Master Subscription Agreement

Palazzo, Inc.

Version 2.0 · Effective July 15, 2026 · Last Updated July 15, 2026

This Master Subscription Agreement (“MSA”) is entered into by and between Palazzo, Inc. (“Palazzo”) and the individual or entity identified on the applicable SOW (defined below) (“Customer”), on behalf of itself, its affiliates, and its employees and independent contractors that Customer has authorized to access the Platform (defined below) without executing their own separate SOW (collectively, “Authorized Users”). Palazzo and Customer are each referred to herein as a “Party” and collectively as the “Parties.” This MSA is effective as of the date of the last signature on the first SOW between the Parties (the “Effective Date”). This MSA, together with any statements of work or order forms executed between the Parties (each, an “SOW”) and any other documents between the Parties that incorporate this MSA, constitutes the “Agreement.” The current version of this MSA is posted at palazzo.ai/legal/msa, and each SOW incorporates this MSA by reference.

The Agreement governs Palazzo’s provision of and Customer’s access and use of Palazzo’s products, services, programs, and platforms identified in the applicable SOW or otherwise provided by Palazzo to Customer under this Agreement, which may include Palazzo Spaces, Palazzo Studio, Palazzo Showcase, and related modules (the “Platform”). Each SOW executed between the Parties is hereby incorporated by reference. In the event of any conflict or inconsistency between the terms of any SOW and this MSA, the SOW will control solely to the extent of the conflict or inconsistency.

1. Use of the Platform

(a) Customer shall not:

(i) copy, modify, translate, or create derivative works of the Platform;
(ii) reverse engineer, decompile, disassemble or otherwise attempt to reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques, or algorithms of the Platform, or attempt to extract, reconstruct, or discover the models, model weights, prompts, or training data underlying the Platform’s AI features;
(iii) lend, lease, offer for sale, sell or otherwise use the Platform for the benefit of any third party or provide any third party except for Authorized Users with access to the Platform;
(iv) attempt to disrupt the integrity or performance of the Platform;
(v) attempt to gain unauthorized access to the Platform or its related systems or networks;
(vi) use the Platform in a manner that violates this Agreement, any third-party rights, or any applicable laws, including fair housing, advertising, consumer protection, and real estate licensing laws;
(vii) use the Platform to harass, cause harm to, or violate the rights of a third party, or to generate listing or marketing content that expresses preferences or limitations based on characteristics protected under applicable fair housing or anti-discrimination laws;
(viii) publish or use Platform Outputs in a manner that materially misrepresents the condition, features, or dimensions of a property or product, or without disclosure that imagery is virtually staged or AI-generated where such disclosure is required by applicable law, MLS rules, or platform policies;
(ix) use the Platform or any Platform Outputs to develop, train, fine-tune, or improve any machine learning model or competing product or service; or
(x) access the Platform for purposes of benchmarking or competitive analysis, or to copy any ideas, features, functions, or graphics of the Platform.

(b) Customer acknowledges and agrees that it is responsible for the use or misuse of the Platform by its Authorized Users. Any action taken or breach of this Agreement by an Authorized User will be deemed an action taken or a breach of this Agreement by Customer. Without limiting the foregoing, Customer is responsible for the proper care and use of Customer’s and its Authorized Users’ access credentials and responsible for any actions resulting from the use of Customer’s or its Authorized Users’ access credentials. Customer grants Palazzo permission to make modifications to its and its Authorized Users’ accounts on their behalf in order to operate the Platform and to maintain security, functionality, or compliance with applicable laws, including executing password change requests, modifying roles and permissions of Authorized Users, and updating account information.

2. Customer Information

As between the Parties, Customer owns and shall retain all right, title, and interest, including all intellectual property rights, in and to all information, data, materials, works, expressions, or other content uploaded, submitted, or otherwise provided by or on behalf of Customer or any Authorized User for processing by or through the Platform, or collected or received by Palazzo for Customer pursuant to this Agreement, including all Customer Inputs (collectively, “Customer Information”). For clarity, Customer Information does not include Platform Outputs, Derived Data, or De-identified Data (each defined below), which are owned by Palazzo as set forth in Sections 8 and 9, subject to the licenses granted to Customer herein.

3. Ownership, License, and Usage Rights

(a) Palazzo Ownership of Platform.

As between the Parties, Palazzo owns and shall retain all right, title and interest, including all intellectual property rights, in and to the Platform and all information, data, and materials embodied in or related to the Platform, excluding all Customer Information, subject to the license granted herein. All rights that Palazzo does not expressly grant to Customer in this Agreement are hereby reserved. Palazzo does not grant any ownership interest, or any right, title, or interest (whether express or implied) in or to the Platform or any information, data, and materials embodied in or related to the foregoing.

(b) License to Platform.

Subject to the terms and conditions of this Agreement, Palazzo hereby grants to Customer during the Term a non-exclusive, non-transferable, non-assignable (except as otherwise stated herein) and non-sublicensable right and license, solely for Customer’s internal business purposes, (i) to access and use the Platform and (ii) to access and use any other products, services, or features identified in an applicable SOW or otherwise made available by Palazzo to Customer under this Agreement, and to allow its Authorized Users to access and use the Platform for the foregoing purposes.

From time to time, Customer may make available to Palazzo, directly or indirectly, feedback, analysis, suggestions and/or comments related to the Platform (collectively, “Platform Feedback”). Customer hereby grants to Palazzo a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free and fully-paid license to use such Platform Feedback to provide and improve the Platform without any compensation or credit to Customer.

4. Platform Training and Support

Palazzo may provide commercially reasonable training and support in connection with the Platform, in its sole discretion. Any such training or support may be available via support@palazzo.ai. Palazzo will respond to requests for training or support only from Authorized Users. Where an SOW includes specified support terms or service levels, those terms apply to that SOW.

5. Fees; Payment Terms

(a) Fees.

Customer shall pay Palazzo the fees set forth in the applicable SOW (“Fees”), which may include subscription fees (billed annually or monthly in advance, as stated on the SOW), prepaid render package fees, render overage fees, and one-time implementation fees, in accordance with the payment terms in the applicable SOW. Upon signing an SOW, all Fees are non-cancellable and all Fee payments made to Palazzo are non-refundable. Customer shall make all payments in United States Dollars (USD) unless otherwise agreed in writing, and is solely responsible for any foreign exchange or currency conversion costs. Any Fees not paid when due will accrue interest at one-and-a-half percent (1.5%) of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower. If Customer’s unpaid invoices are referred to an attorney or collections agency, Customer shall pay all reasonable costs of collections, including attorneys’ fees and collections agency fees actually incurred by Palazzo.

(b) Taxes.

All Fees are exclusive of any taxes, levies, duties, or similar governmental assessments, including sales, use, value-added, and withholding taxes (collectively, “Taxes”). Customer is responsible for all Taxes associated with its purchases under this Agreement, and if any deduction or withholding of Taxes is required, Customer shall pay such additional amounts as are necessary to ensure Palazzo receives the full amount of the Fees; provided that Palazzo is solely responsible for Taxes based on its net income, property, and employees. If Palazzo has the legal obligation to collect Taxes for which Customer is responsible, Palazzo will invoice Customer for such amounts unless Customer provides a valid tax exemption certificate.

Customer may purchase prepaid packages of render/generation credits on an SOW. Package credits are consumed only after the included allocation on Customer’s subscription plan is exhausted, and before any overage Fees accrue. Package credits are non-refundable, have no cash value, are not transferable between Customer accounts, and expire at the end of the subscription term in which they were purchased unless the SOW states a different expiration.

(d) Overages.

Usage in excess of the included plan allocation and any unexpired package credits will be invoiced monthly in arrears at the overage rates on the SOW or, if none, at Palazzo’s then-current list rates. Palazzo meters usage and will make usage reports available to Customer; Palazzo’s metering records are authoritative absent manifest error.

(e) Implementation Services.

Where an SOW includes one-time integration or implementation fees, Palazzo will perform the described implementation services in a professional and workmanlike manner, and Customer will provide timely access, information, and cooperation reasonably necessary for performance. Implementation fees are due upon SOW execution unless the SOW states milestones, and are non-refundable once work has commenced. All work product, connectors, configurations, integrations, and tools created in the course of implementation services are owned by Palazzo and made available to Customer as part of the Platform during the Term; no work-for-hire or assignment of such materials is intended or implied.

6. Confidentiality

“Confidential Information” means any information disclosed by one Party (the “Discloser”) to the other Party (the “Recipient”) that the Recipient knows or reasonably should know is confidential. With respect to Palazzo as the Discloser, Confidential Information includes all non-public specifications, documentation, technical information, and pricing provided by Palazzo to Customer or its Authorized Users. With respect to Customer as the Discloser, Confidential Information includes all Customer Information. Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the Recipient; (ii) was known to the Recipient prior to disclosure, as established by documentary evidence; (iii) is received by the Recipient from a third party without breach of any confidentiality obligation; or (iv) is independently developed by the Recipient without use of the Discloser’s Confidential Information, as established by documentary evidence. The Recipient shall not use or disclose the Discloser’s Confidential Information except as necessary to exercise its rights or perform its obligations under this Agreement, and shall limit disclosure to its employees, contractors, bona fide potential investors, and prospective purchasers of a portion of or all of its assets or beneficial ownership interests, in each case who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement. The Recipient shall be responsible for any breach of this Section by any such persons. The Recipient may disclose Confidential Information to the extent required by applicable law, regulation, subpoena, or court order, provided that the Recipient (to the extent legally permitted) gives the Discloser prompt written notice prior to disclosure and limits such disclosure to the minimum extent necessary. For clarity, Palazzo’s exercise of the rights granted in Sections 8 and 9 does not breach this Section 6.

7. Data Security

(a) Definitions.

“Personal Information” means information provided to Palazzo by or at the direction of Customer, or created or obtained by Palazzo on behalf of Customer in the course of Palazzo’s performance under this Agreement, that identifies or can be used to identify or authenticate an individual, including names, addresses, telephone numbers, email addresses, unique identifiers, access credentials, geolocation data, and inferences drawn from other personal information. Customer’s business contact information is not by itself deemed to be Personal Information.

(b) Standard of Care.

Palazzo shall comply with the terms and conditions set forth in this Agreement in its creation, collection, receipt, transmission, storage, disposal, use, and disclosure of Personal Information and be responsible for any unauthorized creation, collection, receipt, transmission, access, storage, disposal, use, or disclosure of Personal Information under its control or in its possession by authorized representatives of Palazzo.

Palazzo represents and warrants that its creation, collection, receipt, access, use, storage, disposal, and disclosure of Personal Information does and will comply with all applicable federal, state, and foreign privacy and data protection laws. For the avoidance of doubt, Palazzo is a “service provider” (as defined in the California Consumer Privacy Act (“CCPA”)). Palazzo will not “sell” or “share” (as such terms are defined in the CCPA) any Personal Information, use or disclose Customer’s Personal Information outside the business relationship with Customer, or combine Customer’s Personal Information with personal information Palazzo receives from any other source, except as permitted by applicable laws; provided that Palazzo may de-identify and aggregate data as set forth in Section 9, and de-identified data is not Personal Information. Customer has the right to take reasonable and appropriate steps to ensure that Palazzo uses Personal Information in a manner consistent with Customer’s obligations under applicable laws, and to stop and remediate unauthorized use of Personal Information. Palazzo will notify Customer if it determines that it can no longer meet its obligations under applicable laws. Palazzo shall maintain commercially reasonable administrative, technical and physical safeguards that are (i) appropriate to the nature of the Personal Information it processes on behalf of Customer and (ii) designed to protect the security, confidentiality and integrity of Customer Information. In the event of any unauthorized acquisition, alteration, or disclosure of Customer’s Personal Information that requires notification to an individual, government or regulatory body, or law enforcement authority under applicable laws, Palazzo shall notify Customer promptly and without undue delay.

(d) Sub-Processors.

Customer hereby authorizes Palazzo to engage third-party entities to “process” (as such term is defined by applicable laws) Personal Information on behalf of and as specifically directed by Palazzo pursuant to a written contract that includes obligations that are at least as protective as those set out in this Section and as required by applicable laws, including cloud hosting providers and third-party AI model providers.

8. AI Features; Platform Outputs

(a) Inputs and Outputs.

In the course of using the Platform, Customer may upload content to be processed by the Platform in accordance with Customer’s instructions (“Customer Inputs”), and receive outputs generated and returned by the Platform using those Customer Inputs, including staged imagery, renders, product visualizations, and other generated content (“Platform Outputs”).

(b) Ownership and License of Outputs.

As between the Parties, Palazzo owns all right, title, and interest in and to Platform Outputs. Palazzo hereby grants to Customer a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable license to use, reproduce, display, distribute, publish, and create derivative works of the Platform Outputs generated for Customer, for any lawful business purpose. Customer acknowledges that, due to the nature of machine learning, the same or similar outputs may be generated for other customers, and nothing in this Agreement restricts Palazzo’s generation, use, or licensing of the same or similar outputs for or to any other person.

Platform Outputs are generated by probabilistic models and may be inaccurate, incomplete, or unsuitable for Customer’s purposes. Customer is solely responsible for reviewing Platform Outputs before use, for all decisions made and actions taken in reliance on Platform Outputs, and for its publication or commercial use of Platform Outputs, including compliance with advertising, consumer protection, intellectual property, fair housing, and real estate licensing laws and applicable MLS or platform disclosure rules regarding virtually staged or AI-generated imagery. Platform Outputs do not constitute professional, legal, appraisal, or brokerage advice.

(d) Third-Party Models.

The Platform’s AI features may be powered by third-party foundation models. Palazzo may substitute, upgrade, or change underlying models or model providers at any time, and Customer will comply with usage restrictions of applicable model providers identified in the documentation.

(e) Regulatory Changes.

Palazzo may modify the Platform’s AI features to the extent reasonably necessary to comply with applicable law or regulatory guidance governing artificial intelligence, and such modifications will not constitute a breach of this Agreement.

9. Data Rights

(a) License to Palazzo.

Customer hereby grants Palazzo a non-exclusive, worldwide, royalty-free, fully paid-up, sublicensable (including to sub-processors) license to host, copy, process, transmit, display, and create derivative works of Customer Information: (i) to provide, maintain, secure, and support the Platform; (ii) to generate Platform Outputs; (iii) to develop, test, train, improve, and enhance the Platform and Palazzo’s products, services, models, and algorithms; (iv) to create Derived Data and De-identified Data; and (v) to comply with applicable law.

(b) Derived Data.

“Derived Data” means data, models, model weights, embeddings, analytics, insights, benchmarks, and other information or materials derived from or generated using Customer Information, Platform Outputs, or Customer’s use of the Platform. As between the Parties, Palazzo owns all right, title, and interest in and to Derived Data. Palazzo will not disclose Derived Data to any third party in a form that identifies Customer or any individual or that reveals Customer Confidential Information.

“De-identified Data” means data derived from Customer Information or Platform usage that has been de-identified or aggregated such that it cannot reasonably be used to identify Customer or any individual. Palazzo may create, use, and disclose De-identified Data for any lawful purpose, during and after the Term.

(d) Survival.

The rights granted to Palazzo in this Section 9, with respect to Derived Data and De-identified Data generated prior to expiration or termination and with respect to Customer Information incorporated into model training prior to expiration or termination, survive the expiration or termination of this Agreement.

10. Data Retention; Export; Deletion

(a) Export.

For thirty (30) days following expiration or termination of the final SOW, Palazzo will, upon Customer’s written request, make Customer Information available for export in a commonly used format.

(b) Deletion.

Following the export window in Section 10(a), Palazzo will delete Customer Information within sixty (60) days, except for (i) copies retained in routine backups pending expiration of Palazzo’s standard backup cycle, (ii) Derived Data and De-identified Data, and (iii) data Palazzo is required to retain by applicable law, all of which remain subject to Section 6 and Section 9.

During the Term, Palazzo will retain Customer Information in accordance with the Platform documentation and its standard data retention practices.

11. Platform and Product Availability

(a) Availability.

Palazzo shall use commercially reasonable efforts to make the Platform available to Customer during the Term, except for downtime due to: (i) scheduled maintenance; (ii) Force Majeure Events; (iii) internet and network issues between Palazzo and Customer; (iv) third-party service interruptions, including cloud hosting and third-party AI model provider interruptions; (v) misuse or unauthorized use of the Platform by Customer or its Authorized Users; (vi) Customer’s fraud, gross negligence, or willful misconduct; or (vii) Customer’s failure to comply with the terms and conditions of this Agreement. Where an SOW includes a service level agreement, that service level agreement applies to the Platform purchased under that SOW and states Customer’s sole and exclusive remedy for availability failures.

(b) Beta Features.

Palazzo may make pre-release features available, identified as beta, preview, pilot, or similar (“Beta Features”). Beta Features are provided “AS IS,” are excluded from any service level agreement and from Sections 15 and 16(b), may be modified or discontinued at any time, and Palazzo’s total liability arising from Beta Features will not exceed one hundred dollars ($100).

12. Term and Termination

(a) Term; Renewal.

This Agreement commences on the effective date of the first SOW between Palazzo and Customer and continues until all SOWs have expired or are terminated according to their terms (the “Term”). Each SOW subscription runs for the term stated on the SOW and automatically renews for successive periods equal to the initial term unless either Party gives notice of non-renewal at least thirty (30) days before the end of the then-current term. Palazzo may adjust pricing for a renewal term upon at least forty-five (45) days’ prior notice.

(b) Termination.

Either Party may terminate this Agreement or an individual SOW upon thirty (30) days’ prior written notice to the other Party if the other Party is in material breach of this Agreement or an individual SOW and the breaching Party fails to remedy the breach within such thirty (30)-day notice period.

Palazzo may, with prior written notice to Customer, suspend, limit, or restrict Customer’s and/or its Authorized Users’ access to the Platform, and restrict, disable, or quarantine Customer Information, if: (i) any amount due under this Agreement remains unpaid for more than fifteen (15) days after the due date; (ii) Customer or its Authorized Users use the Platform in violation of this Agreement; or (iii) Customer or its Authorized Users use the Platform in an unauthorized or fraudulent manner. Any such suspension shall not limit Palazzo’s right to terminate this Agreement pursuant to Section 12(b).

(d) Effect of Termination.

Upon expiration or termination of this Agreement for any reason, the licenses granted to Customer in Section 3(b) will automatically terminate, Customer shall immediately cease all use of the Platform, and all Fees owed pursuant to Section 5 shall become immediately due and payable. Customer’s license to Platform Outputs under Section 8(b) survives. Any usage by Customer of the Platform beyond the expiration or termination of the applicable SOW shall be (i) paid for by Customer at Palazzo’s standard monthly fees and (ii) subject to the terms and conditions of this Agreement; such continued use shall not affect Palazzo’s right to discontinue or terminate the Platform at any time post-expiration.

(e) Survival.

Sections 1(a), 2, 3(a), 3(c), 5, 6, 8(b), 8(c), 9 (as stated therein), 10, 12(d), 12(e), 13, 14, 15, 16, 17, 18, 19, and 20, along with all defined terms used in those Sections and any provisions that by their nature are intended to survive, will survive the expiration or termination of this Agreement.

13. Representations and Warranties

(a) Mutual.

Each Party represents and warrants that: (i) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization; (ii) it has the full right, power, and authority to enter into this Agreement, to grant the rights and licenses granted hereunder, and to perform its obligations hereunder; (iii) the execution of this Agreement has been duly authorized; (iv) when executed and delivered, this Agreement will constitute the legal, valid and binding obligation of such Party, enforceable in accordance with its terms; and (v) it is in compliance with, and shall perform its obligations hereunder in compliance with, all applicable laws.

(b) Customer.

Customer represents, warrants, and covenants that: (i) it owns or otherwise has sufficient rights in the Customer Information — including photographs, floor plans, product images, listings data, and any Personal Information contained therein — to grant the rights and licenses set forth in this Agreement, including the rights granted in Section 9; (ii) its use of the Platform and its publication of Platform Outputs will comply with all applicable laws, rules, and regulations, including fair housing, advertising, privacy, consumer protection, and real estate licensing laws and applicable MLS and platform rules; (iii) it has obtained, and shall maintain throughout the Term, all rights, consents, authorizations, and legal bases required under applicable law to provide Customer Information to Palazzo and to authorize Palazzo’s processing of such Customer Information as contemplated by this Agreement, including Section 9; and (iv) it has the legal authority to collect, transmit, and make available Customer Information to Palazzo as contemplated by this Agreement.

14. Warranty Disclaimer

Except for the representations and warranties set forth under Section 13, Palazzo makes no promises, representations or warranties whatsoever, whether express, implied, statutory, or otherwise, and Palazzo hereby disclaims all implied warranties, including the warranties of title, merchantability, noninfringement and fitness for a particular purpose, as well as any local jurisdictional analogues to the foregoing. Without limiting the foregoing, Palazzo makes no warranty that the Platform will be uninterrupted or error-free or that Platform Outputs will be accurate, complete, reliable, unique, or suitable for any particular use.

15. Limitation of Liability

To the fullest extent permitted under applicable law, except for (i) a Party’s fraud, gross negligence, or willful misconduct, (ii) either Party’s indemnification obligations under Section 16, and (iii) Customer’s payment obligations under Section 5, in no event will either Party’s total liability arising out of or related to this Agreement exceed the fees that are due and payable to Palazzo during the twelve (12) months preceding the occurrence giving rise to the applicable claim; provided that either Party’s total liability for breach of its obligations under Section 6 (Confidentiality) or Section 7 (Data Security) will not exceed two (2) times such amount. Except as set forth above, in no event will either Party have any liability for any indirect, incidental, special, or consequential damages arising out of or related to this Agreement (including for lost profits, data or other business opportunities), however caused and on any theory of liability. These limitations will apply notwithstanding any failure of essential purpose of any limited remedy. The parties agree that the foregoing limitations represent a reasonable allocation of risk under this Agreement.

16. Indemnification

(a) By Customer.

Customer shall indemnify, defend, and hold harmless Palazzo and its affiliates, and each of their respective officers, directors, consultants, contractors, agents, attorneys, and employees from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and the cost of enforcing any right to indemnification hereunder (collectively, “Losses”) arising out of or resulting from any third-party claim, suit, action, or proceeding (each, an “Action”) arising out of or resulting from: (i) Customer Information, including any claim that Customer Information infringes or violates the rights of any third party or applicable law; (ii) Customer’s publication or commercial use of Platform Outputs, including claims arising under fair housing, advertising, or consumer protection laws; (iii) Customer’s breach of its representations, warranties, or covenants under this Agreement; (iv) Customer’s unauthorized use of the Platform; or (v) Customer’s use of the Platform in violation of applicable law.

(b) By Palazzo.

Palazzo shall indemnify, defend, and hold harmless Customer and its officers, directors, and employees from and against all Losses resulting from any Action arising out of any claim that the Platform infringes or violates the intellectual property rights of any third party. If the Platform is or is likely to become the subject of such a claim, Palazzo may, at its option and expense: (i) modify or replace the Platform so it is non-infringing; (ii) procure the right for Customer to continue using it; or (iii) terminate the affected SOW and refund prepaid, unused subscription Fees. Palazzo will have no liability for an Action to the extent it arises out of or results from: (A) any breach of this Agreement by Customer; (B) any modification, alteration or addition made to the Platform by Customer, including any combination of the Platform with software, data, or materials not provided by Palazzo; (C) any Customer Information; or (D) Customer’s use or publication of Platform Outputs. This Section states Palazzo’s entire and sole liability with respect to third-party Actions.

The Party seeking indemnity (“Indemnified Party”) shall provide the other Party (“Indemnifying Party”) with prompt written notice of any claim; provided that failure to provide such notice shall not relieve the Indemnifying Party of its obligations except to the extent materially prejudiced thereby. The Indemnifying Party shall, at its sole expense, control the defense of such claim using counsel reasonably acceptable to the Indemnified Party, and the Indemnified Party shall reasonably cooperate at the Indemnifying Party’s expense. The Indemnifying Party may not settle any claim without the Indemnified Party’s prior written consent (not to be unreasonably withheld, conditioned, or delayed), unless such settlement consists solely of monetary damages payable by the Indemnifying Party. If the Indemnified Party reasonably determines that the Indemnifying Party is unable or unwilling to defend the Indemnified Party’s interests, the Indemnified Party may assume the defense at the Indemnifying Party’s sole expense.

17. Press Release; Publicity

Neither Party shall issue or release any announcement, statement, or press release relating to this Agreement without the express prior written consent of the other Party. Notwithstanding the foregoing, Palazzo may use Customer’s name and logo in Palazzo’s marketing materials, including on Palazzo’s website, solely to identify Customer as a customer of Palazzo. Customer may withdraw this consent at any time by providing written notice to Palazzo.

18. Notices

Any notice required or permitted under this Agreement will be effective if it is (i) in writing and sent by certified or registered mail, or insured courier, return receipt requested, to the appropriate Party at the address set forth in the SOW with the appropriate postage affixed; or (ii) sent via electronic mail to legal@palazzo.ai in the case of Palazzo and to the address or email provided in the SOW in the case of Customer. Either Party may change its address for receipt of notice by notice to the other Party in accordance with this Section. Notices are deemed given two (2) business days following the date of mailing, one (1) business day following delivery to a courier, or on the same day an electronic mail is sent.

19. Third-Party Interactions

Customer’s use of any third-party products, packages or services that are not provided by Palazzo which link to the Platform, or which are enabled in conjunction with the Platform (“Third-Party Interactions”), shall be at Customer’s choice and sole discretion. To the extent Customer decides to use Third-Party Interactions, Customer’s access and use of such Third-Party Interactions shall be governed solely by the terms and conditions of such Third-Party Interactions as between Customer and the third party. In the event Customer enables, installs, connects, or provides access to any Third-Party Interactions for use with the Platform, Customer (i) permits the transmission of Customer Information to such Third-Party Interactions at Customer’s direction; (ii) permits such Third-Party Interactions to access the Customer Information at Customer’s direction; and (iii) will provide notice to Palazzo of any transmission of Customer Information and of the identity of such third party (unless notice is provided in connection with an API call). Palazzo does not license, support, control, endorse or otherwise make any representations or warranties regarding any Third-Party Interactions, notwithstanding that Palazzo may have identified such Third-Party Interaction or that Customer has directed Palazzo to implement or configure such Third-Party Interactions on Customer’s behalf.

20. Miscellaneous

This Agreement will be governed by and construed under the laws of the State of Delaware without reference to its conflict of laws principles. All disputes arising out of or related to this Agreement will be subject to the exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware, and the Parties agree to waive all rights to challenge the foregoing. This Agreement binds and is for the benefit of the successors and permitted assigns of each Party. Neither Party may assign this Agreement or any rights under it, in whole or in part, without the other Party’s prior written consent; provided that either Party may assign this Agreement without prior written consent to a successor in connection with a merger, acquisition, reorganization, consolidation, or sale of all or substantially all of its assets or the business to which this Agreement relates. Any attempted assignment other than as permitted above will be void. Customer shall not access, use, or make the Platform available in any country or region subject to comprehensive sanctions administered by the U.S. Treasury Department’s Office of Foreign Assets Control, or to any person or entity on any applicable U.S. government restricted party list. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, the remaining provisions will remain in full force and effect. Neither Party will be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) to the extent such failure or delay results from circumstances beyond the affected Party’s reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, flood, epidemic, pandemic, telecommunications failures, cyber-attacks, power outages, or infrastructure failures (each, a “Force Majeure Event”). The affected Party shall provide prompt written notice of the Force Majeure Event and use commercially reasonable efforts to mitigate its effects. If a Force Majeure Event continues for more than thirty (30) consecutive days, either Party may terminate this Agreement upon written notice. This Agreement, including the MSA and all related SOW(s), embodies the entire agreement between the Parties with respect to the subject matter set forth herein and supersedes any previous or contemporaneous communications. The terms of any Customer-generated purchase order or any terms presented in connection with any vendor management tool will be void and shall have no legal effect. Palazzo may amend this Agreement from time to time by posting an amended version at its website and sending Customer written notice thereof. Such amendment will be deemed accepted by Customer and become effective thirty (30) days after such notice (the “Proposed Amendment Date”), unless Customer first gives Palazzo written notice of objection to the amendment. In case of such objection, this Agreement will continue under the provisions in effect prior to the amendment, and the amendment will become effective at the start of Customer’s next renewal following the Proposed Amendment Date (unless Customer provides notice of non-renewal). Customer’s continued use of the Platform following the effective date of an amendment will confirm Customer’s consent thereto. This Agreement may not otherwise be modified or amended except by a writing signed by both Parties. All waivers made under this Agreement must be made in writing by the Party making the waiver.