Client Referral Agreement

All Partners and Affiliates are required to accept the legally binding responsibilities and obligations in the Maya Mobile Terms of Service, including without limitation those provisions contained in this Client Referral Agreement (the “Agreement”), which Agreement shall be considered a Supplemental Program Agenda with the definition given in the Maya Mobile Master Service Agreement (“MSA”).

All capitalized terms not expressly defined in this Agreement shall have the meaning found in the MSA.

Basic Terms 

This Agreement is a legally binding agreement between you and Maya Virtual, Inc. (“Maya Mobile,” “Maya Virtual,” "we," "us," or "our") to which, as conditions precedent to offering you, or the person or entity you represent (“you,” or “your”), any Service, you expressly affirm the accuracy of each of the following statements: 

1. You are lawfully able to enter into contracts in both the United States of America and the jurisdiction in which you presently reside;
2. You are authorized to enter into this MSA on your behalf or on behalf of the person or entity you represent; 
3. You consent to the application of the laws of the State of Delaware, United States of America (“US”) and its sole jurisdiction therein;
4. You shall be responsible for ensuring the accuracy of your contact and billing addresses, as indicated in your Account, at all times;
5. You authorize us to appoint our affiliates, subprocessors, and third party service providers to provide ordinary and necessary data processing services related to the Services;
6. You consent to resolve all Disputes arising from or related to the Services in accordance to the Terms of Service and in your individual capacity; 
7. You consent to and shall abide by the Terms of Service at all times. 

For your convenience, certain terms used in this MSA are defined in Section 27, or as otherwise first indicated. This MSA shall replace any previously applicable agreements as of the Effective Date.

Specific Terms 

1. Applicability of this Agreement. This Agreement provides the general terms, conditions, and the framework within which you and your Representatives may refer Clients to Maya Mobile.
2. Client Referral.
   1. License. Maya Mobile grants to Partner a limited, non-exclusive, non-transferable, non-sublicensable, revocable, world-wide license to market the Services, promote Maya Mobile, and refer prospective Clients to Maya Mobile only as expressly permitted in this Agreement. Nothing in this Agreement limits or restricts Maya Mobile from granting to other parties such same or similar rights. Except as otherwise permitted in this Agreement or by Maya Mobile in writing, Partner will not authorize or appoint any third party (including dealers, agents, representatives, or subcontractors) to market or resell the Services, promote Maya Mobile, or refer prospective consumers to Maya Mobile.
   2. Systems. Maya Mobile will provide the Partner with limited access to an API and internal systems of Maya Mobile for the sole purpose of marketing Maya Mobile’s products and services. API access will be limited to the Partner's web applications or domains approved by Maya Mobile. API will be used in a reasonable manner, with requests limited to a minimum by the Partner's applications. Partner will not make public or make known to any outside party any part of the API or internal systems which are deemed confidential or otherwise not publicly accessible or documented.
   3. Referral Links. Partner will be provided URL parameters to tag referrals to Maya Mobile originated by the Partner (“Referral Links”). Referral Links are subject to following terms:
   1. Affiliate program uses First Click attribution model. This means, for example, if a customer discovers Maya Mobile first by clicking a search advertisement published by Maya Mobile, then later researches Maya Mobile and clicks a Partner's link on another website, the purchase will not be attributed to the Partner. Maya Mobile may determine at its sole and arbitrary discretion which party will be eligible for commissions in each case. In making such determination, Maya Mobile will consider the extent of each referring party’s contribution in the prospective consumer actually becoming a client of Maya Mobile.
   2. It is prohibited to attempt to “steal,” override, rewrite or otherwise attempt to change the natural attribution of visitors incoming to Maya Mobile. This includes, but is not limited to, placement of Google search results for Maya Mobile branded terms, redirecting search results for Maya Mobile web pages, and influencing Google in such a way that natural links to Maya Mobile will be attributed to the partner.
   3. Partner will not attempt to modify, displace, or otherwise affect Maya Mobile's links in Google search results. 
   4. Maya Mobile reserves the right to redirect or restrict partner attributions for URLs/referrals that do not comply with this policy. 
   4. Good Faith. Partner will use its good faith best efforts in a commercially reasonable manner to market the Services, promote Maya Mobile, and refer prospective Client to Maya Mobile.
   5. Marketing Materials. Maya Mobile may from time to time provide to Partner promotional materials in connection with the Services and Partner may use such promotional materials, in accordance with this Agreement, to market the Services and promote Maya Mobile to prospective Clients or other third parties. Partner may, at its own expense, use its own marketing materials to promote the Services provided that such materials have been pre-approved in writing by Maya Mobile in each instance and comply with this Agreement and all applicable laws.
   6. Marketing Non-Compete. Partner will not attempt to circumvent or compete with existing Maya Mobile ad campaigns on Google or other advertising platforms by advertising direct links to Maya Mobile which compete with Maya Mobile's own campaigns.
   7. Client Agreement. Partner acknowledges that each prospective Client must execute a Client Agreement with Maya Mobile before such prospective Client may be deemed a Client and be included in the calculation of Commissions payable to Partner.
   8. Client Orders. A Client Order will be deemed effective upon Maya Mobile’s acceptance of it (by attributing the Client Order to Partner in Maya Mobile’s records or by providing Partner with written confirmation of acceptance).
   9. Right of Refusal. Maya Mobile reserves the right, at its sole reasonable discretion, to refuse or reject any prospective Client, or Client Order, for reasons such as (a) the prospective Client having already been a client of Maya Mobile who was terminated by Maya Mobile for non-payment, abuse of services, or other breach of the Maya Mobile MSA, (b) Maya Mobile suspects the Client or Client Order to be fraudulent, or (c) Maya Mobile has reasonable justification to believe that the Client or Client Order will not comply with this Agreement or the MSA.
   10. Client Ownership & Non-Solicitation. All Clients, solely with respect to web hosting services provided by Maya Mobile, are the exclusive clients of Maya Mobile at all times and Partner will not make any claim, or take any action, to the contrary. For as long as any person remains a client of Maya Mobile, or otherwise a consumer of the Services, whether referred to Maya Mobile by Partner or otherwise, Partner will not, whether directly or indirectly or attempt to, entice away, solicit, or offer business opportunities to such person with respect to web hosting Services. For purposes of clarification, nothing in this section shall limit or restrict Partner’s ability to sell, market or offer any services to such Clients, other than telecommunications services.
   11. Publicity. All public communications pertaining to the relationship contemplated herein will require the prior written consent of the other Party as applicable, such consent not to be unreasonably withheld.
   12. Availability of Services. Maya Mobile may, at its sole discretion and in whole or in part, add to, modify, remove from, or change any particular product or service from the Services, including pricing, with or without prior notice to Partner.
   13. Maya Mobile MSA. Partner acknowledges that Clients will be bound by, and that the provision and any use of the Services will be subject at all times to, the Maya Mobile MSA (as amended from time to time) and, if domain name registration services are included in the Services, the latest version of the DNR Agreement. The effective version of the Maya Mobile MSA will be the latest version posted on Maya Mobile’s website at https://maya.net/msa or such other URL as designated by Maya Mobile.
3. Commissions. 
   1. Calculation & Basis. Maya Mobile will pay Commissions to Partner for Clients referred to Maya Mobile in accordance with the calculation mutually agreed between Maya Mobile and the Partner, which will be shown in the Partner’s Partner Dashboard. Commissions do not apply to and will not be paid on: (i) one-time fees or setup fees, (ii) any sales, use, or gross receipts tax imposed by any international, federal, state, municipal, or other governmental authority, (iii) amounts Maya Mobile credits or refunds to Client, or (iv) Services to be used or provided by Partner or Partner’s Affiliates. 
   2. Balance Calculation. Commissions will accrue in the Partner’s account payable balance after 30 days of the original referred sale, if the sale remains in good standing (not refunded, disputed, charged back, or subject to anti-fraud review). 
   3. Payments. On the first day of each month, Partner will be provided with a statement of account giving the available, accrued commission balance for payout. Maya Mobile will use its best effort to pay out statement balances to the Partner’s designated payment account within 5 business days of statement date.
   4. Payment Accounts. Maya Mobile provides payments via certain third-party payment providers, which may include PayPal, Wise, and similar payments service providers. Maya Mobile will not send payments via methods other than those made available in the Partner Dashboard. Partner will designate a verified payment account acceptable to Maya Mobile to receive payouts. Payment account is subject to verification by Maya Mobile. Partner may change payment account from time to time with written notice to Maya Mobile (email is sufficient), or by updating the account in the Partner Dashboard. 
   5. No Reversal. It is the Partner's responsibility to maintain a valid, verified payment account in good standing that is eligible to receive payments from Maya Mobile. Payments sent by Maya Mobile to a verified account will be deemed funded and complete. Maya Mobile will not seek to reverse or dispute payments on behalf of a Partner. 
   6. Fees. Partner will be responsible for all transfer fees, currency conversion, bank fees, and other fees associated with receiving payouts. 
   7. Taxes. The Commissions payable to Partner will be subject to all applicable taxes, unless Maya Mobile receives satisfactory proof of tax exemption. If Partner is a resident of the United States of America, then Partner must submit to Maya Mobile all information and documents reasonably requested by Maya Mobile, including an IRS Form W-9 Request for Tax Payer Identification Number and Certification as found at www.irs.gov/pub/irs-pdf/fw9.pdf; otherwise, Partner will be responsible for calculating, withholding, paying applicable taxes on payments received by Maya Mobile. 
   8. Restrictions. Maya Mobile will not send payments to any individual or entity, or to any nation or geographic location prohibited by the United States, including but not limited to: Venezuela, Yemen, Syria, and other locations that may be designated from time to time.
   9. Other Exclusions. Commissions will not be applicable to, and Maya Mobile will not be obligated to pay Commissions for, any Client or third party who:
   1. cancels, or has cancelled against the Client, any Client Order before all the conditions for Commission payments in this Agreement have been fully satisfied;
   2. is already a Client of Maya Mobile as demonstrated by documentation maintained by Maya Mobile in the ordinary course of its business;
   3. has already been referred to Maya Mobile in the past as demonstrated by documentation maintained by Maya Mobile in the ordinary course of its business; or 
   4. does not submit a Client Order, or does not purchase Services, from Maya Mobile within 30 days of being referred to Maya Mobile by Partner. 
   10. Nature of Payments & Non-Transferability. Nothing in this Agreement shall imply the creation of a specific monetary account or balance held by Maya Mobile in the interest of the Partner. Any payments made by Maya Mobile to the Partner shall be fees for the performance of services, calculated in accordance with the terms of this Agreement. Commissions will be paid solely to the Partner and may not be transferred to, assigned to, or redeemed by any other individual, business, or in any form of value except as defined in this Agreement.
4. Intellectual Property. 
   1. License to Use. Strictly for the purposes of performing under this Agreement, the Parties grant to each other the non-exclusive, royalty-free, non-sublicensable, revocable world-wide license to use each other’s trademarks and promotional materials as permitted by the Party owning such trademarks and promotional materials. Neither Party will, at any time during or after the expiration or termination of this Agreement, assert or claim any interest in, or do anything that may adversely affect the validity of, the Intellectual Property of the other Party (including registering or attempting to register any trademark of the other Party or a mark confusingly similar thereto). Each Party will at all times retain sole and exclusive right, title and ownership in and to all of its own Intellectual Property. Any Intellectual Property licensed to the other Party under this Agreement, or during the course thereof, will cease immediately upon the termination of this Agreement. Each Party’s use of the Intellectual Property license granted herein, and any goodwill arising from such use, will inure to the sole benefit of the Party owning the respective Intellectual Property.
5. Representations, Warranties and Other Covenants.
   1. Partner. Partner represents, warrants, and covenants all of the following:
   1. Partner will not market the Services, promote Maya Mobile, or refer Clients to Maya Mobile in a manner that is, or could reasonably be deemed to be, misrepresentative, misleading, false, fraudulent, illegal, disreputable to Maya Mobile, objectionable to Maya Mobile, or otherwise a breach of this Agreement.
   2. Partner will not assume or create any obligation on behalf of Maya Mobile except as expressly agreed by Maya Mobile in writing signed by an authorized officer of Maya Mobile.
   3. This Agreement is valid, binding, and enforceable against Partner in accordance with the terms herein and no provision requiring Partner’s performance is in conflict with its obligations under any other agreement.
   4. If Partner is a corporate entity, Partner is duly organized, authorized and in good standing under the laws of the jurisdiction of Partner’s organization and duly authorized to do business in all other jurisdictions in which its business makes such authorization necessary or required. 
   5. With respect to the performance of Partner’s obligations hereunder, Partner will comply with all applicable laws, rules and regulations, including GDPR 
6. Limitation of Liability. 
   1. Scope. Under no circumstances will either Party be liable to the other Party for any consequential, indirect, special, general, incidental, reliance, exemplary, or punitive damages arising out of or relating to this Agreement, whether foreseeable or not, and whether based on breach of any express or implied warranty, breach of contract, misrepresentation, negligence, strict liability in tort, or other cause of action (including damages for loss of data, goodwill, reputation, business, money, profits, or opportunity), even if such Party has been advised of the possibility of such damages. 
   2. No Liability for Commissions. Maya Mobile will in no case be liable for any any damage or claim arising out of, related to, directly or indirectly, Partner’s commissions and payouts.
   3. Amount. Except for damages arising out of a Party’s fraud, gross negligence or willful misconduct, neither Party’s aggregate liability to the other Party arising out of or relating to this Agreement will exceed the aggregate amount of Commissions paid hereunder during the 3 calendar months, or 12 calendar months in the case of infringement of third party intellectual rights, immediately preceding the event giving rise to the liability, regardless of the cause of action. 
   4. Limitation Period. Notwithstanding any lengthier limitation period prescribed by law or otherwise, no claim, demand, action, or proceeding relating to this Agreement will be made by a Party against the other Party after 1 year (12 months) from the time the event or cause of action comprising the basis of such claim first occurred.
7. Indemnification. 
   1. Mutual. Each Party (the “Indemnifying Party”) shall defend, indemnify, and hold the other Party (the “Indemnified Party”)  harmless (collectively “Indemnify”) arising from any loss, lawsuit, liability, damage, cost, and expense, including reasonable attorneys' fees (collectively “Indemnifiable Loss”) for any Dispute related to (i) reckless or intentional misconduct of the Indemnifying Party in connection with the Terms of Service; (ii) the Indemnified Party’s authorized use of the Indemnifying Party’s Intellectual Property except in the instance of a third party Dispute against the Indemnifying Party’s infringement of an Intellectual Property Right; (iii) any Breach or Default in the performance of the obligations of Indemnifying Party hereunder, including without limitation any breach of warranty. 
   2. Specific to You. You shall Indemnify Maya Mobile from any Indemnifiable Loss for any Dispute arising from or related to: (i) your sale, resale, or referral of any Service; (ii) damage to property or injury caused by any Covered User Processing of Data in a manner that is inconsistent with the Terms of Service; (iii) any Covered User’s use of any Service in a manner that is inconsistent with the Terms of Service; (iv) your infringement of any third party Intellectual Property relating to Intellectual Property that you allow Maya Mobile to display, disclose, publish, or otherwise use; (v) your failure to provide Notice to Maya Mobile regarding the use of Maya Mobile Services for non-business purposes; and (vi) your failure to provide Notice to Maya Mobile regarding the use of the Services in jurisdictions outside of the United States of America. 
   3. Specific to Maya Mobile. Maya Mobile shall Indemnify you from any Indemnifiable Loss for any Dispute arising from or related to (i) damage to property or injury caused by any Covered User Processing Covered User Data in a manner that is consistent with the Terms of Service; and (ii) Maya Mobile’s infringement of any third party Intellectual Property relating to the Services.  
   4. Procedures. As a condition precedent of each Indemnifying Party’s obligations, the Indemnified Party (i) must promptly provide Notice to the Indemnifying Party of any Dispute arising out of or relating to an Indemnifiable Loss; (ii) cooperate fully in the defense and/or settlement of any Dispute; and (iii) upon request by the Maya Mobile, grant the Maya Mobile full control of the defense of any applicable Dispute directly related to a Maya Mobile Service. Neither Party shall be permitted to consent to any judgment, settlement, or adverse action without the consent of the other Party, which consent shall not be unreasonably withheld. 
8. Dispute Resolution. 
   1. Generally. The Parties will attempt in good faith to resolve all Disputes arising out of or relating to the Services and/or the Terms of Service. Unless otherwise required by applicable law without the possibility of contractual waiver or limitation, (i) neither Party will bring a Dispute arising out of or related to the Services and/or the Terms of Services more than two years after the cause of action arose, and (ii) after such time limit, any such legal action and all respective rights related to any such action immediately lapse. 
   2. Mandatory Arbitration Disclosure and Procedures. ALL COVERED USERS SHALL BE REQUIRED TO BRING ANY DISPUTE AGAINST MAYA MOBILE IN ACCORDANCE TO THE DISPUTE RESOLUTION PROVISIONS OF THIS MSA, INCLUDING WITHOUT LIMITATION, THE ARBITRATION PROCEDURES AS FOLLOWS:  
      1. All Disputes arising from or related to the Services and/or the Terms of Service shall be governed by the laws of the State of Delaware, United States of America, excluding Delaware’s conflicts of laws rules.
      2. The Parties will attempt in good faith to settle any Dispute within thirty (30) calendar days after the Dispute arises. If the Dispute is not resolved within thirty (30) calendar days, such Dispute shall be resolved by arbitration (each an “Arbitration Proceeding”) by the American Arbitration Association’s International Centre for Dispute Resolution in accordance with its Expedited Commercial Rules in force as of the date of this MSA (“Arbitration Rules”).
      3. Each Arbitration Proceeding shall be conducted (i) by a mutually selected arbitrator, (ii) in the English language, and in (iii) Kent County, Delaware, United States of America. Each Arbitration Proceeding shall be deemed Confidential Information, including without limitation, (i) the existence of, (ii) any Data disclosed during, and (iii) any communications or documents related to, the Arbitration Proceeding. 
      4. The Parties shall pay all fees and expenses arising from each Arbitration Proceeding in accordance with the Arbitration Rules (collectively “Arbitration Costs”). The arbitrator in each Arbitration Proceeding shall determine the non-prevailing party’s obligation to reimburse the amount paid by the prevailing party for the Arbitration Costs, provided that each Party shall be responsible for such Party’s own lawyers’ and experts’ fees and expenses, regardless of the arbitrator’s final decision regarding the Dispute. 
      5. Either Party may apply or domesticate to any court of competent jurisdiction located in Kent County, Delaware, United States of America, for injunctive relief necessary to protect a Party’s rights pending resolution of the applicable Arbitration Proceeding. 
      6. The arbitral award will be final and binding on the Parties and its execution may be presented in any competent court, including any court with jurisdiction over either Party or any of such Party’s property.
   3. Class Action Waiver. ALL COVERED USERS SHALL BE REQUIRED TO BRING ANY DISPUTE AGAINST MAYA MOBILE IN EACH SUCH COVERED USER’S INDIVIDUAL CAPACITY AND SHALL NOT BRING ANY DISPUTE AGAINST MAYA MOBILE AS A MEMBER OF ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, MULTIPLE PLAINTIFF, OR SIMILAR PROCEEDING (COLLECTIVELY “CLASS ACTION”). ANY CLAIM THAT ALL OR PART OF THIS CLASS ACTION WAIVER IS UNENFORCEABLE, UNCONSCIONABLE, VOID, OR VOIDABLE MAY BE DETERMINED ONLY BY A COURT OF COMPETENT JURISDICTION AND NOT BY AN ARBITRATOR. TO THE FULLEST EXTENT PERMITTED BY LAW, ALL COVERED USERS EXPRESSLY AND IRREVOCABLY WAIVES ANY ABILITY TO MAINTAIN ANY CLASS ACTION IN ANY FORUM IN CONNECTION WITH ANY DISPUTE ARISING FROM THE TERMS OF SERVICE. 
   4. Jury Trial Waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, THE ALL COVERED USERS EXPRESSLY AND IRREVOCABLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL FOR ANY DISPUTE ARISING FROM THE TERMS OF SERVICE. 
9. Confidential Information. Each Party shall only use the other party’s Confidential Information in connection with Maya Mobile’s provision of the Services to you or your use of the Services in accordance with the Terms of Service.  The recipient of Confidential Information not disclose the disclosing Party’s Confidential Information to any third party unless such third party is providing services or functions in support of a Party’s exercise of its rights or performance of its obligations hereunder and is bound in writing by confidentiality and limited use restrictions substantially similar to those required hereunder or otherwise commercially reasonable and sufficient to obtain a substantially similar level of protection. The limitations on disclosure or use of Confidential Information shall not apply to information which: (i) is rightfully obtained by the recipient without breach of any confidentiality obligation; (ii) is or becomes known to the public through no act or omission of the recipient; (iii) the recipient obtains independently without using Confidential Information of the other Party; or (iv) is disclosed in response to a valid court or governmental order (such as a subpoena). 
10. Term and Termination. 
    1. Continuation. This Agreement shall commence on the Effective Date and continue until this Agreement is terminated in accordance with the provisions herein.
    2. Termination. Either Party may terminate this MSA upon thirty (30) days written notice (email is sufficient).
    3. Effect of Termination.  Upon termination of this MSA, all rights and obligations under the Terms of Service shall automatically terminate except as otherwise provided in the Terms of Service. 
       1. Data. You shall return all of Maya Mobile’s proprietary materials, Confidential Information, and other property, and immediately cease all access and use of the Service. Upon termination, Maya Mobile may, without obligation to do so and unless otherwise required by applicable law, delete the  Covered User Data in its entirety without liability. Maya Mobile may maintain a copy of the Covered User Data in accordance with Maya Mobile’s then-current data retention practices and as otherwise expressly authorized hereunder. The provisions of the Terms of Service which relate to confidentiality, intellectual property ownership, indemnity, limitations of liability, disclaimers, and payment obligations, along with terms which expressly or by their nature should reasonably survive termination, shall survive expiration or termination hereof. 
       2. Marketing Activities. Each Party will promptly cease displaying, advertising, and using the Intellectual Property that is licensed from the other Party. Partner will immediately cease, and will cause all of its Affiliates, agents, employees, and representatives to cease, all activities related in any way to this Agreement.
    4. Effect of Suspension. In the event of a suspension of any Service in accordance with the provisions the Terms of Service, then with respect to the period of the suspension, you shall remain responsible for the payment of all Fees and Maya Mobile shall not be liable to you for any service credits or other remedies which otherwise would have been available under the Terms of Service. 
11. Cooperation; Audit Rights. You shall cooperate with Maya Mobile’s investigation of any suspected violation of the Terms of Service. Without obligation to do so, Maya Mobile shall have the right to audit Covered User’s use of the Services from time to time.
12. Independent Contractor Relationship; No Third Party Beneficiaries. The Parties are independent contractors and nothing contained in the Terms of Service shall be construed to create an association, trust, partnership, agency, or joint venture between the parties.  The Terms of Service do not and are not intended to confer any rights or remedies, express or implied, upon any person other than the Parties hereto. Nothing in the Terms of Service shall be interpreted or construed as creating or establishing any employment or agency relationship between you and Maya Mobile.  The Parties acknowledge and agree that you are not an employee of Maya Mobile for any purpose, including without limitation, (i) state, federal or international taxes, (ii) workers’ compensation, social security, group insurance, retirement, or other contributing benefits, and (iii) sick leave or vacation pay customarily provided by an employer with respect to an employee. Each Party shall bear full and sole responsibility for its own expenses, liabilities, and costs of operation. Neither Party will have the authority to, and will not purport to, enter into any contract on behalf of the other Party, or commit it to any obligation.
13. Assignment. You may not assign or transfer any part of this MSA without the prior written consent of Maya Mobile. Maya Mobile may assign the Terms of Service to a Representative or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or a controlling interest in its ownership. 
14. Force Majeure. Maya Mobile and our Representatives shall not be liable for any failure to perform any obligation under the Terms of Service in instances where such failure arising from or is related to any cause beyond its reasonable control, 
15. Trade Restrictions.  You shall not transfer, import, export, sell, resell, use, or otherwise use, permit, or facilitate any other party’s use of the Services in any manner which would cause any Covered User or Maya Mobile to breach any applicable US trade control laws, orders, or regulations. In addition, you shall not, directly or indirectly export or re-export the Services: (i) to any country to which the is subject to US embargo (including, for these purposes, any national or resident of any such country); or (ii) to anyone on the US Treasury Department’s List of Specially Designated Nationals and Blocked Persons, List of Specially Designated Terrorists, List of Specially Designated Narcotics Traffickers, or the US Department of Commerce Bureau of Industry and Security Denied Persons List.
16. Governing Law and Jurisdiction.   The laws of the State of Delaware shall govern the interpretation and enforcement of this MSA and any dispute arising out of or related hereto, without regard to its conflict of laws principles.  The parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in Kent County, Delaware with respect to any Dispute arising out of or relating to the Terms of Service. 
17. Government Customers. In instances of the Services being provided to a US governmental entity in its governmental capacity, including any related technical data or accompanying documentation, the Services shall be considered “commercial items” and “technical data” as defined in 48 C.F.R. §2.101 with the same restrictions, limitations, and rights which are set forth in this MSA. If any Covered User uses the Services on behalf of a governmental entity and any or all of this MSA fails to meet that government’s needs or is inconsistent in any respect with law, the Covered Users, as applicable, shall immediately discontinue use of the Services.   
18. Disclosure to Law Enforcement or Judicial Proceedings. You agree that Maya Mobile may disclose any or all Covered User Data to any court or law enforcement agency or authority that issues a valid court order or subpoena without seeking your consent or notification.  Maya Mobile may charge you, and you shall reimburse Maya Mobile, for excessive costs incurred by Maya Mobile in complying with such order or subpoena, including costs of attorneys for time spent retrieving, reviewing, and preparing responsive documents.
19. Waiver. The failure of any Party in any one or more instances to insist upon strict performance of any terms or provisions of this MSA, or any DPA, SLA, SPA, SUP, and Service Order effectuated hereunder, or to exercise any option or remedy which is conferred in the Terms of Service, shall not be construed as a waiver, or relinquishment to any extent of the right to assert or rely upon any such terms, provisions, options, or remedies on any future occasion. No waiver by either Party hereunder shall be effective unless agreed to pursuant to a writing signed by a duly authorized representative of the Party granting the waiver.
20. Severability. Each provision of this MSA and of any DPA, NDA, SLA, SPA, SUP, or Service Order effectuated hereunder, shall be considered separable; and if, for any reason, any provision of the Terms of Service is determined by a court of competent jurisdiction to be in violation of any statute, regulation, rule, order or decree of any governmental authority, such determination shall not affect the enforceability of the remainder of the Terms of Service or the validity, lawfulness, or enforceability of such provision in any other jurisdiction. If any court of competent jurisdiction shall deem any provision of the Terms of Service too restrictive, the other provisions of the Terms of Service shall stand, and the court shall modify the provisions at issue to the point of greatest restriction permissible by applicable law.
21. Construction. If an ambiguity or question of intent or interpretation arises, the Terms of Service shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of its authorship of any of the provisions of the Terms of Service. Words used in the Terms of Service in the singular, where the context so permits, shall be deemed to include the plural and vice versa. The definitions of words in the singular in the Terms of Service shall apply to such words when used in the plural where the context so permits and vice versa. 
22. Entire Agreement. This MSA, and DPA, NDA, SLA, SPAs, SUPs, and Service Orders effectuated hereunder represents the entire agreement between you and Maya Mobile with respect to the Services and supersedes all prior oral and written understandings, communications, or agreements between you and Maya Mobile regarding that subject matter. No amendment to or modification of this MSA will be valid or binding unless it is in writing and executed by authorized representatives of both Parties. 
23. Definitions.  Various capitalized terms which are used throughout this MSA are defined in the section in which they are first used or as follows:
    
    • “Partner or Affiliate” You, an individual or a business wishing to refer customers to Maya Mobile.
    • “Client” means a third party who purchases the Services after being referred to Maya Mobile by Partner in accordance with this Agreement.
    • “Client Agreement” means the written agreement (hard copy or online click-through) between Maya Mobile and Clients governing Client Orders and provision of the Services, in most cases the Master Service Agreement (“MSA”). 
    • “Client Order” means an order for Services submitted to Maya Mobile by a Client through Maya Mobile’s order form.
    • “Commission” means the money amount which is payable to Partner, subject to the conditions stated in this Agreement, for referring third parties to Maya Mobile resulting in such third parties becoming Clients. 
    • “Partner Dashboard” means the online software provided by Maya Mobile for the Partner to view certain referral data, account statements, and other information. 
    • “Payout” means any payment of Commissions by Maya Mobile to the Partner. 
    • “Confidential Information” includes any and all information or data of a Party that is disclosed to the other Party, either directly or indirectly, whether in writing, verbally, or by visual means, and which is either marked as confidential or the nature of the information makes it generally considered confidential, which information includes information that relates to a Party’s (a) trade secrets, know-how, or other Intellectual Property, (b) finance or accounting, (c) technology, research, or development, (d) internal processes or procedures, (e) algorithms, digital data, or designs, (f) business, operations, or planning thereof, (g) sales or marketing strategies, or (h) business agreements, including the terms, discussions, negotiations, or proposals related thereto, including this Agreement. 
    • “Force Majeure” means circumstances beyond a Party’s reasonable control including natural disasters and other “acts of God”, fire and other destruction, sabotage, terrorism, war, insurrection, embargo and other acts of any governmental body, or strikes and other labor disturbances.  
    • “MSA” means Maya Mobile’s online Master Services Agreement, as amended from time to time, as posted at https://maya.net/msa or such other URL as designated by Maya Mobile. 
    • “Intellectual Property” means all rights, title, interest and benefit of a Party hereto in and to intellectual property of every nature, whether registered or unregistered, including all copyrights, patents, trademarks, certification marks and industrial designs, applications for any of the foregoing, trade names, brand names, business names, trade secrets, proprietary information, know-how, instruction manuals, inventions, inventor’s notes, research data, blue prints, drawings and designs, formulae, calculations, processes, prototypes, source codes, digital files, technology and marketing rights, together with all rights under license agreements, sublicense agreements, strategic alliances, development agreements, technology transfer agreements and other agreements or instruments relating to any of the foregoing, which are owned by a Party hereto.
    • "Maya Mobile" shall mean (i) Maya Virtual, Inc.
    • “Party” means either Maya Mobile or Partner individually and “Parties” means both of them collectively.
    • “Referral Links” means the unique URL parameters provided by Maya Mobile to the Partner for the purpose of identifying the Partner's referred visitors to maya.net. 
    • “Services” means the products and services, including third party products, which Maya Mobile provides to its consumers (including Clients).