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C1.ai

Master Subscription Agreement

Updated on August 1, 2026

MASTER SUBSCRIPTION AGREEMENT

PLEASE READ THESE TERMS CAREFULLY. BY EXECUTING, SUBMITTING, ACCEPTING, OR OTHERWISE AGREEING TO A WRITTEN ORDER, INCLUDING ANY ONLINE PAYMENT PAGES, THAT REFERENCE THIS MASTER SERVICES AGREEMENT (“AGREEMENT”), OR BY ACCESSING OR USING SERVICES PROVIDED BY C1, INC. ("C1”) IN ANY MANNER, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE: (A) READ, UNDERSTAND, AND AGREE TO BE BOUND BY ANY ORDER, THIS AGREEMENT, AND ANY OTHER TERMS, CONDITIONS, POLICIES, AND DOCUMENTS THAT ARE INCORPORATED HEREIN BY REFERENCE; AND (B) THE ORGANIZATIONAL AND LEGAL AUTHORITY TO ACCEPT THESE TERMS ON BEHALF OF THE CUSTOMER IDENTIFIED IN THE APPLICABLE ORDER (COLLECTIVELY, WITH ITS AFFILIATES, “CUSTOMER”).

  1. DEFINITIONS
    1. “AI Access Management” means C1’s separately charged, C1-hosted security product that intermediates and secures Customer-authorized model context protocol, agentic, API, and similar application-to-application or AI-agent-initiated requests and downstream communications, in each case as described in the applicable Order or Documentation.
    2. “Affiliate” means a legal entity that controls, is controlled by, or is under common control with a party, where “control” is defined as owning more than 50% of the voting shares of such entity.
    3. “Agreement” means this Master Subscription Agreement together with any exhibits and any Order(s).
    4. “Authorized User” means any user that Customer authorizes to use the Services through Customer.
    5. “Confidential Information” means any business or technical information disclosed by one party to the other party, including Customer Data, provided it is identified as confidential at the time of disclosure or that under the circumstances, a person exercising reasonable business judgment would understand it to be confidential or proprietary.
    6. “Customer Data” means the data and information, scripts, and prompts input or uploaded into the Services by Customer or Authorized Users but excludes Usage Data.
    7. “Intellectual Property Rights” means patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, moral rights, know-how, and any other intellectual property rights recognized in any country or jurisdiction.
    8. “Order” means the document that Customer uses to order the Services that is signed by both Customer and C1 or, if applicable, the electronic order placed by Customer through the Services, and all related terms.
    9. “Platform” means C1’s first identity orchestration and automation cloud-based web platform.
    10. “Expert Services” means advisory, consulting, training, and other hour-based services performed by C1 under this Agreement or an Order and sold as a separate line item on the applicable Order.
    11. “Services” collectively means the Platform, support services, AI Access Management, Expert Services, Threat Intelligence Services, and any other services performed by C1 under this Agreement, as applicable.
    12. “Threat Intelligence Services” means C1’s security analytics, threat detection, threat research, and threat intelligence capabilities that use Usage Data, security telemetry, indicators of compromise, attack patterns, behavioral signals, and information obtained from third-party threat feeds to detect, investigate, prevent, and mitigate fraudulent, malicious, unauthorized, or unlawful activity, security incidents, and threats affecting the Services and customers.
    13. “Usage Data” means data and other information relating to the provision, use and performance of the Services and related systems and technologies, including technical, operational, diagnostic, and security telemetry, logs, metadata, configuration data, log records of interactions with the Services, including records of prompts, tool requests, API calls, identity and permissions validation events, downstream communications, and other service-generated analytics as well as any de-identified or aggregated telemetry derived from Customer’s use of the Services that does not identify Customer, any Authorized User, or any natural person and cannot reasonably be used to do so. Usage Data does not include Customer Data.
  2. SERVICES
    1. Platform and Threat Intelligence Services. Customer and its Authorized Users may access and use the Platform during the Term (as defined below) solely for Customer’s internal business purposes in accordance with the Agreement. C1 may provide Threat Intelligence Services as part of the Platform and related Services, subject to the terms of this Agreement and as indicated on an Order.
    2. AI Access Management. If set forth in an Order, C1 may also provide AI Access Management as part of the Services. AI Access Management is operated by C1 in C1-hosted environments and may, as authorized by Customer, receive and process prompts, tool requests, context, metadata, and other Customer Data; validate identities, permissions, policies, and access rights; make API calls and other downstream requests on behalf of Customer AI agents or other Customer-authorized systems; communicate with Customer-designated and third-party systems, tools, resources, and services; and return responses, outputs, and related metadata to Customer or its Authorized Users.
    3. Expert Services. If applicable, Expert Services will be performed by C1 subject to this Agreement. Expert Services are advisory only. C1 will not access Customer systems or environments, use Customer credentials, or perform any implementation, configuration, integration, deployment, migration, or production changes. C1’s performance is contingent on Customer’s timely cooperation, and C1 will not be liable for any delay, deficiency, or issue arising from Customer’s failure to cooperate or from Customer’s implementation or use of any Expert Services outputs.
    4. Service Levels. C1 will provide the Platform in accordance with the services levels described at /sla.
    5. Use of The Services. Each Authorized User account is for use by a single individual and may not be shared with any other person. Customer is responsible for all activities that occur under its accounts and for all prompts, tool requests, API calls, downstream communications, and other acts or omissions initiated through Customer AI agents or other Customer-authorized systems using the Services. Customer will comply with all applicable laws, rules and regulations in connection with its use of the Services, will promptly notify C1 of any suspected violation of this Agreement by an Authorized User, and will cooperate with C1 to address the suspected violation. C1 may suspend or terminate any Authorized User’s access to the Services upon notice to Customer if C1 reasonably determines that such Authorized User violated this Agreement.
    6. Restrictions. Customer will not allow anyone other than Authorized Users to access or use the Services from Customer’s accounts. Customer will not and will ensure that its Authorized Users do not: (a) attempt to interfere with or disrupt the Services (or any related systems or networks) or use any portion of the Services other than directly for Customer’s benefit; (b) copy, modify, alter, translate, create derivative works of or distribute any portion of the Services; (c) rent, lease, loan or resell any portion of the Services; (d) transfer any of its rights hereunder (other than in accordance with Section 10.9); (e) reverse-engineer, disassemble or decompile any portion of the Services, (f) hack or modify a license key, or try to avoid or change any license registration process C1 may implement, (g) access any portion of the Services in order to build a competitive product or service, (h) use AI Access Management to impersonate any person or system, circumvent identity, authentication, authorization, permissioning, or policy controls, or make any unauthorized API call or downstream communication, or (i) use the Services in a manner that violates any usage limits, Documentation, or Order restrictions applicable to prompts, requests, tool calls, agents, identities, or downstream systems. Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, or any portion thereof, in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.
    7. Customer Data. Customer is responsible for obtaining any necessary right and licenses for use of the Customer Data and any other materials provided by or on behalf of Customer for use by Customer and C1 as contemplated in this Agreement. Customer represents, warrants and covenants that it has the legal right and authority to access, use and disclose to C1 any Customer Data and to provide C1 with other Customer materials as necessary for C1 to perform the Services. Customer authorizes C1 to access, process, use, transmit, store, retain, and delete the Customer Data as necessary to perform and fulfill its obligations hereunder, including provision and improvement of the Services. Without limiting the foregoing, with respect to AI Access Management, Customer authorizes C1 to receive, host, process, broker, inspect, filter, log, and transmit prompts, tool requests, context, outputs, metadata, and related Customer Data; validate identities, permissions, policies, and access rights; make API calls and other downstream requests on behalf of Customer AI agents or other Customer-authorized systems; and communicate with Customer-designated and third-party systems, tools, resources, and services as necessary to provide the Services. C1 will process the Customer Data in accordance with this Agreement, the Data Processing Agreement found at /legal/dpa (the “DPA”) and all applicable laws, rules and regulations.
    8. Usage Data and Threat Detection Services. Without limiting the foregoing, Customer authorizes C1 to collect, generate, use, correlate, analyze, and share across C1 customer environments Usage Data, in identifiable form internally within C1 and with its subprocessors and service providers acting on C1’s behalf, for Threat Intelligence Services. C1 may also use information obtained from third-party threat feeds, threat researchers, public sources, and industry partners in connection with Threat Intelligence Services. Customer may opt out of C1’s use of Customer-specific telemetry for cross-tenant threat detection and intelligence enrichment by providing written notice to C1; provided that such opt-out will not apply to processing necessary to provide the Services to Customer, to maintain the security, integrity, and availability of the Services, or to detect, prevent, or respond to threats, abuse, or security incidents within Customer’s own environment, and may materially limit C1’s ability to provide certain threat detection, benchmarking, or intelligence-driven Services.
    9. Information Security. C1 will maintain reasonable administrative, technical, and physical safeguards to protect Customer Data and will, on an ongoing basis, ensure that its information security program and safeguards are designed, maintained, updated and adjusted, as necessary, to protect against reasonably foreseeable internal and external risks to the security, confidentiality and integrity of Customer Data.
  3. FEES; EXPENSES; TAXES
    1. Fees. Customer will pay to C1 the amounts specified in the applicable Order (the “Fees”) in accordance with the terms set forth in such applicable Order and this Section, including all usage based Fees as applicable. C1 reserves the right to change the Fees and to institute new charges and fees at the end of the Initial Term or each Renewal Term, upon sixty (60) days prior notice to Customer (which may be sent by email).
    2. Invoices; Payment. C1 will invoice Customer for the Services as set forth in the Order and each invoice will be due and payable within thirty (30) days. All payment obligations are non-cancellable, and other than as provided in the Agreement, all amounts paid are non-refundable. C1 will be entitled, in its sole discretion, to withhold performance and discontinue Customer’s access to the Services until all undisputed amounts past due are paid in full. With regard to any undisputed invoiced amount that is not paid when due, C1 reserves the right to charge, and Customer agrees to pay, a late fee of one percent (1%) per month or the maximum rate permitted by applicable law, whichever is less, from the due date until paid, plus any attorney’s fees and collection costs.
    3. Taxes. All Fees and other amounts stated or referred to in this Agreement are exclusive of all taxes, duties, levies, tariffs, and other governmental charges (collectively, “Taxes”). Customer will be responsible for payment of all Taxes and any related interest and/or penalties resulting from any payments made under this Agreement, other than any taxes based on C1’s net income.
  4. PROPRIETARY RIGHTS.
    1. Customer owns and retains all Intellectual Property Rights in: (a) the Customer Data and (b) Customer’s name, logo and other trademarks.
    2. C1 owns and retains all Intellectual Property Rights in: (a) the Services, and all improvements, enhancements or modifications made thereto by any party; (b) the Documentation (as defined below); (c) the Usage Data (excluding any Customer Data or Customer Confidential Information therein), including de-identified or aggregated telemetry, analytics, threat indicators, detections, models, scores, logs, and other outputs generated in connection with Threat Intelligence Services or AI Access Management; and (d) any software, applications, inventions, know-how, templates, methodologies, tools, processes, guidance, recommendations, sample materials, or other technology developed by C1 in connection with providing the Services.
  5. CONFIDENTIALITY
    1. Use and Nondisclosure. A receiving party will not use the disclosing party’s Confidential Information except as necessary under this Agreement and will not disclose Confidential Information to any third party except: (a) to those of its employees, advisors, service providers, contractors or agents who have a business need to know such Confidential Information; provided that each such party is bound by confidentiality restrictions at least as restrictive as the terms set forth in this Agreement or (b) as further described in the Data Processing Addendum. Notwithstanding the foregoing, C1 may use and disclose Usage Data and de-identified or aggregated information as expressly permitted by this Agreement, including for Threat Intelligence Services and operation of AI Access Management, provided that C1 does not disclose Customer Confidential Information in identifiable form to another customer. Each receiving party will protect the disclosing party’s Confidential Information from unauthorized use and disclosure using efforts equivalent to the efforts that the receiving party uses with respect to its own confidential information and in no event less than a reasonable standard of care. The provisions of this Section will remain in effect during the Term and for a period of five (5) years after the expiration or termination thereof, except with regard to trade secrets of the disclosing party, which will be held in confidence for as long as such information remains a trade secret.
    2. Exclusions. The obligations and restrictions set forth in this Section will not apply to any information that: (a) is or becomes generally known to the public through no fault of or breach of this Agreement by the receiving party; (b) is rightfully known by the receiving party at the time of disclosure; (c) is independently developed by the receiving party without access to the disclosing party’s Confidential Information; or (d) the receiving party rightfully obtains from a third party who has the right to disclose such information without breach of any confidentiality obligation to the disclosing party.
    3. Permitted Disclosures. The provisions of this Section will not restrict either party from disclosing the other party’s Confidential Information: (a) pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided that to the extent legally permitted, the party required to make such a disclosure gives reasonable notice to the other party to enable it to contest such order or requirement or limit the scope of such request; (b) on a confidential basis to its legal or professional financial advisors; (c) as required under applicable securities regulations.
    4. Injunctive Relief. The receiving party acknowledges that disclosure of Confidential Information could cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure by the receiving party, the disclosing party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.
  6. WARRANTY
    1. Limited Warranty for Services. C1 warrants solely to Customer that: (a) the Platform will materially conform to the applicable Order and Documentation; (b) Expert Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards; (c) the Platform will not contain or transmit malware, viruses, or other code designed to disrupt, disable, or harm software, hardware, or networks; and (d) the Platform will materially comply with all applicable laws under normal use and in compliance with this Agreement and any Documentation. For breach of the warranty in clause (b), C1’s sole liability and Customer’s sole remedy will be, at C1’s option, re-performance of the affected Expert Services or a refund of the Fees paid therefor. For breach of any other warranty in this Section, C1’s sole liability and Customer’s sole remedy will be, at C1’s option: (i) commercially reasonable efforts to correct the non-conformity; or (ii) a prorated refund of unused prepaid Subscription Fees for the then-current term (or, for Expert Services, the Fees paid for the non-conforming services), in which case, for the Platform, this Agreement and Customer’s right to use the Services will terminate. The foregoing warranties do not apply to issues arising from: Customer Data; Customer systems or environments; third-party products or services; Customer’s failure to perform its responsibilities under this Agreement; Customer’s opt-out from cross-tenant Threat Intelligence Services; Customer-directed configurations, permissions, policies, or downstream connections for AI Access Management; actions initiated by Customer AI agents or other Customer-authorized systems; or Customer’s use or implementation of any guidance, recommendations, or materials provided in connection with Expert Services. Any outputs generated by Threat Intelligence Services or AI Access Management, including threat detections, risk scores, identity or permissions validation results, and API call outcomes, are based on automated analysis, heuristics, Customer-provided configurations, third-party feeds, and third-party systems, may not be complete or error-free, and do not guarantee detection, prevention, or remediation of any security incident. Any guidance, recommendations, or materials provided as part of Expert Services are advisory only, are not production-ready, and are not warranted for compatibility with Customer’s systems or environments or to achieve any particular outcome.
    2. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 6.1, C1 MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, OR ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. C1 DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED. THREAT INTELLIGENCE SERVICES AND ANY RELATED OUTPUTS ARE PROVIDED FOR INFORMATIONAL AND SECURITY OPERATIONS PURPOSES ONLY AND ARE NOT GUARANTEED TO IDENTIFY, PREVENT, OR ELIMINATE ALL THREATS OR SECURITY INCIDENTS. AI ACCESS MANAGEMENT IS PROVIDED ON AN “AS IS” BASIS EXCEPT AS SET FORTH IN SECTION 6.1 AND IS DEPENDENT ON CUSTOMER CONFIGURATIONS, CUSTOMER-GRANTED AUTHORIZATIONS, AND THIRD-PARTY SYSTEMS, MODELS, AND SERVICES. EXPERT SERVICES ARE ADVISORY ONLY; ANY GUIDANCE, RECOMMENDATIONS, OR MATERIALS PROVIDED BY C1 ARE USED BY CUSTOMER AT ITS OWN RISK, ARE NOT PRODUCTION-READY, AND ARE NOT WARRANTED FOR COMPATIBILITY WITH CUSTOMER SYSTEMS OR TO ACHIEVE ANY PARTICULAR OUTCOME. C1 WILL HAVE NO LIABILITY FOR ANY CLAIMS OR DAMAGES ARISING FROM: ERRORS OR OMISSIONS IN CUSTOMER DATA OR OTHER CUSTOMER-PROVIDED INFORMATION; THIRD-PARTY SYSTEMS, FEEDS, OR SERVICES; ACTIONS TAKEN BY C1 AT CUSTOMER’S DIRECTION OR BASED ON CUSTOMER-APPROVED CONFIGURATIONS, PERMISSIONS, OR POLICIES; OR ACTIONS INITIATED BY CUSTOMER AI AGENTS OR OTHER CUSTOMER-AUTHORIZED SYSTEMS. CUSTOMER IS SOLELY RESPONSIBLE FOR MAINTAINING APPROPRIATE HUMAN REVIEW AND OVERSIGHT OF ITS USE OF THE SERVICES AND ALL IMPLEMENTATION, TESTING, AND PRODUCTION USE OF ANY MATERIALS PROVIDED AS PART OF THE EXPERT SERVICES.
  7. TERM AND TERMINATION
    1. Term. Unless terminated earlier in accordance herewith, this Agreement will commence on the Effective Date and will continue for so long as there is an Order in effect (the “Term”).
    2. Termination for Cause. Either party may terminate this Agreement upon written notice if the other party breaches any material terms of this Agreement and fails to correct the breach within thirty (30) days following written notice from the non-breaching party specifying the breach. If Customer terminates this Agreement in accordance with this Section 7.2, C1 will promptly refund to Customer a prorated portion of any unused prepaid Subscription Fees actually paid by Customer during the then-current Initial Term or Renewal Term and any prepaid Fees for Expert Services not yet performed.
    3. Rights and Obligations Upon Expiration or Termination. Upon expiration or termination of this Agreement, Customer’s and Authorized Users’ right to access and use the Services will immediately terminate and each will immediately cease all use of the Services. Any Expert Services not yet performed as of the effective date of termination will also terminate, subject to any payment obligations accrued prior to termination and any refund obligations expressly set forth in this Agreement. Upon expiration or termination of the applicable Services, C1 will, within a commercially reasonable period, no later than 45 days after termination, delete or render inaccessible retained prompts, outputs, logs, and Customer Data, except to the extent retention is required by applicable law or reasonably necessary for security, backup, audit, billing, dispute resolution, or enforcement purposes.
    4. Survival. The rights and obligations of the parties contained in Sections 1, 2, 3, 4, 5, 6, 7.3, 9, and 10 will survive any expiration or termination of this Agreement.
  8. INDEMNIFICATION
    1. Indemnification by C1. C1 will defend Customer, its officers, directors and employees (“Customer Indemnitees”), from and against any third party claim (“Claim”) brought by a third-party against Customer (i) alleging that the Platform, as provided by C1 and when used by Customer pursuant to this Agreement, infringe any U.S. Intellectual Property Rights of a third party (the “IP Indemnity”) or (ii) arising from a breach of Section 5 that results in the unauthorized disclosure, use of or access to Customer Data, and C1 will indemnify the Customer Indemnitees against any damages awarded to the third party bringing the Claim or any settlement amounts agreed to by C1. For clarity, C1 will have no obligation under subsection (i) to the extent a Claim arises from Customer Data, Customer materials, Customer systems or environments, third-party products or services, or specifications, instructions, designs, or configurations provided or approved by Customer.
    2. Injunctions. If Customer’s use of the Platform is, or in C1’s opinion is likely to be, enjoined due to the type of Claim specified in Section 8.1(i), then C1 may at its sole option and expense: (a) replace or modify the Platform to make it non-infringing and of equivalent functionality; (b) procure for Customer the right to continue using the Platform in accordance herewith; or (c) if C1 is unable to accomplish either (a) or (b) despite using its commercially reasonable efforts, terminate this Agreement and refund to Customer a pro-rata portion of any unused prepaid Subscription Fees actually paid for the then-current Initial Term or Renewal Term.
    3. Exclusions. Notwithstanding the terms of Section 8.1, C1 will have no liability for any claim of any kind to the extent that it results from: (a) the combination, operation or use of the Platform with equipment, devices, software or data (including without limitation Customer Data) not supplied by C1 or contemplated by the Documentation, if the claim would not have occurred but for such combination, operation or use; (b) Customer’s or an Authorized User’s use of the Platform in violation of this Agreement, the Documentation; or (c) Customer specifications, instructions, designs, configurations, approvals, or modifications, or Customer systems, Customer environments, or third-party products or services.
    4. Sole Remedy. THE FOREGOING STATES C1’S AND ITS LICENSORS’ SOLE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY ALLEGED OR ACTUAL INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS BY THE PLATFORM.
    5. Process for Indemnity. The party seeking indemnification under this Section 8 (the “Indemnified Party”) will (a) provide the other party (the “Indemnifying Party”) with prompt written notice of any Claim; (b) provide reasonable cooperation to the Indemnifying Party, at the Indemnifying Party’s expense, in the defense and settlement of such Claim; and (c) give the Indemnifying Party the sole authority to defend or settle such Claim, provided that it may not settle any Claim in a manner that imposes any material liability upon the Indemnified Party or requires the Indemnified Party to admit wrongdoing unless the Indemnifying Party obtains the Indemnified Party’s consent (which consent may not be unreasonably withheld).
  9. LIMITATION OF LIABILITY.
    1. Exclusion of Consequential Damages. NEITHER CUSTOMER NOR C1, NOR THEIR RESPECTIVE AFFILIATES AND SUPPLIERS, WILL BE LIABLE UNDER THIS AGREEMENT FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; OR LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE, EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE, AND REGARDLESS OF THE TYPE OF ACTION OR THEORY OF LIABILITY.
    2. Liability Cap. EXCEPT WITH RESPECT TO A PARTY’S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, A BREACH OF THE DPA BY C1, OR A BREACH OF SECTION 5 BY C1 THAT RESULTS IN THE UNAUTHORIZED DISCLOSURE, USE OF OR ACCESS TO CUSTOMER DATA (ALL OF THE FOREGOING BEING REFERRED TO AS THE “EXCLUSIONS”), NEITHER PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL EXCEED THE AMOUNT PAID BY CUSTOMER TO C1 DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY (THE “LIABILITY CAP”).
    3. Additional Disclaimers. C1 WILL NOT BE LIABLE FOR ANY ISSUES ARISING FROM CUSTOMER DELAYS, CUSTOMER-DIRECTED ACTIONS, CUSTOMER OR THIRD-PARTY SYSTEMS, CUSTOMER-APPROVED DESIGNS, CONFIGURATIONS, PERMISSIONS, POLICIES, OR DOWNSTREAM CONNECTIONS, CUSTOMER’S USE OR IMPLEMENTATION OF ANY GUIDANCE, RECOMMENDATIONS, ADVICE, OR REFERENCE MATERIALS PROVIDED AS PART OF THE EXPERT SERVICES, OR ACTIONS INITIATED BY CUSTOMER AI AGENTS OR OTHER CUSTOMER-AUTHORIZED SYSTEMS THROUGH AI ACCESS MANAGEMENT. FOR AVOIDANCE OF DOUBT, C1 DOES NOT ACCESS CUSTOMER SYSTEMS OR ENVIRONMENTS, USE CUSTOMER CREDENTIALS, OR PERFORM PRODUCTION CHANGES IN CONNECTION WITH EXPERT SERVICES.
    4. Supercap. NOTWITHSTANDING THE FOREGOING, EACH PARTY’S LIABILITY FOR THE EXCLUSIONS SHALL NOT EXCEED THE GREATER OF THREE TIMES (3X) THE LIABILITY CAP OR $50,000; PROVIDED, HOWEVER, THAT C1’S LIABILITY UNDER PART (I) OF SECTION 8.1 SHALL NOT BE SUBJECT TO SUCH LIMITATION AND SHALL BE UNCAPPED.
  10. GENERAL
    1. Insurance. C1 will maintain the following insurance coverage: (a) Commercial General Liability Insurance with a minimum of $1,000,000 per claim and $2,000,000 in the aggregate; (b) Technology & Cyber Liability Insurance with a minimum of $2,000,000 per claim and in the aggregate; and (c) workers’ compensation insurance as required by state or local law in the states where C1 has employees. At Customer’s request, C1 will provide evidence to Customer of insurance coverage.
    2. Governing Law. This Agreement will be governed by the laws of the State of California, without regard to its conflict of law provisions. Any legal action or proceeding relating to this Agreement will be brought exclusively in the state or federal courts located in San Francisco, CA. C1 and Customer agree to submit to the jurisdiction of, and agree that venue is proper in, those courts in any such legal action or proceeding.
    3. Order of Preference. In the event of a conflict between this Master Subscription Agreement, the DPA and an Order, the order of preference will be: (a) this Master Subscription Agreement, (b) any exhibit to this Master Subscription Agreement, (c) the DPA, and (d) the Order.
    4. Waiver. The waiver by either party of any default or breach of this Agreement will not constitute a waiver of any other or subsequent default or breach. No waiver of any provision of this Agreement will be effective unless it is in writing and signed by the party granting the waiver.
    5. Notices. Notices will be sent to the addresses set forth on the signature page hereto (or such other address that is provided in accordance with this Section). The notices will be deemed to have been given upon: (a) the date actually delivered in person; (b) the day after the date sent by overnight courier; (c) three (3) days following the date such notice was mailed by first class mail; or (d) the date sent by email.
    6. Severability. In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and effect.
    7. Force Majeure. Neither party will be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money owed) on account of events beyond the reasonable control of such party, which may include without limitation denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, pandemics, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, rolling blackouts, and internet connectivity disruptions.
    8. Relationship Between the Parties. Nothing in this Agreement will be construed to create a partnership, joint venture or agency relationship between the parties.
    9. Assignment. Except to an Affiliate or as part of a reorganization, or to a purchaser of its business entity, equity, or substantially all of its assets or business to which its rights and obligations under this Agreement relate, neither party may assign its rights or obligations under this Agreement without the other party’s prior written consent. Any other attempt by either party to transfer its rights or obligations under this Agreement will be void.
    10. Entire Agreement. This Agreement (including any exhibits hereto) constitutes the complete and exclusive agreement between the parties concerning its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, concerning the subject matter of this Agreement. Purchase orders are for the sole purpose of defining quantity and pricing and all other purchase order terms are rejected.
    11. Amendment. This Agreement may not be modified or amended except in a writing signed by a duly authorized representative of each party.
    12. No Third-Party Beneficiaries. This Agreement is intended for the sole and exclusive benefit of the parties and is not intended to benefit any third party. Only the parties to this Agreement may enforce it.
    13. Subscription via Reseller. If Customer is entering into an agreement from a third party reseller (“Reseller”) for the Services instead of with C1 directly, then (i) Section 3 of this Agreement is hereby deleted in its entirety and replaced with the following “INTENTIONALLY OMITTED” (because Customer will be paying Reseller for the Services); (ii) the Order will be between Reseller and C1 (and note Customer may be a party to a separate purchase order or ordering document with Reseller); (iii) if applicable, any refunds will be paid directly to Reseller by C1 and not to Customer, as Customer is not paying C1 any amounts directly, (see Sections 6.1, 7.2 and 8.2); and (iv) for clarity, the limitations of liability set forth in Section 9 shall be based upon fees paid by Reseller to C1 and not by Customer, as again for clarity, Customer will not be paying any amounts directly to C1. Customer may exercise any opt-out right described in this Agreement directly with C1 notwithstanding that Customer purchases the Services through a Reseller.