Master Service Agreement (MSA)
1. Introduction & Acceptance
Welcome to Stubber.com ("Stubber", "we", "us" or "our"). This Master Service Agreement ("MSA") governs your access to and use of Stubber's AI orchestration platform and related services (the "Services"). By creating and registering an Organization ("Org") account on Stubber.com and using the Services, you ("Client", "you" or "your") agree to be bound by this MSA and our Data Privacy Agreement ("DPA"), incorporated herein by reference. Creation of an Org on Stubber.com constitutes automatic acceptance of this MSA and the DPA. If you do not agree, do not create an Org or use the Services. This MSA is effective as of the date you register your Org and is governed by the laws of South Africa, without regard to its conflict of law principles. We will notify you of any changes to this MSA or the DPA via the platform's "Manage" section (or through other in-service notification). Continued use of the Services after updates become effective constitutes acceptance of the revised terms.
2. Definitions
For clarity, here are key terms used in this Agreement:
Stubber Platform / Services: The cloud-based software-as-a-service platform on Stubber.com that allows Clients to create and manage AI-powered digital employees ("Templates") to automate repetitive business processes. This includes the web interface, APIs, documentation, and any related support services.
Template(s): AI-powered digital agents ("digital employees") that Clients configure on the Stubber Platform to perform tasks or processes. Each Stub operates based on the workflows and instructions set by the Client, potentially using integrated third-party AI models.
Stubbucks: Pre-purchased usage credits for the Stubber Platform. Stubbucks are credits within the platform (1 Stubbuck = $0.10 USD) that Clients use to pay for Services on a per-interaction or per-task basis. Stubbucks have no cash value and are not redeemable for cash refunds
Organization (Org): A registered account on the Stubber Platform representing a client company or enterprise. Orgs contain user accounts, Templates, and associated data. Only approved Orgs may access the Services.
Client Data: Any content, information, datasets, or materials that you (or your end-users) upload to or generate within the Stubber Platform, including through the Knowledge Library, forms, or interactions with Templates. This may include personal data or sensitive information at your discretion.
Third-Party API Providers: External artificial intelligence or other service providers integrated with the Stubber Platform to enable Stub functionality, such as large language model APIs (e.g. OpenAI, Anthropic, DeepSeek). These providers process Client Data to generate outputs as part of the Services.
Output: Any result, content, or action generated by a Stub in response to Client Data inputs or interactions. Outputs may include text, decisions, or other automated actions carried out by the Stub based on AI processing.
3. Provision of Services
3.1 Platform Access: Subject to this MSA, we grant you a non-exclusive, non-transferable right to access and use the Stubber Services for your internal business purposes. You must register an Org and receive approval from Stubber before accessing the platform. Each Org is tied to a single corporate client, and you are responsible for ensuring that only authorized individuals in your organization access your Org. By registering, you represent that the information provided is accurate and that you have authority to bind the Client to this Agreement.
3.2 Usage-Based Model: Stubber operates on a flexible, usage-based billing model. There are no fixed-term contracts or minimum commitments. Instead, you purchase Stubbucks (prepaid credits) to consume the Services on a pay-as-you-go basis. Each interaction with or action by a Stub will deduct a certain portion of Stubbucks from your balance according to our then-current pricing schedule (displayed in the platform's pricing page or your Org's billing section). This model ensures you only pay for what you actually use.If your Stubbucks balance reaches zero, your Templates may cease processing requests until additional Stubbucks are purchased. We do not provide refunds or cash payouts for unused Stubbucks; any unused Stubbucks are non-refundable and have no cash value, except where required by applicable law.
3.3 Service Availability: We will use commercially reasonable efforts to make the Stubber Platform available with a target uptime of 99.9%. This means the Service is intended to be up and reachable at least 99.9% of each calendar month (allowing for minimal scheduled maintenance or unforeseen downtime). 99.9% uptime is a standard high-reliability service level. While we strive to meet or exceed this target, occasional downtime may occur. We will attempt to schedule maintenance during low-usage windows and, whenever feasible, provide advance notice via the platform or email. In the event that uptime in a given month falls below 99.9%, you may contact us to review the circumstances; at this time we offer a single standard support tier and will work with you to remediate any issues, though no financial credits are guaranteed under this MSA for downtime.
3.4 Support: Stubber currently provides one standard support tier for all Clients at no additional charge. Support includes access to our knowledge base, email support (or in-app chat support) during business hours, and incident response for platform issues. We aim to respond to support inquiries within a reasonable time frame and will address critical issues (such as the platform being down) with high priority. As our services evolve, we may introduce additional support tiers or services, but unless otherwise agreed, all Clients receive the same base level of support under this MSA.
3.5 Changes and Updates: The Stubber Platform will evolve over time. We may introduce new features, improve existing ones, or fix bugs as part of our continuous development. We reserve the right to modify the Services (including altering or discontinuing certain functionalities) at our discretion, provided that such changes will not materially reduce the overall service quality. Any material change to this MSA or the DPA will be communicated via the platform's Manage section or via email. If you continue to use the Services after a revised MSA or DPA has been posted and notified, you are deemed to have accepted the updated terms. If you do not agree to the changes, you must stop using the Services and may terminate your Org as described in Section 9.
4. Client Obligations and Acceptable Use
4.1 Organization Use and Access: You are responsible for all activity that occurs under your Org account. You must ensure that your Org's user accounts (e.g., your employees or contractors) keep login credentials secure and confidential. If you suspect any unauthorized access to your Org or misuse of credentials, you must notify Stubber promptly. You may not share accounts between individuals; each user should have their own login. If you integrate Stubber with other systems (via API keys or tokens), you are responsible for securing those credentials as well.
4.2 Lawful and Permitted Use: You agree to use the Services and deploy Templates only for lawful purposes and in compliance with all applicable laws and regulations. You may not use Stubber to engage in illegal, harmful, fraudulent, or infringing activities, including but not limited to: (a) uploading or processing any content that is unlawful, defamatory, or violates intellectual property rights of others; (b) using Templates to send spam or unsolicited messages in violation of law; (c) attempting to probe, scan, or test the vulnerability of the platform or to breach any security or authentication measures; or (d) using the platform in a manner that could interfere with, disrupt, or negatively impact the Service for other users (e.g., deliberately overloading the system). We reserve the right to suspend or terminate access if you are, in Stubber's reasonable opinion, violating this Agreement or posing a security risk or legal liability risk by your use.
4.3 Client Input and Configuration: You are solely responsible for the configuration and behavior of your Templates. This includes providing accurate and appropriate input data, knowledge base content, and instructions that your Templates will use to perform tasks. You represent and warrant that you have all necessary rights and permissions to provide the Client Data you input into the platform and to permit the processing of that data by the Services. If you upload personal data, you are responsible for ensuring you have a legal basis to do so (e.g., consent from the data subject or other justification under POPIA/GDPR). You must not upload any personal data that is subject to special legal protections (such as health or financial information, children's data, or any special category of personal data under GDPR) unless you have complied with all applicable requirements (for example, obtaining explicit consent or entering into necessary agreements with us).
4.4 Compliance with Third-Party Terms: Our Services integrate with third-party AI and software providers (such as OpenAI, Anthropic, DeepSeek) to enable Template' language processing and other AI functionalities. When using features powered by these providers, you agree to comply with any applicable usage policies or terms those providers require. For instance, OpenAI may have usage guidelines for content; you should not use the Services in a manner that would cause those underlying APIs to violate their own terms (like generating disallowed content). We will make available or refer you to relevant third-party use policies upon request. While Stubber manages the direct relationship with these providers, you acknowledge that your use of their functionality via our platform is subject to their acceptable use constraints. You will not use the Services (or any AI outputs) to develop or improve a competing AI service in violation of the integrated providers' policies, and you will not attempt to extract the underlying model data or otherwise reverse engineer the third-party APIs.
4.5 Payment of Fees: You agree to pay all fees for Stubbucks and Services in accordance with our pricing terms. All Stubbuck purchases are prepaid. Prices are available on our site or within the platform at the time of purchase. Payments are typically made via the methods we support (e.g., credit card or approved invoicing). Stubbucks do not expire by default and remain available for use in your account (subject to our right to change this policy with notice), but they carry no cash value and will not be refunded or paid out if unused.We do not require long-term commitments, but it is your responsibility to monitor your Stubbuck balance and purchase additional credits as needed for uninterrupted service. All fees are exclusive of taxes. You are responsible for any sales, use, VAT, or similar taxes applicable to your purchases, other than taxes on Stubber's income. If you are tax-exempt, you must provide us with a valid tax exemption certificate.
5. Intellectual Property and License
5.1 Ownership of the Platform: Stubber (and its licensors, if any) retain all rights, title, and interest in and to the Stubber Platform, Services, and underlying technology, including all software, algorithms, techniques, and content provided by Stubber. This MSA does not transfer any intellectual property rights to you except for the limited use rights expressly granted. You shall not copy, modify, distribute, sell, or lease any part of our Services or software, nor reverse engineer or attempt to extract the source code of any software (except to the limited extent that applicable law explicitly permits such activity). All trademarks, logos, and service marks of Stubber are our exclusive property. You may not remove, alter, or obscure any copyright, trademark, or proprietary notices on the platform or outputs provided by the platform.
5.2 Ownership of Client Data and Outputs: As between you and Stubber, you retain all rights and ownership in your Client Data and in the Outputs generated by your Templates from that data. We do not claim any ownership over the content you or your end-users provide as input (Client Data), and similarly, outputs generated specifically for you are considered your content. For clarity: if your Template processes your proprietary data and produces a result, that result is owned by you. Stubber merely acts as a processor and facilitator of your data. You hereby grant Stubber a worldwide, limited license to host, copy, process, transmit, and display your Client Data and Stub outputs only as necessary to provide the Services to you and to comply with applicable laws. We will not use your Client Data or Stub outputs for any other purposes except as permitted in this Agreement or your DPA (for example, we will not use your data to develop or improve our services beyond what is needed to operate the Service). Any suggestions, feedback, or ideas you provide to us about improving the platform ("Feedback") are voluntary.
5.3 No Use of Client Data for AI Training: We understand the sensitivity of your data. Stubber.com and its integrated third-party AI providers will not use your Client Data or any personal data processed via the platform to train or improve any general-purpose artificial intelligence models outside of your specific Stub usage. The sole purpose of using your data is to fulfill your requested operations (e.g., to generate an output from a Stub or to store information in your Org's knowledge base). Stubber has implemented policies with our AI providers to ensure your data is isolated and only used for your benefit. For example, when your Template sends a prompt to an LLM (Large Language Model) via our integration, we and the provider process that prompt and return the result to you, but the content of your prompt and output is not used to improve the provider's model nor retained beyond the need to serve your request (subject to any retention period you set or as required for logging and compliance). This commitment aligns with industry best practices: our AI providers are contractually restricted from using Customer Data for training their models, and Stubber itself does not use your content to train our own algorithms. (For transparency, we may internally analyze aggregated usage data or performance metrics to improve system reliability and billing accuracy, but this data is either non-personal or anonymized and not used to train AI models.)
6. Data Privacy and Security
6.1 Data Protection: We take data privacy seriously. Stubber is committed to compliance with applicable data protection laws, including the EU General Data Protection Regulation (GDPR) and South Africa's Protection of Personal Information Act (POPIA). Details of how we handle personal data are outlined in our DPA, which forms part of this Agreement. In summary, when processing any personal data on your behalf, we act as a "Processor"/"Operator" and you act as the "Controller"/"Responsible Party" with respect to such data. We will only process personal data in accordance with your instructions and the DPA. We will not access or use your personal data for any purpose other than providing the Services, meeting our obligations (e.g., support, billing), and as required by law. We will never sell your personal data to third parties. Stubber's Data Privacy Agreement provides more detail on how we safeguard personal information, handle data subject rights, and ensure lawful cross-border data transfers (since your data is hosted on servers in London, UK).
6.2 Security Measures: Stubber maintains industry-standard technical and organizational measures to secure the Services and Client Data from unauthorized access, loss, or alteration. We leverage secure, modern infrastructure -- your data is hosted on dedicated bare-metal servers via Vultr in a London, UK data center, offering single-tenant hardware for enhanced security. Key security practices include:
Encryption: All network communication with the Stubber platform is encrypted in transit via HTTPS/TLS. Sensitive data at rest (including database contents and stored files) is encrypted using strong encryption algorithms.
Access Controls: Access to production systems is limited to authorized Stubber personnel who require it for their role (e.g., engineers for maintenance). We enforce role-based access and multi-factor authentication for administrative access. Vultr's data center also provides physical security and complies with stringent security standards.
Monitoring and Testing: We monitor our systems for security events and have intrusion detection measures. Regular vulnerability assessments and penetration tests are conducted to uncover and address potential security weaknesses.
Organizational Policies: All Stubber employees and contractors with potential access to Client Data are bound by confidentiality agreements and receive training on data protection and privacy. We have an incident response plan in place to handle any security incidents swiftly and effectively.
By using the Services, you understand that no system can be 100% secure, but Stubber will use commercially reasonable efforts to protect the confidentiality, integrity, and availability of your data. In the event of a data breach involving your personal data, Stubber will notify you without undue delay and provide relevant information per the DPA so that you can fulfill any legal reporting obligations.
6.3 Data Location and Transfers: Your data (including personal data you may upload) will be stored and processed on servers located in the United Kingdom (London). Additionally, when using our integrated AI services, data might be processed in the United States or other countries where our third-party AI providers operate infrastructure. We ensure that any cross-border transfers of personal data comply with applicable data transfer laws. For EU personal data, we rely on mechanisms such as Standard Contractual Clauses (SCCs) or the UK GDPR adequacy decisions, as appropriate. For South African personal information, we ensure that the recipient of data in a foreign country is subject to laws or agreements providing an adequate level of protection, or that another condition of POPIA Section 72 is met (for example, obtaining the data subject's consent for the transfer or necessity for contract performance).Our DPA outlines these safeguards in detail. By using the Services, you consent to this processing and storage of data outside your country, with the understanding that Stubber will always protect your data under the strict standards described here and in the DPA.
7. Disclaimer of Warranties
Stubber provides the Services "as is" and "as available", without any warranties of any kind except as expressly stated in this Agreement. While we strive to offer a high-quality, reliable platform, we expressly disclaim all implied warranties, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not guarantee that the Services will meet all of your requirements, or that operation of the Services will be uninterrupted, error-free, or completely secure. We provide the 99.9% uptime commitment and support as stated, but do not warrant that every minor bug or imperfection will be corrected immediately or that there will be zero downtime. No advice or information, whether oral or written, obtained from Stubber or through the Services, will create any warranty not expressly made herein.
7.1 AI Outputs -- No Guarantee: Specifically, due to the innovative nature of AI, Stubber makes no warranty or promise as to the accuracy, quality, or suitability of any Output generated by your Template. You acknowledge that AI-generated content can be unpredictable or seem factual while being incorrect. Templates may produce content that is unreliable, inconsistent, or unintended; you are solely responsible for verifying the Outputs before using them in your business operations. Stubber does not warrant that using a Stub will achieve any particular outcome or savings in your business. You should not rely on Stub outputs without appropriate human review, especially for decisions that could impact finances, legal rights, or individuals' well-being. We also are not responsible for any content or information you might lose due to your failure to backup your data or due to errors in third-party services.
7.2 Third-Party Services: No warranty is provided for any third-party services or content accessed through the Stubber platform. For example, if a third-party AI model returns an output via our Service, we do not guarantee that output or the availability of that third-party API. Those services are outside our control and are provided by external providers under their own terms. We are not responsible for the acts or omissions of any third-party AI Provider, nor for the accuracy, legality, or appropriateness of any data, output, or service they provide. That said, we do contract with reputable AI providers and will use reasonable efforts to ensure they maintain high service levels and uphold the privacy commitments we've made (e.g., not training on your data). But any Third-Party Output (results from integrated services) is provided on an "as-is" basis from that provider; Stubber passes it through without altering its substance.
7.3 Beta Features: From time to time, Stubber may offer early access or beta features (which we will designate as such). These features might be experimental or not as robust as mainline services. They are provided "as-is" without any warranties and may be changed or discontinued at any time. Use beta features carefully and avoid using them for critical tasks or with sensitive data unless you accept the potential risks.
8. Limitation of Liability
8.1 Indirect Damages: To the maximum extent permitted by law, neither Stubber nor the Client will be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or relating to this Agreement or the Services. This exclusion includes damages for lost profits, loss of data, business interruption, or any other commercial or economic loss, even if that party knew or should have known such damages were possible, and even if a remedy fails of its essential purpose. Stubber will not be liable for the cost of procurement of substitute services or any losses resulting from the use of or reliance on any outputs generated by the Templates.
8.2 Liability Cap: Except for the specific exclusions described in Section 8.3 below, each party's total aggregate liability arising out of or related to this MSA (whether in contract, tort, or otherwise) is limited to the total amount you have paid Stubber in the twelve (12) months immediately prior to the event giving rise to the claim. If the claim arises during your first year of using the Services, the cap is instead the total amount paid up to the date of the claim. For example, if you spent $5,000 on Stubbucks in the 12 months before a claim, Stubber's maximum liability to you for all claims in aggregate would be $5,000. This cap is an overall aggregate limit, meaning multiple claims will not increase it. This limitation reflects the allocation of risk between the parties and is a fundamental part of the bargain under this Agreement.
8.3 Exceptions to Limitations: The limitations in this Section 8 do not apply to: (a) your payment obligations under Section 4.5 (i.e., amounts you owe us for Services are not limited by the cap); (b) either party's liability for gross negligence or willful misconduct; (c) your breach of the license restrictions or misuse of Stubber's intellectual property (if you violate Section 5.1, for instance); (d) either party's indemnification obligations under Section 8.4 or Section 8.5; and (e) damages that cannot be limited under applicable law (such as certain statutory liabilities or data privacy fines, if applicable -- although each party will strive to comply with data laws to avoid such fines altogether). In any case where liabilities cannot be disclaimed or capped by law (e.g., some jurisdictions do not allow exclusion of certain warranties or limitations of liability), such provisions shall be interpreted to limit liability to the fullest extent allowed by law.
8.4 Stubber Indemnification: Stubber will defend and indemnify you against any third-party claim that the Stubber Service (as provided by us, when used as authorized in this MSA) directly infringes a third party's intellectual property rights (e.g., patent, copyright, or trademark). This means we will pay for the damages and costs awarded by a court or agreed in settlement that are attributable to such a claim, provided that you (i) promptly notify us in writing of the claim, (ii) give us sole control of the defense and any settlement negotiations (we will not settle any claim without your consent if it imposes non-monetary obligations on you, such consent not to be unreasonably withheld), and (iii) provide us with reasonable assistance (at our expense) in defending the claim. If such an infringement claim arises, Stubber may at its option: procure the right for you to continue using the Service, modify or replace the infringing part of the Service to make it non-infringing, or if these options are not feasible, terminate your use of the Service and refund any pre-paid, unused Stubbucks for the period after termination. Stubber will not indemnify or be liable for claims to the extent arising from (a) any Client Data or materials you provide (since we don't control what you input), (b) your combination of the Service with other products, content or business processes not supplied by Stubber (if the claim would have been avoided by using the Service standalone), or (c) your use of the Service in violation of this Agreement (e.g., using the Service after we told you to stop due to a claim).
8.5 Client Indemnification: You (the Client) agree to indemnify and hold Stubber (and its officers, directors, employees, and agents) harmless from any third-party claims, damages, or losses (including reasonable attorneys' fees) arising out of: (i) Client Data or other materials you submit to the Service, including any claim that such data or its use in the Services infringes a third party's rights or violates law; (ii) your use of the Services (or Outputs) in violation of any law or regulation, or in breach of this Agreement; or (iii) any actions you or your Templates take with respect to third parties (for example, if your Stub interacts with a third-party system and causes harm or if you deploy a Stub's output in your product and it causes a user complaint, that's your responsibility). We will (a) promptly notify you of any such claim, (b) permit you to control the defense and settlement (provided that you shall not settle any claim that involves admission of guilt or monetary payment by Stubber without our consent), and (c) provide assistance at your expense. This Section 8.5 means that if Stubber gets sued because of something you did or data you provided, you'll cover those costs.
9. Term and Termination
9.1 Term: This MSA commences when you accept it (by creating an Org or otherwise indicating acceptance) and continues for as long as you use the Services. Because there is no fixed subscription term, this Agreement remains in effect on a month-to-month (or usage-to-usage) basis until terminated. In practical terms, each purchase of Stubbucks and each use of the platform is governed by this MSA.
9.2 Termination by Client: You may terminate this Agreement at any time by ceasing to use the Services and closing your Org account. You can initiate closure of your Org via the account management settings or by contacting Stubber support. Termination will not entitle you to any refund of unused Stubbucks (see Section 4.5), except where required by law or explicitly permitted by us in writing. We recommend that before terminating, you use up your remaining Stubbucks or reach out to us to discuss any refund possibilities (which are at our discretion). Once your account is terminated, your Templates will stop functioning and you will no longer have access to the platform.
9.3 Termination or Suspension by Stubber: We may suspend or terminate your Org's access to the Services for any of the following reasons: (a) Violation of Agreement -- if you materially breach any provision of this MSA or the DPA (e.g., violating acceptable use in Section 4.2 or failing to pay owed amounts) and do not cure the breach within a reasonable period (if curable) after notice from us; (b) Security Risk -- if your use of the Service poses a security risk to the platform or any other customer, or could subject us or any third party to liability (for example, if you are using the Service for illegal activities, or your Stub's behavior is significantly harming our infrastructure); or (c) Legal Requirement -- if we are required to do so by law or an order of a court (for instance, if providing the Service to you becomes unlawful in your jurisdiction). Additionally, we reserve the right to terminate without cause by providing at least 30 days' written notice, although we expect to do this only in rare scenarios (such as discontinuation of the Service entirely). In cases of suspension, we will restore your access once the issue prompting suspension is resolved, if possible. In cases of termination by Stubber without cause, we will refund any unused prepaid Stubbucks in your account as of the termination date.
9.4 Effect of Termination: Upon termination of this Agreement for any reason, your right to access or use the Services will immediately cease (or at the specified termination effective date). We strongly recommend you export or download any important data or content from the platform before terminating. In the event of termination, Stubber will, upon your request, provide you a reasonable opportunity (such as a 30-day period) to retrieve your Client Data (e.g., download your knowledge base contents or usage logs), unless doing so is prohibited (e.g., your account was terminated for unlawful content). After such period, or immediately if no retrieval is requested, Stubber will delete your Client Data from our active systems within a reasonable timeframe, generally not to exceed 30 days. Please note that residual copies may remain in our secure backups for a limited period (which are subsequently overwritten in the normal backup cycle), and Stubber may retain certain information if required to comply with legal obligations or for legitimate business purposes (e.g., payment records, audit logs), but in all cases such retained data remains subject to the confidentiality and security obligations of this MSA.
9.5 Survival: Any provisions of this MSA that by their nature should survive termination shall survive, including but not limited to: Sections on Definitions, Intellectual Property, Disclaimers, Limitation of Liability, Indemnities, Governing Law, and any other clauses that impose obligations continuing beyond termination. The DPA will also remain in effect with respect to any post-termination data retention as long as Stubber continues to process personal data from the Client.
10. Miscellaneous Provisions
10.1 Governing Law and Dispute Resolution: This Agreement is governed by the laws of the Republic of South Africa. We and you both agree that any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of South Africa. (If you are a South African entity, you agree to the jurisdiction of the courts located in our principal place of business, which is currently Cape Town, South Africa; if you are not based in South Africa, you agree that South African courts are still an appropriate and convenient forum.) Notwithstanding the above, Stubber may seek injunctive or equitable relief in any jurisdiction to protect its intellectual property or Confidential Information.
10.2 Export Control and Sanctions: You must comply with all applicable export control and economic sanctions laws in your use of the Services. You assure that you are not located in or ordinarily resident in any country subject to comprehensive embargoes (including, for example, countries or regions like Cuba, Iran, North Korea, Syria, or Crimea) and that you are not on any restricted parties list (such as the U.S. Treasury Department's list of Specially Designated Nationals). Our Services may not be used for the benefit of, or shipped/transferred to, prohibited countries, entities, or individuals. You also agree not to use the Services to develop or transfer any data or content that is subject to export control restrictions (for example, certain encryption software or defense-related data) unless you have obtained all necessary authorizations. If you become subject to sanctions or export restrictions, you will notify Stubber and we may terminate your account if required by law. Stubber's provision of the Services is subject to us also complying with export laws; if we determine that the provision of Services to you would violate applicable export or sanctions laws, we may immediately terminate or suspend the provision of Services.
10.3 Confidentiality: During the course of this Agreement, either party may receive or have access to information that is not generally known to the public and that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Client's Confidential Information includes all Client Data (including any personal data) and any business or technical information you disclose to us that is marked confidential or proprietary. Stubber's Confidential Information includes the Services (including any non-public aspects of the platform, such as beta features), any non-public documentation, pricing negotiations, and any other information we provide that is marked or otherwise identified as confidential. Each party agrees to use the other's Confidential Information only for the purpose of fulfilling its obligations and exercising its rights under this Agreement, and to not disclose the other's Confidential Information to any third party except to those who need to know it for the above-stated purpose and who are bound by confidentiality obligations at least as protective. Each party will employ reasonable measures to protect the Confidential Information of the other party from unauthorized access or disclosure, which measures will be at least as strong as those it uses to protect its own similar confidential information. Confidential Information does not include information that: (a) is or becomes generally available to the public without breach of this Agreement; (b) was known to the recipient prior to disclosure by the discloser (with no obligation of confidentiality); (c) is obtained by the recipient from a third party lawfully, not under an obligation of confidentiality; or (d) is independently developed by the recipient without reference to or use of the discloser's information. If a court or regulator demands access to Confidential Information, the receiving party may disclose such information to comply with the law but must (if legally permitted) give prompt notice to the disclosing party to enable that party to seek a protective order or other remedy.
10.4 Entire Agreement: This MSA, together with the DPA and any other documents expressly referenced herein, constitutes the entire agreement between you and Stubber regarding the Services. It supersedes all prior or contemporaneous communications, proposals, or agreements (whether oral or written) between the parties relating to the subject matter. In the event of a conflict between this MSA and any other policy or document, the terms of this MSA will prevail (except that the DPA will control in matters specifically concerning data privacy/protection, and any separately negotiated written agreement signed by both parties will control over this MSA).
10.5 Amendment and Waiver: Except for updates made by Stubber as described in Section 3.5 (Changes and Updates) which may be done by posting revised terms, any amendment to this Agreement must be in writing and signed by both parties to be effective. The failure of either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. A waiver of any term will only be effective if in writing and signed by the party granting the waiver, and such waiver will not imply a waiver of any other term or condition.
10.6 Severability: If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the rest of the provisions will remain in full force and effect. In such a case, the parties shall negotiate in good faith a valid, enforceable provision that most nearly affects the intent of the invalid provision.
10.7 Assignment: You may not assign or transfer this Agreement (in whole or in part) to any third party without Stubber's prior written consent, except that you may assign this Agreement in its entirety, with notice to Stubber, in connection with a merger, acquisition, or sale of all or substantially all of your assets. Stubber may assign or transfer this Agreement to an affiliate or in connection with a merger, reorganization, or sale of assets. Any purported assignment in violation of this section is void. This Agreement will bind and insure to the benefit of the parties, their successors, and permitted assigns.
10.8 No Third-Party Beneficiaries: This Agreement is made solely for the benefit of the parties and their respective successors and permitted assigns. Except as expressly provided in Section 8 (Indemnification) with respect to indemnified parties, nothing in this Agreement confers any rights or remedies on any person or entity other than the parties to this Agreement.
10.9 Relationship of the Parties: Stubber and Client are independent contracting parties. Nothing in this Agreement shall constitute either party as an employer, employee, agent, or representative of the other party, nor both parties as joint venturers or partners for any purpose. Neither party has the authority to bind the other or incur obligations on the other's behalf without the other's prior written consent.
10.10 Notices: Notices under this Agreement should be given in writing. Stubber may provide notices to you via the email address associated with your Org account or via in-platform notifications. You should send legal notices to Stubber at the contact information provided on our website (e.g., our registered office address or a designated email for legal notices, if provided). Notices will be deemed received and effective: if sent by email, when the sender's email system confirms transmission; if posted on the platform, when you next log in or within 24 hours (whichever is sooner); if postal mail, on delivery.
10.11 Headings and Interpretation: Headings in this MSA are for convenience only and do not affect interpretation. Words in the singular include the plural and vice versa. "Including" means "including without limitation." This Agreement was written in English, which shall prevail in interpretation. We have tried to write this MSA in plain language so it's understandable to non-lawyers; the language shall be interpreted according to its fair meaning and not strictly for or against either party.