This Master Services Agreement ("Agreement") is entered into between Accordingly, Inc., a [Delaware] corporation ("Accordingly," "we," "us," or "our"), and the organization or individual agreeing to these terms ("Customer," "you," or "your"). This Agreement sets forth the terms under which Customer may access and use Accordingly's software, AI features, and logistics services.

By (a) clicking "I agree," (b) executing an order form, proposal, or similar document referencing this Agreement ("Order Form"), or (c) accessing or using the Services, Customer agrees to be bound by this Agreement.

If Customer is entering this Agreement on behalf of a company or other legal entity, Customer represents that it has authority to bind that entity, in which case "Customer" means that entity.

1. Scope; Incorporated Policies

1.1 Scope.

This Agreement governs Customer's access to and use of: (a) Accordingly's software-as-a-service platform, including all modules (e.g., Sales, Projects, Materials, Scheduling, Finance, Service), APIs, dashboards, and mobile apps; (b) Accordingly's AI-powered features and workflow automation; and (c) Accordingly's logistics services, including warehousing, staging, and last-mile delivery, where applicable (collectively, the "Services").

1.2 Incorporated Policies.

The following documents are incorporated into and form part of this Agreement by reference (collectively, the "Linked Policies"):

• Privacy Policy – available at /resources/policies/privacy;
• Acceptable Use Policy ("AUP") – available at /resources/policies/aup;
• Data Processing Addendum ("DPA") – available at [URL];
• Logistics & Warehouse Terms – available at /resources/policies/logistics;
• AI & Automation Use Policy / Disclaimers – available at /resources/policies/aiuse;
• Cookie Policy – available at [URL].

By accepting this Agreement, Customer also agrees to the Linked Policies. In the event of a direct conflict between this Agreement and a Linked Policy, this Agreement will control unless expressly stated otherwise.

1.3 Business Associate Agreement (BAA).

If Customer wishes to use the Services to create, receive, maintain, or transmit Protected Health Information (PHI) as defined under HIPAA, Customer must first enter into a separate Business Associate Agreement with Accordingly ("BAA"). Unless and until a BAA is executed and the relevant HIPAA-enabled Services are activated in writing by Accordingly, Customer must not use the Services to process PHI.

1.4 Order Forms.

One or more Order Forms may be executed under this Agreement. Each Order Form is subject to this Agreement. In case of conflict between an Order Form and this Agreement, the Order Form will control, but only for the specific Services listed in that Order Form.

2. Access to the Services

2.1 Right to Use.

Subject to this Agreement and the applicable Order Form, Accordingly grants Customer a non-exclusive, non-transferable, non-sublicensable right during the Term to access and use the Services for Customer's internal business purposes.

2.2 Modules and Features.

Access to specific modules, features, or capacities (e.g., number of users, warehouse locations, shipments, AI transactions) is determined by the subscription tier and usage limits set forth in the Order Form or in Customer's account.

2.3 APIs and Integrations.

Where the Services include access to APIs or integrations (e.g., carriers, logistics providers, accounting systems, CRM), Accordingly grants Customer a limited license to use the APIs solely to integrate Customer's systems and applications with the Services, in accordance with the Documentation and AUP.

2.4 Third-Party Services.

The Services may enable access to or integration with third-party products or services (e.g., carriers, accounting platforms, identity providers) ("Third-Party Services"). Customer's use of Third-Party Services is governed by the terms and privacy policies of those third parties. Accordingly is not responsible for Third-Party Services, their security, or availability.

2.5 Restrictions.

Customer will not (and will not permit anyone else to): (a) copy, modify, or create derivative works of the Services; (b) reverse engineer, decompile, disassemble, or attempt to derive source code (except to the limited extent permitted by applicable law); (c) circumvent or attempt to circumvent technical or usage limits; (d) use the Services to build a competing product or service; (e) resell, lease, or provide the Services to third parties except as expressly permitted in this Agreement; or (f) use the Services in violation of the AUP or applicable law.

3. Accounts; Roles; Customer Responsibilities

3.1 Accounts.

Customer must create an account to use the Services ("Account"). Customer must provide accurate, complete, and up-to-date information and keep it current. Customer is responsible for maintaining the confidentiality of its login credentials.

3.2 Users and Vendors.

Customer is responsible for: (a) its employees, contractors, and agents who access the Services ("Users"); (b) vendors, service providers, installers, and other third parties invited into the platform by Customer ("Connected Vendors"); and (c) all activities under its Account, whether authorized or not.

3.3 Role-Based Access.

Customer controls role-based permissions (e.g., admin, project manager, vendor view). Customer is solely responsible for assigning and managing permissions and for any actions taken by Users under those permissions.

3.4 Cooperation.

Customer agrees to supply all necessary cooperation, data, instructions, and resources reasonably required for Accordingly to provide the Services. Accordingly is not liable for delays or issues caused by Customer's failure to provide such cooperation.

3.5 Consents and Notices.

Customer is responsible for obtaining any required consents and providing any required notices to its own customers, vendors, employees, and other data subjects relating to the use of the Services and the processing of personal data.

4. Fees; Billing; Payment

4.1 Fees.

Customer will pay all fees specified in the applicable Order Form or pricing schedule ("Fees"), which may include:

• Subscription fees (per user, per company, per module, or per plan);
• Usage-based fees (e.g., per delivery, per warehouse location, per pallet, per cubic foot, per AI transaction);
• Transaction or referral fees;
• Professional services fees (e.g., onboarding, configuration, training);
• Value-added services (e.g., inventory management, staging, white-glove delivery).

4.2 Billing and Payment.

Unless otherwise stated on the Order Form:

• Subscription fees are billed in advance (monthly or annually).
• Usage-based and logistics fees are billed in arrears.
• Invoices are due within [30] days of invoice date.

Customer authorizes Accordingly (or its payment processor) to charge the payment method on file for all applicable Fees.

4.3 Taxes.

Fees are exclusive of taxes, levies, duties, or similar governmental assessments ("Taxes"). Customer is responsible for all Taxes associated with its purchases, except for taxes based on Accordingly's net income.

4.4 Non-Payment.

If any undisputed Fees are not paid when due, Accordingly may: (a) charge interest at the lesser of 1.5% per month or the maximum amount allowed by law; and/or (b) suspend Customer's access to the Services after reasonable notice.

Accordingly will not suspend Services for a legitimate, good-faith fee dispute provided Customer pays all undisputed amounts.

4.5 Changes to Fees.

Accordingly may adjust fees upon renewal of a subscription term or by giving at least [30] days' prior notice for month-to-month plans. Any changes will not apply retroactively.

5. Data Ownership; Use of Data

5.1 Customer Data.

"Customer Data" means all data, content, and materials uploaded to or generated within the Services by or on behalf of Customer, including customer records, vendor information, project data, orders, inventory, documents, and attachments. As between the parties, Customer owns all right, title, and interest in Customer Data.

5.2 License to Accordingly.

Customer grants Accordingly a non-exclusive, worldwide, royalty-free license during the Term to host, reproduce, process, transmit, display, and use Customer Data solely:

• to provide, maintain, and improve the Services;
• to prevent or address technical or security issues;
• to comply with law or valid legal process; and
• as otherwise described in the Privacy Policy and DPA.

Unless Customer explicitly opts in, Accordingly will not use Customer Data to train third-party foundation models not dedicated to Accordingly's services.

5.3 Aggregate and De-Identified Data.

Accordingly may generate and use aggregated, anonymized, and de-identified data derived from Customer's use of the Services ("Aggregate Data") for analytics, reporting, product development, and other legitimate business purposes, provided that the Aggregate Data does not identify Customer or any individual.

5.4 Data Export.

During the Term, Customer can export certain Customer Data via in-product tools or APIs. Upon written request made within [30] days after termination, Accordingly will make Customer Data available for export, after which Accordingly may delete Customer Data from its systems, subject to legal retention requirements and the DPA.

6. AI Features & Automation

6.1 AI Features.

The Services may include AI-enabled features such as:

• automated drafting, summarization, and classification;
• workflow suggestions and automations;
• routing, scheduling, or inventory suggestions;
• natural language queries and insights;
• AI-based entity creation (e.g., orders, customers, shipments).

6.2 AI Outputs and Ownership.

Subject to Section 5, as between the parties, Customer owns the AI-generated outputs returned to Customer by the Services ("AI Outputs"), to the extent permitted by law. Customer is responsible for its use of AI Outputs.

6.3 No Professional Advice; Verification Required.

AI Outputs are generated based on patterns and probabilities and may be incorrect, incomplete, or misleading. AI Outputs do not constitute legal, financial, medical, or other professional advice. Customer is solely responsible for reviewing and verifying any AI Outputs before relying on them or using them in production workflows, communications, or logistics decisions.

6.4 AI Liability Limitation.

Accordingly will not be liable for losses or damages arising out of decisions or actions taken (or not taken) based on AI Outputs, except to the extent caused directly by Accordingly's intentional misconduct or gross negligence.

6.5 AI Use Restrictions.

Customer will not use AI features to: (a) violate applicable law or third-party rights; (b) generate harmful, fraudulent, defamatory, or discriminatory content; (c) mislead others by representing AI Outputs as being generated by a human without appropriate context where required; (d) train or improve models that compete with Accordingly or its AI providers, except where expressly permitted.

6.6 Model and Feature Changes.

AI features and models may evolve over time. Accordingly may update, replace, or discontinue AI models or features, provided such changes do not materially degrade the overall functionality of the Services for Customer's subscribed plan.

7. Logistics Services (Warehousing, Staging, Delivery)

7.1 Scope.

Where expressly ordered by Customer and accepted by Accordingly, Accordingly (directly or through logistics partners) may provide:

• warehousing and storage;
• inventory receiving, staging, consolidation, and kitting;
• last-mile or white-glove deliveries to job sites;
• related logistics services

(collectively, "Logistics Services"). The detailed terms for these services are set forth in the Logistics & Warehouse Terms, which are incorporated by reference.

7.2 Title and Risk of Loss.

Unless otherwise stated in an Order Form or Logistics & Warehouse Terms:

• Customer retains title to all goods stored or handled by Accordingly.
• Risk of loss transfers in accordance with the Logistics & Warehouse Terms (e.g., upon receipt into warehouse, release to carrier, or delivery).

7.3 Packaging and Information.

Customer is responsible for:

• proper packaging suitable for handling and transportation;
• accurate and complete labeling;
• accurate shipment, delivery, and contact information.

Accordingly is not liable for damage resulting from improper packaging, inaccurate instructions, or information supplied by Customer.

7.4 Liability Limits for Goods.

Accordingly's liability for loss, damage, or shrinkage of goods in connection with Logistics Services is limited to the lesser of:

• (a) the actual, documented replacement cost of the goods;
• (b) the amount recoverable from any applicable insurance; or
• (c) [US$X.XX] per pound (or [US$X] per shipment), as specified in the Logistics & Warehouse Terms,

unless Customer has purchased additional declared value coverage in writing.

7.5 Delivery Windows; Delays.

Accordingly will use commercially reasonable efforts to meet requested delivery windows, but specific delivery times are not guaranteed. Accordingly is not liable for delays caused by carriers, traffic, weather, third-party facilities, strikes, or other circumstances beyond its reasonable control.

7.6 Claims Procedure.

Any claim for loss or damage to goods must be made in writing within the time and in the manner specified in the Logistics & Warehouse Terms. Failure to comply with those procedures may waive the claim.

8. Service Levels; Support

8.1 Standard Support.

During the Term, Accordingly will provide standard support via email or in-app channels, during normal business hours, in accordance with its then-current support policies.

8.2 Premium Support / SLAs.

Any enhanced support commitments or uptime/service-level commitments (e.g., guaranteed uptime, response times) are set forth in a separate Service Level Agreement ("SLA") or Order Form, if applicable.

8.3 Maintenance and Downtime.

Accordingly may perform scheduled maintenance from time to time. Accordingly will make reasonable efforts to schedule maintenance during low-usage periods and minimize service disruption. Unscheduled downtime may also occur due to emergencies or events beyond Accordingly's control.

9. Security & Compliance

9.1 Security Measures.

Accordingly will maintain administrative, physical, and technical safeguards designed to protect Customer Data and the Services, consistent with its SOC 2 and other applicable security frameworks, as described in its security documentation.

9.2 Customer Security Obligations.

Customer is responsible for:

• keeping credentials secure;
• configuring role permissions appropriately;
• using industry-standard security practices on Customer's own systems;
• notifying Accordingly promptly of any suspected compromise of the Account.

9.3 Incident Response.

In the event of a confirmed security incident affecting Customer Data, Accordingly will:

• notify Customer without undue delay;
• provide relevant information as it becomes available;
• cooperate with Customer's reasonable efforts to investigate and remediate, consistent with the DPA and applicable law.

10. Privacy; DPA; HIPAA

10.1 Privacy Policy.

The Privacy Policy describes how Accordingly collects, uses, and protects personal data in connection with the Services. Customer agrees to review and comply with the Privacy Policy, and to ensure its Users are aware of it to the extent required by law.

10.2 Data Processing Addendum.

Where Customer is a controller of personal data and Accordingly acts as a processor, the DPA governs Accordingly's processing of personal data on Customer's behalf. The DPA forms part of this Agreement.

10.3 Subprocessors.

Accordingly may engage subprocessors to process personal data in connection with the Services, as described in the DPA. Accordingly will remain responsible for its subprocessors' compliance with this Agreement and the DPA.

10.4 HIPAA and PHI.

As noted in Section 1.3, Customer may only use HIPAA-enabled Services to process PHI once a BAA has been executed and those Services are specifically designated as HIPAA-eligible by Accordingly. Absent such designation and a signed BAA, Customer must not use the Services to store or process PHI.

11. Acceptable Use

11.1 AUP.

Customer must comply with the Acceptable Use Policy. Without limiting the AUP, Customer will not use the Services to:

• engage in illegal, fraudulent, or harmful activities;
• infringe third-party rights, including IP, privacy, or publicity rights;
• upload malware or malicious code;
• interfere with or disrupt the Services or supporting infrastructure;
• attempt to circumvent security measures or usage limits;
• conduct high-risk activities where failure of the Services could lead to death, personal injury, or severe property or environmental damage.

11.2 Monitoring & Enforcement.

Accordingly may monitor compliance with this Agreement and the AUP using automated methods and human review where required. If Accordingly reasonably believes Customer is violating the AUP or this Agreement, Accordingly may suspend or limit access as described in Section 17.

12. Confidentiality

12.1 Definition.

"Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is designated as confidential or that should reasonably be understood to be confidential given the nature of the information and circumstances of disclosure, including business plans, product information, financial data, security details, and Customer Data.

12.2 Obligations.

The Receiving Party will:

• use Confidential Information only as necessary to perform its obligations or exercise its rights under this Agreement;
• protect Confidential Information using at least reasonable care;
• not disclose Confidential Information to any third party except to its personnel and service providers who need to know it, are bound by confidentiality obligations at least as protective as this Agreement, and for whom the Receiving Party remains responsible.

12.3 Exclusions.

Confidential Information does not include information that: (a) is or becomes publicly available without breach; (b) was known to the Receiving Party prior to disclosure; (c) is received from a third party without confidentiality obligations; or (d) is independently developed without use of the Disclosing Party's Confidential Information.

12.4 Compelled Disclosure.

The Receiving Party may disclose Confidential Information to the extent required by law or court order, provided it (where legally permitted) gives prompt notice to the Disclosing Party and cooperates in seeking protective measures.

12.5 Equitable Relief.

Unauthorised disclosure of Confidential Information may cause irreparable harm. The Disclosing Party is entitled to seek injunctive or equitable relief without posting bond in addition to other remedies.

13. Intellectual Property

13.1 Accordingly IP.

Accordingly and its licensors retain all right, title, and interest in and to the Services, including software, interfaces, models, algorithms, workflows, documentation, trademarks, logos, and any improvements or derivative works thereof ("Accordingly IP").

13.2 Customer IP.

Customer retains all right, title, and interest in and to Customer Data and Customer's pre-existing materials, tools, workflows, and brands ("Customer IP").

13.3 Feedback.

If Customer or its Users provide feedback, suggestions, or ideas regarding the Services ("Feedback"), Accordingly may use such Feedback without restriction or obligation to Customer, and Customer hereby grants Accordingly a perpetual, irrevocable, worldwide, royalty-free license to use such Feedback.

13.4 No Implied Licenses.

Except for the limited rights expressly granted in this Agreement, no other rights or licenses are granted by either party, whether by implication, estoppel, or otherwise.

14. Warranties; Disclaimers

14.1 Mutual Warranties.

Each party represents and warrants that: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction; (b) it has the legal power and authority to enter into this Agreement; and (c) entering into this Agreement does not violate any other agreement by which it is bound.

14.2 Customer Warranties.

Customer further warrants that:

• it has all necessary rights and consents to provide Customer Data and use the Services;
• its use of the Services will comply with this Agreement and applicable laws;
• it will not use the Services to process PHI unless and until a BAA is executed and HIPAA-enabled Services are activated.

14.3 Service Warranty.

Accordingly warrants that the Services will operate in all material respects as described in the applicable Documentation, and that any professional services will be performed in a professional and workmanlike manner.

14.4 Warranty Remedies.

Customer's exclusive remedy for a breach of the warranty in Section 14.3 is for Accordingly to use commercially reasonable efforts to correct the non-conformity, or if Accordingly does not do so within a reasonable time, Customer may terminate the affected Services and receive a pro-rata refund of prepaid, unused Fees for the affected period.

14.5 Disclaimers.

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES AND LOGISTICS SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND ACCORDINGLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, ACCORDINGLY DOES NOT WARRANT THAT THE SERVICES OR AI OUTPUTS WILL BE ERROR-FREE, UNINTERRUPTED, OR MEET CUSTOMER'S REQUIREMENTS, OR THAT ANY PARTICULAR BUSINESS RESULTS, SAVINGS, OR OUTCOMES WILL BE ACHIEVED.

15. Indemnification

15.1 Customer Indemnity.

Customer will defend, indemnify, and hold harmless Accordingly and its officers, directors, employees, and agents from and against any third-party claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) ("Claims") arising out of or related to:

• (a) Customer's or its Users' use of the Services in violation of this Agreement, the AUP, or applicable law;
• (b) Customer Data, including any allegation that Customer Data infringes or misappropriates third-party rights or violates privacy or data protection laws; or
• (c) Customer's logistics instructions, mislabeling, or misrepresentation of goods.

15.2 Accordingly Indemnity.

Accordingly will defend, indemnify, and hold harmless Customer and its officers, directors, employees, and agents from and against any third-party Claims alleging that the Services, when used by Customer as authorized in this Agreement, infringe or misappropriate a valid third-party intellectual property right, subject to Section 15.3.

15.3 Exclusions.

Accordingly's obligations under Section 15.2 do not apply to Claims arising from:

• (a) Customer's misuse of the Services;
• (b) Customer's combination of the Services with products or services not provided by Accordingly;
• (c) modifications to the Services not made by Accordingly; or
• (d) Customer Data or Customer Applications.

15.4 Mitigation.

If the Services are, or in Accordingly's opinion are likely to become, the subject of an infringement claim, Accordingly may, at its option and expense:

• (a) modify or replace the Services so they are non-infringing while providing substantially equivalent functionality;
• (b) obtain a license for Customer's continued use; or
• (c) if (a) or (b) are not commercially reasonable, terminate the affected Services and refund any prepaid, unused Fees for the terminated portion.

15.5 Procedure.

The indemnified party must promptly notify the indemnifying party of any Claim, provide reasonable cooperation, and grant the indemnifying party sole control over the defense and settlement, provided that the indemnifying party may not settle any Claim that imposes non-monetary obligations on the indemnified party without its prior written consent (not to be unreasonably withheld).

16. Limitation of Liability

16.1 Exclusion of Certain Damages.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

16.2 General Aggregate Cap.

EXCEPT FOR THE EXCLUSIONS LISTED IN SECTION 16.3 BELOW, EACH PARTY'S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO ACCORDINGLY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

16.3 Exclusions From the Liability Cap.

THE LIMITATIONS IN SECTION 16.2 WILL NOT APPLY TO, AND WILL NOT LIMIT, EITHER PARTY'S LIABILITY FOR:

(a) Customer's breach of the Acceptable Use Policy or violation of any usage restrictions; (b) Customer's infringement, misappropriation, or violation of Accordingly's intellectual property rights, including without limitation: • unauthorized access, copying, scraping, or harvesting of data; • reverse engineering or attempting to derive source code; • unauthorized distribution, sublicensing, or commercialization of the Services; (c) Customer's unauthorized use, disclosure, or compromise of Accordingly's Confidential Information or security systems; (d) Either party's breach of its confidentiality obligations under this Agreement; (e) Either party's indemnification obligations under this Agreement; (f) Customer's obligations to pay Fees; (g) A party's gross negligence, fraud, or willful misconduct; (h) Claims relating to loss, damage, or shrinkage of goods under the Logistics & Warehouse Terms, which will be governed solely by the liability limits and procedures set forth therein.

16.4 Basis of the Bargain.

THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY IN THIS SECTION 16 ARE A FUNDAMENTAL PART OF THE CONSIDERATION FOR THE SERVICES AND WERE REFLECTED IN THE PRICING AND RISK ALLOCATION BETWEEN THE PARTIES.

17. Term; Suspension; Termination

17.1 Term.

This Agreement begins on the Effective Date and continues until all subscriptions and Order Forms have expired or been terminated (the "Term"), unless terminated earlier in accordance with this Agreement.

17.2 Subscription Terms.

Each subscription or Services Term is set forth in the applicable Order Form. Subscriptions may auto-renew as specified in the Order Form unless either party gives timely notice of non-renewal.

17.3 Suspension.

Accordingly may temporarily suspend or limit access to the Services if:

• (a) Customer or its Users violate this Agreement or the AUP;
• (b) payment of undisputed Fees is more than [30] days past due; or
• (c) suspension is necessary to prevent a security incident or fraud.

Accordingly will use reasonable efforts to notify Customer prior to suspension and to limit suspension to the affected portion of the Services.

17.4 Termination for Cause.

Either party may terminate this Agreement (or any Order Form) upon written notice if the other party:

• (a) materially breaches this Agreement and fails to cure such breach within [30] days after written notice; or
• (b) becomes insolvent, files for bankruptcy, or ceases business operations.

17.5 Effect of Termination.

Upon termination or expiration of this Agreement:

• Customer's right to access the Services will cease, except as required for data export as in Section 5.4;
• Customer will promptly pay all unpaid Fees due through the effective date of termination;
• the parties will cooperate in good faith to transition Customer Data as reasonably requested and agreed.

17.6 Survival.

The following sections will survive termination: 4 (Fees), 5.3–5.4 (Aggregate Data, Data Export), 6.3–6.6, 7.4–7.6, 8.3, 9–13, 14.5, 15–20, and any other provisions that by their nature should survive.

18. Changes to the Services or Agreement

18.1 Service Changes.

Accordingly may refine or modify the Services from time to time (e.g., to improve performance, add features, or address security issues). Accordingly will not materially reduce the core functionality of the Services for Customer's active subscription without prior notice.

18.2 Updates to Linked Policies.

Accordingly may update the Linked Policies from time to time. For material changes that adversely affect Customer's rights, Accordingly will provide reasonable advance notice (e.g., via the Services or email). Customer's continued use of the Services after the effective date of the updated policy constitutes acceptance.

18.3 Updates to this Agreement.

For web-based or click-through Customers (no individually negotiated Order Form), Accordingly may update this Agreement by posting a revised version and providing reasonable notice. If Customer does not agree to the updated Agreement, Customer must stop using the Services. For Customers with a signed Order Form, updates to this Agreement will not apply to that Order Form unless expressly agreed by both parties in writing.

19. Governing Law; Dispute Resolution

19.1 Governing Law.

This Agreement will be governed by and construed in accordance with the laws of the State of [New York], excluding its conflict of laws rules.

19.2 Informal Resolution.

Before initiating formal dispute resolution, the parties will attempt in good faith to resolve any dispute, controversy, or claim arising out of or relating to this Agreement ("Dispute") through discussions between senior business representatives.

19.3 Arbitration.

Any Dispute that cannot be resolved informally will be finally settled by binding arbitration administered by the American Arbitration Association under its rules. The arbitration will take place in [New York, NY] (or by video conferencing). Judgment on the award may be entered in any court of competent jurisdiction.

19.4 Injunctive Relief.

Nothing in this Agreement prevents either party from seeking equitable relief (such as an injunction) to stop unauthorized use or disclosure of Confidential Information, intellectual property infringement, or breach of security obligations.

20. Miscellaneous

20.1 Entire Agreement.

This Agreement, the Order Forms, and the Linked Policies constitute the entire agreement between the parties regarding the subject matter and supersede all prior or contemporaneous agreements and understandings, whether written or oral.

20.2 Order of Precedence.

In the event of conflict, the following order of precedence applies: (a) Order Form; (b) any applicable SLA or BAA; (c) this Agreement; (d) Linked Policies (except BAAs/SLA as noted); (e) Documentation.

20.3 Assignment.

Neither party may assign this Agreement, in whole or in part, without the other party's prior written consent, except either party may assign this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets, upon written notice. Any prohibited assignment is void. This Agreement will bind and inure to the benefit of the parties and their permitted successors and assigns.

20.4 Force Majeure.

Neither party is liable for failure or delay in performance due to events beyond its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, labor disputes, government actions, power or internet failures, or failures of third-party hosting providers or carriers.

20.5 Notices.

Formal notices under this Agreement will be in writing and sent to the addresses specified by the parties in the Order Form (or as updated by notice). Notices may be delivered by hand, overnight courier, or email (with confirmation of receipt) and will be deemed received upon delivery or, for email, upon successful transmission.

20.6 No Waiver.

Failure or delay by either party to enforce any provision of this Agreement does not constitute a waiver of that provision or any other provision.

20.7 Severability.

If any provision of this Agreement is held unenforceable, the remaining provisions will remain in full force, and the parties will replace the invalid provision with a valid provision that most closely reflects the original intent.

20.8 Relationship of the Parties.

The parties are independent contractors. This Agreement does not create any partnership, joint venture, agency, fiduciary, or employment relationship between the parties.

20.9 Publicity.

Accordingly may use Customer's name and logo in lists of customers (e.g., on its website and marketing materials), unless Customer requests in writing that Accordingly stop doing so. Any other publicity or press releases require prior written approval of both parties.

20.10 Export Compliance.

Customer will comply with all applicable export control and sanctions laws and will not export, re-export, or permit access to the Services in violation of such laws.

21. Definitions

For purposes of this Agreement:

• "Account" has the meaning in Section 3.1.
• "AI Features" and "AI Outputs" have the meanings in Section 6.
• "Agreement" means this Master Services Agreement.
• "AUP" means Accordingly's Acceptable Use Policy.
• "BAA" means a Business Associate Agreement executed under HIPAA between Customer and Accordingly.
• "Confidential Information" has the meaning in Section 12.
• "Customer Data" has the meaning in Section 5.1.
• "Documentation" means Accordingly's technical, user, and security documentation for the Services.
• "Fees" has the meaning in Section 4.1.
• "Logistics Services" has the meaning in Section 7.1.
• "Order Form" means any written or electronic order, proposal, or similar document referencing this Agreement.
• "PHI" means Protected Health Information as defined by HIPAA.
• "Privacy Policy" means Accordingly's privacy notice applicable to the Services.
• "Services" has the meaning in Section 1.1.
• "Term" has the meaning in Section 17.1.
• "Third-Party Services" has the meaning in Section 2.4.
• "User" has the meaning in Section 3.2.

(Additional defined terms may be added as needed for additional clarity.)