival. The following provisions shall survive termination orexpiration of this Agreement or any Order: Sections 1.4 (AdditionalRestrictions), 2 (Payment, with respect to amounts accrued prior totermination), 4 (Confidentiality and Ownership) except that Section 4.10 (Useof Customer Name and Logo) shall survive only to the extent expressly statedtherein, 5.2 (Content and Customer Data), 5.3 (Disclaimer of Warranties), 6(Limitation of Liability), 7.3 (Termination), 7.4 (Other Remedies), 8.1 through8.13, 8.16, and 8.17, 9.1 through 9.5, 9.7 and 9.8 (and Section 9.6 for aperiod of two (2) years following termination or expiration), and, with respectto any Customer for whom Section 10 was activated under Section 10.1, Sections10.6 (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 inwriting and shall be deemed effective upon delivery to the party to whomaddressed. All notices shall be sent to the applicable address or email addressspecified in the applicable Order or to such other address as the parties maydesignate in writing. Unless otherwise specified, all notices to Mia Labs shallbe sent to the attention of the Contracts Manager. Any notice of materialbreach shall clearly define the breach including the specific contractualobligation that has been breached. Notwithstanding the foregoing, Mia Labs maydeliver notices of Updates under Section 8.9, renewal notices, and routineoperational notices by email to the Notice Contact designated on the applicableOrder, and such notices are effective upon delivery. Customer shall keep itsNotice Contact current by written notice to Mia Labs [or through the accountportal]; notices delivered to the last-designated Notice Contact are effectivenotwithstanding any change in Customer’s personnel.
8.5 Force Majeure. Mia Labs shall not be liable to Customer for any delay orfailure of Mia Labs to perform its obligations hereunder if such delay orfailure arises from any cause or causes beyond the reasonable control of MiaLabs. 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 ofinternet service provider, bank closures/failures, natural catastrophes, floods,fires, loss of electricity or other utilities, generalized lack of availabilityof raw materials or energy, governmental acts or omissions, changes in laws orregulations, labor strikes, or delays by Customer in providing requiredresources or support or performing any other requirements hereunder.
8.6 Conflict. In the event of a conflict between the terms and conditions of thisAgreement, an Order, an Amendment, or an exhibit, the terms and conditionsshall prevail in the following order of precedence: (i) an Amendment; (ii) anOrder, solely with respect to commercial terms (service selections, fees,volumes, overage rates, term, billing, and renewal) and any provision of thisMSSA that the Order expressly identifies by section number as modified, wherethe modification has been approved in writing by Mia Labs' authorized legalrepresentative; (iii) an exhibit; and (iv) this MSSA. Handwritten or free-textterms on an Order that purport to modify this MSSA without expresssection-number reference are of no effect. No Material Change (as defined inSection 8.9) modifies an Amendment or the commercial terms of an executedOrder.
8.7 Restricted Rights. Use of the Software by or for the United States Government isconditioned upon the Government agreeing that the Software is subject toRestricted Rights as provided under the provisions set forth in FAR 52.227-19.Customer shall be responsible for assuring that this provision is included inall agreements with the United States Government and that the Software, whendelivered to the Government, is correctly marked as required by applicableGovernment 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 subjectmatter hereof and supersede all proposals and prior discussions and writingsbetween the parties with respect thereto. Customer acknowledges and agrees thatit is not relying on any statement or warranty not expressly provided hereinwith respect to the Software.
8.9 Amendments and Updates.
(a) Amendments. The parties may amend theAgreement at any time by a writing signed by an authorized representative ofeach party (an "Amendment").
(b) Updates. Mia Labs may update thisMSSA from time to time by publishing a revised version at www.mia.inc/mssa (each, an "Update"). Each Update will state itseffective date (the "Update Effective Date"). Updates applyprospectively only to conduct, Services, and events occurring on or after theUpdate Effective Date, and do not apply to any claim or dispute arising fromfacts that predate the Update Effective Date. Customer’s continued use of theSoftware or receipt of the Services after the Update Effective Date constitutesacceptance of the Update.
(c) Material Changes. A Material Change takeseffect thirty (30) days after Mia Labs delivers notice of the Update.Customer's continued use of the Software or receipt of the Services after theeffective date constitutes acceptance of the Material Change. If Customer doesnot accept the Material Change, Customer may terminate the affected Order onthirty (30) days' written notice given within sixty (60) days after the Updatenotice, and Mia Labs will refund a pro-rata portion of prepaid, unused feesunder the terminated Order.
(d) Changes Required byLaw. Ifan Update is required by applicable law, the Update takes effect on the datestated in the Update notice, solely to the extent so required. The notice willidentify the applicable legal requirement. Any portion of the Update exceedingthat requirement is governed by subsections (b) and (c).
(e) Notice of Updates. Mia Labs will give noticeof each Update at least thirty (30) days before its Update Effective Date (orsuch shorter period as subsection (d) permits) by email to the Notice Contactdesignated on the Order. Publication at www.mia.inc/mssa alone does notconstitute notice.
(f) Protection ofNegotiated Terms. No Update modifies an Amendment or the commercial terms of anexecuted Order.
8.10 Headings. Headings are for reference purposes only, have no substantive effect, andshall 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 priorwritten consent of Mia Labs. Customer further agrees not to hire, solicit, norattempt to solicit, the services of any former employee or Subcontractor of MiaLabs for a period of one (1) year from such former employee’s orSubcontractor’s last date of service with Mia Labs. Violation of this provisionshall entitle Mia Labs to liquidated damages against Customer equal to twohundred percent (200%) of the solicited person’s gross annual compensation.
8.12 No Waiver. No failure or delay in enforcing any right or exercising anyremedy will be deemed a waiver of any right or remedy.
8.13 Severability and Reformation. Each provision of this Agreement andany Order is a separately enforceable provision. If any provision of thisAgreement or an Order is determined to be or becomes unenforceable or illegal,such provision shall be reformed to the minimum extent necessary in order forthis Agreement or an Order to remain in effect in accordance with its terms asmodified by such reformation.
8.14 Customer’s Facilities. To the extent required by Mia Labs, Customer will, uponrequest, promptly make available to Mia Labs certain of its facilities,computer resources, software programs, networks, personnel, and businessinformation as are required to perform any service, or other obligationhereunder or pursuant to an Order.
8.15 Ancillary Agreements. Customer agrees that no employees of Mia Labs shall berequired to individually sign any agreement in order to perform any serviceshereunder or pursuant to an Order including, but not limited to, accessagreements, security agreements, facilities agreements or individualconfidentiality agreements.
8.16 Independent Contractor. Mia Labs is an independent contractor and nothing inthis 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 tobind, commit, or otherwise obligate Customer in any manner whatsoever.
8.17 Choice of Law. This Agreement and any Order shall be governed andinterpreted by the laws of the state of Texas without regard to the conflictsof law provisions of any state or jurisdiction. Any action related to thisagreement shall be brought in the state or federal courts located in Austin,Texas and each party hereby submits to the exclusive jurisdiction of suchcourts.
9. INFORMATION SECURITY AND GLBA SAFEGUARDS RULECOMPLIANCE
9.1 Background. The parties acknowledgethat, to the extent Customer is a 'financial institution' subject to theGramm-Leach-Bliley Act (15 U.S.C. § 6801 et seq.) and the Federal TradeCommission's Standards for Safeguarding Customer Information, 16 C.F.R. Part314 (the 'Safeguards Rule'), Mia Labs is a 'service provider' within themeaning 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. Theprovisions of this Section 9 set forth the parties' respective obligations withrespect to such NPI. Where Customer is not a financial institution under theSafeguards Rule, this Section 9 shall nonetheless apply to NPI as if Customerwere such a financial institution, on the basis that the parties intend aconsistent information security standard. For purposes of this Section 9, “MiaLabs’ Systems” means the information systems and infrastructure operated orcontrolled by Mia Labs or its Subcontractors for the storage and processing ofCustomer Data, NPI, or End User Information, and such data is “received” whenit is first written to Mia Labs’ Systems.
9.2 Information Security Program. Mia Labs shall develop, implement, andmaintain a comprehensive written information security program containingadministrative, technical, and physical safeguards reasonably designed to: (a)ensure the security and confidentiality of NPI; (b) protect against anyanticipated threats or hazards to the security or integrity of NPI; and (c)protect against unauthorized access to or use of NPI that could result insubstantial harm or inconvenience to any consumer.
9.3 Specific Safeguards. Without limiting the foregoing, Mia Labs shall implement andmaintain at minimum: (a) access controls limiting access to NPI to authorizedpersonnel with a business need; (b) encryption of NPI in transit and at restusing industry-standard methods; (c) regular monitoring of systems handling NPIfor unauthorized access or use; (d) employee training on the protection of NPI;(e) secure disposal of NPI in accordance with applicable law; and (f) periodicrisk assessments and corresponding updates to the information security program.
9.4 Subcontractor Flow-Down. To the extent Mia Labs uses Subcontractors (as definedin Section 3.3) who have access to NPI, Mia Labs shall require suchSubcontractors by contract to maintain safeguards substantially similar tothose described in this Section 9, and Mia Labs shall remain responsible forthe acts and omissions of such Subcontractors with respect to NPI.
9.5 Security Event Notification. Mia Labs shall notifyCustomer in writing without undue delay, and in any event within seventy-two(72) hours, after Mia Labs reasonably determines that a Security Event hasoccurred. For purposes of this Section, a 'Security Event' means any confirmedunauthorized access to, acquisition of, use of, or disclosure of NPI within MiaLabs’ Systems. Mia Labs' notice shall include the information then reasonablyavailable to Mia Labs concerning the nature and scope of the Security Event andthe steps Mia Labs has taken or is taking in response. Mia Labs may supplementits notice as additional information becomes available, and the parties shallcooperate in good faith with respect to investigation, mitigation, and anyrequired notifications to consumers or regulators. Notification under thisSection is not, and shall not be construed as, an acknowledgment by Mia Labs offault or liability.
9.6 Audit and Reporting. Upon Customer’s reasonable written request, but no more thanonce 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, ISO27001 certification, or substantially similar third-party attestation; or (b) awritten summary of Mia Labs’ information security program sufficient todemonstrate compliance with this Section 9.
9.7 Customer Acknowledgment. Customer acknowledges and agrees that: (a) Customer isresponsible for compliance with applicable laws relating to its collection,use, and sharing of NPI with Mia Labs; (b) Customer has obtained all consentsrequired under applicable law to share NPI with Mia Labs in connection with theSoftware; and (c) Mia Labs’ obligations under this Section 9 are limited to NPIthat Customer makes available to Mia Labs through the Software.
9.8 Customer Transmission Responsibility. Customer is responsible for selectingthe method and channel by which it, its affiliates, or its third party vendorstransmit Customer Data, NPI, or End User Information to Mia Labs. WhereCustomer elects to transmit such data to Mia Labs through any channel that isnot an encrypted API or other secure method designated by Mia Labs, includingunencrypted electronic mail, Customer does so at its own risk and remainssolely responsible for the security and integrity of that data until it isreceived within Mia Labs’ Systems. Mia Labs’ obligations under this Section 9attach only upon Mia Labs’ receipt of such data within Mia Labs’ Systems and donot extend to data in transit over any channel selected by Customer or itsvendors. Customer represents and warrants that it has obtained all consents andauthorizations required for transmission of such data to Mia Labs over thechannel it selects, and Customer’s indemnity obligations under Section 5.2apply to any claim arising from the transmission of data to Mia Labs over achannel not designated by Mia Labs.
10. ADDITIONAL TERMS FOR OUTBOUND SOFTWARE
10.1 Scope. This Section 10 applies ifCustomer has executed an Order that identifies Outbound Software as asubscribed product, and continues to apply for so long as Customer uses theOutbound Software. By using the Outbound Software, Customer acknowledges andagrees to the obligations in this Section 10. Mia Labs may periodically requestCustomer to reconfirm its acknowledgment through the Outbound Softwareinterface or by other reasonable means, and Customer agrees to respond promptlyto any such request. In the event of any conflict between this Section 10 andany other provision of this Agreement or an Order, this Section 10 controls,except to the extent an Order expressly references and modifies a specificprovision of this Section 10 with written approval from Mia Labs' authorizedlegal representative.
10.2 Definitions. For purposes of this Section 10:
(a) “Outbound Software” means Mia Labs’ softwarefunctionality that enables Customer to initiate outbound communications toconsumers, including voice calls and voicemails using artificialintelligence-generated voice technology, SMS/MMS text messages, and email.
(b) “Telemarketing Laws” means all applicable federal,state, local, and international laws, regulations, and rules governingtelemarketing, telephone solicitation, automated communications, commercialemail, artificial intelligence disclosures, and consumer protection, includingthe Telephone Consumer Protection Act, the Telemarketing Sales Rule, theCAN-SPAM Act, and applicable state equivalents.
(c) “Prior Express Consent” means consent given by therecipient for informational or transactional communications where the recipientknowingly provided their contact information for that purpose.
(d) “Prior Express Written Consent” means writtenauthorization by a recipient to receive telemarketing or advertising messagesvia automated means, including a clear disclosure that the authorization is nota condition of purchase.
10.3 AI-Generated Voice. The Outbound Software uses artificial intelligence togenerate voice communications. Customer understands that AI-generated voice issubject to the same consent requirements as prerecorded voice under applicableTelemarketing Laws.
10.4 Voice and SMS. Customer is responsible for ensuring that all outbound voicecalls and SMS/MMS messages initiated through the Outbound Software comply withapplicable Telemarketing Laws. This includes obtaining appropriate consent fromeach recipient before contact (Prior Express Written Consent for marketingcommunications and Prior Express Consent for informational or transactionalcommunications)ff initiating contact only during hours permitted by applicablelaw, maintaining and regularly scrubbing contact lists against applicabledo-not-call registries, honoring all opt-out and revocation requests promptlyand in accordance with applicable law, and taking responsibility for thecontent, targeting, and timing of all outbound communications.
10.5 Email. Customer is responsible for ensuring that all commercial email sentthrough the Outbound Software complies with the CAN-SPAM Act and applicablestate law, including requirements for accurate sender identification, clearidentification of advertising content, inclusion of a valid physical address, afunctioning 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 andthe dates they were honored; and (iv) campaign details including contact lists,scripts, and communication logs. Customer shall retain such records for aminimum of five (5) years from the date of each record’s creation. Upon MiaLabs’ reasonable request, Customer shall produce copies of such records withinseventy-two (72) hours.
10.7 Certification. Before launching any outbound campaign and upon Mia Labs’reasonable request, Customer agrees to certify its compliance with Sections10.4, 10.5, and 10.6. Certification may be completed through electronicacknowledgment in the Outbound Software interface or through such other methodas Mia Labs specifies.
10.8 Insurance. Customer shall maintain commercially reasonable commercialgeneral liability and errors and omissions insurance coverage throughout theterm 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 Labsand its affiliates, officers, directors, employees, and agents from and againstany and all claims, demands, regulatory investigations, inquiries, enforcementactions, suits, proceedings, losses, damages, liabilities, settlements, fines,penalties, judgments, costs, and expenses (including reasonable attorneys’ feesand costs of enforcing this indemnity) arising out of or relating to: (a)Customer’s violation of any Telemarketing Laws; (b) Customer’s failure toobtain, document, or maintain required consents; (c) any use of the OutboundSoftware initiated or directed by Customer; or (d) any claim that Mia Labs isvicariously liable for Customer’s acts or omissions. Customer shall not settleany claim or action in a manner that imposes any obligation or admission on MiaLabs without Mia Labs’ prior written consent.
10.10 Suspension. Mia Labs may suspend Customer's access to theOutbound Software, in whole or in part, upon: (i) receipt of a regulatoryenforcement action, formal investigation, civil action, or other proceedingthat names Mia Labs or specifically relates to Customer's use of the OutboundSoftware in a manner that poses material risk to Mia Labs; (ii) Customer'sfailure to produce records or certify compliance as required by this Section 10within the time periods specified; or (iii) Mia Labs' reasonable, good faith belief,supported by specific facts, that continued operation poses imminent legal orreputational risk to Mia Labs. Mia Labs shall provide Customer with writtennotice of suspension contemporaneously with or, where operationally feasible,prior to suspension, identifying the basis for suspension and the stepsrequired for restoration. The parties shall cooperate in good faith to resolvethe underlying issue, and Mia Labs shall restore Customer's access promptlyupon resolution. Suspension shall not relieve Customer of payment obligationsfor periods prior to suspension; for periods of suspension exceeding ten (10)consecutive business days, Customer's recurring fees with respect to thesuspended Outbound Software shall be equitably abated for the duration of thesuspension, except where the suspension arises from Customer's breach of thisSection 10. Mia Labs shall not be liable for any damages arising from asuspension exercised in accordance with this Section.
10.11 Platform Provider Status. Mia Labs provides the platform; Customeroperates it. Customer, not Mia Labs, selects recipient lists, determinescommunication content, controls timing and frequency, obtains and documentsrequired consents, and makes all decisions about whether and how to initiateany outbound communication. Customer is the sender, initiator, seller, andtelemarketer under applicable law with respect to all outbound communicationsinitiated through the Outbound Software. Mia Labs is not a seller under theTelemarketing Sales Rule and is not Customer's agent for any purpose. Nothingin this Agreement, in any compliance tool or guidance Mia Labs provides, or inany communication between the parties creates an agency relationship,constitutes ratification by Mia Labs of Customer's communications, or grantsCustomer authority to act on Mia Labs' behalf.