Master Subscription Agreement

This Master Subscription Agreement permits Customer (the party identified as the customer in the applicable Order Form) to purchase access to the Services provided by Leapowers, Inc. and its Affiliates, including Clari Inc., (collectively, "Leapowers"), as set forth in an order agreement (or other ordering document agreed to by the parties) (each an "Order Form"). This Agreement sets forth the terms and conditions under which the Services will be procured and used by Customer. The Agreement includes this Master Subscription Agreement, DPA, Policies, and any and all Order Forms and statements of work executed by the parties (collectively, the "Agreement").

Accepted and agreed as of the date the Order Form has been entered into by the parties (the "Effective Date").

1. SERVICES

1.1 Provision of Services. During the Subscription Term, Customer and its End Users may access and use the Services only for its internal business purposes and in accordance with this Agreement and the Documentation. Leapowers will provide the Services in accordance with this Agreement, including the Leapowers Service Level Agreement for Services offered by Leapowers, Inc., and the Clari Service Level Agreement for Services offered by Clari Inc.

1.2 Data Exchange. The Services allow Customer to import data from and export data to Customer's own Third-Party Services. Customer authorizes Leapowers to access and exchange Customer Data with the Third-Party Services on Customer's behalf. Customer's use of Third-Party Services is not subject to this Agreement and is instead provided under Customer's agreement with the Third-Party Services provider. If Customer uses a Third-Party Service, Leapowers has no liability for the Third-Party Services, including the Third-Party Service's access to, use, provision, modification, security or deletion of Customer Data.

1.3 Supplemental Data. The Services include optional features permitting Customer to access and use certain business, contact, or other information sourced or generated from third-party data providers, publicly available sources, or proprietary features of the Services ("Supplemental Data"). Supplemental Data is not Customer Data or Customer Confidential Information. Supplemental Data is provided "as is". Customer is solely responsible for ensuring that its access and use of Supplemental Data complies with applicable laws. For the avoidance of doubt, Supplemental Data does not include data and information submitted to the Services by Customer via Third-Party Services.

1.4 Security and Privacy. Leapowers will implement and maintain an industry-standard information security program with administrative, physical and technical safeguards designed to protect the Services and Customer Data, as described in the Security Addendum. Each party agrees to comply with the DPA, which is incorporated into this Agreement.

1.5 Software. If Leapowers provides any Software hereunder, Leapowers grants Customer a limited, non-exclusive right during the Subscription Term to use such Software (in object code form only) solely to help access and use the Services.

1.6 Changes. Leapowers may change or update the Services from time to time. If any changes materially reduce the overall functionality of the Services as described in the Documentation, Customer may submit a warranty claim to Leapowers within sixty (60) days of such changes, and Leapowers will use reasonable efforts to restore such functionality. If Leapowers cannot do so within sixty (60) days of Customer's claim, as its exclusive remedy, Customer may terminate the non-conforming Services, and Leapowers will provide Customer with a pro rata refund of fees paid in advance for the terminated portion of the applicable Subscription Term for such Services.

1.7 Implementation Services. The parties may enter into a mutually executed statement of work ("SOW") describing training or configuration and/or implementation of the Services. Leapowers will be responsible for the provision of the services specified in the SOW.

1.8 Future Functionality. Customer agrees that it has not relied on the availability of any future functionality of the Service or any other future product or service in executing this Agreement or any Order Form.

1.9 Affiliate Orders. A Customer Affiliate may sign its own separate Order Form as mutually agreed with Leapowers referencing this Agreement. The Order Form then creates a separate agreement between the Affiliate of Customer and Leapowers that incorporates this Agreement. The Customer Affiliate is then "Customer" under its agreement. Neither Customer nor any Affiliate of Customer has any rights or obligations under each other's agreement with Leapowers. Affiliates of Customer may also access and use the Services as End Users under Customer's Agreement.

1.10 Support. During the Subscription Term, Clari Inc. will provide support services to Customer as described in the Clari Support Policy for Services offered by Clari Inc., and Leapowers, Inc. will provide support services to Customer as described in the Leapowers Support for Services offered by Leapowers, Inc.

2. CUSTOMER'S USE OF THE SERVICES

2.1 Subscriptions. Except as set forth in an Order Form, the Services are made available as subscriptions and additional End Users may be added during the Subscription Term at the same price applicable to that subscription type, prorated for the remainder of the then-current Subscription Term.

2.2 Customer Responsibilities. Customer and End Users will only use the Services in accordance with this Agreement. Customer is responsible for any use of the Services through its account, including all use of the Services by Customer's End Users. Customer is responsible for designating one or more administrators for its Services account ("Administrators"), maintaining updated Administrator contact information, and managing access to Administrator accounts. Customer is responsible for maintaining secure access by End Users to the Services. Customer may not permit sharing of End User accounts and passwords.

2.3 CRM Modifications. The performance of the Services as described in this Agreement is dependent on the configuration of certain Third-Party Services (a "Configured Third-Party Service"), such as Customer's CRM instance. After Leapowers implements the Services for Customer based on the configuration of a Configured Third-Party Service, Customer may not modify or otherwise change such Configured Third-Party Service without prior authorization from Leapowers, as this may cause the Services to malfunction and not operate as intended. Before making any changes to any Configured Third-Party Service, Customer agrees to notify Leapowers and work with Leapowers in order to ensure any such potential changes will not disrupt the performance of the Services. Customer acknowledges and agrees that in the event Customer modifies or changes any Configured Third-Party Service without prior authorization by Leapowers, the Services may not function as intended under this Agreement, including in accordance with the Documentation under Section 7.1(a) (Leapowers Warranties), and Leapowers will have no liability for the Service's performance in accordance with the Documentation under Section 7.1(a) (Leapowers Warranties).

2.4 Compliance. Customer represents and warrants that it has obtained any consents and will comply with applicable laws in its use of the Services, including as necessary to allow Leapowers to process, use, store and transfer Customer Data under this Agreement.

2.5 Usage Limits. Use of the Services may be subject to usage limits, if any (such as seat limitations, data usage limitations, or transaction quantity limitations), set forth in the Order Form or the Documentation ("Usage Limits"). Customer agrees to comply with such Usage Limits and that Leapowers may monitor such compliance within the Services.

2.6 Restrictions. Customer will not (and will not permit any third party to): (a) reverse engineer, decompile, disassemble, scrape, data mine, or otherwise attempt to discover the source code or underlying ideas or algorithms of the Services, (b) modify or create derivative works based on the Services, (c) copy, rent, lease, sell, distribute, sublicense, or time-share the Services, or otherwise use the Services for the benefit of a third party, (d) remove or alter proprietary notices from the Services, (e) use the Services to create any other competitive product or service, (f) breach or circumvent any security or authentication measures of the Services, (g) interfere with or disrupt any part of the Services, (h) submit viruses, worms, Trojan horses, corrupted files, or other destructive content to the Services, or (i) use the Services other than in accordance with this Agreement and the Documentation, such as generating spam email campaigns.

2.7 Suspension. Without limiting Leapowers's other rights hereunder, Leapowers may suspend Customer's or an End User's right to use the Services if (a) Customer's or End User's use of the Services poses a security risk to, or may adversely affect the Services, Leapowers's systems or infrastructure, or a third party, (b) Customer is delinquent on its payment obligations hereunder, or (c) Customer is in material breach of this Agreement. Except in exigent circumstances, Leapowers will provide Customer prompt notice of any impending suspension and provide Customer a commercially reasonable opportunity to cure any issue prior to suspending Customer's or an End User's right to use the Services. Once Customer resolves the issue requiring suspension, Leapowers will promptly restore Customer's or the End User's right to use the Services.

2.8 Prohibited Use. Customer agrees that it will not submit any Prohibited Data to the Services or use the Services for any High-Risk Activities. The Services are not intended to comply with HIPAA, and Leapowers is not a Business Associate under HIPAA. Notwithstanding anything to the contrary herein, Leapowers has no liability for Prohibited Data or Customer's use of the Services with High-Risk Activities.

2.9 Trials, Early Access and Free Tiers Programs. If Customer receives access to the Services or functionality on a free or trial basis, including early access programs, beta testing, free tier, pilot, limited release, developer preview, non-production, evaluation, or similar service (the "Trials Programs"), use is permitted only for Customer's internal evaluation during the period determined by Leapowers. Trials Programs are optional, are provided at Leapowers's sole discretion (subject to Customer's enrollment into any such program on the Leapowers Trials Programs online registration portal, or via a Leapowers-approved registration process, or expressly on a mutually executed Order Form), and either party may terminate Trials Programs at any time for any reason. Trials Programs may be inoperable, incomplete, or include access to limited features. Notwithstanding anything else in this Agreement, Leapowers provides Trials Programs "AS IS", without warranty, indemnity, Clari SLA or Leapowers SLA, or support, and will have no liability for Trials Programs.

3. INTELLECTUAL PROPERTY RIGHTS

3.1 Reservation of Rights. Except for Customer's use rights granted in Section 1.1, Leapowers and its licensors own and reserve all right, title and interest, including all intellectual property rights, in and to the Services.

3.2 Customer License. With respect to Customer Data, Customer grants Leapowers a non-exclusive, worldwide license and right to host, use, transfer, copy, modify, transmit and display Customer Data to provide the Services (as well as any services provided to Customer under a SOW), and in an aggregated and anonymized form in order to provide, maintain and improve the Services.

3.3 Feedback. If Customer provides Leapowers with any suggestions for improvement or enhancement, recommendations, or other feedback with respect to the Services (collectively, "Feedback"), Customer grants Leapowers a perpetual, irrevocable, royalty-free, paid-up, sublicensable, right and license to use, display, reproduce, distribute and otherwise exploit Feedback for any purposes. Leapowers agrees that (i) Customer does not have to provide Feedback, and (ii) all Feedback is provided "AS IS".

3.4 Customer List. Leapowers may use Customer's name, logo and marks to identify Customer as a Leapowers customer on Leapowers's website and in other marketing materials and may verbally reference Customer as a customer of Leapowers.

4. FEES AND PAYMENT

4.1 Fees. Customer agrees to pay Leapowers the fees for the Services set forth in the Order Form. All payments are due in U.S. dollars unless otherwise indicated on the Order Form or invoice. Customer is responsible for providing complete and accurate billing and contact information to Leapowers and updating Leapowers of any changes. Except as expressly set forth herein, all fees paid are non-refundable and not subject to set-off.

4.2 Invoicing and Payment. Unless otherwise expressly set forth in an Order Form or SOW, all fees are non-cancelable, will be invoiced in advance and are due within thirty (30) days from the date of Leapowers's invoice. If Customer provides Leapowers with credit card information for payment, Customer authorizes Leapowers to charge the credit card for the Services listed in the Order Form for the Subscription Term, or for additional subscriptions added to the Subscription Term. If Customer requires the use of a purchase order or purchase order number, Customer (a) must provide the purchase order number at the time of purchase, and (b) agrees that any terms and conditions on a Customer purchase order will not apply to this Agreement and are void.

4.3 Late Payments. Past due amounts are subject to a finance charge of 1.5% per month (or, if less, the highest rate permitted by law) from the payment due date until paid in full, and Customer agrees to reimburse Leapowers for all reasonable costs of collection (including attorneys' fees).

4.4 Taxes. Customer is responsible for all taxes that apply to its Order Forms, except those directly relating to Leapowers's net income, gross receipts, or capital stock. Leapowers will invoice Customer for sales tax when required to do so and Customer will pay the tax unless Customer provides Leapowers with a valid tax exemption certificate authorized by the appropriate taxing authority.

5. TERM AND TERMINATION

5.1 Agreement Term. The Agreement begins on the Effective Date and will remain in effect until terminated as set out below.

5.2 Termination. Either party may terminate this Agreement on thirty (30) days' prior written notice if there are no Order Forms in effect. Unless otherwise expressly stated in an Order Form, all multi-year subscriptions are committed for the entire duration of the Subscription Term (even if payable in annual installments). Either party may also terminate this Agreement and any then-current Order Form if (a) the other party is in material breach of the Agreement and fails to cure that breach within thirty (30) days after receipt of written notice (provided that, the notice must provide sufficient detail regarding the breach and expressly state the intent to terminate if not cured), or (b) the other party ceases its business operations or becomes subject to insolvency proceedings.

5.3 Effect of Termination. If this Agreement is terminated as authorized hereunder, all Order Forms will terminate. If this Agreement is terminated by Customer pursuant to Sections 1.5 or 5.2(a) or (b), or by Leapowers as set forth in Section 8.1, Leapowers will refund to Customer a pro rata portion of all fees paid in advance for the remainder of the applicable Subscription Term. If this Agreement is terminated or otherwise expires (a) the rights granted by one party to the other will cease immediately except as otherwise set forth in this Section 5.3, (b) upon request made by Customer within ninety (90) days after the effective date of termination or expiration of the Subscription Term, Leapowers will make Customer Data available to Customer for export or download, (c) after ninety (90) days Leapowers will have no obligation to maintain any Customer Data, and (d) the following Sections will survive: 3 (Intellectual Property Rights), 4 (Fees and Payment), 5.3 (Effect of Termination), 6 (Confidentiality), 7 (Warranties and Disclaimers), 8 (Indemnification), 9 (Limitation on Liability), 10 (Governing Law and Disputes), 11 (General) and 12 (Definitions).

6. CONFIDENTIALITY

6.1 Definition of Confidential Information. "Confidential Information" means any information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party") under this Agreement that is marked as confidential or should be considered confidential to a reasonable person under the circumstances. Leapowers's Confidential Information includes the terms and conditions of this Agreement, the Services, Documentation, and any technical or performance information about the Services. Customer's Confidential Information includes Customer Data. Confidential Information will not include any information that the Receiving Party can prove by credible evidence (a) is or becomes public through no fault of the Receiving Party, (b) was rightfully possessed or known to the Receiving Party prior to receipt from the Disclosing Party, (c) is obtained by the Receiving Party from a third party not under an obligation of confidentiality, or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

6.2 Obligations. The Receiving Party will (a) protect the Disclosing Party's Confidential Information using the same degree of care it uses to protect its own confidential information but no less than a reasonable degree of care, (b) not use the Disclosing Party's Confidential Information for any purpose outside of the scope of this Agreement, and (c) except as authorized or directed by Customer to provide Confidential Information to a Third-Party Service, limit access to the Disclosing Party's Confidential Information to its and its Affiliates' employees, agents and contractors who need access to the Confidential Information for the purpose of this Agreement, and who have agreed to confidentiality obligations no less protective than those in this Agreement, and provided it remains responsible for their compliance with this Agreement. Either party may disclose this Agreement and any Order Forms to its advisors and potential investors and acquirers (subject to reasonable confidentiality obligations).

6.3 Compelled Disclosure. Each party may disclose the other party's Confidential Information when required by law or regulation so long as the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure, to the extent legally permitted, and reasonable assistance at the Disclosing Party's cost to contest or limit the disclosure. If the Receiving Party is compelled to disclose the Confidential Information, the Receiving Party will disclose the minimum extent of Confidential Information necessary.

6.4 Remedies. If the Receiving Party discloses or uses, or threatens to disclose or use, any of the Disclosing Party's Confidential Information in breach of this Section 6, in addition to any other available rights and remedies, the Disclosing Party shall have the right to seek appropriate equitable relief to enjoin such acts.

7. WARRANTIES AND DISCLAIMERS

7.1 Leapowers Warranties. Leapowers represents and warrants to Customer that (a) the Services will materially comply with the Documentation, (b) the Services will be provided in a professional and competent manner in accordance with industry standards, (c) the Services provided hereunder are and will be in compliance with all applicable federal, state and local laws and government rules and regulations, and (d) the Services will not cause any viruses, worms, time bombs, Trojan horses or other harmful, malicious or destructive code to be installed or introduced on Customer's computer, telecommunication or other information systems.

7.2 Customer Data. Customer is responsible for its Customer Data, and represents and warrants that it owns all right, title and interest, or possesses sufficient license rights, in and to the Customer Data as may be necessary to permit the use contemplated under this Agreement.

7.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 7, THE SERVICES ARE PROVIDED "AS IS". Leapowers MAKES NO OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED BY LAW, STATUTORY OR OTHERWISE REGARDING THE SERVICES, ANY OUTPUT FROM THE SERVICES, OR ANY OTHER SUBJECT MATTER OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING Leapowers'S EXPRESS OBLIGATIONS UNDER THE CLARI SLA OR Leapowers SLA, Leapowers DOES NOT WARRANT THAT CUSTOMER'S USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

8. INDEMNIFICATION

8.1 Indemnification by Leapowers. Leapowers will defend Customer from and against all third-party claims, lawsuits, actions and demands arising out of an allegation that the Services infringe or misappropriate any patent, copyright, trademark or trade secret of such third party, and will indemnify and hold Customer harmless from all reasonable attorneys' fees incurred and damages and other costs awarded in a final judgment, or amounts paid in a settlement consented to as set forth in Section 8.3. In no event will Leapowers have obligations or liability under this Section arising from (a) use of the Services in a modified form or in combination with materials or technology not furnished by Leapowers, or (b) any content, information, or data provided by Customer, End Users, or other third parties, or (c) Trials Programs. For any claim covered by this Section, Leapowers will, at its election, (i) procure the rights to use the portion of the Services alleged to be infringing, or (ii) replace or modify the alleged infringing portion of the Services with a non-infringing alternative, or (iii) terminate this Agreement and provide Customer with a refund as set forth in Section 5.3.

8.2 Indemnification by Customer. Customer will defend Leapowers and its Affiliates from and against all third-party claims, lawsuits, actions and demands arising out of an allegation regarding (a) Customer Data, or (b) use of the Services by Customer or End Users in violation of this Agreement, and will indemnify and hold Leapowers and its Affiliates harmless from all reasonable attorneys' fees incurred and damages and other costs awarded in a final judgment, or amounts paid in a settlement consented to as set forth in Section 8.3.

8.3 Procedures. The indemnifying party's indemnity obligations are contingent on the indemnitee providing the indemnifying party with (i) prompt written notice of all claims and threats thereof (but failure to do so will not reduce the indemnifying party's indemnity obligations except to the extent it is materially prejudiced by such failure), (ii) sole and exclusive control of all defense and settlement activities, and (iii) all reasonably requested assistance with respect thereto at the indemnifying party's expense for reasonable costs. Any settlement requiring the indemnitee to admit liability will require that party's prior written consent, such consent not to be unreasonably withheld or delayed. The indemnitee may participate in the defense with its own counsel at its own expense. THE INDEMNITIES ABOVE ARE A PARTY'S ONLY REMEDY UNDER THIS AGREEMENT FOR VIOLATION BY THE OTHER PARTY OF A THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS.

9. LIMITATION ON LIABILITY

9.1 Limitation on Indirect Liability. EXCEPT FOR EXCLUDED CLAIMS, NEITHER PARTY (NOR ITS AFFILIATES' OR SUPPLIERS') WILL BE LIABLE TO THE OTHER PARTY (OR ANY THIRD PARTY) IN CONNECTION WITH THIS AGREEMENT FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, RELIANCE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOSS OF USE, OR LOSS OF BUSINESS OR PROFITS), EVEN IF FORESEEABLE.

9.2 Liability Cap. EXCEPT FOR EXCLUDED CLAIMS, NEITHER PARTY'S (NOR ITS AFFILIATES' OR SUPPLIERS') LIABILITY IN CONNECTION WITH THIS AGREEMENT WILL EXCEED, IN THE AGGREGATE, THE AMOUNT CUSTOMER HAS PAID OR IS PAYABLE TO Leapowers FOR THE THEN-CURRENT ANNUAL SUBSCRIPTION TERM.

9.3 Excluded Claims. This Section 9 will not apply to (i) a party's infringement of the other party's intellectual property rights, (ii) either party's willful breach of Section 6 (Confidentiality), or (iii) Customer's payment obligations under an Order Form (the "Excluded Claims").

9.4 Application. This Section will apply regardless of the form of action, whether in contract, tort, strict liability or otherwise, and will survive and apply even if a remedy otherwise fails of its essential purpose.

10. GOVERNING LAW AND DISPUTES

10.1 Governing Law. This Agreement will be governed by the laws of the State of California, without regard for any conflict of law provisions.

10.2 Arbitration. Other than with respect to Customer's payment obligations, all disputes in connection with this Agreement will be subject to final and binding arbitration in accordance with the rules and procedures of the American Arbitration Association. To the extent the expedited rules and procedures are available, they will be used. The arbitration will take place in Santa Clara County in the English language. Notwithstanding the foregoing, claims for injunctive or other equitable relief may be brought by either party, immediately at any time, in court. If a claim cannot legally be arbitrated (as determined by the arbitrator), or is brought pursuant to the preceding sentence, Leapowers and Customer consent to the exclusive jurisdiction and venue of the federal or state courts located in Santa Clara County, California.

11. GENERAL

11.1 Entire Agreement. All attachments to this Agreement, SOWs, and Order Forms executed by the parties are hereby incorporated into this Agreement by reference. This Agreement constitutes the entire agreement between Customer and Leapowers with respect to the subject matter of this Agreement and supersedes any prior or contemporaneous agreements whether written or oral, including any non-disclosure agreements. Except as otherwise set forth in this Agreement, no modification, amendment, or waiver of any provision of this Agreement will be effective unless set forth in writing and signed by each party's authorized representative. Leapowers may modify the Policies to reflect ongoing business and development practices, but any such modifications will not materially decrease Leapowers's obligations during a Subscription Term. If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: the Order Form, the SOW, the Agreement, and the Documentation. If a court of competent jurisdiction finds any term of this Agreement to be unenforceable, the unenforceable term will be modified to reflect the parties' intention and only to the extent necessary to make the term enforceable. The remaining provisions of the Agreement will remain in effect.

11.2 Notices. Notices must be sent by first class mail or overnight courier to the address of the party specified on the Order Form, or such other address as either party may specify in writing and are deemed given when received. Non-legal notices to Customer may also be sent to the applicable Administrator account email address and are deemed given when sent. Notices to Leapowers must be sent to Leapowers LTD, Attn: Legal Department, , with a copy emailed to [email protected].

11.3 Assignment. Neither party may assign or transfer this Agreement without the other party's written consent; provided that, either party may, without consent, assign this Agreement to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any other attempt to transfer or assign this Agreement is void. Subject to the restrictions in this Section, this Agreement will be binding upon and inure to the benefit of the parties and their respective successors and assigns.

11.4 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, joint venture, or agency relationship between the parties.

11.5 Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement.

11.6 Construction. Any ambiguity in the Agreement will be interpreted equitably without regard to which party drafted the Agreement. "Including" and "include" will be construed to mean "including without limitation."

11.7 Force Majeure. Except for payment obligations, neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, labor disputes, governmental action, utilities failures, and Internet disturbance) beyond its reasonable control.

11.8 Waiver. No failure or delay by either party in exercising a right under this Agreement will constitute a waiver of that right. A waiver of a default is not a waiver of any subsequent default.

11.9 Subcontractors. Leapowers may use subcontractors which may exercise Leapowers's rights under this Agreement, provided that Leapowers is responsible for any such subcontractors' compliance with this Agreement.

11.10 Export Compliance. The Services may be subject to export restriction laws and regulations in the U.S. and any other applicable jurisdiction and Customer is responsible for compliance regarding Customer's and its End Users' use of the Services. Customer will not permit End Users to use the Services from a U.S. embargoed country.

11.11 Dialer and Messenger Plans. Where Customer purchases Services provided by Leapowers, Inc., enabling Customer to use features to make calls or send text messages to its customers or prospective customers, the additional terms in the Dialer and Messenger Plans Addendum (available here) shall apply.

12. DEFINITIONS

12.1 "Affiliate" means any entity that owns or controls, is owned or controlled by, or is under common ownership or control with a party, where "ownership" means the ownership of fifty percent (50%) or more of an entity's voting equity securities or other equivalent voting interests, and "control" means the ability to direct the management and policies of an entity.

12.2 "Clari Service Level Agreement" or "Clari SLA" means the Clari Service Level Agreement, .

12.3 "Clari Support Policy" means the Clari Support Policy, available here.

12.4 "Customer Data" means data and information submitted to the Services by Customer or its End Users, including data and information submitted to the Services from Third-Party Services authorized by Customer.

12.5 "Documentation" means any Clari-provided written documentation, usage guidelines and standard technical documentation, including the Leapowers, Inc. information and materials .

12.6 "DPA" means the Data Processing Addendum, .

12.7 "End Users" means users of the Services under Customer's account. End Users may include, but are not limited to, for example, Customer's and its Affiliates' employees, agents and consultants.

12.8 "High-Risk Activities" means activities where Customer's use of the Services, or failure of the Services could lead to death, personal injury, or environmental damage, including but not limited to nuclear facilities and emergency services.

12.9 "Initial Subscription Term" means the term for the applicable Services starting on the subscription start date set forth on Customer's first Order Form and continuing for the period set forth in that Order Form.

12.10 "Policies" means the Security Addendum, the Clari Support Policy, Leapowers Support, the Clari SLA and the Leapowers SLA.

12.11 "Prohibited Data" means (a) patient, medical or other Protected Health Information (PHI) governed by the Health Insurance Portability and Accountability Act (HIPAA), or (b) information regulated under the Children's Online Privacy Protection Rule (COPPA), or (c) the Gramm-Leach-Bliley Act.

12.12 "Leapowers Service Level Agreement" or "Leapowers SLA" means the Leapowers Service Level Agreement, .

12.13 "Leapowers Support" means Leapowers's standard support, as set forth in the Documentation, .

12.14 "Services" means the services and products, as modified from time to time, ordered by Customer under an Order Form, or otherwise provided by Leapowers to Customer under this Agreement. The Services also include the Software and Documentation but do not include Third-Party Services.

12.15 "Software" means any Leapowers client software, scripts, apps, or other code Leapowers provides to Customer for Customer to use with the Services.

12.16 "Security Addendum" means the Leapowers Security Addendum, .

12.17 "Subscription Term" means the Initial Subscription Term and any renewal terms for the Services.

12.18 "Third-Party Service(s)" means products or services offered by a third party that interoperate with the Services for which Customer has an account and has connected the account with the Services.