Last Updated as of: May 27, 2025
This Subscription Agreement (the “Agreement”) is effective as of the Effective Date and is by and between Storewise Inc. dba Ladle, a Delaware corporation (“Vendor”) and the Person that is executing this Agreement as identified in the Order (“Customer”).
WHEREAS, Vendor is a Software-as-a-Service solution provider that has developed technology solutions designed to empower foodservice and retail operators to enhance efficiency, ensure compliance, and drive profitability; and
WHEREAS, Customer desires to subscribe to certain Vendor solutions and Vendor desires to provide access to such solutions pursuant to the terms and conditions of this Agreement.
NOW THEREFORE, in consideration of the mutual agreements and covenants hereafter set forth, the parties agree as follows:
1. Definitions.
1.1 “Access Credentials” means any user name, identification number, password, license or security key, security token, PIN, or other security code, method, technology, or device, used alone or in combination, to verify an individual’s identity and authorization to access and use the Services.
1.2 “Action” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity, or otherwise.
1.3 “Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person.
1.4 “Authorized Users” means Customer’s employees who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement.
1.5 “ComplianceMate Services” means the proprietary software-as-a-service solution(s) offered by Vendor that provides customers with (i) user functionality with respect to food temperature monitoring and a food compliance checklist; (ii) operational checklists for restaurants both at the corporate and franchise level; and (iii) all other user functionality for food safety monitoring as may hereafter be incorporated into the ComplianceMate Services.
1.6 “Customer Data” means information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly, from Customer or an Authorized User by or through the Services. For the avoidance of doubt, Customer Data does not include Resultant Data or any other information reflecting the access or use of the Services by or on behalf of Customer or any Authorized User.
1.7 “Customer Systems” means the information technology infrastructure used by Customer in accessing or using the Services, including all computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party services. For clarity, Customer Systems exclude Vendor Materials.
1.8 “Documentation” means any manuals, instructions, or other documents or materials that the Vendor provides or makes available to Customer in any form or medium and which describe the functionality, components, features, or requirements of the Services or Vendor Materials, including any aspect of the installation, configuration, integration, operation, use, support, or maintenance thereof.
1.9 “Effective Date” means the “Order Date” set forth in the first Order entered into between the parties.
1.10 “Harmful Code” means any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system, or network; or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data processed thereby; or (b) prevent Customer or any Authorized User from accessing or using the Services or Vendor Systems as intended by this Agreement. Harmful Code does not include any Vendor Disabling Device.
1.11 “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
1.12 “Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.
1.13 “Losses” means any and all losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.
1.14 “MeazureUp Services” means the proprietary software-as-a-service quality assurance solution offered by Vendor to enable foodservice, restaurant and grocery operators to (i) ensure operational efficiency and compliance through its digital site audit functionality and (ii) to create operational checklists for restaurants both at the corporate and franchise level.
1.15 “Order” means an order for a subscription to the Service entered into by the parties.
1.16 “Order Date” with respect to each Order, means the “Order Date” set forth on such Order.
1.17 “Person” means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other entity.
1.18 “Representatives” means, with respect to a party, that party’s and its Affiliates’ employees, officers, directors, consultants, agents, independent contractors, service providers, sublicensees, subcontractors, and legal advisors.
1.19 “Resultant Data” means data and information related to Customer’s use of the Services that is used by Vendor in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
1.20 “Services” means the proprietary software-as-a-service solutions offered by Vendor, including Storewise Services, MeazureUp Services and ComplianceMate Services as identified in an Order.
1.21 “Storewise Services” means the proprietary software-as-a-service solution(s) offered by Vendor that delivers automation and data-driven insights to help grocers and convenience store operators optimize pricing, increase profit margins, and streamline store operations by providing scalable solutions to help standardize operational process, improve accountability and, drive increased performance.
1.22 “Specifications” means any specifications for the Services set forth in the Documentation.
1.23 “Subscription Term” means the term period set forth in the applicable Order during which Customer has the right to access and use the Services identified in such Order.
1.24 “Third-Party Materials” means materials and information, in any form or medium, including any open-source or other software, documents, data, content, specifications, products, equipment, or components of or relating to the Services that are not proprietary to Vendor.
1.25 “Updates” are Vendor’s releases (including patches and hotfixes) of the Services applied by Vendor at no additional fee during the Subscription Term that provide problem fixes, but do not generally include new functionality, and are released as needed.
1.26 “Upgrades” are Vendor’s releases of the Services for enhancements or new features applied by Vendor at an additional fee during the Subscription Term.
1.27 “Vendor Disabling Device” means any software, hardware, or other technology, device, or means (including any back door, time bomb, time out, drop dead device, software routine, or other disabling device) used by Vendor or its designee to disable Customer’s or any Authorized User’s access to or use of the Services automatically with the passage of time or under the positive control of Vendor or its designee.
1.28 “Vendor Materials” means the Services, Specifications, Documentation, QR Code Stickers, and Vendor Systems and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided or used by Vendor or any Subcontractor in connection with the Services or otherwise comprise or relate to the Services or Vendor Systems. For the avoidance of doubt, Vendor Materials include Resultant Data and any information, data, or other content derived from Vendor’s monitoring of Customer’s access to or use of the Services, but do not include Customer Data.
1.29 “Vendor Systems” means the information technology infrastructure used by or on behalf of Vendor in performing the Services, including all computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Vendor or through the use of third-party services.
2. Services.
2.1 Access and Use. Subject to and conditioned on Customer’s and its Authorized Users’ compliance with the terms and conditions of this Agreement, Vendor hereby grants Customer a limited, non-exclusive, non-assignable, non-transferable right to access and use, and permit its Authorized Users to access and use, the Services during the Subscription Term, solely for its internal business purposes, in accordance with the terms and conditions herein. Vendor shall provide to Customer the applicable Access Credentials within a reasonable time following the applicable Order Date and/or during the Subscription Term. Customer’s use of the Services and Vendor’s use of Customer Data will be further subject to Data Processing Addendum set forth in Exhibit A attached hereto.
2.2 Documentation. Vendor hereby grants to Customer and its Authorized Users a non-exclusive, non-sublicensable, non-transferable license to use any Documentation during the Subscription Term solely for Customer’s internal business purposes in connection with its permitted use of the Services.
2.3 Service and System Control. Except as otherwise expressly provided in this Agreement, as between the parties:
2.3.1 Vendor has and will retain sole control over the operation, provision, maintenance, and management of the Vendor Materials; and
2.3.2 Customer has and will retain sole control over the operation, maintenance, and management of, and all access to and use of, the Customer Systems, and sole responsibility for all access to and use of the Vendor Materials by any Person by or through the Customer Systems or any other means controlled by Customer or any Authorized User, including any: (i) information, instructions, or materials provided by any of them to the Services or Vendor; (ii) results obtained from any use of the Services or Vendor Materials; and (iii) conclusions, decisions, or actions based on such use.
2.4 Reservation of Rights. Nothing in this Agreement grants any right, title, or interest in or to (including any license under) any Intellectual Property Rights in or relating to, the Services, Vendor Materials, or Third-Party Materials, whether expressly, by implication, estoppel, or otherwise. All right, title, and interest in and to the Services, the Vendor Materials, and the Third-Party Materials are and will remain with Vendor and the respective rights holders in the Third-Party Materials.
2.5 Changes and Updates. Vendor reserves the right, in its sole discretion, to make any changes to the Services and Vendor Materials that it deems necessary or useful. Vendor shall determine, in its sole discretion: (a) whether and when to develop, release, and apply any Update or Upgrade to the Services; and (b) whether a particular release is an Update, Upgrade, or new service offering that is available separately for purchase.
2.6 Initial Set-up. Vendor shall provide reasonable assistance to Customer in connection with the initial set-up and configuration of the Services. Such assistance may include the provisioning of user accounts, initial configuration of settings, and access to any applicable Documentation as necessary to enable Customer to begin use of the Services. Unless expressly stated otherwise in the Order, set-up services are limited to remote support and do not include on-site installation, customization, data migration or training. Any additional implementation services requested by Customer may be subject to a separate written agreement and additional fees.
2.7 Subcontractors. Vendor may from time to time in its discretion engage Affiliates or other third parties to perform or support the Services (each, a “Subcontractor”).
2.8 Suspension or Termination of Services. Vendor may, directly or indirectly, and by use of a Vendor Disabling Device or any other lawful means, suspend, terminate, or otherwise deny Customer’s, any Authorized User’s, or any other Person’s access to or use of all or any part of the Services or Vendor Materials, without incurring any resulting obligation or liability, if: (a) Vendor receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires Vendor to do so; or (b) Vendor believes, in its sole discretion, that: (i) Customer or any Authorized User has failed to comply with any term of this Agreement, or accessed or used the Services beyond the scope of the rights granted or for a purpose not authorized under this Agreement or in any manner that does not comply with any instruction or requirement of any Documentation or Specifications; (ii) Customer or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities; or (iii) this Agreement expires or is terminated. This Section 2.8 does not limit any of Vendor’s other rights or remedies, whether at law, in equity, or under this Agreement.
2.9 Reports. As part of use of the Services, Customer may have access to certain analytical and aggregated reports providing statistics around end customer purchasers of Customer’s products (the “Customer Reports”). The information contained in those Customer Reports will be as determined by Vendor.. Customer may only utilize the Customer Reports for its own internal business purposes.
2.10 Support. Vendor will use commercially reasonable efforts designed to maintain the availability of Services during the Term with minimal downtime, excluding scheduled maintenance and circumstances beyond the Vendor’s reasonable control. Additionally, for each Order, the Vendor will provide up to ten hours of no-fee support per month. If Support exceeds 10 hours in a month, support (including any technical support) may be subject to additional fee. Vendor will make commercially reasonable efforts to respond to (a) all critical requests within two business days; and (b) all non-critical requests within seven business days. For avoidance of doubt, the determination of whether a request is classified as critical or non-critical shall be made solely at the discretion of the Vendor.
2.11 Integration. As required by Vendor, Customer will support Vendor’s integration of the Service with certain third party service providers (the “Third Party Integrations”). Information regarding such integrations shall be further described on the Order or as otherwise provided by Vendor from time to time.
2.12 Data Retention. Vendor will provide on-line access to data through the Services for thirteen (13) months from when such data is uploaded on the Services and all data will be subject to removal from the Vendor Systems on a thirteen (13) month rolling basis, at Vendor’s sole discretion and without any notice to Customer. Notwithstanding anything to the contrary, with respect to AuditApp, a proprietary product within MeazureUp Services, Vendor will provide on-line access to data through the Services for thirty-six (36) months from when such data is uploaded on the Services and all data will be subject to removal from the Vendor Systems on a thirty-six (36) month rolling basis, at Vendor’s sole discretion and without any notice to Customer Such removed data will be stored by Vendor offline during the Term, and Vendor will provide a copy of such stored data on-CD ROM or electronically transmit the data to such repository as Customer shall designate that is compatible with Vendor’s data storage and transmission technology from time to time during the Term.
3. Use Restrictions. Customer shall not, and shall not permit any Authorized User or other Person to access or use the Services or Vendor Materials except as expressly permitted by this Agreement and, in the case of Third-Party Materials, the applicable third-party license Agreement. For purposes of clarity, and without limiting the generality of the foregoing, Customer shall not, and shall ensure that each Authorized User does not, except as this Agreement expressly permits:
3.1 copy, modify, or create derivative works or improvements of the Services or Vendor Materials;
3.2 rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Services or Vendor Materials to any Person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service;
3.3 reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Services or Vendor Materials, in whole or in part;
3.4 bypass or breach any security device or protection used by the Services or Vendor Materials or access or use the Services or Vendor Materials other than by an Authorized User;
3.5 input, upload, transmit, or otherwise provide to or through the Services or Vendor Systems, any information or materials that are unlawful or injurious, or contain, transmit, or activate any Harmful Code;
3.6 damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Services, Vendor Systems, or Vendor’s provision of services to any third party, in whole or in part;
3.7 remove, delete, alter, or obscure any trademarks, Specifications, Documentation, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any Services or Vendor Materials, including any copy thereof;
3.8 access or use the Services or Vendor Materials in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction, or disclosure of the data of any other Vendor customer), or that violates any applicable Law;
3.9 access or use the Services or Vendor Materials for purposes of competitive analysis of the Services or Vendor Materials, the development, provision, or use of a competing software service or product or any other purpose that is to the Vendor’s detriment or commercial disadvantage; or
3.10 otherwise access or use the Services or Vendor Materials beyond the scope of the authorization granted under this Section 3.
4. Customer Obligations.
4.1 Customer Systems and Cooperation. Customer shall at all times during the Term: (a) set up, maintain, and operate in good repair and in accordance with any Specifications all Customer Systems on or through which the Services are accessed or used; and (b) provide all cooperation and assistance as Vendor may reasonably request to enable Vendor to exercise its rights and perform its obligations under and in connection with this Agreement.
4.2 Effect of Customer Failure or Delay. Vendor is not responsible or liable for any delay or failure of performance caused in whole or in part by Customer’s delay in performing, or failure to perform, any of its obligations under this Agreement (each, a “Customer Failure”).
4.3 Corrective Action and Notice. If Customer becomes aware of any actual or threatened activity prohibited by Section 3, Customer shall, and shall cause its Authorized Users to, immediately: (a) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Services and Vendor Materials and permanently erasing from their systems and destroying any data to which any of them have gained unauthorized access); and (b) notify Vendor of any such actual or threatened activity.
4.4 Non-solicitation. During the Term and for two (2) years after, Customer shall not, and shall not assist any other person to, directly or indirectly recruit or solicit (other than by general advertisement not explicitly directed to any person or persons) for employment or engagement as an independent contractor any person then or within the prior twenty-four (24) months employed or engaged by Vendor. In the event of a violation of this Section 4.4, Vendor will be entitled to liquidated damages equal to the compensation paid by Vendor to the applicable employee or contractor during the prior twenty-four (24) months.
4.5 Customer Control and Responsibility. Customer has and will retain sole responsibility for: (a) all Customer Data, including its content and use; (b) all information, instructions, and materials provided by or on behalf of Customer or any Authorized User in connection with the Services; (c) Customer Systems; (d) the security and use of Customer’s and its Authorized Users’ Access Credentials; and (e) all access to and use of the Services and Vendor Materials directly or indirectly by or through the Customer Systems or its Authorized Users’ Access Credentials, with or without Customer’s knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use.
4.6 Access and Security. Customer shall employ all physical, administrative, and technical controls, screening, and security procedures and other safeguards necessary to: (a) securely administer the distribution and use of all Access Credentials and protect against any unauthorized access to or use of the Services; and (b) control the content and use of Customer Data, including the uploading or other provision of Customer Data for processing by the Services.
5. Fees and Payment.
5.1 Fees. Customer shall pay Vendor the fees set forth in each applicable Order (“Fees”) in accordance with this Section 5.
5.2 Taxes. Unless otherwise expressly stated in the Order, all Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Without limiting the foregoing, Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Vendor’s income.
5.3 Payment. Customer shall pay all Fees as set forth in the applicable Order. Unless otherwise expressly stated in the Order, Customer shall make all payments hereunder in US dollars. Customer shall make payments utilizing the payment method identified in the Order.
5.4 Suspension for Failure to Pay. If Customer fails to make any payment when due then, in addition to all other remedies that may be available at law, equity, or under this Agreement:
5.4.1 Customer shall bear interest at the rate of 1.5% per month or the maximum amount allowed under Law, whichever is less.
5.4.2 Customer shall reimburse Vendor for all costs incurred by Vendor in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and
5.4.3 Vendor may suspend performance of the Services until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to Customer or any other Person by reason of such suspension.
5.5 No Deductions or Setoffs. All amounts payable to Vendor under this Agreement shall be paid by Customer to Vendor in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable Law).
6. Intellectual Property.
6.1 Vendor Materials. All right, title, and interest in and to the Vendor Materials, including all Intellectual Property Rights therein, are and will remain with Vendor and, with respect to Third-Party Materials, the applicable third-party providers own all right, title, and interest, including all Intellectual Property Rights, in and to the Third-Party Materials. Customer has no right, license, or authorization with respect to any of the Vendor Materials except as expressly set forth in Section 2.1 or the applicable third-party license, in each case subject to Section 3. All other rights in and to the Vendor Materials are expressly reserved by Vendor. In furtherance of the foregoing, Customer hereby unconditionally and irrevocably grants to Vendor an assignment of all of Customer’s right, title, and interest in and to the Resultant Data, if any, including all Intellectual Property Rights relating thereto.
6.2 Customer Data. As between Customer and Vendor, Customer is and will remain the sole and exclusive owner of all right, title, and interest in and to all Customer Data, including all Intellectual Property Rights relating thereto, subject to the rights and permissions granted in Section 6.3.
6.3 Consent to Use Customer Data. Customer is responsible for compliance with all Laws applicable to Customer. If and to the extent required by law, as determined by Customer, Customer shall obtain the prior consent of each Authorized Users of the Services or any other applicable Person to the collection, use and disclosure of the Customer Data in compliance with all applicable Law. Customer hereby irrevocably grants all such rights and permissions in or relating to Customer Data as are necessary or useful to Vendor, its Subcontractors, and the Vendor Personnel to enforce this Agreement and exercise Vendor’s, its Subcontractor’s, and the Vendor Personnel’s rights and perform Vendor’s, its Subcontractors’, and the Vendor Personnel’s obligations hereunder.
6.4 Feedback. Customer may identify problems or suggest improvements or other changes to the Services (“Feedback“) in the performance of this Agreement. Customer hereby grants to Vendor the right to use the Feedback on a royalty-free, transferable, non-revocable and non-exclusive basis to develop, manufacture, make, have made, reproduce, have reproduced, modify, use, export/import, offer to sell and sell as part of the Services. The use of the Feedback will not impose any confidentiality or other obligations on Vendor relating to the Feedback.
7. Warranties; Disclaimer of Warranties.
7.1 Mutual Representations and Warranties. Each party represents and warrants to the other party that:
7.1.1 it is duly organized, validly existing, and in good standing as a corporation or other entity under the Laws of the jurisdiction of its incorporation or other organization;
7.1.2 it has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, consents, and authorizations it grants or is required to grant under this Agreement;
7.1.3 the execution of this Agreement by its representative whose signature is set forth at the end of this Agreement has been duly authorized by all necessary corporate or organizational action of such party; and
7.1.4 when executed and delivered by both parties, this Agreement will constitute the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms.
7.2 Additional Vendor Representations and Warranties. Vendor represents and warrants to Customer that Vendor will perform the Services in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services. Vendor’s sole responsibility and obligation for any breach or violation of this warranty, shall be, at Vendor’s sole option, to repair, replace or to refund to Customer the portion of the Fees received from Customer that is attributable to, any elements of the Services that Vendor reasonably determines to have a material defect.
7.3 Additional Customer Representations, Warranties, and Covenants. Customer represents, warrants, and covenants to Vendor that (i) Customer owns or otherwise has and will have the necessary rights and consents in and relating to the Customer Data so that, as received by Vendor and utilized in accordance with this Agreement, they do not and will not infringe, misappropriate, or otherwise violate any Intellectual Property Rights or privacy rights of any third party or violate any applicable Law; and (ii) Customer’s products and services will comply with all applicable Laws.
7.4 DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 7.1 AND 7.2, ALL SERVICES AND VENDOR MATERIALS ARE PROVIDED “AS IS.” VENDOR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, VENDOR MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR VENDOR MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.
8. Confidentiality.
8.1 Confidential Information. In connection with this Agreement each party (as the “Disclosing Party”) may disclose or make available Confidential Information to the other party (as the “Receiving Party”). Subject to Section 8.2, “Confidential Information” means information in any form or medium (whether oral, written, electronic, or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party’s technology, trade secrets, know-how, business operations, plans, strategies, customers, intellectual property, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, in each case whether or not marked, designated, or otherwise identified as “confidential. Without limiting the foregoing, all Vendor Materials are the Confidential Information of Vendor and the terms of this Agreement are the Confidential Information of Vendor.
8.2 Exclusions. Confidential Information does not include information that the Receiving Party can demonstrate by written or other documentary records: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information’s being disclosed or made available to the Receiving Party in connection with this Agreement; (b) was or becomes generally known by the public other than by the Receiving Party’s or any of its Representatives’ noncompliance with this Agreement; (c) was or is received by the Receiving Party on a non-confidential basis from a third party that was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.
8.3 Protection of Confidential Information. As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall for the duration of the Term and for a period of five (5) years after the expiration or termination of this Agreement:
8.3.1 not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement;
8.3.2 except as may be permitted by and subject to its compliance with Section 8.4, not disclose or permit access to Confidential Information other than to its Representatives who: (i) need to know such Confidential Information for purposes of the Receiving Party’s exercise of its rights or performance of its obligations under and in accordance with this Agreement; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party’s obligations under this Section 8.3; and (iii) are bound by confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section 8;
8.3.3 safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its own Confidential Information and in no event less than a reasonable degree of care;
8.3.4 promptly notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information and take all reasonable steps and cooperate with Disclosing Party to prevent further unauthorized use or disclosure; and
8.3.5 ensure its Representatives’ compliance with, and be responsible and liable for any of its Representatives’ non-compliance with, the terms of this Section 8.
Notwithstanding any other provisions of this Agreement, the Receiving Party’s obligations under this Section 8 with respect to any Confidential Information that constitutes a trade secret under any applicable Law will continue until such time, if ever, as such Confidential Information ceases to qualify for trade secret protection under one or more such applicable Laws other than as a result of any act or omission of the Receiving Party or any of its Representatives.
8.4 Compelled Disclosures. If the Receiving Party or any of its Representatives is compelled by applicable Law to disclose any Confidential Information then, to the extent permitted by applicable Law, the Receiving Party shall: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under Section 8.3; and (b) provide reasonable assistance to the Disclosing Party in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this Section 8.4, the Receiving Party remains required by Law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose and, on the Disclosing Party’s request, shall use commercially reasonable efforts to obtain assurances from the applicable court or other presiding authority that such Confidential Information will be afforded confidential treatment.
9. Indemnification.
9.1 Vendor Indemnification. Vendor shall indemnify, defend, and hold harmless Customer from and against any and all Losses incurred by Customer resulting from any Action by a third party (other than an Affiliate of Customer) that Customer’s use of the Services (excluding Customer Data and Third-Party Materials) in accordance with this Agreement (including any Documentation and Specifications) infringes or misappropriates such third party’s US Intellectual Property Rights. The foregoing obligation does not apply to the extent that the alleged infringement arises from:
9.1.1 Third-Party Materials or Customer Data;
9.1.2 access to or use of the Vendor Materials in combination with any hardware, system, software, network, or other materials or service not provided by Vendor or specified for Customer’s use in any Documentation;
9.1.3 modification of the Vendor Materials other than: (i) by or on behalf of Vendor; or (ii) with Vendor’s written approval in accordance with Vendor’s written specification;
9.1.4 failure to timely implement any modifications, Updates, Upgrades, replacements, or enhancements made available to Customer by or on behalf of Vendor; or
9.1.5 act, omission, or other matter described in Section 9.2, whether or not the same results in any Action against or Losses by any Vendor Indemnitee.
9.2 Customer Indemnification. Customer shall indemnify, defend, and hold harmless Vendor and its Subcontractors and Affiliates, and each of its and their respective officers, directors, employees, agents, successors, and assigns (each, a “Vendor Indemnitee”) from and against any and all Losses incurred by such Vendor Indemnitee resulting from any Action by a third party (other than an Affiliate of a Vendor Indemnitee) that arise out of or result from, or are alleged to arise out of or result from:
9.2.1 Customer’s products or services or the provision thereof to any Person;
9.2.2 Any death or personal injury of any person on Customer’s premise or otherwise in connect with the use of Customer’s products or services;
9.2.3 Customer Data, including any (a) processing of Customer Data by or on behalf of Vendor in accordance with this Agreement; and (b) claims relating to infringement of third party’s Intellectual Property Rights by Customer Data;
9.2.4 Customer’s misuse of the Vendor Materials;
9.2.5 Customer’s violation of applicable Law;
9.2.6 Any taxes attributable to Customer’s use of the Services (other than taxes with respect to the net income of Vendor);
9.2.7 any other materials or information (including any documents, data, specifications, software, content, or technology) provided by or on behalf of Customer or any Authorized User, including Vendor’s compliance with any specifications or directions provided by or on behalf of Customer or any Authorized User;
9.2.8 allegation of facts that, if true, would constitute Customer’s breach of any of its representations, warranties, covenants, or obligations under this Agreement; or
9.2.9 negligence or more culpable act or omission (including recklessness or willful misconduct) by Customer, any Authorized User, or any third party on behalf of Customer or any Authorized User, in connection with this Agreement.
9.3 Indemnification Procedure. Each party shall promptly notify the other party in writing of any Action for which such party believes it is entitled to be indemnified pursuant to Section 9.1 or Section 9.2, as the case may be. The party seeking indemnification (the “Indemnitee”) shall cooperate with the other party (the “Indemnitor”) at the Indemnitor’s sole cost and expense. The Indemnitor shall promptly assume control of the defense and shall employ counsel reasonably acceptable to the Indemnitee to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any Action without the Indemnitee’s prior written consent, except with respect to Vendor’s indemnification obligations hereunder. If the Indemnitor fails or refuses to assume control of the defense of such Action, the Indemnitee shall have the right, but no obligation, to defend against such Action, including settling such Action after giving notice to the Indemnitor, in each case in such manner and on such terms as the Indemnitee may deem appropriate. The Indemnitee’s failure to perform any obligations under this Section 9.3 will not relieve the Indemnitor of its obligations under this Section 9, except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure.
9.4 Customer’s Remedy. If any of the Services or Vendor Materials are, or in Vendor’s opinion are likely to be, claimed to infringe, misappropriate, or otherwise violate any third-party Intellectual Property Right, or if Customer’s or any Authorized User’s use of the Services or Vendor Materials is enjoined or threatened to be enjoined, Vendor may, at its option and sole cost and expense:
9.4.1 obtain the right for Customer to continue to use the Services and Vendor Materials materially as contemplated by this Agreement;
9.4.2 modify or replace the Services and Vendor Materials, in whole or in part, to seek to make the Services and Vendor Materials (as so modified or replaced) non-infringing, while providing materially equivalent features and functionality, in which case such modifications or replacements will constitute Services and Vendor Materials, as applicable, under this Agreement; or
9.4.3 by written notice to Customer, terminate this Agreement or the applicable Order(s), require Customer to immediately cease any use of the applicable Services and Vendor Materials, and provide to Customer a pro rata refund of prepaid but unused Fees.
9.4.4 THIS SECTION 9.4.4 SETS FORTH CUSTOMER’S SOLE REMEDIES AND VENDOR’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES AND/S VENDOR MATERIALS OR ANY SUBJECT MATTER OF THIS AGREEMENT INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
10. Limitation of Liability.
10.1 Exclusion of Damages. IN NO EVENT WILL VENDOR OR ANY OF ITS LICENSORS, SUBCONTRACTORS, SERVICE PROVIDERS, OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION, OR DELAY OF THE SERVICES; (c) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (d) COST OF REPLACEMENT GOODS OR SERVICES; (e) LOSS OF GOODWILL OR REPUTATION; OR (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
10.2 LIABILITY CAP. IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF VENDOR AND ITS SUBCONTRACTORS, LICENSORS, SERVICE PROVIDERS, AND SUPPLIERS ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL AMOUNTS PAID TO VENDOR UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
11. Term and Termination.
11.1 Term. This Agreement commences as of the Effective Date and will continue until the earlier of (i) six (6) months after the date on which all Orders have expired or terminated and a party has given the other party thirty (30) days prior written notice of termination, or (ii) the date on which this Agreement and all Orders are terminated pursuant to the provisions set forth in this Agreement, including Section 11.2 below (the “Term”). The term of each Services in the Order will be set forth on the applicable Order (the “Order Term”). For clarity, a notice of non-renewal of this Agreement shall not in any way modify, impact the validity or terminate any existing Orders. Unless the Agreement has been terminated in accordance with this Section 11, upon expiry of the initial Order Term, the subscription term for each Service in the Order will renew for an additional period equal to one year (“Renewal Order Term”), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant Order Term or Renewal Order Term. For the Renewal Order Term, unless otherwise expressly stated in the Order, the Vendor may adjust the Fees for the Services by the greater of (i)five percent (5%) of the Fees applicable during the immediately preceding term; or (ii) the percentage increase, if any, in the Consumer Price Index. For purposes of this Agreement, the “Consumer Price Index” means the Consumer Price Index for all urban consumers (CPI-U), as published by the U.S. Bureau of Labor Statistics (or any successor index thereto). If the Consumer Price Index is discontinued or revised, such comparable successor index as determined by the Vendor in its sole discretion.
11.2 Termination. In addition to any other express termination right set forth elsewhere in this Agreement:
11.2.1 Vendor may terminate this Agreement, effective on written notice to Customer, if Customer: (i) fails to pay any amount when due hereunder, and such failure continues more than ten (10) days after Vendor’s delivery of written notice thereof; or (ii) breaches any of its obligations under Section 3 or Section 8;
11.2.2 either party may terminate this Agreement, effective on written notice to the other party, if the other party materially breaches this Agreement, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) days after the non-breaching party provides the breaching party with written notice of such breach; and
11.2.3 either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
11.3 Effect of Termination or Expiration. Upon any expiration or termination of this Agreement, except as expressly otherwise provided in this Agreement:
11.3.1 all rights, licenses, consents, and authorizations granted by either party to the other hereunder will immediately terminate;
11.3.2 Customer shall immediately cease all use of any Services or Vendor Materials and (i) promptly return to Vendor, or at Vendor’s written request destroy, all documents and tangible materials containing, reflecting, incorporating, or based on any Vendor Materials or Vendor’s Confidential Information; and (ii) permanently erase all Vendor Materials and Vendor’s Confidential Information from all systems Customer directly or indirectly controls;
11.3.3 notwithstanding anything to the contrary in this Agreement, with respect to information and materials then in its possession or control: (i) the Receiving Party may retain the Disclosing Party’s Confidential Information; and (ii) Vendor may retain Customer Data, in the case of each of subclause (i) and (ii) in its then current state and solely to the extent and for so long as required by applicable Law; (iii) Vendor may also retain Customer Data in its backups, archives, and disaster recovery systems until such Customer Data is deleted in the ordinary course; and (iv) all information and materials described in this Section 11.3.3 will remain subject to all confidentiality and other applicable requirements of this Agreement;
11.3.4 Vendor may disable all Customer and Authorized User access to the Vendor Materials; and
11.3.5 if Vendor terminates this Agreement pursuant to 11.2, all Fees that would have become payable had the Agreement remained in effect until expiration of the Term will become immediately due and payable, and Customer shall pay such Fees, together with all previously-accrued but not yet paid Fees, on receipt of Vendor’s invoice therefor.
Notwithstanding anything to the contrary, upon expiration or termination of any Order, the Customer shall comply with all obligations listed under this Section 11.3, however, such obligations will only be with respect to the Services in the relevant Order.
11.4 Surviving Terms. The provisions set forth in the following sections, and any other right or obligation in this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement: Sections 3, 4.4, 5, 8, 9, 10, 11.3, 11.4, 12 and 13.
12. Additional Service-Specific Terms.
12.1 Certain Services provided under this Agreement are subject to additional terms and conditions, as set forth in Exhibit B attached hereto.
12.2 In the event of any conflict between the terms of this Agreement and the terms set forth in Exhibit B, the terms of Exhibit B shall prevail.
13. General Provisions.
13.1 Assignment. Customer shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without Vendor’s prior written consent. For purposes of the preceding sentence, and without limiting its generality, any merger, consolidation, or reorganization involving Customer (regardless of whether Customer is a surviving or disappearing entity) will be deemed to be a transfer of rights, obligations, or performance under this Agreement for which Vendor’s prior written consent is required. No assignment, delegation, or transfer will relieve Customer of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section 13.1 is void. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and permitted assigns.
13.2 Compliance with Laws. Vendor will comply with all Laws applicable to its provision under the Agreement of the Services, but excluding Laws specifically applicable to Customer and its industry not generally applicable to information technology service providers regardless of industry. Customer will comply with all Laws applicable to its use of the Services, including those applicable to collection and processing of Customer Data in Vendor Systems through the Services. Customer agrees to provide any required disclosures to and obtain any required consents for the transfer of Customer Data to Vendor.
13.3 Export Compliance. Each party will comply with local and foreign export control Laws, including U.S. export control Laws. Customer acknowledges that the Services may be subject to U.S. Export Administration Regulations (“EAR”) and that Customer will comply with EAR. Without limiting the foregoing, Customer represents and warrants that: (a) it is not located in, and will not use any Services from, any country subject to U.S. export restrictions (currently including Cuba, Iran, North Korea, Sudan, Syria, and Crimea Region); (b) Customer will not use the Services in the design, development, or production of nuclear, chemical, or biological weapons, or rocket systems, space launch vehicles, sounding rockets, or unmanned air vehicle systems; and (c) Customer is not prohibited from participating in U.S. export transactions by any federal agency of the U.S. government. In addition, Customer is responsible for complying with any local Laws that may impact Customer’s right to import, export, or use Services or any of them.
13.4 Notice. Except as otherwise expressly set forth in this Agreement, any notice, request, consent, claim, demand, waiver, or other communications under this Agreement will have legal effect only if in writing and addressed to a party as follows (or to such other address or such other person that such party may designate from time to time in accordance with this Section 13.4):
| If to Vendor: | Email: accounting@storewise.io
Attention: CFO |
| If to Customer: | Name, Address and Email Address as set forth in the Order. |
Notices sent in accordance with this Section 13.4 will be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; (c) when sent, if by or email, (with confirmation of transmission), if sent during the addressee’s normal business hours, and on the next business day, if sent after the addressee’s normal business hours; and (d) on the second day after the date mailed by certified or registered mail, return receipt requested, postage prepaid.
13.5 Force Majeure. Vendor is not, and may not be construed to be, in breach of this Agreement for any failure or delay in fulfilling or performing the Services, when and to the extent such failure or delay is caused by or results from acts beyond Vendor’s reasonable control, including: strikes, lock-outs, or other industrial disputes; trespass, sabotage, theft or other criminal acts export bans, sanctions, war, terrorism, riot, civil unrest, or government action; failure of Internet connectivity or backbone or other telecommunications failures, in each case outside of Vendor’s local network; breakdown of plant or machinery; nuclear, chemical, or biological contamination; fire, flood, natural disaster, extreme adverse weather, or other acts of God (each a “Force Majeure Event”). Vendor will use reasonable efforts to mitigate the effects of such Force Majeure Event.
13.6 Waiver and Amendment. No amendment to or modification of or rescission, termination, or discharge of this Agreement is effective unless it is in writing and signed by each party. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
13.7 Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
13.8 Relationship. The parties are independent contractors. Nothing in this Agreement will be construed to create a partnership, joint venture, agency, or other relationship. Neither party has any right or authority to assume or create any obligation of any kind, express or implied, in the other party’s name or on its behalf. No third-party is a third-party beneficiary of, or liable under, this Agreement, and no third-party is responsible for any obligations or liability arising out of Customer’s use of the Vendor Materials.
13.9 Governing Law and Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court.
13.10 Equitable Remedies. The receiving party’s disclosure of Confidential Information except as provided in this Agreement, or a party’s infringement or misappropriation of the other party’s Intellectual Property Rights may result in irreparable injury for which a remedy in money damages may be inadequate. In the event of such actual or threatened disclosure, infringement or misappropriation, disclosing party may be entitled to seek an injunction to prevent the breach or threatened breach without the necessity of proving irreparable injury or the inadequacy of money damages, in addition to remedies otherwise available to disclosing party at law or in equity.
13.11 Entire Agreement. This Agreement and Order(s), together with any other documents incorporated herein by reference, constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the Order, the related exhibits, schedules, attachments, and appendices (other than an exception expressly set forth as such therein) and any other documents incorporated herein by reference, the following order of precedence governs: (a) first, the Order; (b) second, this Agreement, excluding its exhibits, schedules, attachments, and appendices; (c) third, the exhibits, schedules, attachments, and appendices to this Agreement as of the Effective Date; and (d) fourth, any other documents incorporated herein by reference.
Exhibit A
This Data Processing Addendum (“Addendum”) is appended to and incorporated into the Subscription Agreement (the “Agreement”) by and between Ladle Group (“Company”) and the Customer set forth in the Agreement (the “Customer”) and is effective as of the Effective Date of the Agreement. This Addendum is governed by the terms of the Agreement. In case of conflict or inconsistency (i) between this Addendum and the Agreement, this Addendum shall control; or (ii) between the Standard Contract Clauses (defined below) and this Addendum, the Standard Contractual Clauses shall control.
Details of Processing
| Name of Sub-Processor | Description of Processing |
| Asana | Accessing, for project management |
| AWS Amazon Web Services | Storing, for cloud storage |
| Google Cloud | Storing, for cloud storage |
| HubSpot Inc. | Accessing, for sales and marketing |
| Message Media | Accessing and transmitting, for application notifications |
| Robotalker | Accessing and transmitting, for application notifications |
| Sage Intacct, Inc. | Accessing and storing, for accounting |
| Zendesk, Inc. | Accessing, for support services |
| Zoho Corp | Accessing and storing, for sales and marketing; and application hosting |
| Postmark | Accessing and transmitting, for application notifications |
| ClientSuccess | Accessing, for support services |
| Twilio | Accessing and transmitting, for application notifications |
| Pendo | Accessing, for product usage analysis |
| Salesforce | Assessing and storing, for sales and marketing |
| Heap | Accessing and transmitting, for product usage analysis |
| SendGrid | Accessing and transmitting, for application notifications |
| RingCentral | Accessing and transmitting, for phone support |
Additional Service-Specific Terms
This Exhibit sets forth additional terms and conditions applicable to specific Services provided under the Agreement. For clarity, the terms specified for a particular Service shall apply only to those Services. For example, if the additional terms are under ComplianceMate Services, then those terms will only apply to ComplianceMate Services.