MASTER SERVICES AGREEMENT

Singular Labs, Inc. (“Singular”) provides unified marketing data, intelligent insights, and automation services which aim to enable businesses to administer, measure and monitor their advertising activities. Customer desires to purchase a subscription to Singular’s services as described on the applicable executed Order Form (“Services”).

This Master Services Agreement (“Agreement”) together with executed Order Forms govern Customer’s access and use of the Services. 

This Agreement shall apply to Services rendered to Customer by Singular or to an Affiliate of Customer (“Customer Affiliate“), as set out in an Order Form.  Where appropriate, all references to “Customer” in this Agreement shall be a reference to Customer Affiliate.   In order for an Affiliate to obtain the benefit of any Services, an Order Form shall be entered into with such Affiliate. 

1. Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:
   1. “AI Solutions” (where applicable) means Services that incorporate artificial intelligence (“AI”) and/or machine learning (“ML”) technology.
   2. “Affiliate” means, with respect to any entity, any other entity controlling, controlled by or under common Control with such entity.  
   3. “Attribution Service” means that part of the Services aimed at enabling Customer to track and measure the impact of Customer’s marketing efforts.
   4. “Control” means in relation to a Party, (a) having, directly or indirectly, the power to direct, or cause the direction of, the management and policies of that Party, whether through the ownership of voting securities in that or any other Party, by contract or otherwise; or (b) holding, directly or indirectly, such securities (or other rights) as conferred on the holder thereof the right to exercise more than 50% (fifty percent) of all votes exercisable in general meeting of the members of such Party 
   5. “Customer Application” means one of more mobile software applications of the Customer that (i) are developed to run on iOS, Android, web, PC,   console, or other platforms and (ii) integrate the SDK and Sample Code within them in order to use the Attribution Service via the SDK or Server to Server.
   6. “Customer Data” means all data provided by Customer to Singular in order to provide the Services, such as login information and business information.
   7. “Dashboard” means the user interface for the Services, as described in the Documentation.
   8. “Documentation” means Singular’s published documentation for the SDK and the Services, located at https://support.singular.net/hc/en-us.
   9. “EULA” means the Customer’s end-user license agreement for the Customer Application that meets the Apple Store’s then-current requirements for end-user licenses and Google Play’s then-current requirements for end-user licenses (whichever is applicable).
   10. “Input” means Customer Data uploaded, submitted, or made available to the AI Solutions for processing.
   11. “Intellectual Property Rights” means any patent, copyright, trademark, trade secret, trade dress, inventions, discoveries, technology, know-how, confidential and proprietary information, logos, domain names, corporate names, together with all goodwill associated therewith, derivative works, or other intellectual property rights or proprietary rights arising under the laws of any jurisdiction. 
   12. “Order Form” means an order form executed  by both Parties describing Customer’s permitted access and use of the Services, the Fees for such items, and any other special terms and conditions related thereto, including but not limited to the Initial Order Form included on the first page of this Agreement.  
   13. “Output” means any data, information, results, metadata, or other outputs that are generated, produced, or otherwise created by or through the use of the AI Solutions.
   14. “Sample Code” means software source code included in the SDK that is plainly marked to indicate that it is authorized for inclusion in Customer Applications.
   15. “SDK” means any Singular software development kit that may be distributed at https://singular.zendesk.com/hc/en-us.“User Data” means IDFAs, Android IDs, Google Advertising IDs or equivalents, as well as other information regarding the behavior and usage patterns of end users of Customer Applications, that Customer may make available to Singular, including via the Dashboard or SDK.
       
2. Services.
   1. Provision of Services. Subject to the terms and conditions hereof, Singular allows Customer during the Term to access and use the Services, pursuant to the parameters and metrics specified in the Order Form  and subject to the limitations, capabilities and restrictions detailed in the help center documents posted on https://support.singular.net/hc/en-us. Customer shall use the Services only for its own advertising and promotions and shall not use the Services to provide similar or competing services to any third party. The Dashboard is reserved for the use of Customer’s employees and contractors authorized in writing by Singular, and Customer may not provide access to the Dashboard to any third party. 
   2. Attribution Services. If the Order Form  expressly entitles Customer to use the Attribution Service, then Singular hereby grants to Customer a nonexclusive, worldwide, nontransferable, non-sublicensable license, during the Term, in and to the SDK, solely for Customer to use and copy the SDK in source code form, and to modify the Sample Code, as necessary to create Customer Applications in which the SDK and the Sample Code are integrated; to compile Customer Applications to create object code versions thereof in which the SDK and the Sample Code are integrated; to submit Customer Applications to the Apple Store and Google Play store for approval; and to distribute, directly and via the Apple Store and Google Play store, object code versions of Customer Applications in which the SDK and the Sample Code are integrated, pursuant to EULAs.
   3. Consulting Services. Customer may request to receive from Singular, and Singular may agree to provide to the Customer (in its sole discretion), consulting services related to the use of the Services at Singular’s then-current rates and on Singular’s then-current terms and conditions.
      
3. Registration.
   1. Provide Complete Information. In order to use the Services, Customer will be required to register with Singular. Customer must provide all information as requested by Singular in the registration process and keep such information up to date as may be required from time to time.  
   2. Safeguarding Credentials. Customer is solely responsible for the security of its and its users’ login credentials and will not provide such login credentials to any third party. If Customer believes an unauthorized person has gained access to its or its users’ login credentials, Customer will notify Singular as soon as possible. Customer remains solely responsible and liable for the acts and omissions of its users in complying with the terms of this Agreement. If Customer becomes aware of any violation by any of its users, Customer will immediately terminate such user’s access to the Services.
      
4. Customer Restrictions and Obligations.
   1. Restrictions. Except as set forth expressly herein, Customer shall not, and shall not permit any third party, to (a) reverse engineer or attempt to find the underlying code of the Services; (b) modify the Services, or insert any code or product, or manipulate the Services or their presentation in any way; (c) use the Services in order to develop, or create, or permit others to develop or create, a product or service similar or competitive to the Services; (d) impose an excess load or burden on the Services, (e) circumvent any security or access control measures of the Services (f) offer, license or distribute the Services to any third party, or use the Services as part of a service bureau operation or to provide services on behalf of or for the benefit of any third party, including by way of using any portion of the SDK to provide, or to assist in or further the provision of, any data processing, outsourcing, time-sharing or service-bureau services, or any other services for the benefit of any third party; (g) delete or in any manner alter the copyright, trademark, or other proprietary rights notices or markings that appear on the SDK; or  (h) use any portion of the Services for any illegal or unlawful purpose or activity or in violation of any third-party right.
   2. Lawful Use Only. Customer will only use the Services and the SDK in full compliance with all applicable laws, rules and regulations, and Customer represents and warrants that  Singular’s use of the Customer Data to provide the Services does not and will not violate any third party rights or any applicable laws. 
   3. Measures Against Activity Imposing Excess Load or Burden on the Services. Singular reserves the right to block any network traffic originating from any party that imposes or which Singular reasonably believe may impose, an excess load or burden on the Services, or on our ability to provide the Services, including, but not limited to, third-party advertising services that are sending high-volume impressions or clicks, which could reasonably be considered or suspected as fraudulent (“Block”). In the event Singular Blocks any network traffic, Singular will make commercially reasonable efforts to provide e-mail notification of such to Customer. Singular will make commercially reasonable efforts to limit any Block to a twenty-four (24) hours period. Once Singular institutes a Block, Singular will re-evaluate volumes and all other relevant parameters, and Singular reserves the right to determine, in its sole discretion, whether to extend the Block for additional periods of time. 
   4. Measures Against Fraudulent Use. SINGULAR MAY EMPLOY MEASURES TO DETECT AND PREVENT FRAUDULENT OR ABUSIVE USE OF THE SERVICES, AS WELL AS MISUSE OF THE SERVICES AND THE SDK. SINGULAR MAY SUSPEND OR TERMINATE CUSTOMER’S ACCOUNT AND ACCESS TO THE SERVICES AND THE SDK, WITHOUT PRIOR NOTICE, IF SINGULAR, IN ITS SOLE DISCRETION, BELIEVES THAT CUSTOMER HAS ENGAGED IN FRAUDULENT OR ABUSIVE USE, OR MISUSE, OF THE SERVICES OR THE SDK.
   5. License to Content.  Customer grants Singular a non-exclusive, non-sublicensable, revocable and non-transferable license to access and use the Input and Output (together, “Content”) for the sole purposes of providing and maintaining the AI Solutions and complying with applicable laws for the Term.
      
5. Term and Termination.
   1. Term. This Agreement will be effective as of the Effective Date and will remain in effect during the period set forth in the applicable Order Form (the “Initial Term”), unless earlier terminated in accordance with the provisions set forth herein. Upon expiration of the Initial Term, this Agreement will automatically renew for additional periods equal to the Initial Term (each, a “Renewal Term”) unless (i) earlier terminated in accordance with the provisions set forth herein or (ii) either Party provides written notice of its election not to renew at least sixty (60) calendar days prior to the expiration of the then-current Initial Term or Renewal Term, as applicable (the Initial Term and all Renewal Terms are each a “Term” and collectively, the “Term”). The pricing during any Renewal Term shall not increase any more than the greater of (i) five percent (5%) over the fees for the  previous Term, or (ii) the annualized Consumer Price Index (CPI) rate for the preceding 12 months prior to the month of renewal.
      
   2. Termination for Cause, Insolvency. Either Party will have the right to terminate this Agreement and any Order Form if: (a) the other Party materially breaches this Agreement and such material breach has not been cured within thirty (30) days after written notice of breach to the other Party; or (b) the other Party terminates or suspends its business, makes an assignment for the benefit of creditors, or has wound up or liquidated, voluntarily or otherwise. 
   3. No Termination for Convenience.  Termination for convenience is not permitted during the Initial Term or any subsequent Renewal Term.  If Customer breaches this provision by pursuing termination for convenience during the Term, Customer will not receive a refund of any prepaid fees and will remain responsible for all fees due for the remainder of the Term. 
   4. Effect of Expiration or Termination.  Upon expiration or earlier termination of this Agreement: (a) Customer shall immediately discontinue use of the Services or the SDK, as applicable; (b) the access or license granted hereunder shall immediately terminate; (c) Customer shall delete, destroy, or return all copies of any Singular Confidential Information and, if requested in writing by Singular, certify in writing to Singular that all Singular Confidential Information has been deleted, destroyed or returned; and (d) Singular shall delete, destroy, or return (at Customer’s request) all copies of Customer’s Confidential Information and Customer Data. No expiration or termination will affect Customer’s obligation to pay all undisputed Fees that may have become due before such expiration or termination or entitle Customer to any refund.
   5. Survival.  Any provision of this Agreement, including its exhibits, that, in order to give proper effect to its intent, should survive termination of this Agreement, will survive the termination of this Agreement, including but not limited to Sections 1 (“Definitions”), 4(a) (“Restrictions”), 5(d) (“Effect of Expiration or Termination”), 6 (“Confidentiality”), 8 (“Intellectual Property”), 9(e) (“Payment Obligations Survive”), 10(d) (“Disclaimer”), 11 (“Indemnification”), 12 (“Limitation of Liability”), and 14 (“Miscellaneous”).
      
6. Confidentiality
   1. Confidential Information Defined. As used herein, “Confidential Information” means, subject to the exceptions set forth in the following sentence, any information or data, regardless of whether it is in tangible form, disclosed by either Customer or Singular (the “Disclosing Party”) that the Disclosing Party has either marked as confidential or proprietary, or has identified in writing as confidential or proprietary within thirty (30) days of disclosure to the other party (the “Receiving Party”); provided, however, that a Disclosing Party’s business plans, strategies, technology, research and development, current and prospective customers, billing records, and products or services will be deemed Confidential Information of the Disclosing Party even if not so marked or identified. Singular’s Confidential Information includes, without limitation, the Services, the SDK, and any information related to any of the foregoing. 
   2. Exclusions. Information will not be deemed Confidential Information if such information: (a) is known to the Receiving Party prior to receipt from the Disclosing Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (b) becomes known (independently of disclosure by the Disclosing Party) to the Receiving Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (c) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the Receiving Party; or (d) is developed independently by the Receiving Party without use of any Confidential Information of the Disclosing Party. 
   3. Confidentiality Obligations. Neither Singular nor Customer will disclose, or permit to be disclosed, the other party’s Confidential Information directly or indirectly, to any third party without the other Party’s prior written consent. Both Customer and Singular shall protect the confidentiality of the other Party’s Confidential Information. Notwithstanding any provision of this Agreement, either Party may disclose the other party’s Confidential Information, in whole or in part: (i) to its employees, officers, directors, consultants and professional advisers (e.g., attorneys, auditors, financial advisors, accountants and other professional representatives) or service providers, who have a need to know and are legally bound to keep such Confidential Information confidential by confidentiality obligations or, in the case of professional advisors, are bound by ethical duties to keep such Confidential Information confidential consistent with this Agreement; and (ii) as required by applicable law or by a binding order of a court of competent jurisdiction (in which case each Party, to the extent permissible, will provide the other with prior written notification thereof, will provide such Party with the opportunity to contest such disclosure, and will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law). Any disclosure of Confidential Information pursuant to subsection (ii) above shall not change the confidentiality of the information disclosed.
      
      Both Customer and Singular agree to exercise the same care in protecting the Confidential Information of the other Party from unauthorized use and disclosure as used to protect such Party’s own information, but no less than a reasonable degree of care. In the event of actual or threatened breach of the provisions of this Section, the non-breaching Party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it.
      
7. Customer Data Processing.
   1. Nature of Data Processing. The Services entail processing Customer Data, including from third party advertising services. Except as may otherwise be agreed in writing between the parties, Customer represents and warrants that the Customer Data does not include health, financial, or other sensitive data of individuals. 
   2. Data Processing Addendum. Upon Customer’s execution and return of the data processing addendum available at https://www.singular.net/data-processing-agreement/ (“DPA”), the DPA is  hereby incorporated by reference and shall apply to the extent that Customer provides Personal Data (as defined in the DPA) to Singular as part of receiving Services hereunder. Singular’s privacy practices for the Customer Data are described in Singular Privacy Policy available at https://www.singular.net/privacy-policy.  
   3. Customer Data Backup. Customer understands that Singular is not a data storage service. Customer must make backups of any data provided to Singular, and Singular shall have no liability for any lost or corrupted Customer Data.
      
8. Intellectual Property
   1. Ownership of the Services and SDK. Singular retains all right, title and interest in and to the Services and the SDK, and all software that provides the Services and the SDK, including all Intellectual Property Rights, and any goodwill associated therewith, in and to the Services and the SDK. Except for the limited license granted to Customer to use the Services and the SDK pursuant to this Agreement, Singular reserves all rights in and to the Services and SDK.
   2. Customer’s Feedback. Singular does not request feedback regarding the Services. Notwithstanding the foregoing, if Customer provides Singular with any feedback regarding the Services, Customer hereby fully and irrevocably assigns to Singular all right, title and interest in and to such feedback, and Singular and its Affiliates shall be entitled to use all such feedback without restriction or royalty fees and shall not be subject to any non-disclosure or non-use obligations in respect of such feedback.
   3. Singular Trademarks. Nothing in this Agreement grants any right to, and Customer shall not, make any use whatsoever of any Singular trademark, service-mark, trade dress or other designator of source or origin.
   4. Indicating Customer as a Client. Unless Customer notifies Singular otherwise in writing, Singular may identify Customer as a customer and user of the Services on Singular’s website, mobile application and in other online or offline marketing materials and press releases, and Singular may publish case studies and other marketing materials related to Customer’s use of the Services. Singular acknowledges that Customer’s company name and logo are protected by intellectual property rights. Customer hereby grants Singular a non-exclusive, royalty-free and fully paid up license, during the Term, to use Customer’s name, logo, and website URL, on our website, mobile application and in other online or offline marketing materials relating to the Services. Singular will use this content strictly in accordance with any usage guidelines Customer provides to Singular in advance.
      
9. Fees and Payment
   1. General Payment Terms. The Customer shall make payment to Singular within thirty (30) days of receipt of the applicable invoice, unless otherwise set forth in the applicable Order Form. All such payable amounts are exclusive of all applicable sales, VAT and similar taxes and government charges, and Customer shall make payment to Singular without deduction for and free and clear of any such amounts unless Customer has provided a tax-exempt certificate to Singular. 
   2. Overdue Fees. Failure to settle any overdue fee within ten (10) calendar days of its original due date will constitute a material breach of this Agreement subject to Section 13(b) and, without limiting any remedies available to Singular, Singular may: (i) suspend performance of or access to the Services, until payment is made current and (ii) charge late fee at an interest rate of nine percent (9%) per annum. Customer will reimburse Singular for all legal costs and attorney fees Singular incurs in the course of collecting Customer’s overdue fees.
   3. Currency and Payment Methods. All fees are quoted in US Dollars and will be paid by Customer in US Dollars, unless expressly stated otherwise in the Order Form . Fees are payable by wire transfer, check or major credit cards. Singular may, from time to time, and without specific notice to you, add additional payment methods to the then-current payment methods, or cease to use previously supported payment methods. Customer represents and warrants that Customer is lawfully permitted to use the selected payment method in connection with the Services. Singular may require additional information from Customer, before completing payment transactions. Customer must keep the billing information Customer provides to Singular current, complete, and accurate, and notify Singular promptly in case of any change in Customer’s billing information. By providing any credit card, online account or bank information, Customer authorizes Singular to automatically charge or debit the selected payment method for the full amount due on a recurring basis (if applicable) until Customer notify Singular in writing with an alternative, authorized payment method. Customer must ensure that Customer has sufficient funds or credit (as applicable) associated with the selected method of payment. Customer understands that the amounts charged or debited may vary and that this authorization will remain in effect until the expiration or termination of this Agreement. If a payment is returned from a bank account for insufficient or uncollected funds or for erroneous information, Singular may reinitiate the returned debit to the applicable bank account. Any amounts owed to Singular that cannot be collected by debit may be charged to any backup credit card on file for Customer.
   4. Payment Processing. Payment may be processed and handled through relevant third party payment processors. Any payments processed through third party payment processors are therefore subject not only to this Agreement, but also the terms and conditions of the applicable third party payment processor pursuant to Customer’s agreement with them. Customer acknowledges that such third party payment processors may charge Customer commission. Singular is not responsible for such commission, which is strictly between Customer and the relevant payment processor. Fees that Singular is unable to charge through the payment method Customer provided is deemed an overdue fee. 
   5. Payment Obligation Survive. Unless otherwise expressly stated otherwise, Customer’s payment obligations are non-cancelable and all amounts paid in connection with the Services are non-refundable. Customer is responsible for paying all undisputed fees applicable to Customer’s subscription to the Services, whether or not Customer met the limits, accessed or otherwise benefited from the Services.
      
10. Representations and Warranties; Disclaimers.
    1. Both Parties. Each Party represents and warrants that (i) it is duly organized  and in good standing as a corporation or other legal entity and is authorized or qualified to do business and is in good standing in every jurisdiction in which a license, authorization or qualification is required; (b) it has the authority to enter into and perform its obligations under this Agreement; (c) it is not a party to any agreement with a third party, the performance of which is reasonably likely to affect adversely its ability to perform fully its respective obligations hereunder. 
    2. By Customer. Customer represents and warrants that (i) it has the right to provide Customer Data for the use of the Services, including to analyze such Customer Data and (ii) if Customer provides (or authorizes Singular to receive) Customer Data from any third party source (such as, for example, data from Facebook or Twitter), then Customer will comply with all the terms and conditions applicable to such third party source including, without limitation, any terms and conditions applicable to the provision and receipt of data from such third party source.
    3. By Singular.  Singular represents and warrants that the Services and the SDK shall substantially conform to the applicable Documentation during the Term.  In the event of any breach of this warranty, Customer’s sole and exclusive remedy shall be for Singular, subject to Customer promptly notifying Singular in writing of such failure upon Customer’s discovering of the breach, at its sole option, either: (a) repair or replace the Services, SDK or any non-complying part thereof with a solution that is substantially similar in functionality; or (b) refund the unearned Fees paid for the Services, SDK or any non-complying part thereof, subject to Customer’s ceasing all use of, in Singular’s discretion, the Services, SDK, or any non-complying part thereof and, if requested by Singular, returning to Singular all copies of the Services, SDK, and all parts thereof. 
    4. DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SINGULAR MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING THE SERVICES, REPORTS OR ANALYTICS AND DISCLAIMS ALL EXPRESS OR IMPLIED AND STATUTORY WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, QUALITY, ACCURACY, TITLE, SECURITY, COMPATIBILITY OR PERFORMANCE. ANY ACTIONS TAKEN BY CUSTOMER BASED ON THE ANALYTICS ARE AT CUSTOMER’S SOLE RISK. 
       
11. Indemnification
    1. Customer Indemnification. Customer agrees to indemnify and hold harmless Singular and its Affiliates and their respective directors, shareholders, officers, employees, contractors, successors and assigns upon request and at Customer’s own expense, from, and against, any damages, loss, costs, expenses and payments, including reasonable attorney’s fees and legal expenses, arising from any complaint, claim, plea, or demand brought by a third party in connection with, arising from or otherwise related to (a) any Customer Application, or (b) Customer’s breach or alleged breach of its representations and warranties in this Agreement.
    2. Singular Indemnification. Singular will indemnify and hold harmless Customer and its Affiliates and their respective directors, shareholders, officers, employees, contractors, successors and assigns upon request and at Singular’s own expense, from, and against, any damages, loss, costs, expenses and payments, including reasonable attorney’s fees and legal expenses, arising from any complaint, claim, plea, or demand brought by a third party in connection with, arising from or otherwise related to allegations that the Services, the SDK, or any part thereof, infringe or misappropriate such third party’s Intellectual Property Rights. If such a claim is made or appears possible, Singular shall, at Singular’s sole discretion, modify or replace the Services, SDK, or any part thereof, to make it non-infringing (so long as Customer’s use is not materially impacted), or obtain the right for Customer to continue use.  If Singular determines that neither alternative is reasonably available, Singular may terminate this Agreement, in its entirety or with respect to the affected component or part, effective promptly on written notice to Customer. This Section will not apply to the extent that the alleged infringement arises from: (1) Customer’s use of the Services, SDK or any part thereof in combination with data, software, hardware, equipment, or technology not provided by Singular,  authorized in advance by Singular in writing; or  (2) modifications to the Services, SDK, or any part thereof not made by Singular. THIS SECTION SETS FORTH CUSTOMER’S SOLE REMEDIES AND SINGULAR’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES OR SDK INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
    3. Indemnity Procedure. The Party seeking indemnification (the “Indemnified Party”) will provide the Party obligated to indemnify (the “Indemnifying Party”) with (i) prompt written notice of any indemnifiable claim; (ii) reasonable assistance and cooperation in the defense of such indemnifiable claim and any related settlement negotiations, at the Indemnifying Party’s expense; and (iii) exclusive control over the defense or settlement of such indemnifiable claim, provided, however, that the Indemnifying Party may settle or reach compromise on any such claim without the Indemnified Party’s consent, if and to the extent such settlement or compromise does not impose any liability (monetary, criminal or otherwise) on the Indemnified Party, and further provided that the Indemnifying Party does not settle the indemnifiable claim in any manner prejudicial to the Indemnified Party. The Indemnified Party will have the right to participate, at its own expense, in the defense (and related settlement negotiations) of any indemnifiable claim with counsel of its own selection.
       
12. LIMITATION OF LIABILITY
    1. NEITHER PARTY SHALL HAVE ANY LIABILITY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES, ARISING OUT OF OR RELATING TO THE SERVICES OR THE ARRANGEMENTS CONTEMPLATED HEREIN, INCLUDING IN RESPECT OF LOST PROFITS, LOST BUSINESS OPPORTUNITIES OR LOST DATA, WHETHER LIABILITY ARISES IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OF LIABILITY. 
    2. IN NO EVENT SHALL THE LIABILITY OF SINGULAR OR ITS AFFILIATES OR ANY OF THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, SUCCESSORS OR ASSIGNS) FOR THE PROVISION OF THE SERVICES OR UNDER ANY PROVISION OF THIS AGREEMENT EXCEED THE AMOUNT OF PAYMENT RECEIVED BY SINGULAR FROM CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE APPLICABLE CLAIM, WHETHER LIABILITY ARISES IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OF LIABILITY. 
    3. THE ABOVE EXCLUSIONS AND LIMITATIONS OF LIABILITY SHALL NOT APPLY TO ANY INDEMNIFICATION OBLIGATIONS, BREACH OF CONFIDENTIALITY, OR INFRINGEMENT OR VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS.
       
13. Force Majeure. Each Party shall be excused from performance hereunder, except with regard to payment obligations, to the extent that the failure to perform such obligation is due to a Force Majeure Event. A “Force Majeure Event” means any circumstance not within the reasonable control of the party affected, but only if and to the extent that (i) such circumstance, despite the exercise of reasonable diligence, cannot be prevented, avoided or removed by such party, and (ii) such circumstance materially and adversely affects the ability of the Party to perform its obligations hereunder. If a Force Majeure Event continues for more than thirty (30) days, either party may terminate this Agreement upon written notice.
    
14. Miscellaneous
    1. Order of Precedence. In the event of any conflict between this Agreement and the Order Form , the Order Form  shall govern unless expressly stated otherwise in the Order Form. 
    2. Entire Terms. This Agreement, any executed Order Form, and if signed, the DPA,  constitute the entire agreement between the parties regarding the subject matter hereof and supersedes any and all other agreements between the parties, whether written or oral, regarding the subject matter hereof. 
    3. Amendments. This Agreement may not be modified or amended except in a writing executed by both Parties. 
    4. Waivers. A waiver of any default hereunder or of any of the terms and conditions of this Agreement shall not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition but shall apply solely to the instance to which such waiver is directed. 
    5. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and addressed to the Parties at the addresses set forth in this Agreement (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery; nationally recognized overnight courier (with all fees pre-paid); email (with confirming reply email acknowledging receipt); or certified or registered mail (in each case, return receipt requested, postage pre-paid).  Except as otherwise provided in this Agreement, a Notice is effective only: (a) upon receipt by or delivery to the receiving Party, or ten days after deposit in the mail, whichever is sooner; and (b) if the Party giving the Notice has complied with the requirements of this Section.  
    6. Assignment. Singular may, upon notice to Customer, assign its rights or obligations pursuant to this Agreement to a relevant third party as part of a merger or acquisition of Singular or its business activities relating to the performance of this Agreement. By virtue of such assignment, the assignee assumes all Singular’s performance, obligations, rights and duties under this Agreement, and Singular is irrevocably released from them. Customer agrees not to assign any rights under this Agreement; any attempted assignment shall be null and void. 
    7. Unenforceable Terms. If any part of this Agreement shall be invalid or unenforceable, such part shall be interpreted to give the maximum force possible to such terms as possible under applicable law, and such invalidity or unenforceability shall not affect the validity or enforceability of any other part or provision of this Agreement which shall remain in full force and effect. 
    8. Governing Law and Venue. If the Customer is located in the United States, this Agreement shall be governed by and construed in accordance with the internal laws of  the State of California (without reference to the conflicts of law provisions thereof that would require the application of the law of any other jurisdiction). If the Customer’s principal place of business is in any other country other than the United States, this Agreement shall be governed by and construed in accordance with the internal laws of England and Wales.  Any dispute, controversy or claim arising under, out of or relating to this Agreement and any subsequent amendment or update to this Agreement shall be exclusively referred to and finally determined only in a court of competent jurisdiction located in San Francisco, California (if the Customer is in the United States) or in London, England (if the Customer is located in any country other than the United States) (each a “Court”) and both Parties agree that neither of them shall object to the jurisdiction of any such Court based upon an argument of lack of jurisdiction, improper venue, forum non conveniens or any other grounds, and hereby submit themselves to the jurisdiction of any Court. EACH PARTY HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY AND CONSENTS TO A BENCH TRIAL WITH THE APPROPRIATE JUDGE ACTING AS THE FINDER OF FACT.