Master Service Agreement

1. PROVISION OF SERVICES

1.1 Access to Subscription Services

Subject to Customer's compliance with this Agreement, Datagrid shall make the Subscription Services available to Customer during the Subscription Term for Customer's internal business use (including, for example, to coordinate vendors on Customer's projects) in accordance with the applicable Order.

1.2 Evolving Datagrid Technology

Subject to Section 7.2(b), Datagrid may issue Updates for the Services during the Subscription Term. Customer agrees, however, that its purchase and use of the Subscription Services are not contingent on any future functionality or features, or dependent on any oral or written statements made by Datagrid or any of its Affiliates regarding future functionality or features.

1.3 Protection of Customer Data

Datagrid shall maintain the administrative, technical, and physical safeguards set out in Appendix B of the Data Processing Addendum (“DPA”). Where Customer's use of the Subscription Services includes the processing of Customer Personal Data, such use will be governed by the DPA. Customer shall only provide to Datagrid the minimum amount of personal data necessary to enable Customer to use the Datagrid Services in accordance with this Agreement.

1.4 Beta Services

Customer may elect, at its option, to participate in any Beta Service. Customer's use of any Beta Service is subject to additional restrictions Datagrid specifies. If Customer participates in a Beta Service, it agrees to test and provide ongoing feedback about the Beta Service. Beta Services are solely for Customer's evaluation purposes and are subject to the use restrictions in Section 2.2. Unless otherwise stated, Customer's use of any Beta Service will end on the earlier of the date of such Beta Service's commercial release or the date Datagrid discontinues the Beta Service. Datagrid may change or discontinue Beta Services at any time without notice or liability. Datagrid may choose not to make Beta Services generally available. Beta Services are not “Services” and are provided “as is.” Any warranties or contractual commitments Datagrid makes for other Services do not apply to Beta Services. Datagrid and its Affiliates will have no liability or obligation for any damage or harm arising from or in connection with any Beta Service.

2. USE OF SERVICES

2.1 Customer's Responsibilities

Only Authorized Users are permitted to access and use the Services. Customer shall be solely responsible for (a) Authorized Users' compliance with this Agreement, any Order(s) issued hereunder, and any activities that occur as a result of Authorized Users' access to the Services; (b) the accuracy and quality of Customer Data, the means by which Customer acquired Customer Data, and obtaining appropriate usage rights with respect to Customer Data; (c) maintaining the confidentiality of Customer usernames, passwords, and other account information or access credentials (as applicable); and (d) ensuring Authorized Users use the Services only in accordance with the Documentation. Customer's administrative users are authorized to bind Customer relating to the Services and this Agreement. Customer shall follow all requirements under applicable law, which may include providing notice and disclosures to Authorized Users and/or Data Subjects that Customer Personal Data (as defined in the DPA) is subject to Customer's own privacy policy and other terms regarding the use or handling of Customer Personal Data as required by applicable Data Protection Law. Customer acknowledges that Datagrid does not assess the type or substance of Customer Data to identify whether it is Customer Personal Data and/or subject to any specific legal requirements. Customer shall notify Datagrid promptly upon learning of any unauthorized use of or access to the Services.

2.2 Restrictions

Customer shall not and shall not permit others to (a) make any Services available to any third party other than Customer or Authorized Users; (b) sell, resell, license, sublicense, distribute, rent, or lease any Services, or include any Services in a service bureau or outsourcing offering; (c) use the Services to store or transmit infringing, tortious, libelous, or otherwise unlawful material that violates the rights of any third party, or Harmful Code; (d) use the Services in a way that seeks to interfere with or disrupt the integrity or performance of the Services or any third-party data contained therein; (e) use the Services to exploit any Datagrid Intellectual Property Rights except as otherwise expressly permitted under this Agreement, an Order, or the Documentation; (f) frame or mirror any part of the Services, except as permitted by and in accordance with the Documentation; (g) access the Services in order to develop a competitive product or service, to benchmark with a non-Datagrid product or service, or to otherwise exploit for competitive purposes; (h) reverse engineer, copy, or modify any software included as part of the Services; (i) use the Services to store or transmit harmful, abusive, threatening, obscene, defamatory, bigoted, or otherwise objectionable material; (j) use the Services to send unsolicited communications, promotions, or advertisements in violation of any applicable anti-spam or e-privacy law, rule, or regulation; or (k) use any automated device or process, such as a robot, spider, datamining, web-scraping, or other means to circumvent, access, use, or integrate with the Services or its contents, including but not limited to other user account information.

2.3 Affiliates

Customer may designate its Affiliates as Authorized Users. Additionally, Customer's Affiliates may purchase Services by entering into a separate Order with Datagrid or Datagrid's applicable Affiliate, in which case “Customer” as is defined herein will mean that Affiliate. Each Affiliate's Order(s) are separate and distinct from Customer's and its other Affiliates' respective Orders, unless otherwise set forth on an applicable Order.

3. THIRD-PARTY APPLICATIONS

Customer may choose to use the Services with third-party platforms, products, or services, including offerings made available through Datagrid's API or App Marketplace (“Third-Party Applications”). Third Party Applications are not Datagrid Services. Customer's use of Third-Party Applications is subject to the third-party provider's terms of use. Use of Third-Party Applications with the Services may require the Third-Party Application to access Customer Data. If Customer chooses to use Third-Party Applications with the Services, Customer permits Datagrid to provide such access on Customer's behalf. Datagrid makes no warranty or guarantee with regard to any Third-Party Applications, any interoperation between the Services and Third-Party Applications, or the continued availability of Third-Party Applications.

4. FEES AND PAYMENT

4.1 Fees

Customer shall pay for the Service at the Subscription Fees as set forth in the Order (“Fees”). Except as set forth herein, all payment obligations are non-cancelable and Fees paid are non-refundable. Customer is responsible for providing complete and accurate billing and contact information to Datagrid and promptly notifying Datagrid of any changes to such information.

4.2 Non-Payment Suspension

Customer may dispute in good faith the amount on an invoice in writing before the due date of such invoice, and shall work diligently with Datagrid to promptly resolve the dispute. If Customer fails to pay any undisputed portion of a past due invoice within ten (10) calendar days after receiving notice that its account is overdue, Datagrid may, without limiting its other rights and remedies, suspend the Services until such amounts are paid in full (“Non-Payment Suspension”). Datagrid is not obligated to continue to provide Services without payment of applicable Fees.

4.3 Use of Purchase Orders

No terms of any purchase order or other form or agreement provided by Customer will modify or supplement this Agreement, regardless of any failure of Datagrid to object to such terms, and any such terms will have no force or effect.

4.4 Taxes

Fees and Overages do not include any taxes, tariffs, levies, duties, or similar governmental charges or assessments of any nature, including, value-added, sales, use, or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). Unless Customer provides Datagrid with a valid tax-exemption certificate, Customer is responsible for paying all Taxes associated with its purchases under this Agreement. If Datagrid is legally required to pay or collect Taxes for which Customer is responsible under this Section, Datagrid shall invoice Customer and Customer shall pay such amounts, unless Customer provides Datagrid with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Datagrid is solely responsible for taxes assessable against it based on its own income, property, and employees. Unless prohibited by the applicable taxing jurisdiction, the tax situs will be Customer's ship-to address as set forth in the applicable Order.

4.5 Usage Verification & Overages

(a) Usage Verification. Customer shall reasonably cooperate with and assist Datagrid or its Affiliates, as applicable, in review and verification of Customer's Usage Metric.

(b) Overages. If Customer exceeds the Usage Metrics, Customer shall pay for any usage of the Services that exceeds the Usage Metric (“Overages”). Overages will be invoiced at Datagrid's standard rates (without discount) at the time of invoicing and are payable within the timeframe set forth in the applicable Order.

4.6 Purchases Through a Reseller

If Customer purchases Services through a Reseller, the pricing and payment terms for such Services are between Customer and Reseller (“Reseller Terms”). Customer acknowledges that (a) all payments for Services procured via a Reseller will be made directly to the Reseller and in accordance with the Reseller Terms; and (b) if a Reseller notifies Datagrid of its right to terminate or suspend any Services, Datagrid may terminate or suspend such Services. Datagrid will not be liable to Customer or any third party for any liabilities, claims, or expenses arising from or relating to any applicable Reseller Terms, or Customer's relationship with any Reseller.

5. PROPRIETARY RIGHTS AND LICENSES

5.1 Customer Data

As between the Parties, Customer Data and Customer's Confidential Information are and will remain owned exclusively by Customer. Customer hereby grants Datagrid, its Affiliates, and its subprocessors a worldwide right and license to process and use Customer Data for the purposes of: (i) providing, maintaining, securing, analyzing, developing and updating Datagrid services; (ii) collecting and compiling data, insights, and information in an aggregated and/or de-identified manner that does not identify Customer, Customer Confidential Information, Authorized Users, or any individual (“Aggregated Data”); and (iii) complying with legal or regulatory obligations, enforcements, investigations, or similar proceedings. Customer acknowledges that Datagrid or its Affiliates may review Customer's use of the Subscription Services for the purpose of providing Services and verifying Customer's compliance with this Agreement. Datagrid's use of Customer Data will comply with Section 1.3 (Protection of Customer Data) and Section 6.2 (Protection of Confidential Information).

5.2 Ownership; Reservation of Rights

As between the Parties, all Intellectual Property Rights, including Intellectual Property Rights in the Services, Updates, Beta Services, Documentation, Aggregated Data, and Datagrid's Confidential Information, are and will remain owned exclusively by Datagrid and its Affiliates, as applicable. Datagrid may freely use and incorporate into Datagrid's products and services any suggestions, enhancement requests, recommendations, corrections, or other feedback provided by Customer or by any Authorized Users relating to Datagrid's products or services. Feedback and any other suggestions are provided by Customer exclusively “as is,” in Customer's sole discretion, and will not be used in Datagrid in any way that identifies Customer or Authorized Users. Unless otherwise specified in an applicable SOW, all deliverables (excluding any Customer Data contained within a given deliverable), provided in the performance of Professional Services are owned by Datagrid and will be made available as part of the Subscription Services provided under this Agreement. Nothing in this Agreement will preclude or limit Datagrid from using or exploiting any concepts, ideas, techniques, or know-how of or related to the Services. Other than as expressly set forth in this Agreement, no license or other rights in or to the Services or other Datagrid Intellectual Property Rights are granted to Customer, and all such rights are expressly reserved to Datagrid and its Affiliates.

6. CONFIDENTIALITY

6.1 Definition of Confidential Information

“Confidential Information” means all information or data disclosed by a Party or any of its Affiliates (as applicable, the “Disclosing Party”) to the other Party or any of its Affiliates (as applicable, the “Receiving Party”) that is confidential, proprietary, or otherwise not publicly available, or that reasonably should be understood to be confidential given the nature of the information or the circumstances of disclosure, whether oral or in writing, and disclosed during the Term in connection with the Services. Confidential Information includes (a) with respect to Customer, Customer Data; (b) with respect to Datagrid, the Services, pricing, and the Beta Services, including any discussions or information related to Beta Services; and (c) with respect to a Party, any technical, financial, economic, marketing, strategic, business, product, design, or operational information of such Party, including the terms of this Agreement and all Orders and SOWs. Confidential Information does not include any information that the Receiving Party can demonstrate (i) is or becomes generally known to the public without breach of this Agreement or any other agreement by the Receiving Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received from a third party without restriction on disclosure and without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reference to any Confidential Information, as demonstrated by contemporaneous written documentation.

6.2 Protection of Confidential Information

The Receiving Party shall (a) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care); (b) not use any Confidential Information for any purpose outside the scope of this Agreement; and (c) except as otherwise expressly consented to by an authorized representative of the Disclosing Party, limit access to Confidential Information to its legal counsel, accountants, and those of its and its Affiliates' employees and contractors who need that access for purposes consistent with this Agreement and who are under obligations to maintain confidentiality no less restrictive than those herein (“Authorized Recipients”). Each Party shall remain responsible for such Authorized Recipients' compliance with this “Confidentiality” Section.

6.3 Compelled Disclosure

To the extent compelled by law or legal process, the Receiving Party may disclose Confidential Information under the following conditions: (a) the Receiving Party shall give prior notice of the compelled disclosure to the Disclosing Party (to the extent legally permitted); (b) (i) if the Disclosing Party wishes to contest the compelled disclosure, the Receiving Party shall provide reasonable assistance to the Disclosing Party, at the Disclosing Party's cost, or (ii) if the Disclosing Party does not contest the disclosure, or its attempts to contest the disclosure have failed, and the Receiving Party is compelled to disclose the Disclosing Party's Confidential Information, then the Receiving Party shall disclose only the minimum information that is required to be disclosed; and (c) any Confidential Information so disclosed shall retain its confidentiality protections for all other purposes. Disclosing Party shall reimburse the Receiving Party for the reasonable costs and expenses related to the production of the Disclosing Party's Confidential Information.

7. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES, DISCLAIMERS

7.1 General Warranty

Each Party represents and warrants that it has the necessary rights to enter into this Agreement and has the legal power to do so.

7.2 Datagrid Limited Warranties

Datagrid warrants that (a) the Subscription Services will perform materially in accordance with the applicable Documentation; (b) Datagrid will not materially reduce the core functionality of the Subscription Services during the current Subscription Term; and (c) Datagrid will perform the Professional Services in a diligent and professional manner. Customer's exclusive remedy and Datagrid's entire liability for a breach of the above warranties will be, at Datagrid's option, (i) the correction of the deficient Service that caused the breach of warranty, or (ii) provision of comparable functionality. If Datagrid, as determined in its reasonable discretion, cannot accomplish (i) or (ii), then Datagrid shall terminate the deficient Service and refund to Customer any prepaid Fees for the terminated Service, prorated to cover the remaining portion of the Subscription Term following notice of the breach of warranty.

7.3 Disclaimers

Except as expressly provided herein, neither Party nor its licensors or subprocessors makes any warranty of any kind, whether express, implied, statutory, or otherwise, and each Party and its licensors and subprocessors specifically disclaim all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose, title, or non-infringement, to the maximum extent permitted by applicable law. Datagrid does not warrant that Services will be error-free or uninterrupted, or will meet Customer's requirements or expectations.

8. INDEMNIFICATION

8.1 Indemnification by Datagrid

a) Datagrid shall defend any claim brought against Customer by a third party to the extent such claim alleges that Customer's use of the Subscription Services (as authorized in this Agreement, and as provided by Datagrid to Customer) (1) infringes any valid and enforceable third-party patent, copyright, or trademark, or (2) misappropriates a third-party trade secret (a “Claim”). If a third party makes a Claim against Customer, Datagrid shall pay all damages (including reasonable attorneys' fees) finally awarded against Customer by a court of competent jurisdiction, or the settlement agreed to by Datagrid with respect to such Claim.

b) If any Claim is brought or threatened, or if Datagrid reasonably believes that the Subscription Services may become the subject of a Claim, Datagrid may, at its sole option and expense (1) procure for Customer the right to continue to use the applicable Subscription Service; (2) modify the Subscription Service to make it non-infringing; (3) replace the affected aspect of the Subscription Service with non-infringing technology having substantially similar capabilities; or (4) if Datagrid determines none of the foregoing is commercially practicable, terminate the affected Subscription Service and refund Customer any prepaid Fees related to the applicable Subscription Services prorated for the remainder of the Subscription Term.

c) Datagrid's defense and indemnity obligations do not apply to, and Datagrid will have no liability with respect to, any Claim arising in whole or part due to (1) any modification of the Subscription Services made by anyone other than Datagrid; (2) any use of the Subscription Services in combination with software, products, or services not provided by Datagrid; (3) Beta Services or Services under an Order for which there is no charge (other than discounted Services); (4) Customer's use of the Subscription Services not in compliance with this Agreement; or (5) Customer's failure to use any Update provided by Datagrid, to the extent such Update would make the Services non-infringing.

This indemnity states Datagrid's entire liability, and Customer's exclusive remedy, for any Claims as described in Section 8.1.

8.2 Indemnification by Customer

Customer shall defend any claim or regulatory action brought against Datagrid by a third party to the extent such claim relates to the Customer Data (if used by Datagrid in accordance with this Agreement) or use of the Services under this Agreement, or Third-Party Applications built by or on behalf of Customer. If a third party makes such a claim against Datagrid, Customer shall pay all damages (including reasonable attorneys' fees) finally awarded against Datagrid by a court of competent jurisdiction or the settlement agreed to by Customer with respect to such claim. This indemnity states Customer's entire liability, and Datagrid's exclusive remedy, for any third-party claims as described in this Section 8.2.

8.3 Procedure

The defense and indemnity obligations above are conditioned upon the indemnified Party providing the indemnifying Party with (a) prompt notice; (b) sole control over the defense and any settlement negotiations; and (c) all information and assistance reasonably requested by the indemnifying Party in connection with the defense or settlement of the indemnifiable claim. The indemnifying Party shall not agree to a settlement that imposes any obligation or liability on the indemnified Party without the indemnified Party's prior written consent, which will not be unreasonably withheld, conditioned, or delayed. The indemnified Party may appear in connection with such claims, at its own expense, through counsel reasonably acceptable to the indemnifying Party.

9. LIMITATION OF LIABILITY

9.1 Exclusion of Damages

Except with regard to a Party's indemnification obligations under Section 8 (“Indemnification”), neither Party nor its respective Affiliates will be liable for any loss of profits, revenues, goodwill, anticipated savings, or use, costs of substitute goods or services, business interruption, or work stoppage, or any indirect, special, incidental, exemplary, punitive, or consequential damages, however caused, and based on any theory of liability, arising out of or relating to this Agreement, whether for breach of contract, breach of warranty, tort (including negligence), product liability, or otherwise, even if such Party is advised of the possibility of such damages. The foregoing disclaimer will not apply to the extent prohibited by applicable law.

9.2 Limitation of Liability

A Party's and its respective Affiliates' aggregate cumulative liability for all damages arising out of or related to this Agreement will not exceed the applicable Fees paid or payable to Datagrid in an Order or SOW for the applicable Services and attributable to the twelve (12) month period immediately preceding the event giving rise to the liability. The existence of more than one claim will not expand this limit. The liability limitations under this Section 9.2 will not apply to (a) Customer's obligations to pay Fees due under this Agreement; (b) either Party's indemnity obligation amounts under Section 8; (c) either Party's gross negligence, willful misconduct, or fraud; or (d) either Party's negligence on-site during the performance of Professional Services that results in death or personal injury. Nothing in this Agreement excludes or limits any liability that cannot be excluded or limited under applicable law.

10. TERM AND TERMINATION

10.1 Term of Agreement

This Agreement will begin on the Effective Date and continue until terminated as permitted herein (the “Term”). If there are no active Orders, this Agreement will automatically terminate after ninety (90) days.

10.2 Subscription Term

The initial Subscription Term and any applicable renewal Subscription Term will begin and end in accordance with the start date and end date set forth in the Order.

10.3 Suspension

In the event of Customer's or an Authorized User's breach of this Agreement, including without limitation for Non-Payment Suspension or violation of the restrictions in Section 2.2, Datagrid may, in its reasonable discretion, suspend Customer's or an Authorized User's access to or use of the Subscription Services. Notwithstanding the foregoing, unless the circumstances dictate otherwise, Datagrid shall reasonably notify Customer and the Authorized User via email before taking the foregoing actions, and shall restore access once the breach has been remedied.

10.4 Termination

Either Party may terminate this Agreement or any Order or SOW upon notice if the other Party is in material breach of this Agreement, where such material breach is not cured (to the extent capable of being cured) within thirty (30) days after receiving notice of breach from the non-breaching Party, or with immediate effect where such material breach cannot be cured. For the avoidance of doubt and without limiting Datagrid's rights, Customer's noncompliance with Section 2.2 or Section 4.1 will be deemed a material breach of this Agreement. Either Party may terminate this Agreement with immediate effect if the other Party becomes the subject of a petition in bankruptcy or other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors, and such petition or proceeding is not dismissed within forty-five (45) days.

10.5 Effect of Termination

Upon the termination of this Agreement for any reason (a) unless otherwise agreed by the Parties in writing, all outstanding Orders, SOWs, and access to the Subscription Services will automatically terminate; (b) Customer and its Authorized Users shall immediately cease access and use of the Subscription Services, and (c) all Customer's outstanding payment obligations will become due and payable immediately. Following termination, Datagrid will have no obligation to maintain or provide any Customer Data, and thereafter may delete or destroy all copies of Customer Data. If Datagrid is required to retain a copy of Customer Data for legal purposes, such copy will remain subject to the confidentiality provisions of this Agreement.

10.6 Refund or Payment upon Termination

If Customer terminates this Agreement due to Datagrid's material breach, Datagrid shall refund Customer the prorated portion of prepaid Fees for the remaining Subscription Term. If Datagrid terminates this Agreement due to Customer's material breach, Customer shall promptly pay any unpaid Fees. Termination will not relieve Customer of its obligation to pay any Fees for the period prior to the effective date of termination.

10.7 Surviving Provisions

The Sections titled “Fees and Payment” (Section 4), “Proprietary Rights and Licenses” (Section 5), “Confidentiality” (Section 6), “Representations, Warranties, Exclusive Remedies, Disclaimers” (Section 7), “Indemnification” (Section 8), “Limitation of Liability” (Section 9), “Term and Termination” (Section 10), and “General Provisions” (Section 11) will survive any termination of this Agreement.

11. GENERAL PROVISIONS

11.1 Publicity

Customer agrees to participate in a press release following execution of this Agreement and upon successful implementation, naming Customer as a Datagrid customer. Customer further agrees to allow its name to be used in sales materials and user literature referencing Datagrid's customers, and to permit the use of its name, without implying endorsement, in listings of Datagrid's customers. Upon Datagrid's reasonable request, Customer will make efforts to serve as a reference account and participate in case studies or other promotional activities.

11.2 Export Control and Sanctions

Each Party shall comply with all applicable Export Control and Sanctions Laws and Regulations in connection with providing and using the Services. Without limiting the foregoing, (a) each Party represents that it is not listed on any list of entities or individuals who are restricted from receiving U.S. services or items subject to jurisdiction of U.S. Export Controls or U.S. persons transacting with it (including but not limited to the Specially Designated Nationals and Blocked Persons List and the Entity List) nor is it owned or controlled by any such listed entity or individual; (b) Customer shall not, and shall ensure that Authorized Users do not, violate any Export Control and Sanctions Laws and Regulations, or cause any such violation to occur; and (c) Customer shall not use or cause any person to use the Services to store, retrieve, or transmit technical data controlled under the U.S. International Traffic in Arms Regulations.

11.3 Applicable Law & Anti-Corruption

Each Party shall comply with applicable laws in performance of this Agreement. Neither Party has promised, made, or received any bribe, kickback, or other similar payment or transfer of value from or to any director, officer, employee, agent, or other representative of the other Party in connection with this Agreement. Reasonable and lawful gifts, entertainment, sponsorships, and donations do not violate the above restriction.

11.4 U.S. Government Rights

If Customer, or any Authorized User, is a branch, agency, or instrumentality of the United States Government, the following provision applies: The Services and Documentation comprise “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212 and are provided to the Government (a) for acquisition by or on behalf of civilian agencies, consistent with the policy in 48 C.F.R. 12.212; or (b) for acquisition by or on behalf of units of the Department of Defense, consistent with the policies in 48 C.F.R. 227.7202-1 and 22.7202-3. The rights of the U.S. Government to use, commercial computer software, commercial computer software documentation, and technical data furnished in connection with this Agreement are solely as provided in this Agreement. No additional rights are provided to the Government unless set forth in a separate written addendum.

11.5 Governing Law & Venue

This Agreement is governed by and construed in accordance with the laws of the State of California and the venue for dispute resolution is Los Angeles County, California, in all cases without reference to conflict of law rules of any jurisdiction. The provisions of the United Nations Convention of Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Acts will not apply to this Agreement in any manner whatsoever.

11.6 Dispute Resolution

The Parties shall attempt in good faith to promptly resolve any disputes arising out of or relating to this Agreement by negotiation between representatives of each Party with the authority to resolve such dispute. If the Parties are unsuccessful in reaching resolution after a reasonable time, such dispute will be submitted to final and binding arbitration. Notwithstanding the foregoing, neither Party is required to arbitrate claims (a) where all named parties seek monetary relief which, in the aggregate, qualifies as a claim that meets the requirements of an applicable small claims court; or (b) seeking injunctive relief. However, if a small claim is transferred, removed, or appealed to a different court, either Party may require that the claim be submitted to final binding arbitration. Any arbitration will take place on an individual basis. If the Parties participate in arbitration, the Parties waive the right to participate in a class, consolidated, or representative action or arbitration, and the right to a trial by jury. If this class action waiver is deemed unenforceable, the class claim will be brought in a court of competent jurisdiction.

Arbitration will be conducted in English and administered in accordance with the International Arbitration Rules of the International Centre for Dispute Resolution in Los Angeles County, California. Except as required by law, each Party, and its representatives, shall not disclose the existence, content, or results of any arbitration without the other Party's prior written consent.

The arbitrator is not empowered to award damages in excess of compensatory damages and each Party hereby irrevocably waives any right to recover such damages with respect to any dispute resolved by arbitration. The decision of the arbitrator will be in accordance with this Agreement and will be binding upon the Parties. Each Party hereby waives any right it may otherwise have under the laws of any jurisdiction to any form of appeal. Judgment upon the award rendered may be entered in and enforced by any court of competent jurisdiction having jurisdiction over both Parties. This Agreement governs if there is a conflict with the International Arbitration Rules of the International Centre for Dispute Resolution.

11.7 Notices

Notices to Customer will be delivered via email or overnight delivery at the address associated with the Order. Notices to Datagrid will be delivered via email to legalnotice@procore.com or by overnight delivery to Datagrid AI, Inc. (a subsidiary of Procore Technologies, Inc.), Attention Chief Legal Officer, 6309 Carpinteria Ave., Carpinteria, CA 93013 USA. All notices must be in writing and will be effective when received.

11.8 Force Majeure

Neither Party will be liable for any failure or delay in its performance under this Agreement to the extent due to any cause beyond its reasonable control (a “Force Majeure Event”). The Party suffering a Force Majeure Event shall use reasonable efforts to mitigate against the effects of such Force Majeure Event and shall resume performance as soon as practicable following the Force Majeure Event.

11.9 Assignment

Each Party shall not assign this Agreement, in whole or part, or any right or interest herein, without the other Party's prior written consent, not to be unreasonably withheld, and any purported assignment without such consent will be void. However, either Party may assign this Agreement without consent to an Affiliate, or in connection with a merger, consolidation, corporate reorganization, sale of all or substantially all of its assets or business, or other change-of-control transaction. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Assignment will not relieve Customer of its obligation to pay Fees incurred before the assignment.

11.10 Relationship of the Parties

The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties.

11.11 Entire Agreement; Order of Precedence

This Agreement (together with any Orders, SOWs, and linked terms) contains the entire understanding and agreement of the Parties concerning the subject matter hereof and supersedes all prior or contemporaneous communications, representations, agreements, and understandings, either oral or written, between the Parties with respect to its subject matter. Datagrid may modify this Agreement by posting the updated version to https://www.datagrid.com/legal-terms (or any successor site). Continued use of the Services after notice constitutes consent to such updates. Except as stated in this Section 11.11, this Agreement will only be amended or waived by a writing signed by both Parties. In the event of any conflict or inconsistency between or among the following documents, the order of precedence will be: (1) the DPA, (2) the Order, (3) SOW, (4) this Agreement, and (5) any links provided herein. Any amendment will take precedence over the document it amends.

11.12 Miscellaneous

If a provision of this Agreement is unenforceable or invalid, the provision will be revised so as to best accomplish the objectives of the Parties as evidenced by this Agreement, and the remainder of this Agreement will continue in full force. The English language version of this Agreement will be the version used when interpreting or construing this Agreement. Any notices in connection with this Agreement must be provided in English. Either Party's failure to enforce any right under this Agreement will not waive that right. There are no third-party beneficiaries to this Agreement, and Customer acknowledges that Datagrid will have no obligations or liability whatsoever to any third parties with which Customer does business.

12. DEFINITIONS

12.1 “Affiliate” means an entity that controls, is controlled by, or is under common control of a Party, where “control” means ownership or control, directly or indirectly, of more than fifty percent (50%) of the voting interest.

12.2 “Authorized User” means any individual or agent authorized by Customer to access or use the Services.

12.3 “Beta Services” means Datagrid services, features, or functionality designated as beta, pilot, limited release, preview, non-production, pre-release, or similar.

12.4 “Customer Data” means any content, data, information, Personal Data, and other materials submitted by Customer or an Authorized User to the Subscription Services. Customer Data excludes Aggregated Data, publicly available sources, and feedback.

12.5 “Datagrid” means Datagrid AI, Inc. and its Affiliates.

12.6 “Documentation” means all official Datagrid-provided user guides applicable to the Services, accessible at https://docs.datagrid.com/.

12.7 “Export Control and Sanctions Laws and Regulations” means all applicable laws and regulations controlling export, re-export, or in-country transfer of goods, technology, software, or services, or imposing trade/financial sanctions.

12.8 “Intellectual Property Rights” means all rights, title, and interest in all intellectual property, including patents, copyrights, trade secrets, mask works, trademarks, and other intellectual property rights of any sort throughout the world.

12.9 “Order Form” or “Order” means the proposal, quote, or order document specifying the services and fees for which Customer is subscribing.

12.10 “Professional Services” means implementation, technical, consulting, training, and similar services provided by or through Datagrid or its Affiliates.

12.11 “Reseller” means a third party authorized by Datagrid or its Affiliates to promote, distribute, and/or resell the Services.

12.12 “Service(s)” means collectively, as applicable, the Subscription Services, Support Services, and Professional Services.

12.13 “SOW” means a statement of work executed by the Parties describing Professional Services.

12.14 “Subscription Fees” means the amount listed in an Order Form for the Subscription Services.

12.15 “Subscription Services” means the Datagrid software-as-a-service, and all associated Updates, offered on a subscription basis.

12.16 “Subscription Term” means the entire period during which Customer is entitled to use the Subscription Services, including the Initial Term and any applicable Renewal Terms.

12.17 “Support Services” means Datagrid's customer support for the Subscription Services described in Exhibit A.

12.18 “Updates” means all updates, enhancements, and other modifications that Datagrid makes generally available, at no additional charge, to its customers of the Subscription Services.

Exhibit A – Subscription Support and Service Level Policy

SUPPORT

Datagrid support consists of Preventive Support and Error Correction during normal business hours.

Preventive Support

Datagrid will use reasonable efforts to prevent Service failures by (i) advising Customer of relevant issues affecting other users; (ii) performing necessary remedial work; (iii) proactively remedying security vulnerabilities; and (iv) reviewing Service data to preempt potential problems.

Error Correction

Customer may report defects via email at support@datagrid.com. Defects are classified as follows: