Master Cloud Services Agreement (MCSA)

This MCSA is made effective as of September 2024 between mimilabs, a Delaware Corporation ("Company"), and [Customer Name] ("Customer").

1. Definitions

Services: The cloud-based services provided by mimilabs as described in the service documentation available on mimilabs' website.

Confidential Information: Information disclosed by one party to the other that is marked as confidential or would reasonably be considered confidential under the circumstances.

Customer may use the Services for its internal business purposes in accordance with this Agreement and the service documentation. Customer may not resell access to mimilabs or provide any other user with login information without consent from mimilabs. mimilabs may modify the Services or terms of service with prior written notice to Customer. mimilabs may terminate the Customer's service anytime and at its own discretion. Customer shall be refunded a pro-rata portion of the annual fee in the event of termination.

3. Payment

Customer agrees to pay the fees set forth in the Order Form. All fees are payable via credit card within 7 days of the invoice date.

4. Intellectual Property

mimilabs retains all rights to the Services and its proprietary technology. Customer grants to mimilabs a limited, non-exclusive, royalty-free, license to use, reproduce, aggregate and modify all actions Customer performs on the platform.

5. Confidentiality

Each party agrees to retain the other party's Confidential Information in confidence and not use it other than as expressly permitted herein.

6. Warranties and Disclaimers

mimilabs warrants that the Services will perform in substantial conformity with the service documentation. mimilabs does not warrant that the data in the lakehouse is accurate and Customer shall verify all data and outputs. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND mimilabs HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

7. Indemnification

mimilabs will defend Customer against any claim that the Services infringe a third party's intellectual property rights and will indemnify for damages awarded, up to the Limitation of Liability. Customer will indemnify mimilabs against any claims resulting from Customer's use of the Services in violation of the Agreement or applicable laws.

8. Limitation of Liability

IN NO EVENT WILL EITHER PARTY'S LIABILITY EXCEED THE AMOUNT PAID BY CUSTOMER FOR THE SERVICES DURING THE TWELVE MONTHS PRIOR TO THE CLAIM. BOTH PARTIES DISCLAIM ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES.