CAI LLUMIN MASTER SUBSCRIPTION AGREEMENT
Version Date: November 2, 2026
This CAI LLumin Master Subscription Agreement (“MSA”) governs access to and use of the software and services provided by LLumin, Inc., a Massachusetts corporation and division of CAI Software (“CAI LLumin”), and the customer set forth in an applicable order form, statement of work, or other ordering document (each an “Order Form” and such customer, “Customer”) (each a “Party” and together the “Parties”). By executing an Order Form that references or incorporates this MSA, or otherwise accepting this MSA through an authorized ordering process, Customer agrees to be bound by its terms. This MSA is effective as of the effective date of the applicable Order Form or other acceptance (the “Effective Date”). In the event of any inconsistency or conflict between this MSA and an Order Form, the Order Form will control.
1. SERVICES
“Services” means the product(s) and service(s) ordered by Customer under an Order Form or other authorized ordering process, including trial services. Services exclude any third-party products or services, even if integrated with or connected to the Services. Subject to this MSA and the applicable Order Form, CAI LLumin will provide customer with access to the Services during the applicable Term.
2. FEES AND PAYMENT
2.1. Fees. Customer will pay the fees specified in the Order Form (the “Fees”). CAI LLumin may increase or otherwise modify the Fees for any renewal term, including automatic renewals, upon prior written notice to Customer, subject to any pricing commitments in the applicable Order Form. Any additional deployment, professional services, or support services requested by Customer after ninety (90) days following go-live shall be quoted separately and charged at CAI LLumin’s then-current rates, unless otherwise agreed in writing.
2.2. Payment; Taxes. CAI LLumin will invoice Customer for Fees as specified in the applicable Order Form or, if not specified, within thirty (30) days after the Effective Date. Customer will pay all invoiced Fees within thirty (30) days after the invoice date, unless otherwise agreed in writing. CAI LLumin may suspend the affected Services for undisputed Fees that remain unpaid more than thirty (30) days after the applicable due date, upon prior written notice to Customer. Fees are exclusive of applicable sales, use, value-added, withholding, and similar transaction taxes and duties (“Taxes”), which Customer is responsible for paying, excluding taxes based on CAI LLumin’s net income. CAI LLumin will invoice, and Customer will pay, all Taxes CAI LLumin is legally required to collect, unless Customer provides a valid tax exemption certificate before the invoice date. Exemptions apply only to invoices issued after CAI LLumin receives the certificate. Customer will promptly notify CAI LLumin of any change in its exempt status and will indemnify CAI LLumin for any Taxes, interest, and penalties arising from an invalid, expired, or revoked certificate. If Customer is required by law to withhold Taxes, Customer will increase its payment so that CAI LLumin receives the full invoiced amount.
3. TERM AND TERMINATION
3.1. Term. This MSA becomes effective on the Effective Date and will remain in effect for the initial term specified in the applicable Order Form (the “Initial Term”) and any subsequent renewal terms (each, a “Renewal Term”), unless earlier terminated in accordance with this MSA (collectively, the “Term”). If the Order Form does not specify an Initial Term, the Initial Term will be one (1) year. Unless otherwise specified in the applicable Order Form, the subscription will automatically renew for successive Renewal Terms equal in length to the immediately preceding term unless either Party provides the other Party with written notice of nonrenewal at least one hundred twenty (120) days before expiration of the then-current term.
3.2. Termination for Cause. A Party may terminate this MSA for cause (a) upon written notice to the other Party of a material breach if such breach remains uncured after thirty (30) days from the date of the breaching Party’s receipt of such notice; or (b) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Non-payment of Fees by Customer more than thirty (30) days after the applicable invoice due date, or any violation of Section 4.3 (Prohibited Uses), constitutes a material breach of this MSA.
3.3. Nonrenewal. Either Party may elect not to renew a subscription in accordance with Section 3.1 or the applicable Order Form.
3.4. Effect of Termination and Survival. Upon expiration or termination of this MSA or an Order Form: (a) Customer’s right to access and use the affected Services will cease; (b) CAI LLumin may disable access to the affected Services; and (c) except as expressly provided in this MSA or the applicable Order Form, Fees paid are nonrefundable. Termination of this MSA will terminate all outstanding Order Forms, but termination of an individual Order Form will not terminate this MSA or any other Order Form. Termination will not relieve either Party of obligations accrued before termination. Sections that by their nature should survive termination, including Section 2 (Fees and Payment), Section 5 (Confidentiality), Section 6.2 (Data Practices-Ownership), Section 8 (Intellectual Property Rights), Section 9.3 (Disclaimers), Section 10 (Indemnification), Section 11 (Limitation of Liability), and Section 12 (Miscellaneous), will survive.
4. LICENSE AND USE OF THE SERVICES
4.1. License. Subject to this MSA and the applicable Order Form, CAI LLumin grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the applicable Term solely for Customer’s internal business purposes.
4.2. Authorized Users. Customer may permit its employees, contractors, agents, and authorized personnel of its affiliates to access and use the Services as authorized users (“Authorized Users”), subject to the user, site, location, and other usage limits specified in the applicable Order Form. Additional usage rights may be purchased from CAI LLumin. Customer is responsible for all use and misuse of the Services by Authorized Users and for adherence to this MSA by any Authorized Users, and references to Customer herein will be deemed to apply to Authorized Users as necessary and applicable. Customer agrees to immediately notify CAI LLumin of any unauthorized access to or use of the Services of which Customer becomes aware.
4.3. Prohibited Uses. Customer and Authorized Users will not: (a) “frame,” distribute, resell, or permit access to the Services by any third party other than for its intended purposes; (b) use the Services other than in compliance with all applicable laws and regulations; (c) interfere with the Services or disrupt any other user’s access to the Services; (d) reverse engineer, attempt to gain unauthorized access to the Services, attempt to discover the underlying source code or structure of, or otherwise copy or attempt to copy the Services; (e) knowingly transfer to the Services any content or data that is defamatory, harassing, discriminatory, infringing of third party intellectual property rights, or unlawful; (f) transfer to the Services or otherwise use on the Services any routine, device, code, exploit, or other undisclosed feature that is designed to delete, disable, deactivate, interfere with or otherwise harm any software, program, data, device, system or service, or which is intended to provide unauthorized access or to produce unauthorized modifications; (g) use any robot, spider, data scraping, or extraction tool or similar mechanism with respect to the Services; or (h) use the Services to develop, train, or improve a competing product or service. Customer shall comply with all applicable laws and regulations in connection with its access to and use of the Services and shall be responsible for ensuring that its Authorized Users do the same.
5. CONFIDENTIALITY
As used herein, the “Confidential Information” of a Party (the “Disclosing Party”) means all financial, technical, or business information of the Disclosing Party that the Disclosing Party designates as confidential at the time of disclosure to the other Party (the “Receiving Party”) or that the Receiving Party reasonably should understand to be confidential based on the nature of the information or the circumstances surrounding its disclosure. For the sake of clarity, the Parties acknowledge that Confidential Information includes the terms and conditions of this MSA. Except as expressly permitted in this MSA, the Receiving Party will not disclose, duplicate, publish, transfer or otherwise make available Confidential Information of the Disclosing Party in any form to any person or entity without the Disclosing Party’s prior written consent. The Receiving Party may disclose Confidential Information to its employees, contractors, professional advisors, and other representatives who have a need to know the information and are subject to confidentiality obligations at least as protective as those in this MSA. The Receiving Party remains responsible for their compliance with this Section. The Receiving Party will not use the Disclosing Party’s Confidential Information except to perform its obligations under this MSA, such obligations including, in the case of CAI LLumin, to provide the Services. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to the extent required by law, provided that the Receiving Party: (a) gives the Disclosing Party prior written notice of such disclosure so as to afford the Disclosing Party a reasonable opportunity to appear, object, and obtain a protective order or other appropriate relief regarding such disclosure (if such notice is not prohibited by applicable law); (b) uses diligent efforts to limit disclosure and to obtain confidential treatment or a protective order; and (c) allows the Disclosing Party to participate in the proceeding. Further, Confidential Information does not include any information that: (i) is or becomes generally known to the public without the Receiving Party’s breach of any obligation owed to the Disclosing Party; (ii) was independently developed by the Receiving Party without the Receiving Party’s breach of any obligation owed to the Disclosing Party; (iii) is received from a third party who obtained such Confidential Information without any third party’s breach of any obligation owed to the Disclosing Party; (iv) was lawfully known to the Receiving Party without restriction before disclosure by the Disclosing Party.
6. DATA PRACTICES
6.1. Definitions. “Service Data” means data, content, and other materials submitted to, stored in, or processed through the Services by or on behalf of Customer, excluding Usage Data. “Personal Data” means information relating to an identified or identifiable individual, as defined under applicable data protection laws. “Usage Data” means information relating to the operation, performance, and use of the Services.
6.2. Ownership. As between the Parties, Customer retains all right, title, and interest in Service Data. CAI LLumin retains all right, title, and interest in Usage Data, subject to applicable data protection laws and Customer’s rights in any underlying Service Data.
6.3. Use of Data. Customer grants CAI LLumin a limited, nonexclusive right to access, use, process, reproduce, and disclose Service Data as reasonably necessary to provide, maintain, secure, support, and improve the Services, in accordance with this MSA and applicable law.
6.3.1. Operating the Services. CAI LLumin may receive, collect, access, store and process Service Data as necessary to provide, administer, maintain, secure, and support the Services, in accordance with this MSA and applicable law. CAI LLumin may also use Service Data in an anonymized manner so that it does not identify Customer or any individual, such as conversion to numerical value, to train, develop, and improve machine-learning models that support features and functionality within the Services. CAI LLumin will not disclose any personally identifiable information provided by the Customer.
6.3.2. Communications. CAI LLumin may communicate with Customer and Authorized Users regarding the Services, including to provide, administer, maintain, secure, and support the Services, in accordance with this MSA and applicable law. CAI LLumin may also send product information and promotional communications in accordance with applicable law. Recipients may opt out of promotional communications using the unsubscribe instructions provided or by contacting sales@llumin.com. Opting out of promotional communications will not affect necessary service-related communications.
6.3.3. Improving the Services. CAI LLumin may collect and use Usage Data to analyze performance, maintain and improve the Services, develop new features, and support its business operations. CAI LLumin may disclose aggregated or de-identified Usage Data that does not identify Customer or any individual, subject to applicable law.
6.3.4. Third-Party Integrations. Customer may choose to connect the Services with third-party products or services. By enabling an integration, Customer authorizes CAI LLumin to access, receive, and process information from the applicable third-party service as necessary to provide the requested integration, subject to this MSA and applicable law. Customer is responsible for its use of third-party products and services.
6.3.5. Third-Party Service Providers. CAI LLumin may engage third-party service providers to assist in providing, securing, supporting, and improving the Services. Such third-party service providers may access Service Data (which may include Personal Data) only as reasonably necessary to perform their services and must be subject to appropriate confidentiality, security, and data protection obligations, including safeguards designed to protect the security, confidentiality, and integrity of Service Data.
6.4 Service Data Safeguards. CAI LLumin will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Service Data. CAI LLumin will not sell Service Data or disclose it to third parties except as permitted under this MSA or as required by law.
6.5 Data Return and Deletion. Upon Customer’s written request made within thirty (30) days following expiration or termination of the applicable Services, CAI LLumin will use commercially reasonable efforts to make Service Data available for export, subject to data availability and technical feasibility. Any assistance required to extract or provide Service Data will be subject to CAI LLumin’s then-current professional services rates. Following such thirty (30)-day period, CAI LLumin may delete Service Data in accordance with its retention policies, subject to applicable legal obligations and routine backup retention practices.
7. PRIVACY PRACTICES
7.1. Privacy Policy. CAI LLumin operates the Services and, as applicable, handles Personal Data, pursuant to the privacy policy available at https://llumin.com/privacy-policy/ (“Privacy Policy”).
7.2. Customer as Controller. To the extent CAI LLumin processes Personal Data on behalf of Customer in providing the Services, Customer acts as controller and CAI LLumin acts as processor, or the equivalent roles under applicable data protection laws.
7.3. Hosting and Processing. Unless otherwise agreed in writing, Service Data may be hosted and processed by CAI LLumin and its authorized third-party service providers in the United States or other locations globally where they operate, subject to applicable data protection laws.
7.4. Sub-Processors. Customer acknowledges and agrees that CAI LLumin may use third-party data processors engaged by CAI LLumin who receive Service Data from CAI LLumin for processing on behalf of Customer and in accordance with Customer’s instructions (as communicated by CAI LLumin) and the terms of its written subcontract (the “Sub-Processors”). Such Sub-Processors may access Service Data to provide, secure, and improve the Services. CAI LLumin will be responsible for the acts and omissions of Sub-Processors to the same extent that CAI LLumin would be responsible if CAI LLumin was performing the services directly under the terms of this MSA. CAI LLumin’s current Sub-Processors, if any, are identified in its Privacy Policy, or at such other location on its website as CAI LLumin may designate from time to time. CAI LLumin may update the list from time to time.
8. INTELLECTUAL PROPERTY RIGHTS
Each Party will retain all rights, title and interest in and to its patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (“Intellectual Property Rights”). CAI LLumin exclusively retains all Intellectual Property Rights in and to the Services and all underlying technology, software, components, modifications, updates, improvements, enhancements, and derivative works thereof, whether developed independently or in response to Customer requests or Feedback. Unless expressly agreed otherwise in an applicable Order Form or statement of work, CAI LLumin also retains ownership of all customizations, configurations, and other developments relating to the Services, regardless of whether requested or funded by Customer. No rights are granted to Customer except as expressly provided in this MSA.
Customer grants CAI LLumin a perpetual, irrevocable, worldwide, royalty-free, transferable, and sublicensable license to use, modify, incorporate, and otherwise exploit any suggestions, recommendations, enhancement requests, or other feedback relating to the Services provided by Customer or its Authorized Users (“Feedback”), without restriction or obligation to Customer.
9. REPRESENTATIONS, WARRANTIES, AND DISCLAIMERS
9.1. Authority. Each Party represents that it has validly entered into this MSA and has the legal power to do so.
9.2. Warranties. CAI LLumin warrants that during the applicable Term, the Services will be provided in a professional and workmanlike manner consistent with generally accepted industry standards and that CAI LLumin will not knowingly introduce any viruses or malicious code into the Services. If the Services fail to conform to the foregoing warranties, Customer must promptly provide written notice upon discovery of the nonconformity, describing the issue in reasonable detail. CAI LLumin will have thirty (30) days following receipt of such notice to correct the nonconformity, or such longer period as the Parties may agree in writing. If CAI LLumin is unable to correct the nonconformity within that period, Customer may terminate the affected Services and receive a refund of prepaid Fees for the unused portion of the applicable Term. These are Customer’s sole and exclusive remedies for breach of the foregoing warranties.
The foregoing warranties do not apply to any issues or nonconformities resulting from (a) modifications to the Services made by Customer or any third party without CAI LLumin’s authorization; (b) misuse of the Services or use contrary to CAI LLumin’s documentation or instructions; (c) third-party products, services, software, or integrations not provided or controlled by CAI LLumin; or (d) Customer’s hardware, systems, network, or operating environment.
Any features, capabilities, data entry, or data access functionality outside the scope of the applicable Order Form will be subject to mutually agreed fees and a separate written services agreement.
9.3. Disclaimers. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION AND ANY APPLICABLE SERVICE LEVEL AGREEMENT, THE SERVICES, INCLUDING ALL SERVER AND NETWORK COMPONENTS, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND CAI LLUMIN EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT CAI LLUMIN DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR FREE, AND NO INFORMATION OR ADVICE OBTAINED BY CUSTOMER FROM CAI LLUMIN OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS MSA. THE PARTIES ADDITIONALLY AGREE THAT CAI LLUMIN WILL HAVE NO LIABILITY OR RESPONSIBILITY FOR CUSTOMER’S VARIOUS COMPLIANCE PROGRAMS, AND THAT THE SERVICES, TO THE EXTENT APPLICABLE, ARE ONLY TOOLS FOR ASSISTING CUSTOMER IN MEETING THE VARIOUS COMPLIANCE OBLIGATIONS FOR WHICH IT SOLELY IS RESPONSIBLE.
10. INDEMNIFICATION
10.1. Indemnification by CAI LLumin. CAI LLumin will indemnify and hold Customer harmless from and against any third party claim against Customer alleging that Customer’s use of the Services as permitted by this MSA infringes or misappropriates a third party’s valid patent, copyright, trademark, or trade secret (an “IP Claim”). CAI LLumin will, at its expense, defend such IP Claim and pay damages finally awarded against Customer in connection therewith, including the reasonable fees and expenses of the attorneys engaged by CAI LLumin for such defense, provided that (a) Customer promptly notifies CAI LLumin of the threat or notice of such IP Claim; (b) CAI LLumin will have the sole and exclusive control and authority to select defense attorneys, and defend and/or settle any such IP Claim (however, CAI LLumin will not settle or compromise any claim that results in liability or admission of any liability by Customer without prior written consent); and (c) Customer fully cooperates with CAI LLumin in connection therewith. If use of a Service by Customer has become, or, in CAI LLumin’s opinion, is likely to become, the subject of any such IP Claim, CAI LLumin may, at its option and expense, (i) procure for Customer the right to continue using the Service(s) as set forth hereunder; (ii) replace or modify a Service to make it non-infringing; or (iii) if options (i) or (ii) are not commercially reasonable or practicable as determined by CAI LLumin, terminate Customer’s subscription to the Services and repay, on a pro-rata basis, any Fees previously paid to CAI LLumin for the corresponding unused portion of the Term for such Services. CAI LLumin will have no liability or obligation under this Section with respect to any IP Claim if such claim is caused in whole or in part by (a) CAI LLumin’s compliance with designs, data, instructions, or specifications provided by Customer; (b) modification of the Services by anyone other than CAI LLumin or use of the Services in violation of (i) this MSA, (ii) written instructions provided by CAI LLumin, or (iii) the product features of the Services; or (c) the combination, operation or use of the Services with other hardware or software where a Service would not by itself be infringing. The provisions of this Section state the sole, exclusive, and entire liability of CAI LLumin to Customer and constitute Customer’s sole remedy with respect to an IP Claim brought by reason of access to or use of the Services by Customer, Customer’s agents, or Authorized Users.
10.2. Indemnification by Customer. Customer will indemnify and hold CAI LLumin harmless against any third party claim (a) arising from or related to use of the Services by Customer, Customer’s agents, or Authorized Users in breach of this MSA; or (b) alleging that Customer’s Service Data infringes or misappropriates a third party’s valid patent, copyright, trademark, or trade secret; provided (i) CAI LLumin promptly notifies Customer of the threat or notice of such claim; (ii) Customer will have the sole and exclusive control and authority to select defense attorneys, and defend and/or settle any such claim (however, Customer will not settle or compromise any claim that results in liability or admission of any liability by CAI LLumin without prior written consent); and (iii) CAI LLumin fully cooperates in connection therewith.
11. LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL EITHER PARTY TO THIS MSA, OR THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS OR LICENSORS BE LIABLE TO THE OTHER PARTY OR ANY AFFILIATE FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA (BEING DATA LOST IN THE COURSE OF TRANSMISSION VIA CUSTOMER’S SYSTEMS OR OVER THE INTERNET THROUGH NO FAULT OF CAI LLUMIN), BUSINESS INTERRUPTION, LOSS OF GOODWILL, COSTS OF COVER OR REPLACEMENT, OR FOR ANY TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE LOSS OR DAMAGES, OR ANY OTHER INDIRECT LOSS OR DAMAGES INCURRED BY THE OTHER PARTY OR ANY AFFILIATE IN CONNECTION WITH THIS MSA OR THE SERVICES REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS MSA, AND EXCLUDING THE PARTIES’ INDEMNIFICATION OBLIGATIONS HEREUNDER, EITHER PARTY’S AGGREGATE LIABILITY TO THE OTHER ARISING OUT OF THIS MSA OR THE SERVICES WILL IN NO EVENT EXCEED THE FEES PAID BY CUSTOMER DURING THE TWELVE (12) MONTHS PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE ESSENTIAL PURPOSE OF THIS SECTION AND THE PARTIES INDEMNIFICATION OBLIGATIONS IS TO ALLOCATE THE RISKS UNDER THIS MSA BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE FEES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF CAI LLUMIN WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. CAI LLUMIN HAS RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE CUSTOMER WITH THE RIGHTS TO ACCESS AND USE THE SERVICES PROVIDED FOR IN THIS MSA.
12. MISCELLANEOUS
12.1. Entire Agreement. This MSA, together with all applicable Order Form(s) and any documents expressly incorporated by reference, constitute the entire agreement between the Parties regarding the Services, and supersedes all prior agreements concerning the same subject matter. Any terms or conditions contained in Customer’s purchase orders, vendor registration or procurement portals, acknowledgments, or similar documents are for Customer’s administrative purposes only and will have no force or effect, regardless of whether CAI LLumin acknowledges, accepts, or processes such documents, unless expressly agreed to in writing by an authorized representative of CAI LLumin.
12.2. Assignment. Either Party may, without the consent of the other Party, assign this MSA to any affiliate or in connection with any merger, change of control, or the sale of all or substantially all of such Party’s assets provided that (1) the other Party is provided prior notice of such assignment and (2) any such successor agrees to fulfill its obligations pursuant to this MSA. Subject to the foregoing restrictions, this MSA will be fully binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assigns.
12.3. Severability. If any provision in this MSA is held by a court of competent jurisdiction to be unenforceable, such provision will be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of this MSA will remain in effect.
12.4. Relationship of the Parties. The Parties are independent contractors. This MSA does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties.
12.5. Notices. All notices provided by CAI LLumin to Customer under this MSA must be in writing and may be delivered by email, nationally recognized overnight delivery service courier, or U.S. mail. CAI LLumin may provide notices to Customer using the contact information associated with Customer’s account or applicable Order Form. Notices to CAI LLumin must be sent to legal@caisoft.com or its designated mailing address. Email notices are deemed received upon transmission, provided the sender does not receive an automated delivery failure notification. Notices sent by courier or mail are deemed received upon delivery.
12.6. Governing Law, Jurisdiction, Venue. This MSA will be governed by the laws of the State of Delaware, without reference to conflict of laws principles. Any disputes under this MSA shall be resolved in a court of general jurisdiction in New Castle County, Delaware. Customer hereby expressly agrees to submit to the exclusive personal jurisdiction and venue of such courts for the purpose of resolving any dispute relating to this MSA or access to or use of the Services by Customer, its agents, or Authorized Users.
12.7. Export Compliance. The Services are subject to applicable U.S. export control and economic sanctions laws and regulations, including those administered by the U.S. Department of Commerce and the U.S. Department of the Treasury’s Office of Foreign Assets Control. Customer agrees to comply with all such laws and regulations as they relate to access to and use of the Services. Customer will not access or use the Services if Customer or any Authorized Users are located in any jurisdiction in which the provision of the Services, software, or other components is prohibited under U.S. or other applicable laws or regulations (a “Prohibited Jurisdiction”) and Customer will not provide access to the Services to any government, entity, or individual located in any Prohibited Jurisdiction. Customer represents and warrants that (a) it is not named on any U.S. government list of persons or entities prohibited from receiving U.S. exports, or transacting with any U.S. person; (b) it is not a national of, or a company registered in, any Prohibited Jurisdiction; (c) it will not permit any individuals under its control to access or use the Services in violation of any U.S. or other applicable export embargoes, prohibitions or restrictions; and (d) it will comply with all applicable laws regarding the transmission of technical data exported from the United States and the countries in which it and Authorized Users are located.
12.8. Anti-Corruption. Customer agrees that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of CAI LLumin’s employees or agents in connection with this MSA. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Customer learns of any violation of the above restriction, Customer will use reasonable efforts to promptly give notice to CAI LLumin.
12.9. Publicity and Marketing. Unless expressly and jointly agreed to, CAI LLumin shall not use Customer’s name, trademarks, service marks, emblems or symbols, and shall not issue any publicity releases, including but not limited to, news releases and advertising in any form and medium, relating to the Agreement without the prior consent of Customer.
12.10. Amendments. CAI LLumin may amend this MSA from time to time by posting a revised version online and providing notice to Customer. The revised MSA will supersede prior versions as of its stated effective date. Customer’s continued use of the Services following the effective date may be relied upon by CAI LLumin as acceptance of the revised MSA. CAI LLumin’s failure to enforce any provision of this MSA does not constitute a waiver of that provision or of any other provision of this MSA.
13. RESPONSIBILITY FOR OPERATING ENVIRONMENT
Customer is responsible for maintaining the hardware, software, network infrastructure, and other systems within its control that are necessary to access and use the Services. CAI LLumin is not responsible for issues arising from Customer’s systems or environment. Customer will reimburse CAI LLumin for reasonable support costs incurred in investigating or resolving issues determined to result from Customer’s systems or environment, provided such costs are disclosed to and approved by Customer in advance.
14. IMPLEMENTATION
Customer will designate appropriate personnel to support implementation and onboarding activities, including a project lead to coordinate with CAI LLumin and personnel responsible for technical coordination, testing, training, and operational readiness. Customer will reasonably cooperate with CAI LLumin in completing the implementation activities described in the applicable Order Form or statement of work.