Maple Master Customer Agreement

Maple Master Customer Agreement

Effective date: April 27, 2026

This Maple Master Customer Agreement (the “MCA”) is entered into between Maple AI, Inc., a Delaware corporation (“Maple”), and the customer identified on the applicable Order Form (“Customer”). This MCA, each signed Order Form (each, an “Order”), the schedules to that Order, the Maple Product-Specific Terms at maple.inc/mca/product (the “Product-Specific Terms”), the Maple Data Processing Addendum at maple.inc/dpa (the “DPA”), and any signed amendments form the agreement between the parties (the “Agreement”). By signing an Order that incorporates this MCA, Customer accepts this MCA and any applicable Product-Specific Terms.

1. Definitions

Capitalized terms used in this MCA have the meanings set forth below. Capitalized terms used in an Order and not defined here have the meanings given in that Order.

  • “Authorized User” means an individual employee, contractor, or agent of Customer authorized by Customer to use the Service on Customer’s behalf.
  • “Billing Commencement Date” means, for each Location, the earlier of (a) the actual Go-Live Date for that Location, or (b) the Stage Outside Date for the Stage in which that Location is listed.
  • “Caller” means any third party who interacts with the Service, including any guest, customer, or prospective customer of Customer who places, receives, or is the subject of a call or message handled through the Service.
  • “Configurations” means the call scripts, instructions, system prompts, menu data, hours of operation, ordering rules, and other parameters defined by Customer and submitted to or configured within the Service. Configurations are Customer Data.
  • “Confidential Information” means non-public information disclosed by one party to the other that is identified as confidential or that a reasonable person would understand to be confidential, including this MCA, Order pricing, Customer Data, and the Service itself.
  • “Customer Data” means all data, content, audio recordings, transcripts, menu and reservation data, order data, Configurations, and other information that Customer, its Authorized Users, or Callers submit to or generate through the Service.
  • “Documentation” means the user and technical documentation for the Service made available by Maple at docs.maple.inc, as updated from time to time.
  • “Effective Date” means the date of last signature on the applicable Order.
  • “Excluded Claims” means the claims described in Section 11.3.
  • “Go-Live Date” means the date on which Maple makes the Service operational at a Location.
  • “Initial Term” means the period set forth in the Order during which Customer is committed to the Service.
  • “Laws” means all applicable federal, state, local, and foreign laws, regulations, ordinances, orders, and rules.
  • “Location” means an individual restaurant site listed on the Schedule of Locations to an Order.
  • “Master Anniversary” means the later of (a) twelve (12) months after the Effective Date, or (b) twelve (12) months after the latest Billing Commencement Date among all Locations on the applicable Order (each Location’s Per-Location Floor).
  • “Order” means a written order signed by both parties that identifies the Locations, modules, fees, and other commercial terms applicable to Customer’s use of the Service.
  • “Per-Location Floor” means the date that is twelve (12) months after a Location’s Billing Commencement Date.
  • “Process” means to perform any operation or set of operations on data or information, including collection, recording, organization, structuring, storage, adaptation, retrieval, consultation, use, disclosure, transmission, alignment, combination, restriction, erasure, or destruction.
  • “Service” means the Maple voice AI, ordering, drive-thru, and reservations platform and related services described in the Order, including any modules selected on Schedule A and integrations with Third-Party Platforms.
  • “Stage” means a deployment grouping of Locations as set forth on the Schedule of Locations to an Order.
  • “Stage Outside Date” means the date by which billing must commence for all Locations in a Stage, regardless of actual Go-Live Date.
  • “Target Go-Live Date” means the planned, non-binding go-live date for an individual Location, which is optional in the Schedule of Locations.
  • “Telemetry” means aggregated and deidentified data, metrics, technical logs, and learnings about the configuration, performance, and use of the Service that does not identify Customer, any Authorized User, any Caller, or any other natural person.
  • “Third-Party Platform” means any third-party software, system, integration, or service that Customer connects to or uses with the Service, including point-of-sale providers (Toast, Square, Clover, SkyTab/Shift4), reservation providers (OpenTable), telephony providers, and similar third parties.

2. The Service

2.1 Provision of the Service

Subject to the Agreement, Maple will provide Customer with access to and use of the Service for the Locations and modules identified on the Order. Maple grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the term to access and use the Service for Customer’s internal business purposes at the Locations.

2.2 Authorized Users

Only Authorized Users may access administrative features of the Service, using credentials issued by Maple. Customer is responsible for the acts and omissions of its Authorized Users and for all activity occurring under their credentials, except to the extent caused by Maple’s breach of the Agreement. Customer will keep credentials confidential and will promptly notify Maple of any unauthorized use or suspected security compromise.

2.3 Documentation

Maple grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to use the Documentation solely to support Customer’s authorized use of the Service.

2.4 Implementation

Implementation includes phone number provisioning, menu programming, Configurations, point-of-sale integration with Toast, Square, Clover, or SkyTab/Shift4 (as applicable), and reservation integration with OpenTable (where applicable). Specific implementation scope and fees are set forth in the Order.

2.5 Updates

Maple may update the Service from time to time, including by adding, modifying, or removing features. Maple will not materially decrease the overall functionality of the Service during the Initial Term or any then-current Renewal Term.

2.6 Restrictions

Customer will not, and will not permit any Authorized User or third party to: (a) distribute, sell, or sublicense the Service to any third party (other than Authorized Users); (b) use the Service to develop, train, or improve a competing product or service, or provide the Service to third parties; (c) reverse engineer, decompile, disassemble, or attempt to derive the source code of the Service, or access non-public APIs of the Service except as expressly authorized; (d) modify or create derivative works of the Service; (e) remove or obscure any proprietary notices on the Service; (f) publish or disclose benchmarks, performance data, or test results regarding the Service; (g) interfere with or disrupt the integrity, security, or performance of the Service, or conduct security or penetration testing without Maple’s prior written consent; (h) transmit any virus, worm, malicious code, or other harmful component to or through the Service; (i) use the Service in a manner that creates a risk of harm, loss, or injury to any person or property; (j) use the Service in violation of Laws, including those governing call recording, two-party consent, data privacy, telemarketing (including the Telephone Consumer Protection Act and Do Not Call regulations), and export controls; or (k) violate any third-party vendor or data provider restrictions Maple has notified Customer of in advance.

3. Support

During the term, Maple will use commercially reasonable efforts to provide the Service with minimal errors and interruptions and will provide technical support in accordance with Maple’s then-current support policy. Service availability commitments and service credits, if any, will be set forth in a Service Level Agreement attached to the applicable Order or referenced at maple.inc/sla.

4. Customer Data

4.1 Ownership

As between the parties, Customer owns all right, title, and interest in and to Customer Data. Maple makes no claim to Customer Data.

4.2 License to Maple

Customer grants Maple a non-exclusive, worldwide, royalty-free, fully paid-up, non-sublicensable (except to Maple’s subcontractors and service providers under Section 16.7), non-transferable license to host, Process, transmit, store, copy, display, modify, create derivative works of, and otherwise use Customer Data solely to: (a) provide and maintain the Service for Customer; (b) maintain integrations with Third-Party Platforms designated by Customer; (c) prevent or address service, security, fraud, or technical issues; (d) generate Telemetry; and (e) comply with Laws and lawful requests.

4.3 Telemetry

Maple may Process Telemetry without restriction for any business purpose, including to operate, secure, support, analyze, and improve the Service and Maple’s machine learning models. Telemetry does not include audio recordings, transcripts, personal data, or any data that identifies Customer, any Authorized User, or any Caller.

4.4 Recording, Transcription & Consent

Customer acknowledges that the Service records and transcribes phone calls, drive-thru audio, and other voice and text interactions to provide the Service. Customer represents and warrants that it has made all disclosures, provided all notices, and obtained all rights, consents, and permissions necessary for Maple to Process Customer Data and to record, transcribe, and otherwise handle communications with Callers without violating Laws (including federal and state wiretap and two-party consent statutes), third-party rights, or any terms or policies that apply to the communications. Customer further represents and warrants that it has properly configured the Configurations and its systems to make all disclosures to Callers required by Law, including disclosures that Callers are interacting with an AI-based service and that interactions are recorded and transcribed. Maple will provide a configurable recording and AI-disclosure prompt that Customer may use to satisfy these obligations, but Customer is solely responsible for compliance.

4.5 Data Protection

To the extent Maple Processes personal data on behalf of Customer, the parties will comply with the Maple Data Processing Addendum at maple.inc/dpa, which is incorporated by reference and forms part of the Agreement.

4.6 Retention of Rights

Neither party grants any rights not expressly stated in the Agreement. Customer retains all rights in Customer Data. Maple and its licensors retain all rights in the Service, the Documentation, Telemetry, Maple’s technology and machine learning models, and all improvements, modifications, and derivative works of any of the foregoing.

5. Customer Obligations & Warranties

Customer is responsible for the content and accuracy of Customer Data and for compliance with applicable Laws in its use of the Service. Customer represents and warrants that:

  • (a) it has sufficient rights in Customer Data to grant the licenses set forth in Section 4.2;
  • (b) it has made all disclosures, provided all notices, and obtained all rights, consents, and permissions necessary for Maple to Process Customer Data without violating Laws, third-party rights, or any terms or policies that apply to Customer Data;
  • (c) it has not and will not define Configurations in a way that a reasonable person could interpret as objectionable, profane, indecent, harassing, threatening, hateful, deceptive, or otherwise inappropriate;
  • (d) it has properly configured the Configurations and its systems to make all Caller disclosures required by Law, including AI-interaction and recording disclosures (see Section 4.4);
  • (e) if any module of the Service is used to initiate outbound communications, Customer will comply with the Telephone Consumer Protection Act of 1991, the Telemarketing and Consumer Fraud and Abuse Prevention Act, the FTC and state Do Not Call rules, applicable call-time-of-day restrictions, and all consent requirements; and
  • (f) Customer will provide accurate and timely menu, location, hours, pricing, and operational data, and will provide reasonable cooperation and access to enable integrations with Third-Party Platforms.

6. Suspension

Maple may suspend the Service, in whole or in part, on reasonable prior notice (which may be by email) if: (a) Customer materially breaches Section 2.6 (Restrictions) or Section 5 (Customer Obligations & Warranties); (b) Customer is more than 30 days past due on undisputed fees; (c) a change in Law or a Third-Party Platform requirement requires suspension; or (d) Customer’s use creates a risk of harm or loss to Maple, Maple’s other customers, suppliers, licensors, or to the security, availability, or integrity of the Service. Maple will limit the suspension to the affected functionality where reasonably practicable and will restore the Service promptly once the cause is resolved.

7. Third-Party Platforms

The Service may interoperate with Third-Party Platforms that are not provided or controlled by Maple. Use of a Third-Party Platform is subject to the terms of that platform’s provider, not the Agreement. Maple is not responsible for any Third-Party Platform, including its security, functionality, availability, interoperability, or use of data. By enabling a Third-Party Platform integration, Customer authorizes Maple to access the Third-Party Platform and to exchange Customer Data with it on Customer’s behalf. If an integration requires Customer’s third-party access credentials, Customer (a) agrees to provide them, (b) represents and warrants that it has the necessary rights to do so, and (c) authorizes Maple to use them for the purposes of providing the Service.

8. Fees, Billing & Taxes

8.1 Fees

Customer will pay the fees set forth on the Order in U.S. dollars, in the cadence specified on the Order, charged per Location per month from each Location’s Billing Commencement Date. Renewal Term fees are at Maple’s then-current rates, subject to any uplift cap stated on the Order. All fees are non-refundable except as expressly provided in Section 9.2 and Section 12.4.

8.2 Invoicing & Payment

Maple will invoice Customer in accordance with the Order. Unless otherwise stated, payment is due Net 30 from the invoice date. Customer will provide and keep current valid billing and contact information.

8.3 Late Payment

Amounts not paid when due will accrue interest at the lesser of 1.5% per month or the maximum rate permitted by Law. Customer will reimburse Maple for reasonable costs of collection, including reasonable attorneys’ fees, on past-due amounts.

8.4 Taxes

Fees are exclusive of all sales, use, value-added, GST, withholding, and similar taxes (other than taxes based on Maple’s net income), whether domestic or foreign. Customer is responsible for all such taxes. If Maple is required to collect any such tax, the tax will be added to the invoice.

8.5 Disputed Amounts

Customer must dispute any invoice in writing within 30 days of the invoice date or the invoice will be deemed accepted. The parties will work in good faith to resolve disputed amounts. Customer will pay all undisputed amounts when due.

8.6 Purchase Orders

Any pre-printed terms in a Customer purchase order or other Customer business form are administrative only, have no legal effect, and are expressly rejected by Maple, regardless of whether Maple acknowledges or accepts the purchase order.

9. Warranties & Disclaimers

9.1 Mutual Warranties

Each party represents and warrants that (a) it is duly organized, validly existing, and in good standing in its jurisdiction of incorporation; (b) it has full corporate authority to enter into and perform the Agreement; (c) the Agreement is a valid, binding, and enforceable obligation; and (d) its performance under the Agreement will not violate any other agreement to which it is a party.

9.2 Service Warranty

Maple warrants that (a) it will perform the Service in a workmanlike manner consistent with applicable industry standards, and (b) the Service will materially perform in accordance with the Documentation and will not materially decrease in overall functionality during the Initial Term or any Renewal Term. If Customer reports a breach of this Section 9.2 in writing within 30 days of the breach, Maple will use commercially reasonable efforts to correct the non-conforming Service within 30 days of receipt. If Maple is unable to correct the non-conformance within that period, either party may terminate the affected Order and Maple will refund any prepaid, unused fees for the affected Locations. This Section 9.2 states Customer’s sole remedy and Maple’s entire liability for breach of the Service Warranty.

9.3 Exceptions

The warranties in Sections 9.1 and 9.2 do not apply to issues arising from (a) Customer Data; (b) misuse of the Service or unauthorized modifications; (c) Third-Party Platforms or other third-party systems outside Maple’s control; (d) use of the Service other than in accordance with the Documentation; or (e) Trials and Betas or any free or evaluation use.

9.4 Disclaimers

EXCEPT AS EXPRESSLY SET FORTH IN SECTIONS 9.1 AND 9.2, THE SERVICE, ALL OUTPUTS OF THE SERVICE (INCLUDING AI-GENERATED RESPONSES, TRANSCRIPTS, AND ANALYTICS), AND ALL SUPPORT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” MAPLE AND ITS SUPPLIERS AND LICENSORS DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, AND NON-INFRINGEMENT. MAPLE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, THAT IT WILL MEET CUSTOMER’S REQUIREMENTS, OR THAT IT WILL CORRECTLY HANDLE EVERY CALLER INTERACTION. CUSTOMER ACKNOWLEDGES THAT (i) VOICE AI OUTPUTS ARE PROBABILISTIC AND MAY CONTAIN INACCURACIES, OMISSIONS, OR HALLUCINATIONS; (ii) THE SERVICE’S OUTPUTS MAY NOT BE UNIQUE TO CUSTOMER, AND OTHER CUSTOMERS MAY RECEIVE OUTPUTS THAT ARE SIMILAR OR IDENTICAL; AND (iii) MAPLE IS NOT RESPONSIBLE FOR DELAYS, FAILURES, OR PROBLEMS INHERENT IN THE INTERNET, ELECTRONIC COMMUNICATIONS, TELECOMMUNICATIONS NETWORKS, OR THIRD-PARTY PLATFORMS OR CUSTOMER SYSTEMS OUTSIDE MAPLE’S CONTROL.

10. Term, Renewal & Termination

10.1 Term Structure

Unless the Order specifies otherwise, the Initial Term is co-terminous across all Locations on the Order and ends on the Master Anniversary. All Locations are committed through the Master Anniversary regardless of their individual Billing Commencement Dates. The Order may specify an alternate per-Location term structure, in which case the per-Location structure governs that Order.

10.2 Renewal

Following the Initial Term, the Order will automatically renew for successive twelve (12)-month periods (each, a “Renewal Term” and, with the Initial Term, the “Term”) unless either party provides written notice of non-renewal at least 60 days before the then-current Master Anniversary. All Locations on the Order renew together. Renewal price uplift is capped at the percentage stated on the Order (default seven percent (7%)) per Renewal Term.

10.3 Locations Added Mid-Term

Locations may be added at any time prior to delivery of a non-renewal notice via signed Order. Each added Location has its own Billing Commencement Date. If the added Location’s Per-Location Floor falls on or before the then-current Master Anniversary, the Location is co-terminous with the existing Master Anniversary and prorated accordingly. If the Per-Location Floor falls after the then-current Master Anniversary, the Master Anniversary advances to that date and all existing Locations’ terms extend co-terminously through the new Master Anniversary at no change in unit pricing. Once a non-renewal notice has been delivered, no further Locations may be added unless the notice is rescinded in writing by both parties.

10.4 Non-Renewal Notice Mechanics

Either party may give written notice of non-renewal at any time. To prevent auto-renewal at the Master Anniversary, notice must be delivered at least 60 days before the then-current Master Anniversary. Notice delivered inside that 60-day window takes effect at the end of the next Renewal Term. Once delivered, the Master Anniversary is fixed for purposes of calculating remaining commitments and may not be advanced by adding Locations.

10.5 Early Termination for Convenience (Per-Location)

Customer may terminate any individual Location for convenience on 90 days’ written notice, subject to an early termination fee equal to fifty percent (50%) of the committed fees for the affected Location for the period between the termination effective date and the Master Anniversary. Termination of one Location does not affect the term, commitment, or Master Anniversary of any other Location, and the Master Anniversary does not recalibrate as a result of any Location termination.

10.6 Stage 1 Acceptance

If the Order attaches an Acceptance Criteria Rider to Stage 1, the rider applies to Stage 1 only unless the parties agree in writing to extend it to additional Stages. All other terms applicable to Stage 1 (Billing Commencement Date mechanics, Per-Location Floor, contribution to the Master Anniversary, and contribution to committed fees) are identical to all other Stages.

10.7 Termination for Cause

Either party may terminate the Agreement (or the affected Order) immediately on written notice if the other party (a) fails to cure a material breach (including non-payment) within 30 days after written notice describing the breach in reasonable detail; (b) ceases business operations without a successor; or (c) seeks bankruptcy protection or has such a proceeding instituted against it that is not dismissed within 60 days. Maple may additionally terminate immediately if Customer fails to pay undisputed fees more than 60 days past the due date.

10.8 Effect of Termination

On termination or expiration: (a) Customer’s right to access and use the Service ends; (b) Customer will pay all undisputed fees accrued through the effective date of termination, plus any termination fee owed under Section 10.5; (c) on Customer’s written request made within 30 days after termination, Maple will make Customer Data available for export in a commercially reasonable format, after which Maple may delete Customer Data per its retention policies; and (d) each party will return or delete the other party’s Confidential Information, except that Maple may retain Customer Data (i) as expressly agreed by the parties, (ii) as necessary for legal compliance, or (iii) in standard backups in accordance with Maple’s confidentiality obligations.

10.9 Survival

Sections that by their nature should survive will survive termination, including Sections 1, 2.6, 4, 5, 8 (with respect to amounts owed), 9.4, 10.8, 10.9, 11, 12, 13, 14, 15, and 16, and any provisions of the Order or Product-Specific Terms expressly stated to survive.

11. Limitations of Liability

11.1 Consequential Damages Waiver

EXCEPT FOR EXCLUDED CLAIMS, NEITHER PARTY (NOR ITS SUPPLIERS OR LICENSORS) WILL BE LIABLE FOR LOSS OF USE, LOST DATA, LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR ANY INDIRECT, INCIDENTAL, SPECIAL, RELIANCE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Cap

EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO MAPLE UNDER THE APPLICABLE ORDER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11.3 Excluded Claims

“Excluded Claims” means: (a) Customer’s payment obligations; (b) Customer’s breach of Section 2.6 (Restrictions), Section 4.4 (Recording & Consent), or Section 5 (Customer Obligations & Warranties); (c) either party’s indemnification obligations under Section 12; (d) either party’s gross negligence or willful misconduct; and (e) any liability that cannot be limited under applicable Law. Liability for breach of Section 13 (Confidentiality) is capped at two times (2x) the amount otherwise available under Section 11.2.

11.4 Failure of Essential Purpose

The waivers and limitations in this Section 11 apply regardless of the form of action (whether in contract, tort, including negligence, strict liability, or otherwise) and will survive even if any limited remedy fails of its essential purpose. The risk allocation in this Section 11 is an essential element of the bargain between the parties.

12. Indemnification

12.1 Indemnification by Maple

Maple will defend Customer against any third-party claim alleging that Customer’s authorized use of the Service infringes or misappropriates a U.S. patent, copyright, trademark, or trade secret of the claimant (each, a “Maple Indemnified Claim”), and will indemnify Customer against damages, liabilities, and reasonable attorneys’ fees finally awarded against Customer or agreed in settlement of a Maple Indemnified Claim.

12.2 Indemnification by Customer

Customer will defend Maple against any third-party claim arising out of or relating to: (a) Customer Data, including any claim that Customer Data infringes a third party’s rights or violates Laws; (b) Customer’s breach of Section 4.4 (Recording & Consent) or Section 5 (Customer Obligations & Warranties); (c) Customer’s use of the Service in violation of the Agreement or Laws; (d) any dispute between Customer and an Authorized User or Caller; or (e) Customer’s gross negligence or willful misconduct (each, a “Customer Indemnified Claim”), and will indemnify Maple against damages, liabilities, and reasonable attorneys’ fees finally awarded against Maple or agreed in settlement of a Customer Indemnified Claim.

12.3 Procedure

The party seeking indemnification will (a) promptly notify the indemnifying party of the claim (provided that failure to give prompt notice does not relieve the indemnifying party of its obligations except to the extent it is materially prejudiced by the delay); (b) give the indemnifying party sole control of the defense and settlement of the claim; and (c) provide reasonable cooperation at the indemnifying party’s expense. The indemnifying party may not settle a claim that imposes liability or admits fault on the indemnified party without the indemnified party’s prior consent, not to be unreasonably withheld.

12.4 IP Mitigation

If a Maple Indemnified Claim is asserted or, in Maple’s reasonable opinion, is likely to be asserted, Maple may, at its option: (a) procure for Customer the right to continue using the affected Service; (b) modify or replace the affected Service to make it non-infringing while preserving substantially equivalent functionality; or (c) terminate the affected Order on written notice and refund any prepaid, unused fees.

12.5 Exceptions

Maple’s obligations under Section 12.1 do not apply to claims arising from (a) Customer Data; (b) modifications to the Service not made by Maple; (c) the combination, operation, or use of the Service with software, services, or systems not provided by Maple where the claim would not have arisen but for the combination; (d) Customer’s use of the Service in violation of the Agreement or Laws; (e) Customer’s settlement of or admission as to any claim without Maple’s prior written consent; or (f) Trials and Betas or any free or evaluation use.

12.6 Exclusive Remedy

THIS SECTION 12 STATES THE PARTIES’ ENTIRE LIABILITY AND EXCLUSIVE REMEDY WITH RESPECT TO THIRD-PARTY CLAIMS, INCLUDING CLAIMS OF INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS.

13. Confidentiality

13.1 Obligations

Each party (the “Receiving Party”) will (a) hold the Confidential Information of the other party (the “Disclosing Party”) in confidence using at least the same degree of care it uses to protect its own Confidential Information of like importance, and in no event less than reasonable care, and (b) use Confidential Information solely to perform under or exercise rights granted by the Agreement. The Receiving Party may disclose Confidential Information to its employees, contractors, advisors, and subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Section. Nothing in this Section restricts Maple’s use of general-nature ideas, concepts, know-how, skills, techniques, or information.

13.2 Exceptions

Confidentiality obligations do not apply to information that the Receiving Party can demonstrate (a) was rightfully known to it without restriction before disclosure, (b) becomes publicly available without breach of this MCA, (c) was rightfully received from a third party without confidentiality restriction, or (d) is independently developed without use of or reference to the Disclosing Party’s Confidential Information.

13.3 Compelled Disclosure

The Receiving Party may disclose Confidential Information to the extent required by Law or court order, provided that, to the extent legally permitted, it gives the Disclosing Party prior notice and reasonable cooperation in seeking a protective order.

13.4 Equitable Relief

The parties acknowledge that unauthorized use or disclosure of Confidential Information may cause substantial harm not adequately remedied by monetary damages and that the Disclosing Party may seek appropriate equitable relief in addition to other remedies.

14. Trials and Betas

From time to time Maple may make available to Customer free, trial, alpha, beta, or early-access versions of features or services (collectively, “Trials and Betas”). Customer may use Trials and Betas only for internal evaluation purposes during the period designated by Maple (or, if no period is designated, for 30 days). Either party may terminate Trials and Betas at any time, for any reason, on written notice (which may be by email or in-product notification). Trials and Betas may be inoperable, incomplete, or contain features that are not generally released, and are Maple Confidential Information.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, MAPLE PROVIDES NO WARRANTY, INDEMNITY, OR SUPPORT FOR TRIALS AND BETAS, AND MAPLE’S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO TRIALS AND BETAS WILL NOT EXCEED FIFTY UNITED STATES DOLLARS (US$50).

15. Publicity

Neither party may use the other party’s name, brand, or logo, or publicly announce its entry into the Agreement, except (a) with the other party’s prior written consent, (b) as required by Law, or (c) as expressly permitted in this Section. Maple may use Customer’s (or Customer’s parent company’s) name, brand, and logo to identify Customer as a customer on Maple’s website, in customer lists, and in standard sales and marketing materials, subject to Customer’s reasonable trademark guidelines. Customer agrees to participate in a reasonable case study at Maple’s request, subject to Customer’s reasonable approval rights over content. Maple will cease further use of Customer’s name and marks at Customer’s written request, except in materials already produced.

16. General

16.1 Order of Precedence

In the event of a conflict between or among the documents that form the Agreement, the following order of precedence applies (in descending order): (a) the Order; (b) the Product-Specific Terms; (c) this MCA; and (d) the DPA. Notwithstanding the foregoing, the limitations in Sections 11 (Limitations of Liability) and 12 (Indemnification) and the provisions of Section 4.5 (Data Protection) and Section 16.4 (Governing Law & Venue) of this MCA govern unless an Order expressly references the specific section it is modifying.

16.2 Force Majeure

Neither party is liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, pandemics or epidemics, war, terrorism, civil unrest, labor disputes, government action or denial of license, internet, electrical, telecommunications, or utility failures, changes in Law, and acts or failures of third parties (including Third-Party Platforms).

16.3 Assignment

Neither party may assign the Agreement without the other party’s prior written consent, except that either party may assign the Agreement, on written notice, in connection with a merger, acquisition, corporate reorganization, change of control, or sale of all or substantially all of its assets. Any attempted assignment in violation of this Section is void. The Agreement binds and benefits each party’s permitted successors and assigns.

16.4 Governing Law & Venue

The Agreement is governed by the laws of the State of New York, without regard to its conflict of laws principles or to the United Nations Convention on Contracts for the International Sale of Goods. Each party submits to the exclusive jurisdiction of the state and federal courts located in New York County, New York for any dispute arising out of or relating to the Agreement, except that either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information. Before filing suit, the parties will attempt to resolve any dispute through good-faith discussions between executives with authority to resolve the matter, beginning within 30 days after one party notifies the other in writing of the dispute. This requirement does not delay either party’s right to seek injunctive relief.

16.5 Notices

All notices under the Agreement must be in writing and sent to the addresses identified on the Order or, for Maple, to 30 West 26th Street, Floor 11, New York, NY 10010, Attn: Legal, with a copy by email to legal@maple.inc. Notices are deemed given (a) on receipt for personal delivery, (b) one business day after dispatch by recognized overnight courier, or (c) on confirmation of receipt for email. Either party may update its notice address by giving notice in accordance with this Section. Maple may send operational and product notices by email or in-product.

16.6 Independent Contractors

The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency, or employment relationship, or makes either party the agent of the other for any purpose.

16.7 Subcontractors

Maple may use subcontractors and service providers to perform its obligations under the Agreement, provided that Maple remains responsible for their compliance with the Agreement and for the overall performance of the Service.

16.8 Export Controls

Customer will comply with all applicable U.S. and foreign export and import Laws in connection with the Service. Customer represents and warrants that (a) Customer is not located in, organized under the laws of, or a resident of any country or territory subject to comprehensive U.S. trade sanctions, and is not on any U.S. government list of restricted or prohibited persons; (b) Customer will not use the Service in violation of any U.S. export embargo, prohibition, or restriction; and (c) Customer will not submit to the Service any information controlled under the U.S. International Traffic in Arms Regulations.

16.9 U.S. Government End Users

The Service constitutes “commercial computer software” and “commercial computer software documentation” under FAR 12.212 and DFARS 227.7202. If Customer or any Authorized User is a U.S. Government entity, the Service is provided with only the rights set forth in the Agreement. The Service was developed at private expense. All other use is prohibited.

16.10 No Third-Party Beneficiaries

The Agreement is for the sole benefit of the parties and their permitted successors and assigns. There are no third-party beneficiaries.

16.11 Severability; Waiver

If any provision of the Agreement is held unenforceable, the remaining provisions remain in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable while preserving the parties’ original intent. No waiver is effective unless in writing and signed by the waiving party. No failure or delay in exercising any right operates as a waiver.

16.12 Counterparts; Electronic Signature

Orders may be executed in counterparts, including by electronic signature, each of which is deemed an original and all of which together constitute one and the same agreement.

16.13 Entire Agreement

The Agreement (this MCA, each Order and its schedules, the Product-Specific Terms, the DPA, and any signed amendments) constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, whether written or oral. Headings are for convenience only. The word “including” means “including without limitation.”

16.14 Updates to This MCA

Maple may update this MCA from time to time. For material changes that adversely affect Customer in a material way, Maple will provide at least 30 days’ prior written notice (which may be by email to the Customer notice contact). The updated MCA will apply to the next Renewal Term. Non-material updates (including clarifications, formatting changes, and updates required by Law) take effect on posting at maple.inc/mca.