RIGHTBOUND SAAS LICENSE AGREEMENT

Version 3.0

Last Updated: April 2024

Archived Version January 2023

Archived Version March 2022

THIS SAAS AGREEMENT (“AGREEMENT“) IS A LEGAL CONTRACT BETWEEN YOU (“YOU” OR “CUSTOMER“) AND RIGHTBOUND INC. (“COMPANY”, “RIGHTBOUND” OR “WE“) (EACH, AS A “PARTY” AND COLLECTIVELY, AS THE “PARTIES”). BY CLICKING “I ACCEPT”, “I APPROVE” OR A SIMILAR INDICATION OF CONSENT TO THIS AGREEMENT OR BY OTHERWISE ACCESSING OR USING THE PLATFORM (DEFINED BELOW), THE CUSTOMER ACKNOWLEDGES THAT IT HAS READ, UNDERSTOOD, AND AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT (THE DATE OF SUCH OCCURRENCE BEING THE “EFFECTIVE DATE”).

BY AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT, YOU ALSO REPRESENT THAT YOU: (I) HAVE THE AUTHORITY TO ACT ON BEHALF OF AND BIND YOUR COMPANY OR OTHER LEGAL ENTITY TO THESE TERMS; (II) ARE BINDING YOUR COMPANY OR OTHER LEGAL ENTITY TO THESE TERMS, IN WHICH CASE THE TERMS “CUSTOMER” AND “YOU” IN THIS PARAGRAPH REFER TO SUCH ENTITY; AND (III) WAIVE ANY RIGHTS OR REQUIREMENTS UNDER ANY LAWS OR REGULATIONS IN ANY JURISDICTION WHICH REQUIRE AN ORIGINAL (NON-ELECTRONIC) SIGNATURE OR DELIVERY OR RETENTION OF NON-ELECTRONIC RECORDS, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW.

IF YOU DO NOT WISH TO BE BOUND BY THE TERMS OF THIS AGREEMENT OR DO NOT HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOUR COMPANY OR OTHER LEGAL ENTITY DO NOT ACCEPT THIS AGREEMENT AND DO NOT ACCESS AND/OR USE THE PLATFORM.

For convenience, here are some key points:

RightBound Platform is intended for Autonomous B2B Prospecting.
The usage of the Platform is subject to certain restrictions.
In order to access and use the Platform, you will have to create an account.
You represent and warrant that you own or have the necessary rights and permissions to use the Platform.
Fees are non-refundable.
The Services are provided to you “AS IS” without any warranty of any kind.

RightBound reserves the right to make changes to these terms and conditions at any time by posting the changed version at https://rightbound.com/tc/ (Company may – but is not obligated to – also provide notice by sending an email to any address Customer may have used to register for the Platform, or through other similar mechanisms.) Such changes will be effective ten (10) days after such posting, and the Customer’s continued use of the Platform thereafter shall constitute Customer’s acceptance of such changes. In such cases, we will also update the “Last Updated” date and “Version” number set forth above. Please check the above webpage regularly for any changes to this these terms and conditions.

Access Right. Subject to the terms and conditions of this Agreement, Company hereby grants Customer a limited, non-exclusive, non-sublicensable, non-transferable, and revocable right to remotely access (i.e. on a SaaS basis) and/or use the Company’s software-as-a-service platform (the “Platform”), as well as any documentation (“Documentation“), during the Subscription Term (as defined below), solely for Customer’s internal purposes (collectively, the “Subscription Scope“). You may only use the Platform in accordance with the Documentation, subject to the use limitations specified in this Agreement, the Subscription Order, and applicable laws and regulations. For purposes hereof, a “Subscription Order” shall mean an electronic form this Agreement is attached or incorporated to, and agreed to by Customer by clicking and/or execution, as applicable.
Additional Purchases. Purchases of access to additional features and/or purchases of additional volume of subscription to the Platform (collectively, “Additional Purchases“), shall be made by a new subscription order agreed to be Customer by clicking and/or execution (as applicable), in each case according to the pricing agreed between the Parties. If Additional Purchases take effect during a Subscription Term, the Subscription Fees and the term therefor will be prorated to be coterminous with said Subscription Term.
Customer Account. The Platform may only be used through a Customer account (the “Account”). Such Account may be accessed solely by Customer’s employees or service providers who are explicitly authorized by Customer to use the Platform (each, a “Permitted User”). Customer will ensure that the Permitted Users keep the Account login details secure at all times and comply with the terms of this Agreement; and will be fully responsible for any breach of this Agreement by a Permitted User. Unauthorized access or use of the Account or the Platform must be immediately reported to the Company. .
Support Services. In addition to the abovementioned, We will provide Customer the following support services: a dedicated account manager to respond, during Company’s business hours to any Platform-related and support and technical queries which may arise; all in accordance with the terms of the Service Level Agreement available at this link https://rightbound.com/SLA/. Any request for support shall be addressed to [email protected]. The Platform and the support services and the Platform constitute the “Services”.
Subscription Fees. Customer shall pay Company the Subscription fees specified in the Subscription Order (“Subscription Fees“).

If Subscription Fees are paid through: (i) Customer’s credit card – Customer hereby authorizes Company to use a third party payment service provider to collect and process Customer’s payment information; (ii) other means of payment – Company will send the applicable invoice to Customer.

Unless otherwise specified in the Subscription Order: (i) Customer will pay all amounts due under this Agreement in U.S. Dollars currency, (ii) all amounts invoiced hereunder are due and payable within thirty (30) days of the date of the invoice, and (iii) all fees and other amounts paid hereunder are non-refundable.

Any amount not paid when required to be paid hereunder shall accrue interest on a daily basis until paid in full at the lesser of: (i) the rate of one and a half percent (1.5%) per month; or (ii) the highest amount permitted by applicable law.

All amounts payable under this Agreement are exclusive of all sales, use, value-added, withholding, and other direct or indirect taxes, charges, levies and duties.

Company may update its then current fees per its sole discretion, upon prior notice to Customer, and such updated fees shall be in effect commencing on the upcoming Renewal Subscription Term.

Credits. If the Subscription Order offers the purchase and/or redeem of credits for use of the Platform (“Credits“), Customer hereby acknowledges that: (i) Credits have no cash value and are not redeemable for cash or any other equivalent currency; (ii) payments for Credits are non-refundable; (iii) Credits will reset every thirty (30) calendar days.
Subscription Restrictions. Except as specifically permitted herein, without the prior written consent of the Company, Customer must not, and shall not allow any Permitted User or any third party to, directly or indirectly: (i) copy, modify, create derivative works of or, resale and/or distribute any part of the Platform (including by incorporation into its products), including Prospects Data (as defined below); (ii) sell, license (or sub-license), lease, assign, transfer, pledge, or share Customer’s rights under this Agreement with any third party; (iii) use any “open source” or “copyleft software” in a manner that would require the Company to disclose the source code of the Platform to any third party; (iv) disclose the results of any testing or benchmarking of the Platform to any third party; (v) disassemble, decompile, reverse engineer or attempt to discover the Platform’s source code or underlying algorithms; (vi) use the Platform, including any Prospects Data, in a manner that violates or infringes any rights of any third party, including but not limited to, privacy rights, publicity rights or intellectual property rights; (vii) remove or alter any trademarks or other proprietary notices related to the Platform; (viii) circumvent, disable or otherwise interfere with security-related features of the Platform or features that enforce use limitations; (ix) export, make available or use the Platform, including any Prospects Data, in any manner prohibited by applicable laws (including without limitation export control laws); and/or (x) transmit any malicious code (i.e., software viruses, Trojan horses, worms, malware or other computer instructions, devices, or techniques that erase data or programing, infect, disrupt, damage, disable, or shut down a computer system or any component of such computer system) or other unlawful material in connection with our Product.
Mutual Warranties. Each Party represents and warrants that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization; and that the execution and performance of this Agreement will not conflict with other agreements to which it is bound or violate applicable law.
Intellectual Property Rights. The Platform is not for sale and is the Company’s sole property. All right, title, and interest, including any intellectual property rights evidenced by or embodied in, attached, connected, and/or related to the Platform and any and all improvements and derivative works thereof, as well as any data relating to prospects provided to Customer via the Platform as well as any data generated by Company and/or created as a result of Customer’s use of the Platform (“Prospects Data”) are and shall remain owned solely by Company or its licensors. This Agreement does not convey to Customer any interest in or to the Platform or Prospects Data other than a limited right to use the Platform and Prospects Data in accordance with Section 1 above. Nothing herein constitutes a waiver of the Company’s intellectual property rights under any law.

If Company receives any feedback (e.g., questions, comments, suggestions, or the like) regarding any of the Services (collectively, “Feedback”), all rights, including intellectual property rights in such Feedback shall belong exclusively to Company and that such shall be considered Company’s Confidential Information and Customer hereby irrevocably and unconditionally transfers and assigns to Company all intellectual property rights it has in such Feedback and waives any and all moral rights that Customer may have in respect thereto. It is further understood that the use of Feedback, if any, may be made by the Company at its sole discretion and that the Company in no way shall be obliged to make use of any kind of the Feedback or part thereof.

Confidentiality. Each Party may have access to certain non-public and/or proprietary information of the other Party, in any form or media, including without limitation trade secrets and other information related to the products, software, technology, data, know-how, or business of the other Party, and any other information that a reasonable person should have reason to believe is proprietary, confidential, or competitively sensitive (the “Confidential Information”). The Documentation as well as Prospects Data shall be considered as Company’s Confidential Information hereunder. Each Party shall take reasonable measures, at least as protective as those taken to protect its own confidential information, but in no event less than reasonable care, to protect the other Party’s Confidential Information from disclosure to a third party. The receiving party’s obligations under this Section, with respect to any Confidential Information of the disclosing party, shall not apply to and/or shall terminate if such information: (a) was already lawfully known to the receiving party at the time of disclosure by the disclosing party; (b) was disclosed to the receiving party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the receiving party has become, generally available to the public; or (d) was independently developed by the receiving party without access to, or use of, the disclosing party’s Confidential Information. Neither Party shall use or disclose the Confidential Information of the other Party except for performance of its obligations under this Agreement (“Permitted Use”). The receiving party shall only permit access to the disclosing party’s Confidential Information to its respective employees, consultants, affiliates, agents and subcontractors having a need to know such information in connection with the Permitted Use, who either (i) have signed a non-disclosure agreement with the receiving party containing terms at least as restrictive as those contained herein or (ii) are otherwise bound by a duty of confidentiality to the receiving party at least as restrictive as the terms set forth herein. The receiving party will be allowed to disclose Confidential Information to the extent that such disclosure is required by law or by the order or a court of similar judicial or administrative body, provided that it notifies the disclosing Party of such required disclosure to enable disclosing party to seek a protective order or otherwise prevent or restrict such disclosure. All right, title and interest in and to Confidential Information are and shall remain the sole and exclusive property of the disclosing Party. Except as expressly set forth in this Agreement, within five (5) days after receiving any request by the Disclosing Party, the Receiving Party shall, to the extent reasonably possible, destroy (including delete) or deliver to the Disclosing Party, at the Disclosing Party’s option, all materials in the Receiving Party’s possession or control that contain any of the Disclosing Party’s Confidential Information, except that the Receiving Party may keep a copy of the Disclosing Party’s Confidential Information if required for its records to establish its compliance with this Agreement. Upon request, the Receiving Party will provide the Disclosing Party a written certification of the Receiving Party’s compliance with Receiving Party’s obligations under the preceding sentence. Subject to the rights granted in this Agreement, all right, title, and interest in and to the Confidential Information are and shall remain the sole and exclusive property of the Disclosing Party.
Third Party Services and Links. The Platform may require integration with selected third-party software applications (“Third Party Services”). When Customer enables integrations with Third Party Services, Customer authorizes Company to access, store and use information or data from its Account with the Third Party Services as reasonably necessary to: (i) provide the applicable Services; (ii) improve the quality of any BI data provided to Customer; and (iii) derive any insights about Customer’s sales practices that will be aggregated and anonymized for internal research and development purposes, industry benchmarking, and may be published, displayed or distributed as part of the Services in anonymized form. Customer owns and shall retain all right, title, and interest in its data originating from the Third Party Services. Customer represents and warrants that it has the authority to provide Company with such access and that doing so will not violate Customer’s agreement with the Third Party Services. Company assumes no responsibility for and disclaims any liability or obligations with respect to Third Party Services that are provided pursuant to the terms of the applicable third-party’s terms or separate agreement between Customer and the applicable third-party.

The Platform may contain links to third party websites that are not owned or controlled by Company. Company has no control over, and assumes no responsibility for the content, privacy policies or practices of third party websites. Customer expressly releases Company from any and all liability arising from your use of any third party website. Accordingly, Company encourages Customer to read the terms and conditions and privacy policy of each third party website that Customer may choose to visit.

Privacy. Company and Customer shall each comply with their relevant obligations for the protection of privacy under applicable laws. To the extent the Customer is required under applicable laws to enter into a data processing agreement (a “DPA”) or any other data related agreement with Company, Customer shall request such DPA and/or other data related agreement from the Company by email to [email protected] and return it signed to Company as described therein.
Indemnification. Company acknowledges and agrees to defend, at its expense, any third party action or suit brought against Customer alleging that the Platform, when used as permitted under this Agreement, infringes intellectual property rights of a third party (“IP Infringement Claim”); and the Company will pay any damages awarded in a final judgment against the Customer that are attributable to any such claim, provided that (i) the Customer promptly notifies Company in writing of such claim; and (ii) the Customer grants Company the authority to handle the defense or settlement of any such claim and provides Company with all reasonable information and assistance, at Company’s expense. Company will not be bound by any settlement that the Customer enters into without Company’s prior written consent.

If the Platform becomes, or in Company’s opinion is likely to become, the subject of an IP Infringement Claim, then Company may, at its sole discretion: (a) procure for the Customer the right to continue using the Program; (b) replace or modify the Program to avoid the IP Infringement Claim; or (c) if options (a) and (b) cannot be accomplished despite Company’s reasonable efforts, then the Company may terminate this Agreement upon written notice to Customer, and Customer shall be entitled to receive a pro-rated refund of any prepaid Subscription Fees based on the remaining period of the corresponding Subscription Term. Notwithstanding the foregoing, Company shall have no responsibility for IP Infringement Claims resulting from or based on: (i) modifications to the Platform made by a party other than Company or its designee; (ii) the Customer’s failure to implement software updates provided by Company specifically to avoid infringement; or (iii) combination or use of the Platform with equipment, devices or software not supplied or authorized by Company or not in accordance with the Documentation.

This Section states Company’s entire liability, and Customer’s exclusive remedy, for claims or alleged or actual infringement.

1. LIMITED WARRANTIES. The Company represents and warrants that, under normal authorized use, the Platform shall substantially perform in conformance with its Documentation. As the Customer’s sole and exclusive remedy and the Company’s sole liability for breach of this warranty, the Company shall use commercially reasonable efforts repair the Platform. The warranty set forth shall not apply if the failure of the Platform results from or is otherwise attributable to: (i) repair, maintenance or modification of the Platform by persons other than the Company or its authorized contractors; (ii) accident, negligence, abuse or misuse of the Platform; (iii) use of the Platform other than in accordance with the Documentation; (iv) Customer’s failure to implement software updates provided by the Company specifically to avoid such failure; or (v) the combination of the Platform with equipment or software not authorized or provided by the Company. OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM, ANY PROSPECTS DATA OR OTHER OUTPUT AND SERVICES ARE PROVIDED ON AN “AS IS” BASIS. THE COMPANY DOES NOT WARRANT THAT THE PLATFORM, THE PROSPECTS DATA, OTHER OUTPUT AND/OR THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS. EXCEPT AS SET FORTH IN SECTION 6 AND THIS SECTION 11, THE COMPANY EXPRESSLY DISCLAIMS ALL EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, TITLE, NON- INFRINGEMENT, NON-INTERFERENCE, FITNESS FOR A PARTICULAR PURPOSE.
2. LIMITATION OF LIABILITY. THE COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, REPUTATION, OR PROFITS, DATA, OR DATA USE. EXCEPT WITH RESPECT TO BREACHES OF THE COMPANY’S OBLIGATIONS OF CONFIDENTIALITY, WILFULL MISCONDUCT OR INDEMNIFICATION OBLIGATION, COMPANY’S MAXIMUM LIABILITY FOR ANY DIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNTS ACTUALLY PAID TO COMPANY IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.

Term and Termination. This Agreement shall commence on the Effective Date and shall remain in force for the duration of the initial subscription period specified in the Subscription Order (the “Initial Subscription Term”). Following the Initial Subscription Term, the Agreement shall be automatically renewed for successive Subscription Terms of equal length (each a “Renewal Subscription Term”), unless either Party shall provide the other party a notice of termination at least: (i) for a monthly subscription – five (5) days; (ii) for a yearly subscription – thirty (30) days, prior to the termination of the applicable term. The Initial Subscription Term and all Renewal Subscription Terms shall collectively be referred to as the “Subscription Term”.

For clarity, the Company will not provide the Customer with any refund if the Customer decides to stop using and/or does not use the Platform during the Subscription Term.

Either Party may terminate this Agreement with immediate effect if the other Party materially breaches this Agreement and such breach remains uncured fifteen (15) days after having received written notice thereof.

Upon termination or expiration of this Agreement: (i) the Platform access right granted to Customer under this Agreement shall expire, and Customer shall discontinue any further use and access thereof; (ii) Customer shall immediately delete and dispose of all copies of the Documentation in Customer’s or any of its representatives’ possession or control; and (iii) any sums paid by Customer until the date of termination are non-refundable, and Customer shall not be relieved of its duty to discharge in full all due sums owed by Customer to Company under this Agreement until the date of termination or expiration hereof. Notwithstanding the foregoing, Customer shall be entitled to continue to use the Prospects Data following the termination of the Agreement, solely within the Subscription Scope as detailed in Section 1 above and subject to the restrictions and conditions for use as set forth in this Agreement.

The provisions of this Agreement that, by their nature and content, must survive the termination of this Agreement in order to achieve the fundamental purposes of this Agreement shall so survive. The termination of this Agreement shall not limit either Party from pursuing any other remedies available to it under applicable law.

Customer Reference. Solely upon Customer’s prior written approval, may Company use Customer’s name and logo to identify Customer as a customer of Company and user of the Platform, on Company’s website, presentations, case studies documents, videos, marketing materials, or otherwise. Company shall require Customer’s written approval in order to mention Customer’s business results in any of the foregoing.
Miscellaneous. This Agreement – including any Proposals, and any references made therein – represents the complete agreement concerning the subject matter hereof and may be amended only by a written agreement executed by both Parties. The failure of either Party to enforce any rights granted hereunder or to take action against the other Party in the event of any breach hereunder shall not be deemed a waiver by that Party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. Any use of the Platform by an agency, department, or other entity of the United States government shall be governed solely by the terms of this Agreement. Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, which consent may not be unreasonably withheld or delayed. Notwithstanding the foregoing, this Agreement may be assigned by either Party in connection with a merger, consolidation, sale of all of the equity interests of the Party, or a sale of all or substantially all of the assets of the Party to which this Agreement relates. This Agreement shall be governed by and construed under the laws of the State of Delaware, without reference to principles and laws relating to the conflict of laws. The competent courts of the State of Delaware shall have the exclusive jurisdiction with respect to any dispute and action arising under or in relation to this Agreement. This Agreement does not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the Parties. The Company will not be liable for any delay or failure to provide the Services resulting from circumstances or causes beyond the reasonable control of the Company. This Agreement may be executed in electronic counterparts, each of which counterpart, when so executed and delivered, shall be deemed to be an original, and all of which counterparts, taken together, shall constitute but one and the same agreement.