Main Services Agreement

Effective date: March 7, 2023

This Main Services Agreement (this “MSA”) between Tactivos Inc. dba Mural (“Mural”) and the customer identified in the relevant Order Form  (“Customer”) permits such Customer to purchase Mural’s Services (as defined below) pursuant to Order Forms referencing this Agreement, and includes any supplements and addenda referenced herein (collectively, the “Agreement”) and shall govern Customers' purchases of Mural Services from the Effective Date, unless otherwise agreed in the Order Form. Each of Mural and you may also be referred to in this Agreement as a “party” or collectively as the “parties.”

1.  Definitions

Some capitalized terms are defined in this Section 1 and others are defined contextually elsewhere in the Agreement.

1.1 “Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with a party. 

1.2 “Authorized Users” means the individual human collaborators who you authorize to use the Services.

1.3 “Content” means the files, documents, objects, information, and materials that Authorized Users create, upload, or store using the Services.

1.4 “Documentation” means the online documentation, guidelines and policies provided by Mural in relation to the Services, Content and Materials, including our service descriptions, Service Level Agreement (“SLA”), Acceptable Use Policy, Copyright Policy, API Policy, technical documentation, user guides and support documentation.

1.5 “Integration” means any software application, functionality, website, product or service that will connect to or integrate with the Services or embed certain functionality into a third party platform or service, via an API or SDK. You and your Authorized Users choose which Integrations to activate with respect to your use of the Services.

1.6 “Materials” means any data, know-how, ideas, methods, models, specifications, techniques, activities, frameworks, templates, content, and other technology or materials provided by Mural in connection with the Services. 

1.7 “Order Form” means an ordering document regarding the Services to be provided under this Agreement that is entered into between Mural or any of its Affiliates and Customer, or between Mural and any of Customer’s Affiliates.

1.8 “Site” and “Sites” mean our websites at <mural.co> and any other websites we may later own or operate. 

1.9 “Subscription” means the certain Mural shared services offered on a subscription basis, as and to the extent listed on a mutually executed Order Form.

2. The Services

2.1 Services access and use. In accordance with the terms and conditions of this Agreement, Mural shall grant you and your Authorized Users access to and use of the products and services as detailed in Documentation pursuant to a duly-executed Order Form (the “Services”) for your internal business purposes. If your purchase includes Materials, Mural grants you and your Authorized Users (if applicable) a limited, non-exclusive, non-sublicensable, non-transferable right and license to access and use (view, download, print, reproduce, distribute and display) the Materials solely for your own personal or internal business purposes. You may not make any public or commercial use of the Materials, or modify, create derivative works from, or publicly publish, distribute or display the Materials. All other uses of the Materials are subject to Mural’s express prior written approval, which may be granted or denied by Mural in our sole discretion. After the Order Form Term or Subscription Term (as applicable, either may be referred to as the “Term”), you may retain your personal copies of the Materials downloaded or otherwise received during the Term, subject to the terms of this Agreement, but may not otherwise access or use the Materials after the Term. You agree that your purchase of Services is not contingent on the delivery of any future features or functionality, or dependent on any oral or written public comments made by us regarding future functionality or features. 

2.2 Ownership of the Services. The Services and Materials, as well as the trademarks or service marks for or associated therewith, are owned by or licensed to Mural and subject to intellectual property rights under United States and foreign laws and international conventions. We reserve all rights in the Services and Materials. You must retain all trademark, copyright and other proprietary notices contained in and on the Services and Materials. You gain no independent rights to the Services, Materials, any Mural intellectual property, or to any other data, content or information to which you may have access through our Services, simply by virtue of using our Services or Materials.

2.3 Authorized Users. The Services may only be accessed and used by Authorized Users in accordance with this Agreement, including the Documentation. You are responsible for the activity of your Authorized Users and the confidentiality of your and their login credentials. 

2.4 Your responsibilities. You are responsible for, and for any liability resulting from: your Content; your use of the Services; all actions taken through your account, whether or not actually or expressly authorized by you; and acquiring, maintaining and securing your own networks, hardware, software, and computer systems, which are not included in the Services. You may not (i) misappropriate or otherwise commercially exploit any part of the Services or Materials; (ii) modify, disassemble, decompile, reverse engineer, copy, reproduce, or create derivative works from the Services or Materials; (iii) damage or tamper with any part of the Services; (iv) breach any security measure; or (v) access the Services to compete with Mural or build a competitive product or service.

2.5 Your Content. By accessing and using the Services, you grant us a license to host, use, transmit, display, perform, copy, distribute, and modify your Content solely to enable us to provide the Services. (We may need to modify your Content to conform to technical requirements for viewing on your computer or mobile device.) This above license is non-exclusive, royalty-free, sublicensable (as expressly provided for below), revocable and worldwide. Mural may only sublicense to third parties with whom Mural has a contractual relationship and only for the limited purpose of providing the Services to you under this Agreement. When your Content is no longer stored on the Services or this Agreement terminates, this license ends. This license also applies to Content that is submitted through or stored on Integrations; if you choose to use an Integration with a Service, you grant us permission to allow the Integration and its provider to access Content, data and information about your usage of the Integration as appropriate for the interoperation of that Integration with the Services. Subject to the limited licenses granted herein, Mural acquires no right, title or interest from you or your licensors under this Agreement in or to any Customer Content. Mural has no general obligation to monitor, and does not monitor, your Content.

2.6 Third Party Services. The Services may contain, enable or link to third party websites, applications, services or content, including via Integrations (collectively “Third Party Services”). We do not own or operate the Third Party Services and cannot guarantee their continued availability or compatibility. We have not reviewed, and cannot review, all of the material made available through Third Party Services. We do not warrant or support the Third Party Services. The availability of such links through the Services does not represent, warrant or imply that we endorse any Third Party Services or any content, materials, opinions, goods or services available on or through them. Our Documentation does not apply to Third Party Services. Your decision to visit or link to a Third Party Service, or to activate an Integration, is your decision and your responsibility. We are not responsible for any breach of your Content or any information that is transmitted to, or accessed by, a Third Party Service.

3. Payment

3.1 Payment. Customer agrees to pay the “Service Fees” set forth in one or more Order Forms. Payments are non-cancelable, non-transferable, non-refundable, and not subject to acceptance, except as expressly stated elsewhere in the Agreement.  

3.2 Taxes. All quoted fees and costs are exclusive of taxes, duties, levies, tariffs, and other governmental charges (including, VAT or withholding tax) (collectively “Taxes”). You are responsible for payment of all Taxes and any related interest and penalties resulting from your purchases, other than any Taxes based on Mural’s net income. 

3.3 Invoices. Mural will invoice you as follows: (a) as of the first day of each payment period for the Service Fees and Taxes due for that payment period, as set forth in the applicable Order Form; and (b) as necessary during the Order Form Term, for any expenses incurred; (each an “Invoice”). All Invoices are issued in United States dollars. Unless otherwise stated in your Order Form, all payment periods are on an annual basis, and each Invoice is due and payable thirty (30) days following the Invoice date according to the payment instructions provided on the Invoice. You may add a purchase order number to an Invoice, if necessary for your internal payment processing requirements.

3.4 Late payments. In the event of late payments or non-payments (collectively, “Delinquent Accounts”), Mural reserves the right to suspend the Services, charge interest on any past-due amounts, or downgrade you to a Free Plan until those amounts are paid in full, to be decided by us in our sole discretion. If, after working in good faith with the Customer, Mural is not successful in resolving the Delinquent Account, any interest will accrue on past due amounts at the rate of one and one half percent (1.5%) per month, but in no event greater than the highest rate of interest allowed by law, calculated from the date such amount was due until the date that payment is received by Mural. Further, Customer will reimburse Mural for the reasonable costs of collection, including reasonable fees and expenses of attorneys. 

4. Termination

4.1 Term. This Agreement will remain in effect commencing as of the effective date (indicated above the signature block below) and continuing until terminated by one of the parties as set forth in this Agreement. Your access to the Services commences on the start date indicated in an Order Form and continues until the end date indicated on the Order Form (the “Order Form Term”). Except as otherwise specified in an Order Form, Subscriptions will automatically renew for subsequent terms of one year at a time ("Renewal Term"), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant Subscription term. The per-unit pricing during any Renewal Term (including true-ups) will increase by up to 3% above the applicable pricing in the prior term, unless Mural provides you notice of different pricing at least 30 days prior to the applicable renewal term. Notwithstanding anything to the contrary, renewal of any free, complimentary, promotional or one-time priced subscriptions will renew at our applicable list price or the relevant uplifted per-unit pricing agreed between the parties, whichever lower, in effect at the time of the applicable renewal, and any renewal in which subscription volume for any Services has decreased from the prior term will result in re-pricing at renewal without regard to the prior term’s per-unit pricing.

4.2 Termination for cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to correct the breach within thirty (30) days following written notice specifying the breach. In addition, if a party becomes or is declared insolvent or bankrupt, is the subject of any proceedings relating to its liquidation, insolvency, or for the appointment of a receiver, or makes an assignment for the benefit of any creditor, then the other party may terminate this Agreement immediately upon written notice. If you terminate this Agreement for cause under this Section 4.2, we will refund to you any prepaid fees or expenses covering the remainder of your Order Form Term after the effective date of termination. If we terminate this Agreement for cause, you will pay any outstanding Invoices and any unpaid fees or expenses covering the remainder of the Order Form Term after the effective date of termination. 

4.3 Effect of termination. Upon termination of this Agreement (or the expiration of any Order Form Term, if Customer has not renewed the Services through another Order Form), Customer’s right to access and use the Services will immediately end, and Customer and its Authorized Users will immediately cease all use of the Services. The parties also will cease any and all use of Confidential Information belonging to the other party, and return or destroy any such Confidential Information upon request. In no event will any termination or expiration relieve you of your obligation to pay any fees payable to us for the period prior to the effective date of termination. 

4.4 What happens to your Content. Upon termination of this Agreement or the expiration of an Order Form that is not renewed through another Order Form, we will have no further obligation to maintain or provide you with access to the associated Services and may thereafter, unless legally prohibited, delete any associated Content in our systems or otherwise in our possession or under our control pursuant to our standard data retention policies and procedures.

4.5 Survival.  The rights and obligations of Mural and Customer contained in the following sections will survive expiration or termination of this Agreement:  Sections 6 (Payment Terms), 7.3 (Effect of Termination), 7.4 (What Happens To Your Content), 7.5 (Survival), 10 (Confidentiality),  11.3 (Warranty Disclaimer), 15 (Indemnification), 16 (Limitations of Liability), and 19 (Miscellaneous).

5. Security; Data

5.1 Data Processing Addendum. The parties expressly incorporate by reference the Mural Data Processing Addendum (“DPA”) to ensure compliance with global laws and regulations related to the processing of Personal Data (defined in the DPA) in connection with the Services and this Agreement. 

5.2 Security. Mural has adopted and will maintain administrative, technical, physical, and organizational Security Measures (defined in the DPA) as detailed in Schedule F of our DPA. 

5.3 Compatibility. Provision of the Services to you involves the ongoing operation, support, and improvement of the Services. Mural securely processes information related to how the Services are used by all customers and users to analyze, develop, protect, and improve the Services, including developing new features or functionality for the Services as well as developing new related or expected products or services. You acknowledge and agree that Mural may process Personal Data for such purposes, and that such purposes are compatible with, reasonably necessary, and proportionate to providing the Services. 

5.4 Acknowledgement. You acknowledge that: (a) Mural is not a “Business Associate” as defined in HIPAA, and that the Services are not HIPAA compliant; (b) Mural is not critical infrastructure, a banking service provider, or a high-risk or critical vendor as those terms are generally understood under applicable financial regulations; (c) Mural does not act as a “school official” as defined under FERPA, and customers are solely responsible for using the Services only for non-FERPA covered purposes; and (d) you will not use Mural Services to store, transmit or process any special categories of data as enumerated in GDPR Article 9(1) or any tax identification numbers, Social Security numbers, driver’s license numbers, or other similar government identification numbers. Notwithstanding anything in our Agreement to the contrary and to the maximum extent permitted by law, Mural will have no liability for any use of the Services in violation of this Section 5.4.

6. Confidentiality

6.1 Definition. “Confidential Information” means all information disclosed by a party to the other party, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer Content is Customer Confidential Information, provided that if you instruct us in writing or through the Services to share or otherwise publish your Content, we are entitled to do so in accordance with this Agreement. Mural Confidential Information includes: the software for the Services, whether in source or executable code; Product Research materials and information; nonpublic business, product, marketing, pricing and sales information; audit materials and reports; internal policies, procedures and controls; and the results of any performance tests of the Services. Confidential Information does not include information that: (i) is or becomes generally known to the public through no breach of any obligation owed to the disclosing party; (ii) was known to the receiving party prior to its disclosure by the disclosing party without breach of any obligation owed to the disclosing party; (iii) is received from a third party without knowledge of any breach of any obligation owed to the disclosing party; or (iv) is independently developed by the receiving party. 

6.2 Protection of Confidential Information. As between the parties, each party retains all ownership rights in and to its Confidential Information. The parties will comply with the terms of any nondisclosure agreement between Customer and Mural. If no such agreement exists, the receiving party will: (a) use the same degree of care that it uses to protect the confidentiality of its own Confidential Information of like kind (but not less than reasonable care); (b) not use or disclose any Confidential Information of the disclosing party for any purpose outside the scope of this Agreement; and (c) limit access to Confidential Information of the disclosing party, except as otherwise authorized by the disclosing party in writing, to only those employees, agents and contractors (including its Affiliates, legal counsel, auditors and accountants) who (i) need that access for purposes consistent with this Agreement and (ii) are bound to obligations of confidentiality that are not materially less protective of the Confidential Information than those contained in this Agreement. 

6.3 Compelled disclosures.  Notwithstanding the foregoing, Confidential Information may be disclosed to the extent required by any court or governmental agency. Before disclosing such information, the receiving party must provide the disclosing party with sufficient advance notice of the request for the information to enable the disclosing party to exercise any rights it may have to challenge or limit the request to receive such Confidential Information.‍ If the receiving Party is compelled by law to disclose the disclosing party’s Confidential Information as part of a civil proceeding to which the disclosing Party is a Party, and the disclosing Party is not contesting the disclosure, the disclosing Party will reimburse the receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

7. Representations, Warranties & Covenants

7.1 Mutual commitments. Each party to this Agreement represents that its signatory is duly authorized to enter into this Agreement and each Order Form on such party’s behalf. Each party agrees to comply with all applicable laws and regulations with respect to its activities related to the Services and this Agreement.

7.2 Mural commitments. In addition to the representations, warranties and covenants elsewhere in this Agreement, Mural further represents, warrants and covenants that: (a) Mural will not materially decrease the overall functionality of the Services during each Order Form Term; (b) Mural will not materially lower the level of security and protection of the Services; (c) the Services will be free from any “copyleft” open source license that would require the open licensing of Customer Content; and (d) we conduct background checks on all of our employees and independent contractors with access to Customer Content. With respect to Services, Mural warrants only that the relevant Services will be performed consistent with generally accepted industry standards. If the Services do not conform to such warranty, Mural will re-perform the non-conforming Services. For any breach of a warranty in this Section 7.2, Customer’s exclusive remedies are for Mural to correct the defects in the Service and those described in the “Termination” section above.

7.3 Warranty disclaimer. Except as expressly provided for in this Agreement and, if applicable, the SLA, and to the maximum extent permitted by law, the Services are provided warranty free, on an "as is" and "as available" basis. We make no further representations, warranties or conditions of any kind, express or implied, including any warranties of merchantability, fitness for a particular purpose, accuracy, completeness, or non-infringement. We further disclaim any and all warranties arising from the course of dealing or usage of trade. Some states or jurisdictions do not allow the limitation or exclusion of certain warranties, or the exclusion or limitation of certain damages. If you reside in one of these states or jurisdictions, the above limitations or exclusions may not apply to you.

8. Feedback; Product Research

8.1 Feedback. If you or any of your Authorized Users send us feedback or suggestions regarding the Services, there is a chance we will use it, although we are not obligated to use it. If we choose to implement suggestions or feedback, then it becomes part of the Services and our property. Unless in the context of Product Research, all suggestions or feedback will be treated as non-confidential and non-proprietary and we will not be liable for any use or disclosure of any suggestions or feedback, nor will the submitter be entitled to any compensation for our use of their suggestion or feedback.

8.2 Product Research. As part of the Services, from time to time you or certain of your Authorized Users may be invited to participate in studies, focus groups, workshops, beta testing, or other research or testing of features, products or services, some of which may not yet be ready for general release (“Product Research”). Participation is completely voluntary. We are not forming a partnership, joint venture, agency, or employment relationship with you or your Authorized Users just by virtue of participating in Product Research. We are under no obligation to generally release the feature or functionality subject to Product Research, or to provide any special maintenance, technical support, or other service or support for Product Research. All materials associated with Product Research are provided on an "as is" and "as available" basis, without any warranties of any kind, express or implied.

9. Publicity

Mural may refer to you as one of Mural’s customers for marketing or promotional purposes. You grant us the right to use your name and logo solely for such purposes. We will adhere to any trademark guidelines that you provide to us, and any goodwill that arises from our use of your name or logo shall inure solely to your benefit. In addition, you agree to serve as a reference account for Mural. We will provide you with reasonable notice and obtain your consent before scheduling any reference calls. You may elect not to serve as a reference account at any time during the Agreement term by contacting your designated Mural account representative. Neither party will issue a press release about Customer becoming a Mural customer or a case study about Customer’s experience with the Services without the prior written consent of the other party.

10. Disputes; Choice of Law

This Agreement will be governed by and interpreted in accordance with the internal laws of the states or countries specified in Schedule A, without regard to conflicts of laws principles. In the event of any controversy or claim arising out of or relating to this Agreement, or its breach or interpretation, the parties will submit to the exclusive jurisdiction of and venue in the applicable courts or arbitration bodies specified in the table below. Each party waives all defenses of lack of personal jurisdiction and inconvenient forum.

11. Indemnification

11.1 Indemnification by Mural. Mural will defend Customer against any claim, demand, suit or proceeding made or brought against Customer by a third party alleging that any Services infringe or misappropriate such third party’s intellectual property rights (a “Claim Against Customer”), and will indemnify Customer from any damages, attorney fees and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a settlement approved by Mural in writing of, a Claim Against Customer. In the event that our right to provide the Services is threatened or enjoined, we may in our sole discretion either obtain the right to continue providing the Services, or replace or modify the Services so that they become non-infringing, or, if such remedies are not reasonably available, terminate this Agreement upon thirty (30) days written notice without liability to you and refund any prepaid fees covering our Services on a pro-rata basis following the effective date of such termination. The above defense and indemnification obligations will not apply if the Claim Against Customer arises from: (i) the use or combination of the Services or any part thereof with any software, hardware, data, or processes not provided by Mural, and the Services or use thereof would not infringe without such combination; or (ii) Customer Content, a Third Party Service, or Customer’s material breach of this Agreement. 

11.2 Indemnification by Customer. Customer will defend Mural and its Affiliates against any claim, demand, suit or proceeding made or brought against Mural by a third party: (a) alleging that the combination of a Third Party Service or configuration provided by Customer and used with the Services infringes or misappropriates such third party’s intellectual property rights; or (b) arising from (i) Customer’s use of the Services or Content in an unlawful manner or in violation of the Agreement, (ii) any Content or Customer’s use of Content with the Services, or (iii) a Third Party Service provided by Customer; ((a)-(b) each a “Claim Against Mural”); and will indemnify Mural from any damages, attorney fees and costs finally awarded against Mural as a result of, or for any amounts paid by Mural under a settlement approved by Customer in writing of, a Claim Against Mural. The above defense and indemnification obligations will not apply if the Claim Against Mural arises from Mural’s material breach of this Agreement.

11.3 Indemnification procedures. Each party’s respective defense and indemnification obligations are contingent upon: (1) the indemnified party providing the defending party with prompt written notice of an eligible claim (no more than thirty (30) days after receipt of notice of the claim), as well as reasonable cooperation, assistance and information in the defense and settlement of any claim; and (2) the defending party having sole authority to defend or settle such claim (provided that the defending party will not enter into a settlement that is not confidential, requires an admission of fault, or imposes non-monetary relief without the indemnified party’s prior written consent, which shall not be unreasonably withheld). The indemnified party will have the right to participate in the defense with counsel of its own choosing at its own expense, provided that such representation does not interfere with the defending party’s right to control the defense.

11.4 Exclusive remedy. This Section 11 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any third party claim described in this section notwithstanding anything to the contrary in this Agreement.

12. Limitation of Liability

12.1 Notwithstanding anything in the Agreement to the contrary and to the maximum extent permitted by law, in no event shall either party be liable to the other party for any incidental, special, exemplary, consequential, or punitive damages, including loss of income, profits, or revenue, business interruption, or cost of substitute services, whether or not such party has been advised of the possibility of such damages, and whether any claim for recovery is based on theories of contract, warranty, tort (including negligence and strict liability), or otherwise.

12.2 Except for the excluded liabilities, notwithstanding anything in the Agreement to the contrary and to the maximum extent permitted by law, in no event shall either party’s aggregate liability to the other in connection with this Agreement or Customer’s access to and use of the Services exceed the total fees paid by Customer for the Services under which the claim arose in the twelve (12) month period preceding the claim or action, regardless of the form or theory of the claim or action. 

12.3 For purposes of this Section 12, the “excluded liabilities'' means any liabilities arising from: (a) indemnification obligations under Section 11 (Indemnification); (b) breach of Section 6 (Confidentiality); (c) breach of Section 2.1 (Services access and use); and (d) Customer’s obligation to pay all outstanding Invoices, fees and expenses.

13. For U.S. Government Customers

Mural provides the Services, including all related software and documentation to the extent applicable, for ultimate federal government use solely in accordance with the following: Government technical data and software rights related to the Services include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with Federal Acquisition Regulation (48 C.F.R. 2.101) ("FAR") 12.211 (Technical Data) and 12.212 (Computer Software), and for Department of Defense transactions, Defense Federal Acquisition Regulation Supplement (“DFAR”) 252.227-7015 (Technical Data Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation), as applicable, and notwithstanding any other FAR, DFAR, or other contractual clause to the contrary in any agreement into which this Agreement may be incorporated. If a government agency needs additional rights, it must negotiate with Mural to determine if there are acceptable terms for granting those rights, and a mutually acceptable written addendum to this Agreement must be executed specifically granting those rights. Mural may make available certain deployments of the Services that are expressly designated for use by government customers at their option, and such deployments will be subject to a Plan Supplement. 

14. Export Compliance

Access to the Services may not be legal in jurisdictions where Mural is not authorized to do business or that are subject to embargoes or sanctions. Each party agrees to comply with all relevant U.S. and foreign export and import laws in connection with this Agreement. By accessing and using the Services, you represent, warrant, and covenant that you and your Authorized Users:  are not or located in (or a national of) a country that is subject to a U.S. government embargo or subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including the lists maintained by the United Nations Security Council, the U.S. Government (e.g., the U.S. Department of Treasury's Specially Designated Nationals list and Foreign Sanctions Evaders list, and the U.S. Department of Commerce’s Entity List), European Union or its member states, or other applicable government authority. Any attempt to access or use the Services in breach of the foregoing, or by any person, is considered a material breach of the Agreement. We reserve full rights to change or limit access to the Services as necessary to ensure compliance with applicable laws and regulations.

15. Miscellaneous

15.1 Modifications. Any modification to this MSA will only be effective if executed in a written amendment signed by duly authorized representatives of the parties.

15.2 Assignment. Neither party may assign or transfer this Agreement, in whole or in part, without the prior written consent of the other party (not to be unreasonably withheld) except in the event of either: (1) the direct or indirect acquisition of either (a) the majority of voting stock of such party or (b) all or substantially all of the assets of such party, by another entity in a single transaction or a series of transactions; or (2) the merger of such party with another entity. Any attempted assignment or transfer in violation of this Section 15.2 will be null and void.  Subject to the foregoing restrictions, this Agreement will inure to the benefit of the successors and permitted assigns of the parties.

15.3 Notice. All notices required to be sent under this Agreement must be in writing and sent to the other party at the address set forth below the signature block. If no address is listed for Customer, notice to Customer will be effective if given to the last known address. Notice will be deemed given upon: (i) the date actually delivered in person; (ii) the day after the date sent by overnight courier; or (iii) five (5) days following the date such notice was mailed by first class or registered mail.

15.4 No third party beneficiaries. This Agreement is intended for the sole and exclusive benefit of the signatories; there are no third party beneficiaries, and only the parties may enforce this Agreement. 

15.5 Relationship of the parties. Nothing in this Agreement will be deemed to create an agency, partnership, joint venture, employer-employee or franchisor-franchisee relationship of any kind between the parties. Neither party will have the power to bind the other or to incur obligations on the other’s behalf without such other party’s prior written consent. 

15.6 Waiver and severability. 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. This Agreement operates to the fullest extent permissible by law. 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. 

15.7 Titles and headings. The section titles and headings are for convenience only and have no legal or contractual effect. The word “will” shall be construed to have the same meaning as “shall.” The words “include,” “includes,” and “including” will be deemed to be followed by “without limitation.” The word “or” will not be exclusive. The phrase “to the extent” will be construed to mean the degree to which a subject or other matter extends, and such a phrase will not simply mean “if.” Where a word is defined herein, references to the singular will include references to the plural and vice versa. All references to “days” will be deemed to refer to calendar days unless otherwise specifically provided. All references to “$” and “dollars” will be deemed to refer to United States currency unless otherwise specifically provided​​. 

15.8 Customer Affiliates. Authorized Users of Customer Affiliates may use the Services as Authorized Users of Customer. In such a case, Customer shall remain fully responsible for such Affiliates’ acts and omissions to this Agreement. Alternatively, a Customer Affiliate may enter into its own Order Form(s) as mutually agreed with Mural. In this alternative case, by entering into a separate Order Form your Affiliate agrees to be bound by the terms of this Agreement and treated as the “Customer.” Neither Customer nor any of its Affiliates have any rights under each other’s Order Forms, and a breach or termination of any Order Form is not a breach nor termination under any other.

15.9 Entire agreement. This Agreement constitutes the complete and exclusive agreement between the parties concerning its subject matter and supersedes all prior or contemporaneous agreements, written or oral, concerning its subject matter. Notwithstanding any language to the contrary, no terms or conditions stated in any software, onboarding, support, marketing or other materials , will be incorporated into or form any part of this Agreement, and all such supposed terms or conditions shall be null and void.

15.10 Order of precedence. To the extent of any conflict or inconsistency between the provisions of this Agreement, the following order of precedence will apply: (1) the Order Form and any applicable supplement or addendum; (2) the DPA and SLA; and (3) this Agreement. Any terms and conditions stated on a purchase order or similar document issued by Customer for payment purposes shall be null and void.

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