This Master Services Agreement (“Agreement”) effective as of the date Customer (as defined below) accepted this Agreement either by the Customer indicating their acceptance of this Agreement or executing a Customer Agreement (as defined below) referencing this Agreement (the “Effective Date”) is entered into by and between AL Advisors Management, Inc. (“AngelList”) and Customer (as defined below). AngelList and Customer may be singularly referred to in this Agreement as a “Party”, or collectively, as the “Parties.”

BACKGROUND

1. AngelList has developed and offers, on a hosted software-as-a-service (SaaS) basis, the AngelList Investor Management platform (the “AngelList Platform”), which offers various software products and services for investors, fund managers and startups (the “Software Services”).
2. AngelList provides fund administration for Customers using the AngelList Platform (the “Fund Administration Services”) subject to the AngelList Fund Administration Terms, which shall be incorporated by reference for Customers using the Fund Administration Services).
3. AngelList provides fund management and advisory services for Customers using the AngelList Platform (the “ Fund Management Services ”).
4. Customer wishes to, pursuant to the terms and conditions set forth in this Agreement, utilize the Services (as defined below) as set forth in an Engagement Letter, Service Order, or other ordering form (collectively, the “ Customer Agreements ”) or as provided on the AngelList Platform.

NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the Parties hereto agree as follows:

1. Definitions.

1.1 “Account Data” means any personally identifiable information or other information provided to AngelList by a User or End User in connection with such User or End User registering for an account with AngelList related to the AngelList Platform.

1.2 “Adviser” means the entity serving as the investment advisor to the Customer or Customer investment vehicle, as identified in the Customer Agreements or as specified by Customer on the AngelList Platform.

1.3 “Authorized Persons” means the Fund Lead, Adviser, Sub-Adviser, General Partner, Manager, or other officers, advisors, sponsor, distributor, legal counsel, independent auditors and accountants, transfer agents, and service providers authorized to act on behalf of the Customer pursuant to this Agreement.

1.4 “Customer” means the fund or other pooled investment vehicle, manager of such fund or pooled investment vehicle, or other persons using the Services as identified in the Customer Agreements or as indicated on the AngelList Platform.

1.5 “Customer Data” means the non-public, proprietary data, such as Customer's document templates or investment materials, provided to or made accessible to AngelList by Customer under this Agreement for the purpose of obtaining the Services. Notwithstanding the foregoing, End User Data and Account Data shall not be deemed to be Customer Data.

1.6 “End User” means an end user of the Services (e.g., a potential investor or Limited Partner of Customer). For the sake of clarity, Users shall not be considered to be End Users.

1.7 “End User Data” means any non-public data, such as an End User's responses to questions contained in Customer's document templates, provided to or made accessible to AngelList by an End User.

1.8 “Engagement Letter” means an initial engagement letter, and any subsequent addendums, service orders, order forms or other ordering documents agreed to between the Parties in writing from time to time and made a part of this Agreement, specifying, among other things, the scope of the Services to be provided to Customer (as defined in the Engagement Letter). Upon execution by the Customer, each Engagement Letter will be governed by the terms and conditions hereof and is deemed incorporated herein by this reference.

1.9 “Fund Lead” means the person as identified in the Customer Agreements or as specified by Customer on the AngelList Platform and such other successor person serving as Fund Lead during the term of this Agreement.

1.10 “Fees” means all amounts owed to AngelList under this Agreement, as specified in the Customer Agreements or as specified on the AngelList Platform.

1.11 “General Partner” means the General Partner of the Customer as identified in the Customer Agreements or as specified by Customer on the AngelList Platform or such other successor person serving as General Partner to the Customer during the term of this Agreement.

1.12 “Service Order” means an initial service order and any subsequent service orders, order forms or other ordering documents agreed to between the Parties in writing from time to time and made a part of this Agreement, specifying, among other things, the scope of the Services to be provided to Customer. Upon execution by the Customer, each Service Order will be governed by the terms and conditions hereof and is deemed incorporated herein by this reference.

1.13 “Services” means collectively access to Software Services (including any related access to AngelList's application programming interface) available through the Website, the Fund Administration Services, the Fund Management Services, and such other products or services provided to Customer by AngelList from time to time, as further described in one or more Customer Agreement hereunder or as specified on the AngelList Platform. For the sake of clarity, any Third-Party Integrations shall not be deemed to be a part of the Services.

1.14 “Sub-Adviser” means the person identified in the Customer Agreements or as specified by Customer on the AngelList Platform or such other successor person serving as Sub-Adviser to the Customer during the term of this Agreement.

1.15 “Subscription Term” means with respect to a Customer's use of the Software Services, the term for Customer's use of the Services as identified in a Customer Agreement or as identified on the AngelList Platform.

1.16 “Third-Party Integration” means an integration between a (i) Web-based, mobile, offline or other software application functionality provided by Customer or a third party, and (ii) the Service. For the sake of clarity, Third-Party Integrations shall not include integrations with third-party applications or services used by AngelList to provide the Services.

1.17 “Usage Data” shall mean data and other information relating to the provision, use, and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom).

1.18 “User” means an employee, representative, consultant, contractor or agent of Customer who uses the Services on behalf of Customer. Users shall include, without limitation, the General Partner, Fund Lead, Advisor and Sub-Adviser.

1.19 “Website” means www.angellist.com (or any successor thereto).

2. Services.

2.1 Right to Access and Use.Upon Customer's execution of a Customer Agreement referencing this Agreement or upon Customer's completion of certain service launch flows, AngelList shall make the Services available to Customer and its Users pursuant to this Agreement, applicable Customer, and the relevant terms of the Service, including any applicable scope of services described on the AngelList Platform. Subject to the terms and conditions of this Agreement, AngelList hereby grants Customer and its Users a non-exclusive, non-transferable (except in accordance with Section 12.5) right, during the Subscription Term, to use the Services solely for Customer's internal business purposes. For the avoidance of doubt, Customer shall have access only to those Services specified in such Customer's Customer Agreement(s) or specified in Customer's completed service launch flows.

2.2 Users. If a Service Order or applicable terms of service limits the number of Users that may use the Services on behalf of Customer, then Customer may have only as many User accounts in use at any one time as the number of Users specified in the applicable Service Order. Customer acknowledges that AngelList may include in its Services functionality to track the number of active Users and to disallow use by more than the authorized number of Users, if applicable. User identifications and passwords cannot be shared or used by more than one User. Customer is responsible for each User's compliance with this Agreement and for all activities that occur under Customer's User accounts. Customer shall use commercially reasonable efforts to prevent unauthorized access to, or use of, the Services, and shall promptly notify AngelList of any known unauthorized access or use.

2.3 Service Restrictions. Customer and its Users shall not (a) use the AngelList Platform, the Services, or a Third-Party Integration to send spam or unsolicited messages, collect data regarding others without their consent, transmit unlawful, immoral, libelous, tortuous, infringing, defamatory, threatening, vulgar or obscene material or material harmful to minors, transmit viruses or other harmful computer code; (b) attempt to interfere with or disrupt the performance of the Services or the data contained therein; (c) attempt to gain unauthorized access to the Services or networks related to the Services, (d) interfere with another's use of the Services; (e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make the Services available to any third party, except for Users and End Users; (f) modify, copy, or make derivative works based on the Website or the Services; (g) disassemble, reverse engineer, or decompile the Services; (h) create “links” to or from the Website or the Services, or “frame” or “mirror” any of AngelList's content; (i) use the Services in any manner or for any purpose that is unlawful under applicable laws; or (j) access the Website or the Services to build a competitive service, reproduce features of the Services, or resell the Services.

2.4 Customer Responsibilities. Customer will (a) be responsible for: the content, accuracy, quality and legality of Customer Data, the means by which Customer acquired Customer Data, Customer's use of Customer Data with the Services, and the interoperation of any Third-Party Integrations with which the Customer uses the Services; (b) use commercially reasonable efforts to prevent unauthorized access to or use of the Services by Users and End Users, and notify AngelList promptly of any such unauthorized access or use; (c) use the Services in accordance with this Agreement and applicable laws and government regulations (including the federal Fair Credit Reporting Act, 15 USC §§ 1681 et seq. and any equivalent state laws, as they may be amended from time to time); (d) comply with the terms of service of any Subcontractor providing Services to Customer, (e) comply with terms of service of any Third-Party Integrations with which Customer uses the Services; and (f) be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, and the like. Any use of the Services in breach of Sections 2.3 or 2.4 by Customer or Users, may result in AngelList's immediate suspension of the Services. In addition, AngelList, in its sole discretion, may determine to suspend the Services in the event of exigent circumstances which reasonably requires suspending access to the Services in order to protect the availability, security and/or integrity of the Services or Customer Data. Upon any such suspension, AngelList will use commercially reasonable efforts to provide Customer with notice and will promptly restore Services upon resolution of the factors that initiated the suspension. If reasonable under the circumstances, AngelList will also provide Customer with an opportunity to remedy any breach of Sections 2.3 or 2.4 prior to any such suspension.

2.5 Third-Party Integrations. The Services may contain features designed to interoperate with Third-Party Integrations. AngelList cannot guarantee the continued availability of such features, and may cease providing them without entitling Customer to any refund, credit, or other compensation, if for example and without limitation, the provider of a Third-Party Integration ceases to make the Third-Party Integration available for interoperation with the Services in a manner acceptable to AngelList. Customer grants AngelList and its Subcontractors a worldwide, limited-term license to host, copy, use, transmit, and display any Third-Party Integrations and program code created by or for Customer using the Services or for use by Customer with the Services, as necessary for AngelList to provide and ensure proper operation of the Services. Customer grants AngelList permission to allow the Third-Party Integration and its provider to access Customer Data and information about Customer's usage of the Third-Party Integration as appropriate for the interoperation of that Third-Party Integration with the Services. AngelList is not responsible for any disclosure, modification or deletion of Customer Data resulting from access by such a Third-Party Integration or its provider. AngelList does not warrant or endorse Third-Party Integrations. If Customer receives notice from AngelList or the provider of a Third-Party Integration that a Third-Party Integration must be removed, modified and/or disabled to avoid violating applicable law or third-party rights, Customer will promptly do so. If Customer does not take required action in accordance with the above, or if in AngelList's judgment continued violation is likely to reoccur, AngelList may disable the applicable Third-Party Integration.

2.6 Support and Service Level. AngelList will provide technical support related to the Software Services and the AngelList Platform to Customer via email on weekdays during the hours of 6:00 AM to 9:00 PM Pacific time, with the exclusion of United States federal holidays. Customer may submit a support request at any time by emailing portal@angellist.com. AngelList will perform the Fund Administrative Services and Fund Management Services as described in each such Customer Agreement according to the service level specifications, if any, set forth in such Customer Agreement. Notwithstanding anything to the contrary in this MSA, AngelList may use Subcontractors (as defined below) to perform any component of the Services, including, but not limited to, the Fund Management Services and Fund Administration Services, provided, however, that AngelList remains responsible for such Subcontractors' provision of the Services.

2.7 Deliverables. AngelList retains all right, title and interest in and to (a) anything it uses or develops in connection with performing Services for Customer, including, among other things, software, tools, specifications, ideas, concepts, inventions, processes, techniques, and know-how and (b) any reports or other items or materials it delivers to Customer during the course of performing Services (collectively, “Deliverables”), unless otherwise specified in the applicable Customer Agreement. AngelList hereby grants to Customer and its Users a non-exclusive, non-transferable (except as permitted under Section 12.5), worldwide, royalty-free, limited-term license to use the Deliverables during the Term (as defined below) solely in conjunction with Customer's use of the Services. Customer may not copy, modify, or otherwise create derivative works of any Deliverables without AngelList's prior written consent.

2.8 Terms of Service. Customer agrees to comply with AngelList's terms of service found at https://venture.angellist.com/terms, including, without limitation, (i) the terms of service applicable to the Services that Customer receives from AngelList (as specified in the Customer Agreements), (ii) the Investing Platform Terms of Service (located at https://venture.angellist.com/terms/investing-platform), (iii) the E-Sign Act consent (located at https://venture.angellist.com/terms/esign), and (iv) the Privacy & Cookies Policy (located at https://venture.angellist.com/privacy) referenced therein (collectively, the “TOS”). Customer shall cause all Users and End Users to comply with this Agreement and the TOS.

2.9 Subcontracting. Customer acknowledges that AngelList may from time to time in its discretion engage third parties to perform any of the Services, including Fund Administration Services and the Fund Management Services (each, a “Subcontractor”), provided that the Subcontractor complies with data protection and confidentiality provisions that are at least as restrictive as those set forth in Sections 3, 5 and 6 of this Agreement.

2.10 Cooperation. Customer shall cooperate with AngelList and its Subcontractors to provide, upon request, such information, documents, and advice relating to Customer as is within the possession or knowledge of such persons, and which in the reasonable opinion of AngelList, as necessary in order to enable AngelList to perform the Services. Customer acknowledges that, in connection with providing the Services, neither AngelList nor its Subcontractors shall be responsible for, under any duty to inquire into, or be deemed to make any assurances with respect to, the accuracy, validity or propriety of any information, documents or advice provided to AngelList or its Subcontractors by any of the aforementioned persons. Customer acknowledges that neither AngelList nor its Subcontractors shall be liable for any loss, damage or expense resulting from or arising out of the failure of Customer or its Authorized Persons to cause any information, documents or advice to be provided to AngelList as contemplated herein. Customer shall hold AngelList and its Subcontractors harmless when either is acting in reliance upon such information, documents or advice relating to Customer, except where such loss, damage or expense is related to AngelList's gross negligence, willful misconduct, reckless disregard of its obligations or duties under this MSA or bad faith. In the event that any Services performed by AngelList hereunder rely, in whole or in part, upon information obtained from a third-party service utilized or subscribed to by AngelList which AngelList in its reasonable judgment deems reliable, AngelList shall not have any responsibility or liability for, be under any duty to inquire into, or be deemed to make any assurances with respect to, the accuracy or completeness of such information.

3. Customer Data.

3.1 Customer Data and Usage Data. Customer hereby grants AngelList a non-exclusive, non-transferable (except in accordance with Section 12.5), sublicensable (solely as necessary for AngelList and its subcontractors to carry out AngelList's obligations under this Agreement) right to collect, access, use, copy, analyze, modify, create derivative works of and display the Customer Data and Usage Data solely: (a) as necessary to provide the Services in accordance with the terms of this Agreement; (b) to deliver to Customer any analytics reports derived from processing the Customer Data (“Reports”); (c) to generate aggregated statistical data, in de-identified form (collectively, “Aggregated Data”) and use such Aggregated Data (both during and after the Term) for AngelList's business purpose, including but not limited to marketing purposes, to improve and develop the Services or AngelList's other products or services or for industry presentations and reports. Customer hereby authorizes AngelList to collect and use the Customer Data, Usage Data and Reports as provided for in this Section 3.1.

3.2 Security of Customer Data. AngelList shall maintain and enforce reasonable and appropriate physical, technical, policy and administrative safeguards, precautions and measures where Customer Data is, or can be, accessed, stored or transmitted by AngelList, to protect the Customer Data from loss, misuse, alteration, corruption, unauthorized access, or unauthorized acquisition. AngelList has completed a successful SOC 2 Type 1 audit and will use its reasonable best efforts to maintain its SOC 2 Type 1 compliance during the Term.

3.3 Sensitive Data. Unless the Parties otherwise agree in writing, Customer may not include in any Customer Data any information that is subject to (a) the Payment Card Industry Data Security Standard (b) the requirements of the Gramm-Leach-Bliley Act, (c) the Health Insurance Portability and Accountability Act of 1996's requirements for business associates, or (d) other similar frameworks ((a) through (d) collectively referred to as the “Standards”). In the event that the Parties mutually agree in writing that Customer may include information governed by the Standards in the Customer Data, the Parties shall execute such additional agreements or addenda to this Agreement that are reasonably necessary to ensure that AngelList processes such additional Customer Data in accordance with the Standards, the terms of which will be mutually agreed on by the Parties.

4. Fees and Billing.

4.1 Fees. Customer agrees to pay the Fees to AngelList as specified in the Customer Agreement or as specified on the AngelList Platform. If Customer's use of the Services exceeds any limits on the number of Users, transactions, assets under management (“AUM”) or other usage metrics set forth in a Customer Agreement, Customer shall be billed for such usage and Customer agrees to pay such additional Fees in the manner provided for in the Customer Agreement. AngelList reserves the right to change the Fees and to institute new charges and fees at the end of the Initial Term or then-current Renewal Term if relevant (each as defined in the applicable Customer Agreement), upon thirty (30) days prior notice to Customer (which may be sent by email or provided via the AngelList Platform). However, for Customer's using the Software Services, if the Customer agrees to a renewal of the Subscription Term in the applicable Customer Agreement or an automatic renewal of the Subscription Term in Section 10.1 of this Agreement or in the applicable Customer Agreement, (x) the Subscription Fees for the renewal Subscription Term may increase by 3.5% for the first 12 months during the renewal Subscription Term, and increase by 3.5% every 12 months thereafter, and (y) AngelList shall communicate all such price increases at least sixty (60) days prior to the start of the renewal Subscription Term. Any introductory or temporary discount offered in the expiring Subscription Term does not apply for a Renewal Term. All Fees will be quoted in, and all payments must be made in, U.S. dollars. All payments are nonrefundable and noncancelable except as expressly provided for herein.

4.2 Invoices. The Fees will be invoiced to Customer as described in the Customer Agreement or as described on the AngelList Platform. Unless otherwise set forth in the applicable Customer Agreement, all payments shall be made within thirty (30) days after the date of AngelList's invoice. If Customer believes that AngelList has billed Customer incorrectly, Customer must contact AngelList no later than 30 days after the date of the applicable invoice in which the error or problem appeared, in order to be eligible to receive an adjustment or credit. In the event there are overdue Fees which have not been paid within five (5) business days of receiving a late notice from AngelList, Customer shall be responsible for (i) interest on the overdue amounts at a rate of 1.5% per month, or the highest rate allowed by applicable law, whichever is lower, and (ii) all reasonable costs of collection (including attorneys' fees) incurred by AngelList. AngelList reserves the right to suspend or terminate the Services in the event that Customer payments become overdue.

4.3 Taxes. All payments required by this Agreement exclude all sales, value-added, use, or other taxes and similar obligations, all of which Customer will be responsible for and will pay in full, except for taxes based on AngelList's net income.

4.4 Referral Income. Customer acknowledges that AngelList and/or its affiliates may receive referral income from one or more of the Approved Banks (as defined below) based on the amount of deposits with such Approved Bank in the event such a bank account is required to be opened by AngelList or its Affiliates to facilitate the Customer's activity on the AngelList Platform. Further, the Customer acknowledges that any investment vehicle managed by Customer will not earn any interest, fees, or other remuneration based on balances held in such account at an Approved Bank. An “Approved Bank” means a reputable bank or financial institution as determined by AngelList or an affiliate from time to time.

5. Proprietary Rights.

5.1 AngelList Technology. Customer acknowledges that in providing the Services, AngelList utilizes (a) analytical, predictive, and optimization models; (b) frameworks, algorithms and similar systems; (c) other technology; (d) the Website, and (e) AngelList's name, logo and other attributions (collectively, "AngelList Technology"). Subject to the limited rights granted to Customer to use the Services pursuant to Section 2.1, as between AngelList and Customer, AngelList retains all rights, title and interest, including all intellectual property rights, in and to the AngelList Technology and the Services, and any and all modifications, enhancements, customizations or improvements to any of the foregoing.

5.2 Customer Data. Subject to the express rights granted to AngelList to use the Customer Data under this Agreement, as between Customer and AngelList, Customer retains all rights, title and interest, including all intellectual property rights, to Customer Data.

5.3 Account Data and End User Data. Ownership and other rights with respect to Account Data and End User Data will be as set forth in the applicable TOS.

5.4 Feedback. If Customer provides suggestions, feedback or other input to AngelList concerning the functionality and performance of the Services, including identifying potential errors and improvements (collectively “Feedback”), then Customer hereby grants AngelList and its affiliates a worldwide, irrevocable, perpetual, transferable, sublicensable, non-exclusive, royalty-free, fully paid-up right and license to use, perform, display, reproduce, create derivative works, and otherwise exploit such Feedback for any purpose, provided that such Feedback does not include any Confidential Information (as defined below) of Customer.

6. Confidentiality.

6.1 Definition of Confidential Information. As used herein, "Confidential Information" means all information of a Party ("Disclosing Party"), which if disclosed to the other Party ("Receiving Party"): (a) in tangible form, is designated in writing as being confidential at the time of disclosure, (b) orally or visually, is identified as confidential at the time of disclosure, or (c) in tangible form or orally or visually and is of a nature that a reasonable person would understand it to be confidential based on the circumstances under which it was disclosed. The Confidential Information of AngelList shall include, without limitation, the terms and conditions of this Agreement, the AngelList Technology and the Services. The Confidential Information of Customer shall include, without limitation, the Customer Data. For the sake of clarity, Account Data and End User Data shall not be deemed to be Confidential Information of Customer or AngelList and shall instead be governed by AngelList's TOS, including AngelList's Privacy & Cookies Policy. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without the Receiving Party's breach of any obligation owed to the Disclosing Party; (ii) was independently developed by the Receiving Party without the Receiving Party's breach of any obligation owed to the Disclosing Party; (iii) is received from a third party who obtained such Confidential Information without any third party's breach of any obligation owed to the Disclosing Party or (iv) is required by law to be disclosed (in which case the Receiving Party shall provide the Disclosing Party with a reasonable opportunity to seek a protective order maintaining confidentiality).

6.2 Confidentiality Obligations. The Receiving Party shall not (a) use any Confidential Information of the Disclosing Party for any purpose other than to perform its obligations and exercise its rights under this Agreement, or (b) disclose, publish, or disseminate Confidential Information of the Disclosing Party to anyone other than its personnel (including employees, contractors, service providers and consultants) who have a need to know the Confidential Information for the purposes set forth in this Agreement and who are bound by a written agreement that prohibits unauthorized disclosure or use of Confidential Information that is at least as protective of the Confidential Information as the Receiving Party's obligations hereunder. Notwithstanding the foregoing, (i) the Receiving Party shall have the right to share the existence and nature of this Agreement with potential investors or acquirers, or with such Party's attorneys, accountants, bankers, or other professional advisors in connection with a financing, merger, acquisition, corporate reorganization, consolidation, or sale of all or substantially all of its assets, so long as said parties have entered into confidentiality agreements (or are bound by statutory confidentiality obligations) with AngelList containing terms substantially similar to those set forth herein and (ii) AngelList may disclose Confidential Information of the Customer, the terms of this Agreement, and any applicable Customer Agreement to a Subcontractor or Third-Party Integration provider to the extent necessary to perform AngelList's obligations under this Agreement, provided that such disclosure is subject to terms of confidentiality materially as protective as set forth herein.

6.3 Protection. Each Party agrees to protect the confidentiality of the Confidential Information of the other Party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either Party exercise less than reasonable care in protecting such Confidential Information.

6.4 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required by applicable law, provided that the Receiving Party shall make reasonable efforts to provide the Disclosing Party with prior written notice of such compelled disclosure and reasonable assistance (at Disclosing Party's cost) if the Disclosing Party wishes to obtain protective treatment of the Confidential Information. Notwithstanding the foregoing, AngelList may provide the Customer's Confidential Information in response to regulatory requests from governmental authorities such as the Securities and Exchange Commission.

6.5 Return and Destruction. All Confidential Information in any form shall at all times remain the Disclosing Party's property and upon the Disclosing Party's written request, the Receiving Party agrees to deliver to the Disclosing Party, or if not practicable, destroy, all of the Disclosing Party's Confidential Information in the Receiving Party's possession, except that the Receiving Party may retain copies of Confidential Information contained in computer files maintained pursuant to the Receiving Party's customary archiving or back-up procedures (provided that such retained copies shall remain subject to this Section 6).

6.6 Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of this Section 6, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the Parties that any other available remedies are inadequate.

7. Representations and Warranties; Disclaimer.

7.1 Mutual Warranties. Each Party represents and warrants to the other that: (a) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such Party in accordance with its terms; and (b) the execution, delivery, and performance of this Agreement does not violate any other agreement to which it is a party or by which it is otherwise bound.

7.2 By AngelList. AngelList represents, warrants and covenants that (i) the Services will operate materially in accordance with the user documentation applicable to the Services that AngelList makes generally available to its customers; and (ii) it shall perform the Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by AngelList, its Subcontractors or third-party providers, or because of other causes beyond AngelList's reasonable control, but AngelList shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. If any of the Services do not conform to the foregoing warranty in (ii), Customer shall notify AngelList in writing, and AngelList agrees to re-perform the Services in a manner that does materially conform. The foregoing sentence is AngelList's sole obligation, and Customer's sole remedy, for any breach of the warranty set forth in part (ii) of this Section 7.2.

7.3 By Customer. Customer represents, warrants and covenants that: (a) Customer has the necessary rights and permissions or approvals to use and to permit the use, collection and storage of the Customer Data by AngelList as contemplated by this Agreement; and (b) Customer's use of the Services, and Customer's collection, use and processing of End User Data received by Customer via the Services, will be in compliance with, and will not violate, (i) any applicable laws, including any privacy and data protection laws and (ii) Customer's own privacy policies. Customer further represents, warrants and covenants that the Customer Data does not and will not infringe any intellectual property rights or other rights of a third party. In the event of a breach, or reasonably anticipated breach, of the foregoing warranties, in addition to any other remedies available at law or in equity, AngelList will have the right, in its sole discretion, to immediately suspend any related Services if deemed reasonably necessary by AngelList to prevent any liability accruing to it.

7.4 DISCLAIMERS. NEITHER ANGELLIST NOR OF ANY OF ITS PERSONNEL, AFFILIATES OR SUBCONTRACTORS ARE PROVIDING ANY INVESTMENT OR LEGAL ADVICE OR SERVICES THROUGH CUSTOMER'S USE OF THE SERVICES AND CUSTOMER AGREES THAT IT WILL SEEK INDEPENDENT FINANCIAL AND/OR LEGAL ADVICE WHERE NECESSARY OR APPROPRIATE. ANGELLIST MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER AS TO WHETHER THE SERVICES ARE COMPLIANT WITH ANY LAWS, REGULATIONS, RULES, OR ORDINANCES OF ANY JURISDICTION. CUSTOMER ACKNOWLEDGES AND AGREES THAT (I) NO REGULATORY AUTHORITY HAS EXAMINED OR APPROVED THE SERVICES AND THAT ANGELLIST IS NOT A BROKER-DEALER OR REGULATED BY THE FINANCIAL INDUSTRY REGULATORY AUTHORITY, (II) ANGELLIST OBTAINS CERTAIN INFORMATION CONTAINED IN THE SERVICES FROM THIRD PARTY SOURCES “AS IS”, AND THEREFORE PROVIDES SUCH INFORMATION TO CUSTOMER ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND (III) ANGELLIST MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE COMPLETENESS OF ANY INFORMATION PROVIDED AS PART OF THE SERVICES OR THAT SUCH INFORMATION OR SERVICES WILL MEET CUSTOMER'S NEEDS. THE WARRANTIES SET FORTH ABOVE IN THIS SECTION 7 ARE THE PARTIES' SOLE WARRANTIES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. EXCEPT AS EXPRESSLY STATED IN THIS SECTION 7, THE SERVICES ARE PROVIDED “AS IS” AND ANGELLIST MAKES NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY STATED IN THIS SECTION 7, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED.

8. Limitations of Liability.

8.1 Exclusions. EXCEPT FOR A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, CUSTOMER'S BREACH OF SECTION 2.3 OR SECTION 2.4, OR CUSTOMER'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR: (A) ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS, PROFITS OR INVESTMENT OPPORTUNITY; (B) ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; OR (C) ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO ANGELLIST UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE FIRST CLAIM, IN EACH CASE, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH HEREIN, ANGELLIST WILL NOT BE LIABLE FOR ANY DAMAGES OR MATTER BEYOND ANGELLIST'S REASONABLE CONTROL.

8.2 Basis of the Bargain; Failure of Essential Purpose. Customer acknowledges that AngelList has set its prices and entered into this Agreement in reliance upon the limitations of liability and the disclaimers of warranties and damages set forth herein, and that the same form an essential basis of the bargain between the Parties. The Parties agree that the limitations and exclusions of liability and disclaimers specified in this Agreement will survive and apply even if found to have failed of their essential purpose.

9. Indemnification.

9.1 By Customer. Customer shall defend, indemnify and hold harmless AngelList and its shareholders, officers, directors, employees, affiliates and agents (each an “AngelList Indemnified Party”) from and against any and all damages, liabilities, costs, expenses, and losses (including, without limitation, reasonable legal fees) (collectively, “Losses”) incurred by such AngelList Indemnified Party arising out of any third-party claim, action, suit or proceeding brought against an AngelList Indemnified Party to the extent such Losses relate to (a) a breach of any of Customer's warranties set forth in Section 7.3, (b) any Customer Data, Account Data or End User Data or AngelList's use of any such data in accordance with this Agreement, (c) a Third-Party Integration provided by Customer, (d) Customer's or its Users' use of the Services in violation of this Agreement, or (e) Customer's use of the Services in violation of applicable laws and government regulations (including the federal Fair Credit Reporting Act, 15 USC §§ 1681 et seq. and any equivalent state laws, as they may be amended from time to time).

9.2 By AngelList. AngelList shall defend, indemnify and hold harmless Customer and its shareholders, officers, directors, employees, affiliates and agents (each a “Customer Indemnified Party”) from and against any and all Losses incurred by such Customer Indemnified Party arising out of any third-party claim, action, suit or proceeding brought against a Customer Indemnified Party to the extent such Losses relate to any allegation that the Services directly infringe any U.S. patents or copyrights or misappropriate any trade secrets recognized as such under the Uniform Trade Secrets Act (an “Infringement Claim”). If the Services become, or in AngelList's opinion are likely to become, the subject of an Infringement Claim, AngelList may, at its option and expense, either (a) procure for Customer the right to continue using the Services, (b) replace or modify the Services so that they become non-infringing, or (c) if options (a) and (b) are not commercially practicable in AngelList's reasonable estimation, terminate the applicable Service Order and give Customer a prorated refund of the Subscription Fees prepaid by Customer for the then current Initial Term or Renewal Term. Notwithstanding the foregoing, AngelList will have no obligation under this Section 9.2 or otherwise with respect to any Infringement Claim to the extent it is based on: (i) any use of the Services not in accordance with this Agreement, (ii) any use of the Services in combination with other products, equipment, software, systems, devices or data not supplied by AngelList (e.g., Third Party Integrations), unless the Infringement Claim would have arisen irrespective of such combination, or (iii) any modification of the Services by any person other than AngelList's personnel in violation of this Agreement. This Section 9.2 states AngelList's entire liability and Customer's sole and exclusive remedy for Infringement Claims.

9.3 Indemnification Process. The indemnified party will (i) promptly give the indemnifying party written notice of any claim for which it seeks indemnification under this Section 9, (ii) give the indemnifying party sole control of the defense and settlement of such claim (except that the indemnifying party may not settle any claim unless it unconditionally releases the indemnified party of all liability), and (iii) give the indemnifying party all reasonable assistance with such claim, at the indemnifying party's expense. The Parties agree that the indemnified party may join in the defense of any such claim with its own counsel at its expense.

10. Term and Termination.

10.1 Term. The term of this Agreement shall commence on the Effective Date and shall continue for so long as there is a Customer Agreement in effect or for as long as AngelList is providing Services to the Customer (the “Term”), unless terminated earlier as provided herein. Except as otherwise set forth in the Customer Agreement, the term of Customer's subscription for all recurring Services under a Customer Agreement shall automatically renew for the same period as the Initial Term set forth in a Customer Agreement unless either Party provides the other Party with written notice of its intent not to renew at least thirty (30) days prior to the Customer Agreement's Subscription End Date.

10.2 Termination. Either Party will have the right to terminate this Agreement, or the applicable Customer Agreement, if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of the same or if the material breach is incapable of being cured. The foregoing cure period shall not apply in the case of failure to pay Fees. Either Party may terminate this Agreement if: (i) the other Party becomes the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors; (ii) the other Party becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within sixty (60) days of filing or (iii) the other Party ceases its operations. Any termination of this Agreement shall automatically result in the termination of all Customer Agreement, but any termination of a Customer Agreement shall not serve to terminate this Agreement or any other Customer Agreement.

10.3 Effect of Termination. Upon the effective date of expiration or termination of this Agreement for any reason: AngelList may immediately cease providing the Services hereunder any and all payment obligations of Customer under this Agreement will become due immediately.

10.4 Survival. The following provisions will survive any expiration or termination of the Agreement: Sections 1, 2.5, 2.7, 3, 4, 5, 6, 7 8, 9, 10.3, 10.4, 11 and 12.

11. Marketing and Publicity.

Customer acknowledges that AngelList may issue, publish, disclose and release its relationship with Customer, and utilize Customer's logos, trademarks, service marks in connection therewith, without the express prior written consent of Customer, provided that such disclosure is made in accordance with Section 3 of this Agreement.

12. Miscellaneous Provisions.

12.1 Force Majeure. Except for the obligation to pay money, neither Party will be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond its reasonable control, including acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, cyberattacks or war, hosting or similar services outages or denial of service other than for such Party's breach, cyberattacks, worms, bots, or similar malware. In the event that a force majeure event prevents a Party from performing it obligations hereunder for more than sixty (60) days, the other Party may terminate this Agreement with fifteen (15) days written notice, in which case Customer will receive a prorated refund of any Subscription Fees already paid for the then-current Initial Term or Renewal Term, as applicable.

12.2 Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. Any dispute arising out of this Agreement will be subject to the exclusive jurisdiction of the state courts located in San Francisco, California and the federal courts of the United States in the Northern District of California, and each Party consents to the personal jurisdiction thereof and waives any right it may otherwise have to challenge the appropriateness of such forums. Notwithstanding, either Party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property rights.

12.3 Severability; Waiver. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified so as best to accomplish the original intent of the Parties to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving Party.

12.4 Construction. The Parties acknowledge and agree that they have had the opportunity to review and discuss this Agreement with and obtain advice from their legal counsel. Therefore, the Parties waive the application of any rule of construction providing that ambiguities in an agreement will be construed against the Party drafting such agreement.

12.5 Assignment. Neither Party shall have the right to assign this Agreement, in whole or in part, or any of its rights or obligations under this Agreement, without the prior written consent of the other Party, except that each Party may assign this Agreement with written notice to the other Party as part of a corporate reorganization, upon a change of control, consolidation, merger, or sale of all or substantially all of its assets to which this Agreement relates. Any attempted assignment or delegation without such consent will be void. Subject to the foregoing, this Agreement will bind and inure to the benefit of each Party's successors and permitted assigns.

12.6 Notices. All notices, demands or other communications given hereunder shall be in writing and shall be deemed to have been duly given when delivered in person or transmitted by email transmission, overnight express mail or on the third calendar day after being mailed by United States registered or certified mail, return receipt requested, to the addresses indicated on the signature page hereto.

12.7 Independent Contractors. AngelList and Customer are independent contractors. This Agreement will not establish any relationship of partnership, joint venture, employment, or franchise between AngelList and Customer, except as otherwise expressly provided herein.

12.8 Entire Agreement. The terms and conditions of any Customer Agreement and any exhibits, schedules, and other documents referenced herein or therein are incorporated into the terms and conditions of this Agreement, and constitute the complete and exclusive agreement between the Parties with respect to the subject matter hereof, and supersede and replace any and all prior or contemporaneous discussions, negotiations, understandings and agreements, written and oral, regarding such subject matter. AngelList reserves the right, at our sole discretion, to modify, update, or replace this Agreement at any time. Such changes will become effective upon providing notice to you, which may include posting the updated Agreement on our website or through other appropriate communication channels. Your continued use of our services after the effective date of any changes constitutes your acceptance of the revised Agreement. In the event of any conflict in the documents which constitute this Agreement, the order of precedence will be (a) any Customer Agreement; (b) this Master Services Agreement (unless a particular provision of the Master Services Agreement expressly states otherwise); and (c) any other schedules, exhibits and other documents referenced and incorporated herein and therein. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together shall constitute one and the same instrument.