RIGHTBOUND SAAS LICENSE AGREEMENT March 2022

Version 1.0

Last Updated: March 2022

THIS SAAS LICENSE AGREEMENT (“Agreement”) CONSTITUTES A BINDING CONTRACT BETWEEN RIGHTBOUND INC., (“RightBound Inc.,”) AND THE CUSTOMER ENTITY (“Customer”) THAT ENTER(ED) INTO THE PROPOSAL (DEFINED BELOW).

A “Proposal” means as the case may be: (a) an offline proposal (in)to which this Agreement is attached or incorporated, and which is executed by both parties (“Offline Proposal”); or (b) an online proposal, which is submitted by Customer (“Online Proposal”) on RightBound’s website. References herein to the “Agreement” shall be deemed to include the Proposal.

BY ENTERING INTO THIS AGREEMENT, WHETHER BY CLICKING “I ACCEPT”, “I APPROVE” OR A SIMILAR INDICATION OF CONSENT TO THIS AGREEMENT, SIGNING A PROPOSAL THAT INCORPORATES OR LINKS OR REFERS TO THIS AGREEMENT, OR BY OTHERWISE ACCESSING OR USING THE PLATFORM (DEFINED BELOW), CUSTOMER ACKNOWLEDGES THAT IT HAS READ, UNDERSTOOD, AND AGREES TO BE BOUND BY THE FOLLOWING (THE DATE OF SUCH OCCURRENCE BEING THE “Effective Date”):

  1. THIS AGREEMENT, AND
  2. OTHER SUPPLEMENTAL TERMS AND POLICIES REFERENCED HEREIN, WHICH ARE STATED TO BE INCORPORATED INTO, AND MADE A PART OF, THIS AGREEMENT BY REFERENCE.

For the avoidance of doubt, in the case of the Proposal being an Online Proposal, then:

  1. References herein to “RightBound” shall mean RightBound, Inc;
  2. The individual who submitted the Online Proposal represents that he/she has the authority to act on behalf of the Customer, and to bind the Customer to this Agreement; and
  3. RightBound reserves the right to make changes to these terms and conditions at any time by posting the changed version at rightbound.com/tc (RightBound 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 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.

You may use our software subject to the terms below:

  1. License. Subject to the terms and conditions of this Agreement, Company hereby grants Customer a limited, non-exclusive, non-sublicensable, non-transferable and revocable license to remotely access (i.e. on a SAAS basis) the software (“Platform”) and use it as well as any documentation (“Documentation”) for the Term (as defined below) of the Agreement, solely for its own internal business purposes (“License Scope”). You may only use the Platform in accordance with the Documentation, subject to the use limitations indicated in Section 5 below and applicable laws.
  2. Services. In addition to the abovementioned licenses, 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. Any request for support shall be addressed to [email protected]. The support services and the License constitute the “Services”.
  3. Payment. The Services are conditioned on Customer’s payment in full of the applicable fees set forth in the Proposal. Unless otherwise specified in the Proposal: (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 license fees for the Platform per its sole discretion, upon 30 days prior notice to Customer, and such updated license fees shall be in effect commencing on the upcoming Renewal Term.
  4. 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. In addition, Customer warrants that it has obtained all consents required from its Permitted Users to enable Company, as part of the services provided via the Platform, to send emails to potential prospects provided to Customer via the Platform (“Prospects”) on behalf of Customer (using Permitted Users email addresses).
  5. Prohibited Uses. 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 programming, 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.
  6. 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.
  7. Intellectual Property Rights. Use of the Platform will not affect Customer’s ownership or license rights in Customer Data, including all related intellectual property rights. “Customer Data” means all information that Customer or its Permitted Users submit to the Platform. Customer grants Company a worldwide, non-exclusive license to host, copy, access, process, transmit, Customer Data (a) to maintain, provide, and improve the Platform and perform under this Agreement; (b) to prevent or address technical or security issues and resolve support requests; or; or (c) at Customer’s direction or request or as permitted inwriting by Customer. Company owns and will continue to own all right, title, and interest, including all related intellectual property rights, in and to its Confidential Information and the Platform, as well as any data relating to prospects provided to Customer via the Platform that was not independently in Customer’s possession (“Prospects Data”) , and any data generated by Company and/or created as a result of Customer’s use of the Platform (excluding Customer Data), including any enhancements, customizations, or modifications thereto. The Platform is not for sale and is the Company’s sole property. 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”), Company may use, disclose, reproduce, sublicense, or otherwise distribute and exploit the Feedback without restriction or any obligation to Customer provided that Company shall not identify Customer or any Permitted User as the source of such Feedback. It is further understood that use of Feedback, if any, may be made by Company at its sole discretion, and that Company in no way shall be obliged to make use of any kind of the Feedback or part thereof.

  1. 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.
  2. 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.
  3. 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 and in such event accept return of the affected Platform and provide a refund for any amount pre-paid by Customer for such returned Program for the remaining unused period of the license. 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. 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.
  3. EXCEPT WITH RESPECT TO BREACHES OF THE COMPANY’S OBLIGATIONS OF CONFIDENTIALITY, WILLFUL 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.
  4. Term and Termination. This Agreement shall commence on the Subscription Start Date as detailed in the Proposal and shall remain in force until the Subscription End Date (the “Initial Term”). Following the Initial Term, the Agreement shall be automatically renewed for additional twelve (12) months terms (each a “Renewal Term”), unless either Party shall provide the other party a notice of termination at least 30 days prior to the termination of the applicable term. The Initial Term and all Renewal Terms shall collectively be referred to as the “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  license 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 scope of the License 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.

  1. 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 web site, 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.
  2. 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.

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