This SaaS Subscription Agreement, including all exhibits, schedules, Statements of Work and Order Forms (as defined below) (collectively, the “Agreement”) are the terms of service under which Stikler, LLC (“Stikler”) agrees to grant the customer (“Customer”) access to and use of the Services (as defined below). By indicating Customer’s acceptance of this Agreement, executing an Order Form that references this Agreement, or using the Services, Customer agrees to be bound by this Agreement. If you are entering into this Agreement on behalf of an entity, such as the company you work for, then you represent to Stikler that you have the legal authority to bind the Customer to this Agreement. Stikler and Customer are each a “Party” and collectively, the “Parties”, hereunder.
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‍1.   DEFINITIONS
‍“Affiliate” means with respect to a Party, any person or entity that controls, is controlled by, or is under common control with such Party, where “control” means ownership of fifty percent (50%) or more of the outstanding voting securities.

“Authorized User” means a named individual that: (a) is an employee, representative, consultant, contractor or agent of Customer or a Customer Affiliate; (b) is authorized to use the SaaS Service pursuant to this Agreement; and (c) has been supplied a user identification and password by Customer. Customer shall be responsible for all access and use of the SaaS Service by the Authorized Users.

"Customer Data" means any data or other information which is provided by (or on behalf of) Customer directly or indirectly to Stikler in connection with the Services and includes Customer Personal Data and Monitored Party Data, but shall not include Service Analytics as defined hereunder.

"Customer Personal Data" means any Customer Data which qualifies as “Personal Data” “Personal Information” “Personally Identifiable Information” or any substantially similar term under applicable privacy laws.

“Monitored Party Data” means information relating to content creators, endorsers, ambassadors and other individuals with whom Customer, or the advertiser on whose behalf Customer is acting, has an arrangement of the kind described in Section 3.2 and whom Customer designates for monitoring through the SaaS Service, information that the SaaS Service collects, ingests or derives in connection with any such designation, and information received through a connection authorized by any such individual, including names, handles, profile information, content, postings and communications.

"Documentation" means the technical documentation and specifications for the SaaS Service that Stikler expressly designates in writing as Documentation and provides to Customer, as may be modified from time to time. Marketing materials, website content, help-center articles, in-application copy and any FAQ are not Documentation unless Stikler expressly designates them as such.

“License” means the license quantity pursuant to which the SaaS Service is deployed by Stikler, as set forth in an Order Form, which may be measured by the number of Authorized Users, servers, agents, containers, hosts, or metrics, and may include time-based or usage based billing.

“Open Source Software” means a program in which source code is made publicly and freely available for use and modification pursuant to certain license terms.

"Order Form" means a document executed by and between Stikler and Customer or electronically accepted by Customer that references this Agreement, purchase confirmation or any other document which details the Services to be provided by Stikler, the fees associated therewith, and any other transaction-specific terms and conditions.

“Statement of Work” or “SOW” means a statement of work or other such executed document that references this Agreement, whereby Customer engages Stikler to perform certain training, consulting, technical account management, professional, or similar services related thereto.

“SaaS Service” means Stikler’s hosted software as a service solution as specified on an Order Form. The SaaS Service may include the use of certain Software, as applicable.

"Services" means the specific ordered SaaS Service, Support Services, and any of the training services, technical account management services, and/or consulting or other professional services, pursuant to one or more Order Forms and SOW(s), if applicable.

“Software” means any Stikler-provided software components, if any, that are delivered to Customer or executed within Customer’s operating environment in connection with the SaaS Service.

“Subscription Term(s)” means the subscription period(s) specified in an Order Form, during which Authorized Users may use the SaaS Service, subject to the terms of this Agreement.

“Support Services” means the maintenance and support services provided by Stikler to Customer during the Subscription Term, as set forth on the Order Form.

“Update” is a SaaS Service release that Stikler makes generally available to all Stikler customers, along with any corresponding changes to Documentation. An Update may be an error correction or bug fix; or it may be enhancement, new feature, or new functionality

.2.   PROVISION AND USE OF THE SERVICES
‍2.1  Provision of the SaaS Service. Subject to Customer’s payment of all fees due hereunder, Stikler grants Customer a limited, non- exclusive, non-sublicenseable (unless expressly permitted in an Order Form), nontransferable (except as specifically permitted in this Agreement) right to access and use the SaaS Service during the applicable Subscription Term, pursuant to the License as set forth in the applicable Order Form, solely for Customer’s internal business purposes. This grant includes the right to implement the Software for use with the SaaS Service, if applicable. Customer may permit its Affiliates to use and access the SaaS Service and Documentation in accordance with this Agreement, but Customer shall be responsible for the compliance of all Affiliates with this Agreement, Documentation, and the Order Form(s).

2.2  Use Restrictions. Customer shall not (and shall not permit any third party to): (a) sublicense, sell, transfer, assign, distribute or otherwise grant or enable access to the SaaS Service in a manner that allows anyone to access or use the SaaS Service without an Authorized User subscription, or to commercially exploit the SaaS Service; (b) except as expressly permitted by Section 2.5, use the SaaS Service to provide, or incorporate the SaaS Service into, any product or service provided to a third party; (c) use the SaaS Service to develop a similar or competing product or service; (d) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code except to the extent expressly permitted by applicable law (and then only upon advance notice to Stikler); (e) copy, modify or create any derivative work of the SaaS Service or any Documentation; (f) remove or obscure any proprietary or other notices contained in the SaaS Service; (g) allow Authorized User subscriptions to be shared or used by more than one individual Authorized User (except that Authorized User subscriptions may be reassigned by Customer to new Authorized Users replacing individuals who no longer use the SaaS Service for any purpose); (h) publicly disseminate performance information regarding the SaaS Service; further, Customer shall not (and shall not permit any third party to) access or use the SaaS Service: (i) to send or store infringing, obscene, threatening, harassing, or otherwise unlawful material, including material violative of third-party privacy rights, engage in cyber-stalking or otherwise act in a manner in violation of applicable laws; (ii) to send or store material containing software viruses, worms, trojan horses or other harmful computer code, files, scripts, or agents; (iii) in a manner that interferes with or disrupts the integrity or performance of the SaaS Service (or the data contained therein); (iv) to gain unauthorized access to the SaaS Service (including unauthorized features and functionality) or its related systems or network; or (v) disable or bypass the measures that Stikler may use to prevent or restrict access to the SaaS Service, or if applicable, use the SaaS Service in excess of the License limits set forth in the Order Form(s).

2.3  Support Services. During the Subscription Term, Stikler will provide Support Services to the Customer in accordance with Exhibit A. Customer is required to have Support Services for the duration of the applicable Subscription Term. Customer shall be entitled to Updates to the extent Stikler incorporates such Updates into the SaaS Service subject to the applicable Order Form during the Subscription Term.

2.4  Use of Services Deliverables. Subject to Customer’s payment of all fees due hereunder, Stikler grants Customer a limited, non-exclusive, royalty-free, non-sublicensable, non-transferable license (except as specifically permitted in this Agreement), to use those elements of the Stikler Technology (as defined below) embodied in the Services deliverables, if any, in Customer’s ordinary course of business, solely as so embodied. Stikler reserves all other rights in and to the Stikler Technology.

2.5  Permitted Service Provider Use. Notwithstanding Section 2.2(b), Customer may use the SaaS Service in the ordinary course of delivering services to its own clients, provided that Customer remains the contracting party and the Authorized User of record, and provided further that Customer remains responsible for all such use as if it were Customer’s own.

2.6  Prohibited Monitoring. Customer shall not use the SaaS Service to: (a) monitor any individual with whom neither Customer nor the advertiser on whose behalf Customer is acting has, or reasonably believes it has, a material connection of the kind described in Section 3.2; (b) monitor any individual under the age of eighteen (18); (c) make, inform or support any decision concerning a monitored individual’s eligibility for employment, credit, housing, insurance or education; or (d) harass, intimidate, threaten or retaliate against any monitored individual. Customer’s compliance with this Section 2.6 is a material obligation of this Agreement.

2.7  Suspension. Stikler may suspend Customer’s access to the SaaS Service, or to any affected portion of it, on notice to Customer, if Stikler reasonably believes Customer is using the SaaS Service in breach of Section 2.6. Stikler will restore access promptly once the breach is cured. Stikler has no obligation to monitor Customer’s use for compliance with Section 2.6, and no failure to suspend constitutes a waiver.

‍3.   CUSTOMER OBLIGATIONS
‍3.1  Data Collection. Customer has exclusive control and responsibility for determining what Customer Data is submitted to the Services, and for obtaining all necessary consents and permissions for submission of Customer Data and processing instructions to Stikler.

3.2  Rights in Customer Data. Customer is solely responsible for the accuracy, content and legality of all Customer Data and agrees to comply with all applicable laws in its use of the Services. Customer represents and warrants that Customer has all necessary rights, consents and permissions to collect, share and use Customer Data as contemplated in this Agreement, without violation or infringement of any third-party intellectual property, publicity, privacy rights or any laws and regulations. Customer further represents and warrants that, with respect to each individual Customer designates for monitoring through the SaaS Service: (a) Customer, or the advertiser on whose behalf Customer is acting, has, or reasonably believes it has, a material connection with that individual within the meaning of the FTC Endorsement Guides, arising from an advertising, endorsement, sponsorship, affiliate, ambassador, employment or similar arrangement, and where Customer is acting on behalf of an advertiser, Customer is authorized by that advertiser to instruct the monitoring; (b) that arrangement, or a notice given to the individual, permits the monitoring Customer instructs; (c) the designation complies with applicable privacy, publicity and consumer-protection law and with the terms of service of each platform from which content is collected; and (d) that individual is not under the age of eighteen (18). Customer acknowledges that Stikler does not verify, and has no means of verifying, the existence or terms of any such arrangement, and that Stikler relies entirely on Customer’s designation. Customer shall indemnify and hold Stikler harmless from any and all losses resulting from the failure to comply with the foregoing.

3.3  Customer Data; Storage. Without limiting Stikler’s obligations hereunder, Customer acknowledges that Customer is responsible for properly configuring and using the SaaS Service, and otherwise taking reasonable action to secure and protect Customer accounts and Customer Data.

3.4  Open Source Software and Third-Party Software. Customer acknowledges and agrees that certain Open Source Software libraries, components and utilities, and other third-party software not owned or developed by Stikler are embedded in the Software. The publicly available open source license terms governing the Open Source Software shall take precedence over this Agreement to the extent that the Agreement imposes greater restrictions on Customer. Customer hereby acknowledges that Stikler disclaims and makes no representation or warranty with respect to the Open Source Software, or any portion thereof, and notwithstanding anything contained to the contrary herein assumes no liability for any claim that may arise with respect to such Open Source Software or Customer’s use or inability to use the same.

3.5  Third-Party Data and Content. Customer acknowledges that the SaaS Service incorporates, surfaces and makes available data, content, marks, logos, images and other materials sourced from or originating with third parties, including content creators and third-party data providers. Stikler disclaims and makes no representation or warranty of any kind with respect to such third-party data or content, including as to its accuracy, completeness, currency, availability or non-infringement, and notwithstanding anything to the contrary in this Agreement assumes no liability for any claim arising with respect to such third-party data or content or Customer’s use of or inability to use the same.

‍4.   PROPRIETARY RIGHTS.
‍4.1  Customer Data. As between the Parties, Customer shall retain all right, title and interest (including any and all intellectual property rights) in and to the Customer Data. Subject to the terms of this Agreement, Customer hereby grants to Stikler a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, modify, create derivative works of and display the Customer Data solely to the extent necessary to provide the Services to Customer during the Subscription Term.

4.2  Stikler Technology. The Services, Documentation, including all copies and portions thereof, and all intellectual property rights therein, including, but not limited to derivative works, deliverables, Updates, enhancements and modifications therefrom (“Stikler Technology”), shall remain the sole and exclusive property of Stikler. Customer is not authorized to use (and shall not permit any third party to use) the Stikler Technology or any portion thereof except as expressly authorized by this Agreement.

4.3  Service Analytics. Stikler may process Service Analytics for internal business purposes in order to deliver, enhance, secure and support the Services and Software. Customer may refer to the Documentation and/or Customer’s account representative for more information. “Service Analytics” means all information and data that the Services Generate or otherwise obtain from Customer’s use of the foregoing, including but not limited to marketing data, usage statistics, telemetry and analytics and similar information, collected by cookies, web beacons, and other similar applications. Stikler may disclose the results of its analysis of the Service Analytics publicly or to third parties in connection with marketing and promotion efforts, including but not limited to presentations, technical reports and whitepapers, provided that such results do not contain any personally identifiable information, or enable a third party to determine the source of such information.

‍5.   FEES & PAYMENT
‍5.1  Fees and Payment. All fees are as set forth in the applicable Order Form and shall be paid by Customer within thirty (30) days of date of invoice, unless otherwise specified in the applicable Order Form or SOW. Except as expressly set forth in an Order Form or SOW: (a) payment obligations are non-cancelable and fees are non-refundable; and (b) Customer may not decrease the License or downgrade to the SaaS Service during the applicable Subscription Term. Where Customer designates use of a third-party payment processor network, Customer shall be responsible for payment of all fees and charges associated with use of such network (including registration, participation, and payment processing fees) and Stikler may invoice for such fees together with the subscription fees or on separate invoice(s). For SaaS Service subscriptions that are usage based, for overage incurred during the Subscription Term, Stikler shall calculate Customer’s monthly usage in accordance with the lower of: a) overage rates set forth in the Order Form or b) the usage rates as posted or otherwise made available to Customer. In such event, Stikler shall invoice Customer based on the prior month’s activity. Such overage fees are due and payable immediately upon invoice.

5.2  Effect of Nonpayment. This Agreement or Customer’s access to Services may be suspended or terminated if Customer’s account falls into arrears. Unpaid amounts may be subject to interest at the lesser of one and one-half percent (1.5%) per month or the maximum permitted by law, plus all collection costs.

5.3  Taxes. All fees stated on Order Form are exclusive of any taxes, levies, or duties (“Taxes”), and Customer will be responsible for payment of all such Taxes excluding taxes based solely on Stikler income. Unless Customer provides Stikler a valid state sales/use/excise tax exemption certificate, Customer will pay and be solely responsible for all Taxes. Stikler may invoice Taxes in accordance with applicable law together on one invoice or a separate invoice. Customer will be responsible for any Taxes, penalties or interests that might apply based on Stikler’s failure to charge appropriate tax due to incomplete or incorrect location information provided by Customer. If Customer is required by any foreign governmental authority to deduct or withhold any portion of the amount invoiced for the delivery or use of the Services under this Agreement, Customer shall increase the sum paid to Stikler by an amount necessary for the total payment to Stikler equal to the amount originally invoiced.

5.4  Travel and Expenses. Customer will pay any reasonable and actual pre-approved out-of-pocket expenses incurred in connection with the Services which may include without limitation, airfare, lodging, and meals. Stikler shall provide Customer invoices and receipts for any such Customer pre-approved expenses.

5.5  Rescheduling Policy Applicable to Services. Stikler and Customer will commence Services (which for purposes of this Section 5.5 excludes the SaaS Service and Support Services) on a start date to be mutually agreed to between the Parties. Customer may reschedule Services by notifying Stikler in writing (which can include by email) with fifteen (15) business days’ prior notice and Stikler will make commercially reasonable efforts to reschedule. If performance of the Services is delayed due to Customer’s failure to provide required access, personnel availability or is otherwise canceled with less than fifteen (15) business days’ notice once ordered by Customer, Stikler may charge Customer the then prevailing daily charge, plus reimbursement of all travel-related expenses (if applicable), for each day (up to a maximum of 15 days) for each person assigned by Stikler to provide the Services. Stikler strongly recommends scheduling the Services engagement in a single instance over a period of consecutive days. However, in no event shall Services be scheduled in fewer than in one full day increments, unless otherwise set forth in an SOW. No Services shall be scheduled in partial day increments.

‍6.   TERM AND TERMINATION
‍6.1  Term. This Agreement will continue for so long as there is an Order Form in effect between the Parties or for so long as Customer is using the SaaS Service, unless earlier terminated pursuant to the terms of this Agreement.

6.2  Auto-Renewal. This Agreement shall automatically renew for an additional term equal to the then-current Order Form term, unless either Party provides the other Party with at least thirty (30) days’ prior written notice of its intent not to renew before the end of the then-current term. Stikler may increase the fees payable for any renewal term by up to the uplift percentage set forth in the applicable Order Form, calculated against the fees payable for the immediately preceding term. If the applicable Order Form does not state an uplift percentage, fees for each renewal term shall be at Stikler’s then-current rates. Stikler will give Customer written notice of any increase at least thirty (30) days before the last date on which Customer may give notice of non-renewal under this Section 6.2.

6.3  Termination for Cause. Either Party may terminate this Agreement (or any affected Order Form or Statement of Work) (a) upon the other Party’s material breach that remains uncured for thirty (30) days following written notice of such breach, except that termination will take immediate effect on written notice in the event of a breach of Section 2.2 (“Use Restrictions”), Section 2.4 (“Use of Services Deliverables”), Section 2.6 (“Prohibited Monitoring”) or Section 10 (“Confidential Information”); or (b) immediately in the event the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors (and not dismissed within sixty (60) days thereafter).

6.4  Termination for Convenience. Stikler may terminate this Agreement, Order Form(s) or Statement of Work, for any reason or for no reason, by providing Customer at least thirty (30) days’ prior written notice. Customer may not terminate this Agreement or any Order Form for convenience during a Subscription Term; Customer may elect not to renew in accordance with Section 6.2, and may terminate a Statement of Work for convenience on at least thirty (30) days’ prior written notice. For the avoidance of doubt, each Subscription Term is non-cancellable, and Customer shall not be entitled to any refund or relief from payment of any fees paid or payable under this Agreement or any applicable Order Form or Statement of Work except as expressly provided in Section 6.6.

6.5  Treatment of Customer Data Following Expiration or Termination. Customer agrees that following termination of this Agreement, or termination or expiration of any Order Form, Stikler may immediately deactivate Customer’s account(s) associated with the Agreement or applicable Order Form. During the thirty (30) day period following termination or expiration, Stikler will grant a reasonable number of Authorized Users access to the SaaS Service for the sole purpose of retrieving Customer Data. Additional time for Customer’s access to SaaS Service may be provided by mutual agreement of the parties at Stikler’s then current rates and fees in effect. Within a reasonable time thereafter, Stikler will delete Customer Data from the SaaS Service. Notwithstanding the foregoing, Customer understands that Stikler may retain copies of Customer Data in regular backups or as required by law, which will remain subject to the confidentiality and security standards set forth in Sections 10 and 11, respectively, for so long as Customer Data is retained by Stikler. Customer acknowledges that the retention of Customer Data in the SaaS Service is at all times subject to Stikler’s SaaS Service data retention policies which shall be made available to Customer upon request and are subject to update from time to time in Stikler’s reasonable discretion, but in no event shall any such update result in a material reduction of SaaS Service data retention periods in effect during Customer’s applicable Subscription Term. Any “snapshot” of Customer Data therefore is inclusive of the Stikler SaaS Service data retention policies in effect at the time of Customer Data retrieval.

6.6  Effect of Termination. Upon early termination of this Agreement by Customer for Stikler's uncured material breach pursuant to Section 6.3 or by Stikler pursuant to Section 6.4, Customer is entitled to a prorated refund of prepaid fees relating to the Services applicable to the remaining period in the applicable Subscription Term. Upon expiration or termination of this Agreement by Stikler for Customer’s uncured material breach pursuant to Section 6.3 , unpaid fees relating to the Services applicable to the duration of any applicable Subscription Term will be immediately due and payable. In addition, upon expiration or termination of this Agreement for any reason: (a) all rights granted to Customer under this Agreement, and Stikler's obligation to provide the Services will terminate (including any and all rights related to Software); and (b) any payment obligations accrued pursuant to this Agreement, as well as the provisions of Sections 4, 6, 7, 8, 9, 10, 11 and 12 of this Agreement will survive such expiration or termination.
‍7.   LIMITED WARRANTY
‍7.1  Limited Warranty. Stikler warrants that during the Subscription Term the SaaS Services made available for Customer’s use (which for purposes of this Section 7.1 excludes Support Services which shall be addressed under Exhibit A) will operate in substantial conformity with the applicable Documentation. In the event of a material breach of the foregoing warranty, Customer’s exclusive remedy and Stikler’s entire liability, shall be for Stikler to use commercially reasonable efforts to correct the reported non-conformity within thirty (30) days, or if Stikler determines such remedy to be impracticable, Stikler at its discretion, may terminate the applicable Order Form (and applicable Statement of Work, if any) and Customer will receive, as its sole remedy, a refund of any fees Customer has pre-paid for use of affected Services for the terminated portion of the applicable Subscription Term. The warranty set forth in this Section 7.1 shall not apply if the error was caused by misuse, unauthorized modifications or third-party hardware, software or services, or any use provided on a no-charge or evaluation basis.

7.2  Malicious Code. Stikler warrants that Stikler will not knowingly introduce into the Services software viruses, worms, Trojan horses or other code, files, scripts, or agents intended to do harm.

7.3  Warranty Disclaimer. EXCEPT FOR THE WARRANTY IN THIS SECTION 7, THE SERVICES ARE PROVIDED “AS IS”. NEITHER STIKLER NOR ITS SUPPLIERS MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT, THOSE ARISING FROM A COURSE OF DEALING OR USAGE OR TRADE, AND ALL SUCH WARRANTIES ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. FURTHER, STIKLER DOES NOT WARRANT THE SAAS SERVICE WILL BE ERROR-FREE OR THAT USE OF THE SAAS SERVICE WILL BE UNINTERRUPTED. STIKLER’S SOLE AND EXCLUSIVE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY IN RESPECT OF ANY ERROR SHALL BE LIMITED TO PROVISION OF SUPPORT SERVICES.

7.4  No Legal Determination. The SaaS Service identifies and flags characteristics of content for Customer’s review. Its output is not legal advice, does not constitute a determination that any content or conduct does or does not comply with any law, regulation, guideline or rule, and does not constitute a determination that a material connection exists between Customer, or any advertiser, and any individual. Customer is solely responsible for its own compliance and for any decision it takes in reliance on the SaaS Service or its output.

‍8.   LIMITATION OF REMEDIES AND DAMAGES
‍8.1  Liability Cap. EXCEPT WITH RESPECT TO: (A) EITHER PARTY'S OBLIGATIONS UNDER SECTION 9 ("INDEMNIFICATION") AND EITHER PARTY'S BREACH OF SECTION 10 ("CONFIDENTIAL INFORMATION") (FOR WHICH, IN EACH CASE, THE LIABILITY LIMITATION SHALL BE TWO (2) TIMES THE AMOUNTS PAID BY AND/OR DUE FROM CUSTOMER UNDER THE APPLICABLE ORDER FORM(S) RELATING TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, IN THE CUMULATIVE AND AGGREGATE FOR ALL CLAIMS); (B) CUSTOMER'S INFRINGEMENT OF STIKLER'S INTELLECTUAL PROPERTY RIGHTS; (C) CUSTOMER'S OBLIGATION TO PAY FEES DUE UNDER THIS AGREEMENT OR ANY ORDER FORM; AND (D) CUSTOMER'S BREACH OF SECTION 2.2 ("USE RESTRICTIONS") OR SECTION 2.6 ("PROHIBITED MONITORING") (EACH OF (B), (C) AND (D) BEING UNLIMITED), IN NO EVENT SHALL EITHER PARTY'S TOTAL AGGREGATE LIABILITY EXCEED THE AMOUNTS PAID BY AND/OR DUE FROM CUSTOMER UNDER THE APPLICABLE ORDER FORM(S) RELATING TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

8.2  EXCEPT FOR CUSTOMER’S INFRINGEMENT OF STIKLER’S INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL EITHER PARTY, OR STIKLER’S AFFILIATES OR ITS LICENSORS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOSS OF USE, BUSINESS INTERRUPTIONS, LOSS OF DATA, REVENUE, GOODWILL, PRODUCTION, ANTICIPATED SAVINGS, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN CONNECTION WITH OR ARISING OUT OF THE PERFORMANCE OF OR FAILURE TO PERFORM THIS AGREEMENT, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.3  Limitations Fair and Reasonable. EACH PARTY ACKNOWLEDGES THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 8 REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES UNDER THIS AGREEMENT, AND THAT IN THE ABSENCE OF SUCH LIMITATIONS OF LIABILITY, THE ECONOMIC TERMS OF THIS AGREEMENT WOULD BE SIGNIFICANTLY DIFFERENT.

‍9.   INDEMNIFICATION
‍9.1  By Stikler. Stikler shall defend Customer from and against any claim by a third party alleging that the SaaS Service when used as authorized under this Agreement infringes any trademark or copyright of such third party, enforceable in the jurisdiction of Customer’s use of the SaaS Service, or misappropriates a trade secret (but only to the extent that such misappropriation is not a result of Customer’s actions) (“Infringement Claim”) and shall indemnify and hold harmless Customer from and against any damages and costs awarded against Customer by a court of competent jurisdiction or agreed in settlement by Stikler (including reasonable attorneys’ fees) resulting from such Infringement Claim. Stikler will have no obligation and assumes no liability under this Section 9 or otherwise with respect to any claim based on: (1) if the SaaS Service is modified by any party other than Stikler, but solely to the extent the alleged infringement is caused by such modification; (2) if the SaaS Service is combined, operated or used with any Customer Data or any Customer or third party products, services, hardware, data, content, or business processes not provided by Stikler where there would be no Infringement Claim but for such combination; (3) to any action arising as a result of Customer Data, Monitored Party Data, or any third-party deliverables, components, software, or data, content, marks, logos or other materials sourced from or originating with third parties and made available through the SaaS Service; (4) if Customer settles or makes any admissions with respect to a claim without Stikler’s prior written consent; or (5) to any use provided on a no-charge or evaluation basis. THIS SECTION 9 SETS FORTH STIKLER’S AND ITS SUPPLIERS’ SOLE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT.

9.2  Remedies. If Customer’s use of the SaaS Service is (or in Stikler’s opinion is likely to be) enjoined, if required by settlement or if Stikler determines such actions are reasonably necessary to avoid material liability, Stikler may, at its option: (i) procure for Customer the right to use the SaaS Service in accordance with this Agreement; (ii) replace or modify, the SaaS Service to make it non-infringing; or (iii) terminate Customer's right to use the SaaS Service and discontinue the related Support Services, and upon Customer's certification of deletion of the Software (if any), refund prorated pre-paid fees for the remainder of the applicable Subscription Term for the SaaS Service.

9.3  By Customer. Customer will defend, indemnify and hold Stikler harmless from and against any damages and costs (including reasonable attorneys' fees and costs incurred by Stikler) finally awarded against Stikler, or agreed in settlement by Customer, arising from or in connection with any claim (a) alleging that Customer Data, Customer Personal Data or Monitored Party Data, or Stikler's use of any of the foregoing in accordance with this Agreement, infringes a copyright, trademark or trade secret or breaches a privacy or publicity right of a third party; (b) arising from Customer's designation of any individual for monitoring through the SaaS Service, including any claim brought by or on behalf of a monitored individual and any claim arising from Customer's designation of an individual with whom neither Customer nor the advertiser on whose behalf Customer was acting had a material connection of the kind described in Section 3.2; or (c) arising from Customer's use of, or reliance on, any output of the Services.

9.4  Indemnity Process. Each Party's indemnification obligations are conditioned on the indemnified Party: (a) promptly giving written notice of the claim to the indemnifying Party; (b) giving the indemnifying Party sole control of the defense and settlement of the claim; and (c) providing to the indemnifying Party all available information and assistance in connection with the claim, at the indemnifying Party's request and expense. The indemnified Party may participate in the defense of the claim, at the indemnified Party's sole expense (not subject to reimbursement). Neither Party may admit liability for or consent to any judgment or concede or settle or compromise any claim unless such admission, concession, settlement, or compromise includes a full and unconditional release of the other Party from all liabilities in respect of such claim.

‍10.   CONFIDENTIAL INFORMATION
‍10.1  Each Party (as “Receiving Party”) agrees that all code, inventions, know-how, business, personal data, technical and financial information it obtains from the disclosing party (“Disclosing Party”) constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Customer Data, pricing information, Stikler Technology, performance information relating to the Services and the terms and conditions of this Agreement shall be deemed Confidential Information without any marking or further designation. Except as expressly authorized herein, the Receiving Party shall (1) hold in confidence and not disclose any Confidential Information to third parties and (2) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under this Agreement. The Receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know, provided that such representatives are bound to confidentiality obligations no less protective of the Disclosing Party than this Section 10 and that the Receiving Party remains responsible for compliance by any such representative with the terms of this Section 10. The Receiving Party’s confidentiality obligations shall not apply to information that the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party without use of or reference to such information. The Receiving Party may make disclosures to the extent required by law or court order, provided the Receiving Party notifies the Disclosing Party in advance and cooperates in any effort to obtain confidential treatment. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.

10.2  Personal Data. Customer acknowledges that the SaaS Service processes Customer Personal Data and Monitored Party Data as described in the Documentation. Stikler processes such data only on Customer’s documented instructions and solely for the purpose of providing the Services; will not retain, use or disclose it for any other purpose, including any commercial purpose of its own; and will not sell or share it. Stikler will provide Customer with reasonable assistance in responding to requests from individuals exercising rights under applicable privacy laws. Customer shall not input or otherwise transmit to the Services any special categories of personal data, protected health information, government-issued identification numbers, financial account numbers or payment card data.

‍11.   SECURITY.
‍11.1  During the Subscription Term, Stikler will maintain reasonable administrative, physical, and technical safeguards designed for the protection, confidentiality, and integrity of Customer Data at least as rigorous as the measures standard in the industry. Stikler will not use Customer Data except to provide the Services or Support Services in accordance with this Agreement or as instructed by Customer. Stikler will notify Customer without undue delay after Stikler confirms a security incident resulting in the unauthorized access to, or disclosure of, Customer Data, and will provide Customer with reasonable cooperation and with such information regarding the incident as Stikler is able to make available.

11.2  Stikler will be liable for any unauthorized access to Customer Data by third parties only to the extent resulting from Stikler’s failure to adhere to the requirements set out by applicable law, or from Stikler’s gross negligence or willful misconduct. The provisions of this Section 11.2 apply notwithstanding any provision of this Agreement or any other agreement between Stikler and Customer (or any affiliate of Customer) to the contrary.
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‍12.   GENERAL TERMS
‍12.1  References. Unless otherwise specified in the applicable Order Form, Stikler may refer to Customer as one of Stikler’s customers and use Customer’s logo as part of such reference, provided that Stikler complies with any Customer trademark usage requirements provided by Customer. Upon reasonable request, Customer will serve as a reference account for Stikler, provided, however, that Stikler will provide Customer with reasonable notice and obtain Customer’s consent before scheduling any reference activity. Furthermore, if so specified in the applicable Order Form, Stikler may either: (a) issue a press release announcing the relationship between Stikler and Customer, or (b) submit a joint press release to Customer for Customer’s approval, such approval not to be unreasonably withheld or delayed.

12.2  Compliance With Laws. Stikler and Customer will comply with all applicable laws and regulations with respect to performance under this Agreement, in each case as such laws and regulations apply to that Party in its performance of this Agreement, including applicable state and federal privacy laws and regulations governing personally identifiable information, personal information, personal data and any other substantially similar term. Without limiting the foregoing, each Party acknowledges that it is aware of, understands and has complied and will comply with, all applicable U.S. and foreign anti- corruption laws, including without limitation, the U.S. Foreign Corrupt Practices Act of 1977 and the U.K. Bribery Act of 2010, and similarly applicable anti-corruption and anti-bribery laws (“Anti- Corruption Laws”). Each Party agrees that no one acting on its behalf will give, offer, agree or promise to give, or authorize the giving directly or indirectly, of any money or other thing of value, including travel, entertainment, or gifts, to anyone as an unlawful inducement or reward for favorable action or forbearance from action or the exercise of unlawful influence (a) to any governmental official or employee (including employees of government-owned and government- controlled corporations or agencies or public international organizations), (b) to any political party, official of a political party, or candidate, (c) to an intermediary for payment to any of the foregoing, or (d) to any other person or entity in a corrupt or improper effort to obtain or retain business or any commercial advantage, such as receiving a permit or license, or directing business to any person. Each Party represents and warrants to the other that neither it nor its Affiliates, nor any of its or their users, officers or directors, are persons, entities or organizations with whom the other Party is prohibited from dealing (including provision of software, products or services) by virtue of any applicable law, regulation, or executive order, including US export control laws, and names appearing on the U.S. Department of the Treasury’s Office of Foreign Assets Control’s Specially Designated Nationals and Blocked Persons List.

12.3  Assignment. Neither Party may assign this Agreement, in whole or in part, without the prior written consent of the other Party, provided that no such consent will be required to assign this Agreement in its entirety to (i) an Affiliate that is able to satisfy the obligations of the assignor under this Agreement or (ii) a successor in interest in connection with a merger, acquisition or sale of all or substantially of the assigning Party’s assets, provided that the assignee has agreed to be bound by all of the terms of this Agreement and all fees owed to the other Party are paid in full. If Customer is acquired by, sells substantially all its assets to, or undergoes a change of control in favor of, a direct competitor of Stikler, then Stikler may terminate this Agreement upon thirty (30) days prior written notice.

12.4  Severability. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that this Agreement shall otherwise remain in effect.

12.5  Governing Law; Jurisdiction and Venue. This Agreement will be governed by the laws of the State of Illinois (without regard to the conflicts of law provisions of any jurisdiction), and claims arising out of or in connection with this Agreement will be resolved by state or federal courts located in Cook County, Illinois. Each Party irrevocably submits to the personal jurisdiction and venue of and agrees to service of process issued or authorized by any state or federal court, located in Illinois, Cook County. Neither the United Nations Convention of Contracts for the International Sale of Goods nor the Uniform Computer Information Transactions Act will apply to this Agreement. EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

12.6  Notice. Notices to a Party will be sent by email to the notices email address identified on the Order Form, or by first-class mail, overnight courier or prepaid post to the address for such Party as identified on the Order Form, SOW, or such other address as may be provided by a party to the other in writing. Notice sent by email will be deemed given on the date of transmission, provided that the sender does not receive an automated delivery-failure response; notice sent by mail or courier will be deemed given seventy-two (72) hours after mailing or upon confirmed delivery or receipt, whichever is sooner. Either Party may from time to time change its address, including email address, by giving the other Party at least thirty (30) days prior written notice of such change.

12.7  Force Majeure. Neither Party will be in default or liable under this Agreement by reason of any failure in performance of this Agreement if such failure arises, directly or indirectly, out of causes reasonably beyond the reasonable control of such Party, including acts of God or of the public enemy, terrorism, political unrest, U.S. or foreign governmental acts in either a sovereign or contractual capacity, fire, flood, failure of third party connections, epidemic, pandemic or virus, utilities, networks, internet, API failures, earthquake, hostile attacks, restrictions, strikes, and/or freight embargoes.

12.8  Amendments; Waivers. No supplement, modification, or amendment of this Agreement shall be binding, unless executed in writing by a duly authorized representative of each Party to this Agreement. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the Party claiming such waiver. No provision of any purchase order or other business form employed by Customer will supersede the terms and conditions of this Agreement, and any such document relating to this Agreement shall be for administrative purposes only and shall have no legal effect.

12.9  Entire Agreement; Interpretation. This Agreement is the complete and exclusive statement of the mutual understanding of the Parties and supersedes all previous written and oral agreements and communications relating to the subject matter of this Agreement. In this Agreement, headings are for convenience only and “including”, “e.g.”, and similar terms will be construed without limitation. In the event of a conflict between the terms of this Agreement and the terms of any Order Form, or Exhibit hereto, such conflict will be resolved in the following order, except to the extent expressly specified otherwise in the appliable Order Form or SOW: (a) this Agreement, (b) the Exhibits, (c) Order Form, (d) Statement of Work. Any preprinted terms on any Customer ordering documents or terms referenced or linked therein will have no effect on the terms of this Agreement and are hereby rejected, including where such Customer ordering document is signed by Stikler. Customer acknowledges that the SaaS Service is an on-line, subscription-based product, and that in order to provide improved customer experience Stikler may make changes to the Services, and Stikler will update the applicable Documentation accordingly. The Support Service may be updated from time to time upon reasonable notice to Customer to reflect process improvements or changing practices (but the modifications will not materially decrease Stikler’s obligations).

12.10  Subcontractors. Stikler may use the services of subcontractors and permit them to exercise the rights granted to Stikler in order to provide the Services under this Agreement. These subcontractors may include, for example, Stikler’s hosting infrastructure. Stikler remains responsible for compliance of any such subcontractor with the terms of this Agreement. Stikler maintains a list of subcontractors that process personal data, makes that list available to Customer on request, and provides notice of material changes to it.

12.11  Feedback. Stikler shall be free to use, irrevocably, in perpetuity, for free and for any purpose, all suggestions, ideas and/or feedback relating to the Services (collectively, “Feedback”) provided by Customer, its Affiliates and Authorized Users.12.12  Independent Contractors. The Parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the Parties. Neither Party will have the power to bind the other or incur obligations on the other Party’s behalf without the other Party’s prior written consent.

12.13  Export Control. In its use of the Services, Customer agrees to comply with all export and import laws and regulations of the United States and other applicable jurisdictions. Without limiting the foregoing, (i) Customer represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country, (ii) Customer shall not (and shall not permit any of its users to) access or use the Services in violation of any U.S. export embargo, prohibition or restriction, and (iii) Customer shall not submit to the Services any information that is controlled under the U.S. International Traffic in Arms Regulations.

12.14  Counterparts. This Agreement may be executed in counterparts, which taken together shall form one binding legal instrument. The Parties hereby consent to the use of electronic signatures in connection with the execution of this Agreement, and further agree that electronic signatures to this Agreement shall be legally binding with the same force and effect as manually executed signatures.

12.15  Trials and Evaluations. Stikler may make the SaaS Service, or features of it, available to Customer on a no-charge, trial, beta or evaluation basis. Any such use is permitted only for the period Stikler designates, is provided “AS IS” without warranty, indemnity or support of any kind, and may be suspended or discontinued by Stikler at any time. Sections 7 and 9 do not apply to any such use.

‍Exhibit A
SUPPORT SERVICES POLICY
‍
‍(SaaS)
‍
‍1.   DEFINITIONS
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‍“Error” means a failure of the SaaS Service to conform to the specifications set forth in the Documentation, resulting in the inability to use, or material restriction in the use of the SaaS Service.

‍2.   SUPPORT SERVICESStikler will provide Support Services to Customer through the in app support request form available within the SaaS Service application (the “In-App Support Form”), which is the preferred method for submitting support requests. In addition, Customer may contact Stikler by phone or email as alternative channels. Customer will receive Updates, other software modifications or additions, procedures, or routine or configuration changes that may solve, bypass or eliminate the practical adverse effect of the Error. Support Services do not include: (i) Assistance in the development or debugging of Customer's system, including the operating system and support tools; (ii) Information and assistance on technical issues related to the installation, administration, and use of enabling technologies such as databases, computer networks, and communications; (iii) Assistance with the installation and configuration of hardware including, but not limited to, computers, hard disks, networks, and printers; (iv) Technical support, phone support, or updates to non-Stikler products or third party enabling technologies not licensed under the Agreement; or (v) Support for: (a) Software not operated on a supported hardware/operating system platform specified in the release notes or Documentation for the Software; (b) altered or modified Software; (c) problems caused by Customer's negligence, misuse, or hardware malfunction; or (d) use of the Software inconsistent with Stikler’s instructions. Stikler is not responsible for hardware changes necessitated by changes to the Software.

‍3.   CUSTOMER RESPONSIBILITIESCustomer shall provide commercially reasonable cooperation and full information to Stikler with respect to the furnishing of Support Services. Customer will designate a certain number of employees or agents that will interface with the Customer Support Center, and submit Errors, requests or support tickets (the “Technical Support Contacts”). Customer is permitted to name as many Technical Contacts as allowed pursuant to the Support Service Subscription. Customer’s non-named Technical Contacts may contact the Customer Support Center only in case of an emergency or on an exception basis, and Stikler will respond to such Error submission and cooperate with the non-named Technical Contact, subject to later verification and involvement of a named Technical Support Contact. Additional named Technical Support Contacts may be permitted upon mutual agreement of the Parties.

4.  EXCLUDED SUPPORT SERVICES. Stikler shall not be obligated to fix any Error or incident:
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a) resulting from the failure of an Authorized User to have sufficient knowledge or skill to utilize the Software; or

b) resulting from the failure of the internet or an API; or

c) where the SaaS Service is not used for its intended purpose; or

d) where the SaaS Service (including Software as applicable) has been altered, damaged, modified or incorporated into other software or services in a manner not approved by Stikler; or

e) where the SaaS Service (including Software as applicable) is a release that is no longer supported by Stikler; or

f) which is caused by Customer’s or a third party’s software or equipment or by Customer’s negligence, abuse, misapplication, or use of the SaaS Service (including Software as applicable) other than as specified in the Documentation; or

g) which would be resolved by the Customer using an Update or newer version of the SaaS Service (or Software as applicable) or by adding hardware.

If Stikler determines that it has no obligation to fix the reported incident for one of the reasons stated above, the Parties may mutually agree to enter into a separate agreement authorizing Stikler to provide additional services at Stikler’s then-current professional services rates plus expenses.

‍END OF LIFE POLICY. Customer acknowledges that new features may be added to the SaaS Service based on market demand and technological innovation. Accordingly, as Stikler develops enhanced versions of the SaaS Service, Stikler may cease to maintain and support older versions of the Software. Stikler will use commercially reasonable efforts to provide Support Services with respect to older versions of the Software that may accompany the SaaS Service. Stikler shall have no obligation to support Software outside of Stikler’s stated EOS/EOL policy for the applicable Software. Such EOS/EOL policies shall be made available to Customer either in the accompanying Documentation or upon request and are subject to update from time to time in Stikler’s reasonable discretion.