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Last updated: January 23, 2026
This Master Services Agreement (“Agreement”) is made between AllSpice, Inc., a Massachusetts corporation having its principal place of business at 444 Somerville Avenue, Somerville, MA 02143 (“AllSpice”) and Customer (defined below) and governs the Customer’s use of the AllSpice Assets (as defined below).
“Customer” means a person or entity that accepts and agrees to the terms of this Agreement as of the earlier date (“Effective Date”) where such person or entity either clicks a box indicating acceptance of this Agreement or uses an AllSpice Asset. AllSpice reserves the right to modify or update this Agreement in its sole discretion, the effective date of such updates and/or modifications will be the earlier of: (i) 30 days from the date of such update or modification; or (ii) Customer’s continued use of the AllSpice Asset(s).
IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE ALLSPICE ASSETS. THE ALLSPICE ASSETS ARE INTENDED FOR THE CUSTOMER AND ITS AUTHORIZED USERS ONLY AND ARE NOT FOR USE BY CHILDREN UNDER 13 YEARS OF AGE. IF AN INDIVIDUAL IS ENTERING INTO THIS AGREEMENT ON BEHALF OF A LEGAL ENTITY, SUCH PERSON REPRESENTS AND WARRANTS THAT IT HAS THE LEGAL AUTHORITY TO BIND SUCH LEGAL ENTITY TO THIS AGREEMENT AND THIS AGREEMENT APPLIES TO SUCH ENTITY WHICH IS DEEMED THE CUSTOMER.
If Customer and AllSpice have executed a written agreement governing Customer’s access to and use of the AllSpice Assets as an AllSpice customer, then the terms of such signed agreement will govern and will supersede this Agreement. The parties agree as follows:
1. Definitions.
a. “Affiliate(s)” means any entity that now or hereafter Controls, is Controlled by, or is under common Control with, a specified entity. Such entity shall be deemed to be an Affiliate only so long as such Control exists.
b. “AI Model” means a generative artificial intelligence model developed and maintained by Customer that integrates with the Software.
c. “AI Output” means output generated (e.g., a response in any form, such as text or images) and delivered to an Authorized User by the Software, in combination with an AI Model or any Third-Party Generative AI Service, by processing Input provided by an Authorized User.
d. “AllSpice AI Tools” means AllSpice’s artificial intelligence products, services and features (e.g., DRCY), including each of their Prompts, made available to Authorized Users as part of the Software.
e. “AllSpice Assets” means the Software and Documentation.
f. “Authorized User" means one individual (no concurrent usage with other users is permitted), whether for themself or on behalf of their entity, that are authorized by Customer to use the Software.
g. “Beta Features” means any AllSpice Asset features, functionality or services which AllSpice may make available to Customer to try at no additional cost, and which is designated as beta, trial, non-production or another similar designation.
h. “Confidential Information” means any information of a confidential or proprietary nature provided by a party to the other party, which includes any information that should be reasonably understood as confidential under the circumstances, including the terms of this Agreement and each Order Form, and: (i) with respect to AllSpice the AllSpice Assets and Usage Data; and (ii) with respect to Customer, the Customer Data and AI Output. Confidential Information does not include information that: (A) is or becomes public knowledge without any action by, or involvement of, the party to which the Confidential Information is disclosed; (B) is documented as being known to the Receiving Party prior to its disclosure by the Disclosing Party; (C) is independently developed by Receiving Party without reference or access to the Confidential Information of the Disclosing Party and is so documented; or (D) is obtained by Receiving Party without restrictions on use or disclosure from a third party.
i. “Control” means: (i) direct or indirect ownership or control (now or hereafter) of more than fifty percent (50%) of the outstanding shares or securities (representing the right to vote for the election of directors or other managing authority); or (ii) in the case of a company or other entity which does not have outstanding shares or securities, as may be the case in a partnership, joint venture or unincorporated association, direct or indirect ownership or control of more than fifty percent (50%) of whose ownership interest representing the right to make the decisions for such corporation, company or other entity.
j. “Customer Data” means data, including any Input and/or Personal Data as that term is defined under the DPA or as otherwise set under applicable laws, that AllSpice may have access to in relation to AllSpice’s provision of Support. Notwithstanding anything to the contrary in this Agreement, Customer Data does not include Usage Data.
k. “Customer Environment” means equipment, systems, servers, and workstations owned or managed solely by Customer.
l. “Data Processing Agreement” or “DPA” means AllSpice’s Data Processing Agreement available at: https://www.allspice.io/dpa.
m. “Documentation” means the manuals, specifications, and other materials describing the functionality, features, and operating characteristics, and use of the Software, as may be provided or made available by AllSpice to Customer, whether in written or electronic form, including all modifications, updates, upgrades thereto and derivative works thereof.
n. “Image” means the current version of AllSpice’s serialized copy of the Software necessary to run the Self-Hosted Service in the Customer Environment.
o. “Input” means all data and information (e.g., any text, image, information and/or data) provided by Customer to the Software via the Prompt.
p. “Malicious Code” means any harmful, malicious, or hidden code, programs, procedures, routines, or mechanisms that would: (i) cause the Software to cease functioning; (ii) damage or corrupt any AllSpice owned or controlled data, programs, equipment, systems, servers or communications; or (iii) interfere with the operations of the Software (e.g., Trojan horses, viruses, worms, time bombs, time locks, devices, traps, access codes, or drop dead or trap door devices).
q. “Order Form” means each order document executed in writing between the parties for the purchase of a license to the Software.
r. “Prohibited Content” means content that: (i) is illegal under any applicable law; (ii) violates any third-party rights including, but not limited to, privacy, intellectual property rights and trade secrets; (iii) contains false, misleading, or deceptive statements, depictions, or practices; (iv) contains Malicious Code; or (v) is otherwise objectionable to AllSpice in its sole, but reasonable, discretion.
s. “Prompt” means an aspect of the Software that includes instructions to an AI Model or Third-Party Generative AI Service.
t. “Quantity(ies)” means a number of Authorized Users, or other entitlements for use with the Software, specified in an Order Form.
u. “Self-Hosted” means a Deployment Type of the Software where the Customer implements and updates Images within the Customer Environment via a server and/or host of Customer’s own choosing.
v. “Service” means AllSpice's proprietary Software solution as a git platform for hardware engineers’ design documentation storage and collaboration which includes the AllSpice Assets.
w. “Software” means software that AllSpice develops and maintains to provide the Service, including the AllSpice Beta Features, Images, and all modifications, enhancements, updates, upgrades, patches, workarounds, and fixes thereto, and any derivative works thereof.
x. “Subscription Period" is the length of the subscription specified in the Order Form.
y. “Support” means the support terms for the Software set forth in Section 3(b) below.
z. “Taxes” means any and all customs, duties, sales, use, value added, withholding, or other taxes, federal, state or otherwise, however designated, which are levied or imposed because of the transactions contemplated by this Agreement.
aa. “Third-Party Generative AI Service(s)” means a third party generative artificial intelligence service (e.g., as Amazon AWS Bedrock, Anthropic Sonnet, or any other similar application or service).
bb. “Usage Data” means data provided to AllSpice by Customer, aggregated and anonymized, pursuant to a Customer Usage Report with respect to Customer’s interaction with the Software which includes, but is not limited to, performance of the Software, metrics and other measures of Customer’s use of the Software and its operation. Usage Data are not Customer Data and do not consist of Customer Personal Data (as defined in the DPA).
2. Grant of License to the Software; Restrictions.
a. Grant of License to the Software. Subject to the terms of this Agreement and the applicable Order Form, AllSpice grants Customer a limited, non-exclusive, non-sublicensable, non-transferable (except as otherwise provided herein) license during the Subscription Period, solely for Customer's internal business operations up to the Quantities to install and use the Software, solely within the Customer Environment in object code form, and the Documentation. Customer may permit its Affiliates’ employees and authorized contractors to serve as Authorized Users, subject to the terms of this Agreement and the applicable Order Forms, and provided any use of the Software by such individuals will be for the sole benefit of Customer.
b. AllSpice Asset Restrictions. Customer will not (and will not authorize or permit any third party to): (i) allow anyone other than Authorized Users to access and use the AllSpice Assets; (ii) share any AllSpice issued access credentials with any third party; (iii) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code or interface protocols of the Software; (iv) modify, adapt, or translate the Software or remove or modify any proprietary markings or restrictive legends placed on or within the AllSpice Assets; (v) make copies, store, or archive, any portion of the AllSpice Assets without the prior written permission of AllSpice; (vi) use the AllSpice Assets in violation of any applicable law; (vii) introduce any Prohibited Content or Malicious Code into the Software; or (viii) exploit the Software in any unauthorized manner including by circumventing any process AllSpice has put in place to safeguard the Software (together, (i) through (viii) the "Restrictions"). The foregoing Restrictions will be inapplicable to the extent prohibited by applicable law.
c. Beta Features. Beta Features made available by AllSpice are provided to Customer for testing purposes only. AllSpice makes no commitments to provide Beta Features in any future versions of the AllSpice Assets. Customer is not obligated to use Beta Features. AllSpice may immediately and without notice remove Beta Features for any reason without liability to Customer. Notwithstanding anything to the contrary in this Agreement, AllSpice does not provide Support for Beta Features. For clarity, all Beta Features are provided "AS IS" without warranty of any kind.
d. Third-Party Applications. The Software may integrate with third party products, services, tools or applications, including Third-Party Generative AI Services, that are not owned or controlled by AllSpice (together, "Third-Party Application(s)"). AllSpice does not license or endorse any Third-Party Applications. This Agreement does not apply to such Third-Party Applications including Customer’s use thereof. ALLSPICE HAS NO LIABILITY OR OBLIGATION OF ANY KIND RELATED TO ANY THIRD-PARTY APPLICATIONS USED BY CUSTOMER.
3. AllSpice Obligations.
a. AllSpice Assets. AllSpice will provide the AllSpice Assets in conformance with this Agreement, the Order Form(s) and applicable Documentation.
b. AllSpice AI Tools. AllSpice AI Tools enable design Reviews (as defined in and subject to the terms of the Order Form), through the Software, including through the Prompt, that receives Input and generates AI Output.
c. Support. Unless stated otherwise in the applicable Order Form, if Customer experiences any errors, bugs, or other issues in its use of the Software, AllSpice will use commercially reasonable efforts to respond as soon as possible (“Support”) in order to resolve the issue or provide a suitable workaround. The fee for Support is included in the cost of the subscription set forth on the Order Form.
d. Software Updates. Customer acknowledges that AllSpice may make changes to the Software provided AllSpice will not materially decrease the overall functionality of the Software. AllSpice will notify Customer in writing (email sufficient and/or via AllSpice’s product updates webpage located here: https://www.allspice.io/productupdates) from time to time during the Term with respect to updates for Customer to implement necessary for the Self-Hosted Service.
4. Customer Obligations.
a. Internet Connections. Customer will be responsible for obtaining Internet connections necessary for Customer to access and use the AllSpice Assets.
b. Customer Responsibility for Its AI Models.
i. Customer will provide and maintain its own AI Model that Customer must integrate with the Software as provided for in the Documentation. AllSpice will not be responsible to provide any AI Model under this Agreement as part of the Software. AllSpice does not use, provide or maintain Amazon Bedrock or any other artificial intelligence Third Party Application or AI Model on Customer’s behalf as part of the Software.
ii. Customer must provide its own an OpenAI-compatible API service to run Customer’s queries for DRCY if stated on an Order Form.
c. Self-Hosted Deployment Type: Implementation, Updates & Usage Data.
i. Customer Implementation & Updates. Promptly following the Effective Date and during the Term: (A) AllSpice will make available an Image via a Docker Container as specified in the Documentation; and (B) Customer is responsible for implementing the Self-Hosted Software, including all Images and updates thereto, within the Customer Environment. Customer will implement all Images in a timely fashion. If Customer fails to do so, performance of the Software may be impacted.
ii. Self-Hosted Software & Usage Data. Customer will send AllSpice a written report via e-mail by no later than the end of each month during the Subscription Period detailing Customer’s quarterly Self-Hosted Software Usage Data (e.g., a number of users, organizations, public keys, watches, stars, actions, accesses, issues, comments, social accounts, follows, mirrors, releases, authentication scores, webbooks, milestones, labels, hook tasks, teams, updates and attachments) (each, a “Customer Usage Report”). To generate a Customer Usage Report, Customer will navigate to the Software’s “Admin Dashboard” (i.e., dashboard -> monitor -> stats), click the “download” button on the Admin Dashboard and send the Customer Usage Report to AllSpice via email to: support@allspice.io.
d. Export. The AllSpice Assets are subject to export control laws and regulations. Customer and each Affiliate may not access or use the AllSpice Assets or any underlying information or technology except in full compliance with all applicable United States export control laws. Neither the AllSpice Assets nor any underlying information or technology may be accessed or used: (i) by any individual or entity in any country to which the United States has embargoed goods; or (ii) by anyone on the U.S. Treasury Department’s list of specially designated nationals or the U.S. Commerce Department’s list of prohibited countries or debarred or denied persons or entities. Upon written request, Customer will promptly provide documentation reasonably sufficient to verify its compliance with the export control provisions above and this Agreement. AllSpice may suspend access to the AllSpice Assets if Customer fails to provide such documentation within fifteen (15) days of request or if the documentation indicates non-compliance.
5. Usage Data License & Protections.
a. Usage Data License. Customer grants AllSpice a limited license during each Subscription Period to use Usage Data as provided for in Section 4(b) and in accordance with this Agreement. With respect to the Self-Hosted Software Deployment Type, AllSpice does not receive Input or AI Output.
b. DPA. AllSpice will process all Customer Data for the purposes set forth in this Agreement and in accordance with the DPA.
c. Security & Privacy. AllSpice maintains industry-standard physical, technical, and administrative safeguards in order to protect Customer Data in accordance with AllSpice’s "Security Protocols" (located here: https://www.allspice.io/security-measures) also located within Annex II to the DPA.
6. Fees.
a. Fees. Customer will pay all fees set forth in the applicable Order Form. Unless otherwise provided for in an Order Form: (i) all amounts are due and payable to AllSpice within thirty (30) days from the date of the Order Form; and (ii) all payments are non-cancellable and non-refundable.
b. Taxes. Customer will pay all applicable Taxes excluding only those based on AllSpice’s net income. If Customer is compelled to make a deduction or set-off for any such Taxes, Customer will pay AllSpice such additional amounts as necessary to ensure receipt by AllSpice of the full amount AllSpice would have received but for the deduction. Any applicable direct pay permits or valid Tax-exempt certificates must be provided to AllSpice prior to the execution of this Agreement. If AllSpice is required to collect and remit Taxes on Customer’s behalf, AllSpice will invoice Customer for such Taxes, and Customer will pay AllSpice for such Taxes in accordance with Section 6(a).
c. Late Payments. In the event that AllSpice does not receive any invoiced amount by the due date as set forth in Section 6(a), without limiting its rights and remedies, AllSpice may: (i) charge interest on the outstanding balance (at a rate not to exceed the lesser of one and one half percent (1.5%) per month or the maximum rate permitted by law); (ii) condition future Software renewals and additional Order Forms on payment terms shorter than those specified in Section 6(a); and/or (iii) suspend access to Software updates and terminate for failure to pay (if applicable) pursuant to Section 7(b).
7. Term & Termination.
a. Term. The “Term” of the Agreement commences on the Effective Date and will continue in effect thereafter so long as there is an active Subscription Period under and Order Form, or until terminated earlier in accordance with Section 7(b). For clarity, each Subscription Period will be set forth in the applicable Order Form.
b. Updates Suspension Rights & Termination. AllSpice may suspend Customer’s access to, or use of, updates to the Software if: (i) any amount due to AllSpice under any invoice is past due and such amount is not paid within 10 days of written notice from AllSpice; and (ii) any use of the Software by Customer or Authorized Users that in AllSpice's reasonable judgment threatens the security, integrity or availability of the Software. AllSpice will: (x) provide Customer with written notice and an opportunity to remedy such violation or threat prior to any such suspension; (y) where practicable limit the suspension based on the circumstances leading to the suspension; and (z) remove the suspension as quickly as reasonably practicable after the circumstances leading to the suspension have been resolved.
c. Termination. Either party may terminate this Agreement and/or any Order Form: (i) upon thirty (30) days' notice to the other party if the other party materially breaches this Agreement and such breach remains uncured at the expiration of such thirty (30) day period; or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation, or assignment for the benefit of creditors.
d. Effect of Termination. If Customer terminates this Agreement in accordance with Section 7(c)(i), AllSpice will reimburse Customer on a pro-rata basis for any pre-paid fees allocable to the remaining Subscription Period as of the date of such termination. Upon termination or expiration of this Agreement for any reason, AllSpice will, upon written request and within 30 days of such request, delete all Customer Data processed on behalf of Customer during the Subscription Period as specified in the DPA.
e. Survival. The following provisions will survive any expiration or termination of the Agreement: Sections 8 (Confidentiality), 9 (Ownership), 11 (Indemnification), 12 (Limitation on Liability), and 16 (Miscellaneous, as applicable).
8. Confidentiality.
a. Protection of Confidential Information. Each party that receives ("Receiving Party") Confidential Information of the other party ("Disclosing Party") will protect and preserve such Confidential Information as confidential, using no less care than that with which it protects and preserves its own confidential and proprietary information (but in no event less than a reasonable degree of care), and will not use or disclose the Confidential Information for any purpose except to perform its obligations and exercise its rights under this Agreement and applicable Order Forms.
b. Representatives. Receiving Party may disclose, distribute, or disseminate Disclosing Party's Confidential Information to any of its officers, directors, members, managers, partners, employees, including to the same with respect to its Affiliates, contractors, or agents (its "Representatives"), provided Receiving Party reasonably believes that its Representatives have a need to know and such Representatives are bound by confidentiality obligations at least as restrictive as those contained herein. The Receiving Party will at all times remain responsible for any violations of this Agreement by any of its Representatives.
c. Applicable Laws & Court Orders. A Receiving Party will not violate its confidentiality obligations if it discloses Disclosing Party's Confidential Information if required by applicable laws, including by court subpoena or similar instrument so long as the Receiving Party provides the Disclosing Party with written notice of the required disclosure so as to allow the Disclosing Party to contest or seek to limit the disclosure or obtain a protective order. If no protective order or other remedy is obtained, the Receiving Party will furnish only that portion of the Confidential Information that is legally required, and agrees to exercise reasonable efforts to ensure that confidential treatment will be accorded to the Confidential Information so disclosed.
d. Injunctive Relief. Each party acknowledges that any violation or threatened violation of this Section 8 may cause irreparable injury to the other party, entitling the other party to seek injunctive relief in addition to all legal remedies.
9. Ownership.
a. AllSpice Property. As between the parties, AllSpice owns and retains all right, title, and interest in and to the AllSpice Assets and Usage Data. Except for the limited license granted to Customer in Sections 2(a), AllSpice does not by means of this Agreement or otherwise transfer any other rights to Customer.
b. Customer Property. As between the parties, Customer owns and retains all right, title, and interest in and to the Customer Data and AI Output. Except for the licenses granted to AllSpice in Section 5(a), Customer does not by means of this Agreement or otherwise transfer any other rights to AllSpice.
c. Feedback. Customer may provide comments, suggestions and recommendations to AllSpice with respect to the AllSpice Assets (including, without limitation, comments, suggestions and recommendations with respect to modifications, enhancements, improvements and other changes to each of the foregoing) (collectively, "Feedback"). AllSpice may freely use and exploit any such Feedback without any obligation to Customer, unless otherwise agreed upon by the parties in writing.
10. Representations & Warranties; Disclaimer.
a. Mutual Representations and Warranties. Each party represents and warrants it has validly entered into this Agreement and has the legal power to do so.
b. Customer Representations and Warranties. Customer represents and warrants it: (i) is not, and is not Controlled by, an entity, or entities, or individual(s) that is or are affiliated with any person or entity listed on the U.S. Entity List, Denied Persons List, or other restricted party lists maintained by the U.S. government; (ii) is entitled to transfer, or enable the transfer of, all Customer Data to AllSpice; (iii) has all rights necessary to grant AllSpice the licenses set forth in this Agreement; and (iv) will not transmit any Prohibited Content to AllSpice by means of the Software or as required for AllSpice’s provision of Support hereunder.
c. Disclaimer. WITH THE EXCEPTION OF THE LIMITED WARRANTIES SET FORTH IN THIS SECTION 10, THE ALLSPICE ASSETS AND BETA FEATURES ARE PROVIDED "AS IS" TO THE FULLEST EXTENT PERMITTED BY LAW. ALLSPICE AND ITS LICENSORS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSES, AND NON-INFRINGEMENT. ALLSPICE DOES NOT WARRANT THAT THE ALLSPICE ASSETS OR BETA FEATURES: (I) ARE ERROR-FREE; (II) WILL PERFORM UNINTERRUPTED; OR (III) WILL MEET CUSTOMER'S REQUIREMENTS.
d. AI Disclaimer. AI OUTPUT IS GENERATED BY MACHINE LEARNING CAPABILITIES OF THE SOFTWARE. ALL AI OUTPUT IS PROVIDED "AS IS" TO THE FULLEST EXTENT PERMITTED BY LAW. ALLSPICE MAKES NO WARRANTY OR GUARANTEE AS TO THE ACCURACY, COMPLETENESS OR RELIABILITY OF AI OUTPUT. Customer acknowledges that due to the nature of the Software and artificial intelligence generally, AI Output may result in different AI Output from one use to the next. AI Output does not represent AllSpice’s views. AI Output may contain errors and misstatements and may be incomplete or inaccurate. Customer is solely responsible for evaluating all AI Output for accuracy and appropriateness for Customer's use case, including by utilizing human review as appropriate, and Customer is solely responsible for all use of the AI Output, including any reliance on the accuracy, completeness, or usefulness of any AI Output.
11. Indemnification.
a. By AllSpice.
i. AllSpice will defend Customer, and its Affiliates, including each of the foregoing's officers, directors, employees and agents (collectively, "Customer Indemnified Parties"), from any third-party claim, demand, dispute, suit or proceeding, and AllSpice will indemnify Customer Indemnified Parties from and against any related losses, liabilities, damages, costs or expenses (including, without limitation, attorneys' fees), finally awarded against the Customer Indemnified Parties to such third party, by a court of competent jurisdiction or agreed to in settlement, alleging that the AllSpice Assets, including Customer's permitted use thereof, infringes or misappropriates any patent, trademark or copyright of such third party.
ii. If AllSpice becomes, or in AllSpice’s opinion is likely to become, the subject of an infringement or misappropriation claim, AllSpice may, at its option and expense: (A) procure for Customer the right to continue using the AllSpice Assets; (B) replace the AllSpice Assets (including any component part) with a non-infringing substitute subject to Customer's prior written approval; or (C) modify the AllSpice Assets so that it becomes non-infringing. If none of the foregoing alternatives are available, AllSpice shall notify Customer, and Customer may elect to terminate the license immediately pursuant to Section 7(c).
iii. AllSpice will not be obligated to defend or be liable for costs or damages solely to the extent the infringement or misappropriation is attributable to: (A) any unauthorized use, reproduction, or distribution of the AllSpice Assets or AllSpice’s intellectual property rights by the Customer Indemnified Parties which is the subject of the claim; (B) any unauthorized combination of, or modification to, the AllSpice Assets or AllSpice’s intellectual property rights, other than as expressly approved by AllSpice that causes the underlying claim where such claim would have not occurred but for such unauthorized act; (C) where Customer and/or its Authorized Users: (i) knew or should have known AI Output was infringing or likely to infringe; and (ii) disabled, ignored, or did not use any relevant citation, filtering or safety features or restrictions provided by AllSpice; (D) where AI Output was modified, transformed, or used in combination with products or services not provided by or on behalf of AllSpice; (E) Customer and/or its Authorized Users did not have the right to use the Input or fine-tuning files to generate the allegedly infringing AI Output; and/or (F) to any content from any third-party.
iv. THIS SECTION 11(A) STATES ALLSPICE’S ENTIRE RESPONSIBILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO THIRD-PARTY CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS UNDER THIS AGREEMENT.
b. By Customer. Customer will defend AllSpice, and its Affiliates, including each of the foregoing's officers, directors, employees and agents (collectively, "AllSpice Indemnified Parties"), from any third-party claim, demand, dispute, suit or proceeding, and Customer will indemnify the AllSpice Indemnified Parties from and against any related losses, liabilities, damages, costs or expenses (including, without limitation, attorneys' fees), finally awarded against the AllSpice Indemnified Parties related to: (i) Customer or an Authorized User violating a Restriction; (ii) Customer's breach of Section 10(b) (Customer Representations & Warranties); and (iii) any allegation by a governmental body that use of Customer Data, as permitted by AllSpice under this Agreement or at Customer's request or direction, has violated any applicable law.
c. Indemnification Process. The indemnified parties will: (i) give the indemnifying party prompt written notice of any claim, action or demand for which indemnity is claimed; (ii) give the indemnifying party sole control over the defense and settlement of the claim, provided that the indemnifying party will not settle any claim that involves the payment of money or acknowledgement of wrongdoing on the part of the indemnified parties without indemnified parties' prior written approval such approval not to be unreasonably withheld, conditioned or delayed; and (iii) provide the indemnifying party with reasonable cooperation, at the indemnified parties' expense, in connection with the defense and settlement of the claim.
12. Limitation on Liability.
a. NEITHER PARTY, NOR ITS AFFILIATES, NOR THE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, OR REPRESENTATIVES OF ANY OF THEM, WILL BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, THAT MAY ARISE OUT OF THIS AGREEMENT, EVEN IF THE OTHER PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY OR LIKELIHOOD AND WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, SERVICES LIABILITY OR OTHERWISE.
b. EXCEPT WITH RESPECT TO EXCLUDED CLAIMS (BUT AS FURTHER LIMITED BELOW) AND UNCAPPED CLAIMS, EACH AS DEFINED BELOW, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF EITHER PARTY, OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS AND REPRESENTATIVES, TO THE OTHER PARTY FOR ANY AND ALL DAMAGES, INJURIES, AND LOSSES ARISING FROM ANY AND ALL CLAIMS AND CAUSES OF ACTION ARISING OUT OF, BASED ON, RESULTING FROM, OR IN ANY WAY RELATED TO THIS AGREEMENT, EXCEED THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER FOR USE OF THE ALLSPICE ASSETS DURING THE PERIOD TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.
THE EXISTENCE OF MULTIPLE CLAIMS OR SUITS UNDER OR RELATED TO THIS AGREEMENT WILL NOT ENLARGE OR EXTEND THE LIMITATION OF MONEY DAMAGES WHICH WILL BE THE CLAIMANT'S SOLE AND EXCLUSIVE REMEDY.
c. “Excluded Claims” means any claim and/or liability associated with any breach by AllSpice of Sections 5(c) (DPA) and 5(d) (Security & Privacy), including for clarity with respect to any claim of liability associated with the DPA and Security Protocols. AllSpice’s total, cumulative liability for all Excluded Claims will not exceed the greater of (i) $500,000 or (ii) three (3) times the total amount of fees paid by Customer for use of the AllSpice Assets under this Agreement.
d. “Uncapped Claims” means any claim or liability associated with: (i) either party's breach of Section 8 (Confidentiality) but not relating to any liability associated with AllSpice’s privacy and/or security obligations with respect to Customer Data which remains subject to the Excluded Claims cap; (ii) either party's respective indemnification obligations under Section 11; or (iii) any liability of a party which cannot be limited under applicable law, including gross negligence, recklessness, intentional misconduct, or violation of the other party’s intellectual property rights.
13. Insurance. AllSpice will maintain in full force and effect during the Term:
a. Commercial general liability insurance on an occurrence basis for bodily injury, death, property damage, and personal injury, with coverage limits of not less than $1,000,000 per occurrence and $2,000,000 general aggregate for bodily injury and property damage;
b. Worker's compensation insurance as required by applicable law; and
c. Technology Errors & Omissions and Cyber-risk on an occurrence or claims-made form, for limits of not less than $2,000,000 annual aggregate covering liabilities for financial loss resulting or arising from acts, errors or omissions in the rendering of the AllSpice Assets, or from data damage, destruction, or corruption, including without limitation, unauthorized access, unauthorized use, virus transmission, denial of service, and violation of privacy from network security failures in connection with the Software.
Insurance carriers will be rated A-VII or better by A.M. Best Provider. AllSpice’s coverage will be considered primary without right of contribution of Customer's insurance policies. In no event will the foregoing coverage limits affect or limit in any manner AllSpice’s contractual liability for indemnification or any other liability of AllSpice under this Agreement.
14. Force Majeure. Except for Customer's payment obligations hereunder, neither AllSpice nor Customer will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third-party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action (each, a "Force Majeure Event"). For clarification, events caused by a party's own action are not Force Majeure Events. If a Force Majeure Event prevents AllSpice from providing the Software for at least thirty (30) consecutive days, either of the parties may immediately terminate this Agreement and any Order Forms, by providing written notice to the other.
15. Marketing Logo Rights: Customer grants AllSpice the right to use Customer's name and logo on AllSpice's website for the sole purpose of identifying Customer as a customer.
16. Miscellaneous. This Agreement is the entire agreement between the parties and supersedes all prior agreements and understandings concerning the subject matter hereof. The parties are independent contractors, and this Agreement will not establish any relationship of partnership, joint venture, or agency between the parties. Failure to exercise any right under this Agreement will not constitute a waiver. There are no third-party beneficiaries to this Agreement. This Agreement is governed by the laws of California without reference to conflicts of law rules. For any dispute relating to this Agreement, the parties consent to personal jurisdiction and the exclusive venue of the courts in San Francisco, California. Any notice provided by one party to the other under this Agreement will be in writing and sent by overnight courier or certified mail (receipt requested) to the address above. If any provision of this Agreement is found unenforceable, this Agreement will be construed as if it had not been included. Neither party may assign this Agreement without the prior, written consent of the other party, except that either party may assign this Agreement without such consent in connection with an acquisition of the assigning party or a sale of all or substantially all of its assets. To the extent there is an inconsistency between the terms of the Agreement, an Order Form and the DPA, such documents and their terms will be controlled in the following order of precedence: (i) Order Form; (ii) Agreement; and (iii) DPA.