Master Services Agreement

Nami ML Inc. ("Nami," "we," "our," or "us" in this Agreement) offers a suite of Services (defined below) for designing, testing, optimizing, and supporting digital experiences — including paywalls, landing pages, onboarding flows, upgrade screens, and other revenue-affecting surfaces — via the Nami hosted services including the Nami application programming interfaces (the "Nami API"), Nami software development kits (the "Nami SDK"), Nami machine learning algorithms (the "Nami ML"), and dashboard (the "Nami Control Center") or Nami Mobile Apps ("Nami Apps") (collectively, the "Services"). Our Services are designed to help any publisher or operator of digital products (each, a "Customer") like you maximize the value of and enhance the experience on the digital properties that interface with the Services (each, a "Property"), including, without limitation, mobile applications, websites, connected-TV applications, and other digital surfaces owned, operated, or published by Customer or its Affiliates, for the end users of those Properties (each, a "User").

This Master Services Agreement (this "Agreement") is a legally binding contract that includes the terms and conditions that we require Customers to accept as a condition of accessing our Services and using the Nami API and any documentation, materials, code, data, and other materials that we make available to you (collectively with the Services, the "Nami Platform") to interface your Properties with our Services. By accepting the terms of this Agreement, you acknowledge and agree that in connection with the Services, we will collect certain data pertaining to your Users ("User Data" as described in more detail below) which we will use to provide the Services.

Nami has made a commitment to protecting the privacy of those who use the Services. Please review our Privacy Policy. Nami's Privacy Policy is incorporated by reference in this Agreement. By using the Services, you are consenting to and agreeing to be bound by the Privacy Policy.

When you use the Services, you consent to receive communications from us electronically via the Services, email, or otherwise. You agree to provide accurate, current, and complete information about yourself when you use the Services and to update such information while you continue to use the Services.

1. Service Order, Account Registration and Fees

1.1 Service Orders

This Agreement governs your access to and use of the Services and the Nami Platform on a subscription basis. This Agreement governs all Services that you purchase from us pursuant to a service order, whether such service order is (a) executed in written form by you and Nami, including by electronic signature, or (b) submitted by you and accepted by Nami through the Nami Control Center or any other self-service ordering mechanism Nami may make available from time to time (each, a "Service Order"). Each Service Order includes certain details that pertain to your subscription, including the term of your subscription (the "Subscription Term"), the fees for the Services ("Fees"), and certain limits that apply to your use of the Services ("Use Restrictions"). Upon mutual execution of a written Service Order, or upon Nami's acceptance of a Service Order you submit through a self-service ordering mechanism, that Service Order is incorporated into and forms a part of this Agreement and is binding on both you and Nami. We agree to provide the Services described in that Service Order, and you agree to use and access those Services and the Nami Platform in accordance with the terms of this Agreement.

1.2 Service Provisioning

Access to the Nami Platform requires a Nami Customer account. If you are a new Customer, your Customer account will be established (a) by Nami, upon execution of a written Service Order; or (b) by you, as part of the sign-up flow for the Nami Control Center or any other self-service ordering mechanism Nami may make available from time to time. If you are an existing Customer adding new Services, your existing Customer account will be used. In either case, you will be required to provide certain information about you, your company, and your Properties as part of the account-setup or order process, and you agree to keep that information accurate and to update it as needed. It is your responsibility to keep your password, account credentials, and account secure. You should notify Nami immediately if any unauthorized use, or suspected unauthorized use, of your Nami Customer account occurs or if any other breach of security occurs. Nami is not liable for any loss or damage arising from your failure to comply with these requirements.

1.3 Fees and Payment Terms

You agree to pay Nami the Fees (for any of our fee-for-service subscriptions) that are set forth in the applicable Service Order and in accordance with the payment and other applicable terms that are also described in that Service Order. Nami reserves the right (in addition to any other rights or remedies we may have) to suspend your access to the Services if any Fees owed are more than thirty (30) days overdue until such amounts are paid in full, and we may charge interest for all outstanding balances at a rate equal to the lesser of one and one half percent (1½%) per month or the maximum rate permitted by applicable law, from the due date until paid.

2. Use of Nami Platform

2.1 Rights to Nami Platform

Subject to this Agreement, Nami grants you a limited, revocable, non-transferable, non-exclusive, right (without the right to sublicense) to access and use the Nami Platform and incorporate the Nami API software with your Properties, solely to the extent necessary for you to create or operate Properties that interface with the Services. This right is granted to Customer for use of the Nami Platform in connection with Customer's Properties, where "Customer's Properties" means any application, website, connected-TV application, or other digital property owned, operated, or published by Customer or its Affiliates. The commercial scope of this right is constrained by the usage commitments and any other Use Restrictions set forth in the applicable Service Order. You may access and use the Nami Platform only as expressly permitted in this Agreement and by the means described in the documentation or instructions Nami provides.

2.2 API Calls

As part of the Use Restrictions listed in a Services Order, Nami may set limits on the number of API calls that you can make in the interest of service stability and creating the best experience for all users of the Services. If you exceed these limits, Nami may regulate your activity or terminate your access to the Nami API in Nami's sole discretion. You agree to the Use Restrictions and will not attempt to circumvent such limitations.

2.3 Open Source

Software. Some of the software required by or included with the Nami API may be offered under an open source license and, if so, those licenses will be identified or reproduced in a "LICENSE.txt" file that accompanies the Nami Platform. Open source software licenses constitute separate written agreements between the Customer of the open source software and its users. To the limited extent the open source software license expressly supersedes this Agreement, the open source license instead sets forth your agreement with Nami for the applicable open source software.

2.4 Compliance with Laws

You will use the Nami Platform only as permitted by and in accordance with all applicable local, state, national, and international laws, rules and regulations, including without limitation laws regarding the import or export of data or software and data privacy ("Applicable Laws"). You will not use the Nami Platform to encourage or promote illegal activity. You will not knowingly enable end users to violate Applicable Laws or this Agreement.

3. Service Operations and Emergency Suspension

3.1 Monitoring

Nami may use automated systems to monitor the operation of the Services for security, stability, and compliance purposes. Active investigation of Customer's specific use of the Services for compliance with this Agreement will be limited to the circumstances described in Section 3.2 or as otherwise agreed in writing.

3.2 Emergency Suspension

If Customer's use of the Services is, in Nami's reasonable good-faith determination, causing severe instability or security issues that materially impact the Nami Platform or other Nami customers, Nami may suspend Customer's access to the Services to the minimum extent necessary to mitigate the issue. Where practicable, Nami will provide Customer with prior notice and an opportunity to cure; where prior notice is not practicable, Nami will notify Customer promptly following the suspension. Nami will restore Customer's access as promptly as practicable once the underlying issue has been mitigated. Customer's payment obligations under this Agreement continue during any suspension under this Section 3.2.

3.3 Other Breach

Any other alleged breach of this Agreement is subject to the notice-and-cure provisions of Section 8.3 (Termination for Material Breach).

4. Restrictions

Your Property will not, nor will you use the Nami Platform to:

Implement functionality or application that (i) interferes with or disrupts the Services or the Nami Platform; (ii) tampers with the security of any of the Nami Platform or with any customer accounts; (iii) disables or circumvents any security device, mechanism, protocol or procedure within the Nami Platform; or (iv) allows others to do any of the foregoing.
Collect, aggregate, re-syndicate, disclose, retain, log or store User Data (as defined below) received via the Nami API except to the extent consistent with your obligations under the "Security and Privacy" section of this Agreement.
Breach the terms and conditions governing the use of any of the Services, including the Use Restrictions set forth in any Service Order and the terms of this Agreement.
Harm, defame, abuse, harass, stalk, threaten, endanger the safety, or violate the legal rights (such as rights of privacy and publicity) of any person or encourage any third party to do the same.
Upload, post, transmit or otherwise make available any inappropriate, defamatory, obscene, or unlawful content.
Perform an action with the intent of introducing to the Nami Platform any viruses, worms, defects, Trojan horses, malware or any items of a destructive nature.

5. Security and Privacy

5.1 Collection and Use of Data

Nami collects two distinct types of Data.

5.1.1 "Customer Data" means any technical logs, account and login data, data and learnings about Customer's use of Services. These data are related to how Nami Customers are using the platform and integrating Nami products into their Properties. Customer Data may include information such as IP address, account information such as company, email address, or name, web analytics and tracking, screen interaction, and Property screenshots and structure data. These data are used to help Customers onboard the Nami products into their Properties, provide the Services, and enhance the Nami Platform and Services for all of our customers.
5.1.2 "User Data" means any and all technical information, device information, Property usage information, or other information derived from use of the Nami SDK in the Property, that we or you collect via the Nami Platform, or that you collect via a User's interaction with a Property. These data are about or originate from Users of your Property. User Data may include a pseudonymous unique identifier generated by the Nami Platform, behavioral data on how Users are interacting with a Property, purchase history information, device and OS information (such as device model, operating system version, locale, and timezone), and language and country settings. User Data, as collected and retained by Nami for product-analytics and behavioral purposes, does not include email addresses, names, IP addresses, or platform-issued device identifiers (such as Apple IDFA or Google GAID). With respect to IP addresses: Nami does not persist IP addresses in any database or analytics store. To the extent IP addresses are received by Nami through standard network operation of the Services (for example, present in HTTP request headers and consequently captured in routing, access, or security logs), Nami processes such data solely for operational purposes (including security, abuse prevention, routing, and platform stability); does not associate such data with User Data for product-analytics or behavioral-profiling purposes; retains such data only for the period reasonably required for the operational purpose; and applies the security and privacy protections set forth in the Data Protection Addendum to the extent the data constitutes Personal Data under Applicable Data Privacy Laws. With respect to platform-issued device identifiers (such as Apple IDFA and Google GAID): Nami does not collect such identifiers under this Agreement or any standard Service Order, and will collect such identifiers only pursuant to a separately executed written addendum specifying the categories of data, the purposes of collection, retention, and the privacy and security obligations governing the data.
5.1.3 Customer Data and User Data may include personally identifiable information ("PII") under applicable data protection legislation and other privacy laws, rules, and regulations, including those applying to PII and the European General Data Protection Regulation, Regulation (EU) 2016/679 ("GDPR"), or the California Consumer Privacy Act of 2018, California Civil Code § 1798.100, as amended by the California Privacy Rights Act, and implementing regulations ("CCPA") (collectively, the "Applicable Data Privacy Laws"). We agree to use User Data only as necessary to provide the Services, and our use of User Data will be in compliance with Applicable Data Privacy Laws, any applicable terms, review guidelines, or developer policies of a commercial distribution platform through which Customer's Property is distributed (collectively, the "Distribution Platform Guidelines"), and Nami's Privacy Policy accessible at: https://www.nami.ml/privacy (the "Nami Privacy Policy"). We may also collect and you may provide to us information about your Property and its functions and operation, including information about your screens, icons, or other content from your Property (the "Property Data") that we use to provide Services. You acknowledge and agree that we may collect, store, transmit and use User Data and Property Data in an aggregated, anonymized form that does not identify any individual, your company or your Property (except as otherwise provided in Section 7 below) for our general business purposes, including use of such data and information to enhance our training algorithms, in any manner that does not violate Applicable Data Privacy Laws.

5.2 User Tokens

We may place a small data packet resident on a User's mobile or other devices used to access your Property (a "User Token"), which will include certain information that is accessed and used by the Nami Platform to provide some of the functionality of the Services. The User Token will not include any PII and will not be used to deliver any targeted or behavioral advertising.

5.3 User Consents

You agree to obtain all required consents from Users in connection with all uses of User Data and the placement of the User Token on User devices, which consents will be compliant with Applicable Data Privacy Laws and the applicable provisions of any Distribution Platform Guidelines. Without limiting the foregoing, prior to your use of the Services, you must provide adequate and accurate notice of what User Data is collected by the Property and how it will be used and/or shared, including that such User Data will be shared with Nami as part of the Services. If any individual (including a User) requests of you to have any User Data removed or deleted, or requests a copy of any User Data, or performs an action through your Property that reflects this intent, you agree to promptly inform Nami of such request. Nami agrees to honor that request and to remove or delete such User Data from our servers to the maximum extent possible while still maintaining the integrity of any underlying systems and complying with all Applicable Laws, or we will provide a copy of any User Data associated with your Property that we have on our servers if requested by the User.

5.4 Property Privacy Policy and Data Privacy Law Compliance

Your Property must include or link in a conspicuous manner to a privacy policy for your Property (the "Property Privacy Policy") that: (i) complies with all Applicable Data Privacy Laws and, where applicable, the requirements of any Distribution Platform Guidelines that govern your Property's distribution, (ii) is conspicuously displayed to all Users and is publicly available and easily accessible, and (iii) clearly and accurately describes what User-related data you collect (such as PII, login information, etc.) and how you use and share such information with third parties (including Nami). You agree that your Property and its handling of any PII will at all times comply with Applicable Data Privacy Laws, any applicable Distribution Platform Guidelines, and your own Property Privacy Policy. If your Property is directed to or knowingly serves children under the age of 13 (including, without limitation, any Property within the "Kids Category" of the Apple App Store or designated for children under applicable Google Play family policies), you agree that you will at all times comply with the Children's Online Privacy Protection Act ("COPPA") and your Property Privacy Policy will comply with COPPA requirements. You agree to use reasonable efforts to inform Nami if any User Data is likely to be subject to international data privacy laws, such as the GDPR. You will act as and be considered the sole "data controller" and Nami will be considered a "data processor" or "service provider" with respect to the processing of such User Data and our processing of such User Data is subject to the Data Protection Addendum attached to this Agreement.

5.5 Security

We both agree to use all reasonable efforts to protect all personal information and User Data from unauthorized access or use in accordance with all Applicable Data Privacy Laws. In the event the systems or infrastructure of either party that are used for storage, processing or hosting User Data are breached or compromised, or if User Data is inadvertently exposed to non-authorized third parties, the affected party will notify the other party promptly of such a breach or exposure (and in any event within seventy-two (72) hours) and provide all available information, including root cause analysis, remediation steps and compensating controls that are reasonably necessary to ensure such a breach does not occur in the future. You are responsible for providing customer notification under the state breach notification statutes or any other Applicable Privacy Laws.

6. Ownership and License

6.1 Nami Platform and Customer Data

By using the Nami Platform, you do not acquire ownership of any rights in any of the Nami Platform, the Services, or any data, content or information that is transmitted or accessed through the Nami API. The Nami Platform and Services are protected by United States intellectual property laws, including without limitation copyright laws, and international treaty provisions. You will not remove or alter any proprietary notices or marks on the Nami Platform. You will not reverse engineer or attempt to extract the source code from the Nami Platform, Services, Nami API, Nami SDK, or any related software, except to the extent that this restriction is expressly prohibited by Applicable Law and then in such case, the information derived will be maintained in strict confidence. You also will not sublicense, lease, rent, loan, distribute, sell, transfer or make available any part of the Nami Platform to any third party except as specifically permitted by this Agreement. Nami Platform is licensed and not sold. Nami reserves all rights not expressly granted in this Agreement.

6.2 Feedback

If we receive any feedback, suggestions, ideas, reports, or other information relating to any Nami Platform or the Services, Nami and its affiliates may use such information without obligation to you. By using the Nami API, you agree that Nami can use submitted information through Nami API calls in accordance with Nami's Privacy Policy.

6.3 Updates to the Nami API

We reserve the right to modify or update the Nami Platform and Services at any time, for any reason, and without notice to you, though we will try to provide as much prior notice as possible. If Nami makes updates, revisions or in any way modifies the Nami API, you agree to make changes to your Property to ensure continued access to the Services. We may add or remove functionalities or features at our discretion, and we do not guarantee that your Property will function with any future or modified versions of any Nami Platform or the Services. Nami may disable access to the Services if your Property is not updated in response to changes in the Nami API.

6.4 Professional Services and Deliverables

From time to time, Customer may purchase professional services from Nami (including, without limitation, Kickstart Professional Services, Co-Create Professional Services, and Fully Managed Professional Services) under a Service Order or a Statement of Work that references this Agreement. Unless otherwise specified in the applicable Service Order or Statement of Work, professional services hours included in a Service Order are made available for use during the applicable Subscription Term, and any unused hours will not roll over to subsequent terms or be refunded.

As between Customer and Nami, Nami retains all right, title, and interest in and to the Nami Platform, the Services, the Nami API, the Nami SDK, and any other materials, tools, methodologies, templates, and underlying intellectual property used or developed by Nami in connection with the performance of professional services (collectively, "Nami Materials"). Where Nami provides deliverables to Customer under a professional services engagement (the "Deliverables"), Nami grants Customer a non-exclusive, non-transferable (except in connection with a permitted assignment of this Agreement), perpetual, irrevocable, worldwide, royalty-free license to use, copy, modify, and create derivative works of the Deliverables solely for use in connection with Customer's Properties. Nami reserves all rights in Nami Materials and Deliverables not expressly licensed to Customer. The parties may agree in writing in a Service Order or Statement of Work to a different intellectual property allocation for a specific engagement.

7. Branding and Attribution

7.1 Attribution and Promotion

This Agreement does not grant either party any right, title or interest in or to the other party's trade names, trademarks, service marks, logos, domain names, and other distinctive brand features (collectively, "Branding"). Each party agrees it will not use the Branding of the other party without the other party's prior written approval, which will not be unreasonably withheld or delayed.

8. Termination

8.1 Term

This Agreement, and your right to use the Services and the Nami Platform, will continue for the Subscription Term listed in an applicable Service Order. Unless either party provides the other with written notice of non-renewal at least sixty (60) days prior to the end of the then-current Subscription Term, each Subscription Term shall automatically renew for the same period as the then-current Subscription Term (e.g., monthly Paid Plans will automatically roll over month-to-month and annual Paid Plans will automatically renew for additional 12-month periods), at fees not to exceed one hundred three percent (103%) of the fees in effect during the immediately preceding Subscription Term (subject to volume-tier pricing adjustments as set forth in the Service Order).

8.2 Termination by Customer

You may cancel your subscription and terminate this Agreement at any time by providing us with thirty (30) days' prior written notice. Subject to the post-termination obligations and the surviving provisions set forth below, this Agreement will terminate at the end of such thirty (30) day notice period. Nami shall provide you a refund of any prepayment pro-rated for the remainder of the Subscription Term at the time of termination, in addition to any applicable remedies provided for under the Agreement and any applicable laws. Upon Customer's request following notice of termination under this Section 8.2, Nami shall provide reasonable transition assistance and continued provision of the Services for a period of up to three (3) months following the effective termination date, at the then-current fees specified in the Service Order, to facilitate an orderly migration of Customer's operations.

8.3 Termination for Material Breach

Either party may terminate this Agreement for material breach by the other party, effective upon written notice, provided that no such termination shall be effective unless the non-breaching party first provides the breaching party with written notice describing the alleged material breach in reasonable detail and the breaching party fails to cure such breach within thirty (30) days following receipt of such notice. The foregoing cure period shall not apply to: (a) breaches of confidentiality obligations under Section 11.1; (b) breaches of the Data Protection Addendum; (c) infringement of intellectual property rights; or (d) non-payment of undisputed Fees, which remains subject to the existing thirty (30) day past-due cure mechanic set forth in Section 1.3.

In the event Customer properly terminates this Agreement under this Section 8.3 due to Nami's uncured material breach, Nami shall provide Customer a refund of any prepayment pro-rated for the remainder of the Subscription Term at the time of termination. In the event Nami properly terminates this Agreement under this Section 8.3 due to Customer's uncured material breach, Customer shall not be entitled to a refund of any Fees paid prior to termination, and Nami may suspend or terminate Customer's access to the Services and the Nami Platform effective upon written notice.

8.4 Your Post-Termination Obligations

Upon any termination or expiration of this Agreement or discontinuation of your access to the Nami Platform, you must immediately cease all use of any Nami Platform, Nami Branding and any confidential information provided by Nami or obtained through use of the Nami API, and delete all copies thereof. Upon Nami's request, you will provide Nami with written confirmation that you have complied with the foregoing requirements.

8.5 Surviving Provisions

Upon any termination or expiration of this Agreement, those terms that by their nature are intended to continue indefinitely will continue to apply, including but not limited to: Articles 5, 6, 8, 10, 11, and 12.

9. Service Level Agreement

Depending on the type of Services and your subscription level, Nami may provide you with a written Service Level Agreement which will be provided to you at the time of your Service Order, and will be subject to all limitations set forth in the Service Level Agreement. Your sole and exclusive remedy and our entire liability for any failure of the Services to satisfy the Service Level Agreement will be those remedies set forth in the Service Level Agreement.

10. Liability

10.1 Disclaimers

Except for those obligations included in any Service Level Agreement expressly made available to you by Nami as set forth in Section 9, neither Nami nor its licensors or suppliers makes any other promises, guarantees or warranties of any kind about the Nami Platform or the Nami Services, including any commitments about the quality of the Nami Platform, or the reliability or availability of the Services. To the maximum extent permitted by law, Nami expressly disclaims all other warranties and conditions of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement.

10.2 Limitation of Liability

To the maximum extent permitted by law, Nami and its licensors, and suppliers will not be liable for any lost profits, revenues, or data, financial losses or any indirect, special, consequential, exemplary, or punitive damages of any kind. To the maximum extent permitted by law, the total liability of Nami and its licensors and suppliers for any claim under this Agreement, including for any warranties that may not legally be excluded, is limited to the Fees you paid us to use the Nami Platform and Services during the twelve months prior to the event giving rise to the liability.

10.3 Indemnification

You agree to hold harmless and indemnify Nami and its affiliates, and their respective managers, directors, officers, agents, and employees from and against any third party claim, suit or cause of action and any and all resulting losses, damages (of every kind and nature, actual and consequential), judgments handed down in any jurisdiction, litigation costs and attorneys' fees arising from or in any way related to:

your breach of any of the provisions of this Agreement;
any infringement, misappropriation or other violation of any intellectual property or proprietary right, right of privacy, right of publicity or other right by you, your Property; and
the access to or use of Nami Platform by you, your Property or anyone authorized to do so.

11. Other Legal Terms and Conditions

11.1 Confidential Information

Our communications to you and the Nami Platform may contain Nami confidential information. If you receive any materials or communications that are marked confidential or that would normally be considered confidential under the circumstances, then you will not disclose such materials or communications to any third party without Nami's prior written consent. Nami confidential information does not include information that you already rightfully knew, that becomes public through no fault of your own, or that was lawfully given to you by a third party. You may disclose Nami confidential information when compelled to do so by law if you provide us reasonable prior notice, unless a court orders that we not receive notice.

11.2 General Legal Terms

This Agreement will be governed by the laws of the State of Colorado without giving effect to principles of conflict of laws. Each party agrees to submit to jurisdiction in Colorado. You may not assign or transfer this Agreement or any of its rights under the Agreement to any third party without the Nami's prior written consent, which consent will not be unreasonably withheld or delayed, except you may assign or transfer this Agreement to any successor to all of your assets or business (for example, by a merger or sale of all of your business assets). Nami may not assign or transfer this Agreement or any of its rights under the Agreement to any third party without your prior written consent. Any assignment in violation of the foregoing shall be void and of no force or effect. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will continue in full force. The waiver by either party of a breach of any provision of this Agreement will not operate as a waiver of any other or subsequent breach. If the performance of this Agreement or any obligation hereunder, except payment obligations, is prevented, restricted or interfered with by any condition beyond the reasonable control of the affected party, the party so affected will be excused from such performance to the extent of such prevention, restriction or interference. Conditions beyond the reasonable control of the affected party include, without limitation: (a) acts of God; (b) war, terrorism, riot, or civil unrest; (c) epidemics, pandemics, or public health emergencies, including any governmental order, quarantine, or restriction issued in response thereto; (d) failure or unavailability of internet service, telecommunications, or utilities not caused by the affected party; (e) cyber-attacks, denial of service attacks, or similar malicious events, provided the affected party has maintained commercially reasonable security measures; and (f) labor strikes or shortages not caused by the affected party's employment practices. The affected party shall notify the other party promptly upon becoming aware of the force majeure event and shall use commercially reasonable efforts to resume performance as soon as practicable. The parties to this Agreement are independent contractors; no agency, partnership, joint venture or employee-employer relationship is created by this Agreement. Any notices sent to you by Nami must be sent to the address you provide in the Service Order. Addresses to Nami must be sent:

Nami ML Inc.
1630 Welton Street, Suite 945
Denver, CO 80202 USA
+1 (917) 720-6264
[email protected]

Such notice will be deemed given in the following circumstances: if sent by personal delivery, upon such delivery; if sent by electronic mail, upon confirmation of delivery; if sent by national carrier, 2 days after date of delivery to such carrier; or if sent by certified or registered mail, postage prepaid, 5 days after the date of mailing. This Agreement sets forth the entire agreement of the parties and supersedes any other communications between the parties as to the subject matter of this Agreement and it may be changed only by a writing signed by both parties. Neither party will be bound under this Agreement by any prior or subsequent terms contained in any purchase order, acknowledgment form, quotation, proposal, invoice, "click wrap," "click-through," terms of service, terms of use, acceptable use policy, end user license agreement or other communication, unless acceptance is expressly made by both parties in writing.

11.3 Changes to Nami Guidelines

We may, in our sole and absolute discretion, modify our policies, and guidelines that apply to the Services, the Nami Platform and Properties at any time by posting an updated version on our website, which modifications will be effective immediately upon being posted on the Nami website.

12. Insurance

During the Term, Nami shall maintain the following insurance:

12.1 Commercial General Liability

Commercial General Liability insurance with bodily injury and property damage limits of no less than $1,000,000 per occurrence and $5,000,000 in aggregate, provided these limits may be achieved through a combination of primary and excess policies. Such insurance shall provide for products liability, contractual liability, and completed operations coverage.

12.2 Workers' Compensation

Workers' Compensation insurance as required by any applicable law or regulation as well as Employer's Liability insurance in an amount no less than $1,000,000 per occurrence.

12.3 Professional Liability

Professional liability coverage in the amount of no less than $5,000,000 per claim provided these limits may be achieved through a combination of primary and excess policies. The professional liability insurance shall include coverage for (i) copyright and trademark infringement or trade secret misappropriation of any third party; (ii) claims arising from wrongful acts from technology products or services including coverage for claims resulting from viruses, negligent design, and unauthorized access of private or confidential information including data breaches; and (iii) network security and/or data protection liability insurance (i.e. "cyber liability") covering liabilities for financial loss resulting or arising from acts, errors, or omissions in rendering the technology and other professional services described in this Agreement.

12.4 Conditions

The commercial general liability insurance shall include as additional insured you and your affiliates and your respective officers, directors, agents, and employees, including waiver of subrogation in favor of you. Nami shall furnish you with certificates of insurance evidencing the coverage prior to commencement of this Agreement, at each policy renewal, and upon request from you. Nothing in this section shall in any way limit and/or qualify Nami's obligations and/or liability. All of the insurance policies shall be issued by insurance companies reasonably acceptable to you and shall provide that you will be given thirty (30) days' prior written notice of cancellation or non-renewal. All liability policies shall expressly provide that such insurance shall be primary insurance and any similar insurance in the name of or for the benefit of you shall be excess and non-contributing.