End User License Agreement

Definitions

For purposes of this Agreement, the following terms have the meanings set forth below:

• "Authorized User" means an individual who is authorized by Customer to use the Platform under Customer's account.
• "Customer Data" means any data, content, code, video, images, or other materials of any type that Customer uploads to or transmits through the Platform.
• "Documentation" means the user guides, technical documentation, and other materials provided by Company relating to the Platform.
• "Partner" means an authorized reseller, distributor, or implementation partner of the Company who has entered into a separate agreement with Company to resell or distribute the Platform.
• "Subscription Term" means the period during which Customer has paid for access to the Platform, as specified in the applicable order form or invoice.

License Grant and Scope

2.1 Grant of License

Subject to the terms and conditions of this Agreement and Customer's payment of applicable fees, Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform during the Subscription Term solely for Customer's internal business purposes. This license includes the right for Customer to permit Authorized Users to access and use the Platform on Customer's behalf.

2.2 License Restrictions

Customer shall not, and shall not permit any third party to:

• Copy, modify, or create derivative works of the Platform or Documentation;
• Reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Platform;
• Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Platform to any third party;
• Remove, delete, alter, or obscure any trademarks, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Platform;
• Use the Platform in any manner that could damage, disable, overburden, impair, or interfere with Company's systems or networks;
• Use the Platform in violation of any applicable law, regulation, or third-party right;
• Attempt to gain unauthorized access to the Platform or its related systems or networks.

2.3 Partner Sales

If Customer purchases access to the Platform through a Partner, Customer acknowledges that: (a) the Partner acts as an independent contractor and not as an agent of Company; (b) Company is not responsible for any acts or omissions of the Partner; (c) the Partner may have its own terms and conditions applicable to the purchase transaction; and (d) Company's sole obligation is to provide the Platform services as described herein. Any disputes regarding pricing, billing, or payment terms with a Partner shall be resolved directly between Customer and the Partner.

Customer Obligations

3.1 Account Security

Customer is responsible for maintaining the confidentiality of account credentials and is fully responsible for all activities that occur under Customer's account. Customer agrees to immediately notify Company of any unauthorized use of Customer's account or any other breach of security. Company will not be liable for any loss or damage arising from Customer's failure to comply with this section.

3.2 Acceptable Use

Customer agrees not to use the Platform to:

• Transmit any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable material;
• Impersonate any person or entity or falsely state or otherwise misrepresent affiliation with a person or entity;
• Transmit any material that contains viruses, trojan horses, worms, time bombs, or other harmful computer code;
• Interfere with or disrupt the Platform or servers or networks connected to the Platform;
• Violate any applicable local, state, national, or international law;
• Collect or store personal data about other users without their express consent.

3.3 Compliance with Laws

Customer is solely responsible for ensuring that its use of the Platform complies with all applicable laws, regulations, and industry standards, including but not limited to data protection laws (such as GDPR, CCPA), payment card industry standards (PCI DSS), consumer protection laws, and eCommerce regulations. Customer shall maintain all necessary licenses, permits, and authorizations required for its business operations.

Fees and Payment

4.1 Subscription Fees

Customer agrees to pay all applicable subscription fees as specified in the order form, invoice, or Partner agreement. Unless otherwise specified, fees are quoted and payable in United States Dollars or Euros. All fees are non-refundable except as expressly provided in this Agreement.

4.2 Payment Terms

Fees are due and payable in accordance with the payment terms specified in the applicable order form or invoice. If no payment terms are specified, payment is due within thirty (30) days of the invoice date. For subscriptions purchased through Partners, payment terms shall be as agreed between Customer and the Partner. Late payments may be subject to interest charges at the rate of 1.5% per month or the maximum rate permitted by law, whichever is less.

4.3 Taxes

All fees are exclusive of taxes, levies, duties, or similar governmental assessments of any nature, including value-added, sales, use, or withholding taxes (collectively, "Taxes"). Customer is responsible for paying all Taxes associated with its purchases hereunder, except for taxes based on Company's net income. If Company is required to collect or pay Taxes, the Taxes will be invoiced to Customer and Customer shall pay such Taxes unless Customer provides Company with a valid tax exemption certificate.

4.4 Fee Changes

Company reserves the right to change subscription fees upon renewal of the Subscription Term. Company will provide at least thirty (30) days' notice of any fee increases. If Customer does not agree to the fee increase, Customer may terminate this Agreement as provided in Section 9 (Termination).

Intellectual Property Rights

5.1 Company's Rights

The Platform, including all software, technology, designs, templates, interfaces, graphics, and Documentation, and all intellectual property rights therein, are and shall remain the exclusive property of Company and its licensors. Customer acknowledges that it is obtaining only a limited license to use the Platform and that no ownership rights are being conveyed under this Agreement. Company reserves all rights not expressly granted to Customer in this Agreement.

5.2 Customer Data

As between Company and Customer, Customer retains all rights, title, and interest in and to Customer Data. Customer grants Company a worldwide, non-exclusive, royalty-free license to use, copy, store, transmit, display, and modify Customer Data solely to the extent necessary to provide the Platform to Customer. Customer represents and warrants that it has all necessary rights to grant this license and that Customer Data does not infringe or violate any third-party rights.

5.3 Feedback

If Customer provides Company with any suggestions, enhancement requests, recommendations, or other feedback regarding the Platform ("Feedback"), Company shall be free to use, disclose, reproduce, license, and otherwise distribute and exploit such Feedback without any obligations or restrictions of any kind on account of intellectual property rights or otherwise.

Data Protection and Privacy

6.1 Privacy Policy

Company's collection and use of personal information in connection with the Platform is governed by Company's Privacy Policy, which is incorporated into this Agreement by reference. Customer is responsible for ensuring that its use of the Platform, including its collection, use, and processing of personal data, complies with all applicable privacy and data protection laws.

6.2 Data Processing

To the extent Customer Data includes personal data subject to data protection laws (such as GDPR or CCPA), the parties agree that Customer is the data controller and Company is the data processor. Company will process personal data only in accordance with Customer's documented instructions and as necessary to provide the Platform. Company will implement appropriate technical and organizational measures to protect personal data against unauthorized or unlawful processing and against accidental loss, destruction, or damage.

6.3 Data Security

Company will maintain administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Data. However, Customer acknowledges that no security measures are perfect and Company cannot guarantee that Customer Data will be secure from unauthorized access or disclosure.

6.4 Data Breach Notification

Company will notify Customer without undue delay after becoming aware of any unauthorized access to or disclosure of Customer Data (a "Security Incident"). Company will reasonably cooperate with Customer in investigating and remediating any Security Incident and will provide Customer with information reasonably necessary for Customer to meet any notification obligations under applicable law.

Warranties and Disclaimers

7.1 Limited Warranty

Company warrants that the Platform will perform substantially in accordance with the Documentation under normal use and circumstances during the Subscription Term. Company's sole obligation and Customer's exclusive remedy for breach of this warranty shall be for Company to use commercially reasonable efforts to correct the non-conformity or, if Company cannot correct the non-conformity, to terminate this Agreement and refund to Customer any prepaid fees for the remainder of the Subscription Term.

7.2 Disclaimer of Warranties

7.3 Third-Party Services

The Platform may integrate with or provide access to third-party services, websites, or content ("Third-Party Services"). Company does not control Third-Party Services and is not responsible for their content, functionality, or availability. Customer's use of Third-Party Services is governed by the terms and conditions of those services, and Customer uses them at its own risk. Company disclaims all liability arising from Customer's use of Third-Party Services.

Limitation of Liability

8.1 Exclusion of Consequential Damages

8.2 Cap on Liability

8.3 Exceptions

The limitations in this Section 8 do not apply to: (a) Customer's breach of Section 2 (License Grant and Scope); (b) Customer's breach of Section 5 (Intellectual Property Rights); (c) Customer's indemnification obligations under Section 10 (Indemnification); or (d) liability that cannot be excluded or limited under applicable law.

Termination

9.1 Termination for Convenience

Customer may terminate this Agreement at any time by providing written notice to Company and ceasing all use of the Platform. Company may terminate this Agreement upon thirty (30) days' written notice to Customer. Termination does not relieve Customer of the obligation to pay any accrued fees or charges.

9.2 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of the breach. Company may suspend or terminate Customer's access to the Platform immediately and without notice if Company reasonably believes that Customer has violated Section 3 (Customer Obligations) or if Customer's account is thirty (30) days or more overdue in payment.

9.3 Effect of Termination

Upon termination or expiration of this Agreement:

• All rights and licenses granted to Customer under this Agreement will immediately terminate;
• Customer must immediately cease all use of the Platform and delete or destroy all copies of any Company materials in Customer's possession;
• Company may, but is not obligated to, retain Customer Data for a period of thirty (30) days, after which Company may delete Customer Data;
• Customer remains liable for all fees and charges incurred prior to termination.

9.4 Survival

The following sections will survive termination or expiration of this Agreement: Section 4 (Fees and Payment), Section 5 (Intellectual Property Rights), Section 7.2 (Disclaimer of Warranties), Section 8 (Limitation of Liability), Section 9.3 (Effect of Termination), Section 10 (Indemnification), Section 11 (Confidentiality), and Section 13 (General Provisions).

Indemnification

10.1 Customer Indemnification

Customer agrees to indemnify, defend, and hold harmless Company, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to: (a) Customer's use of the Platform; (b) Customer Data; (c) Customer's violation of this Agreement; (d) Customer's violation of any applicable law or regulation; or (e) Customer's infringement or misappropriation of any third-party intellectual property or proprietary rights.

10.2 Company Indemnification

Company agrees to indemnify, defend, and hold harmless Customer from and against any third-party claim alleging that Customer's authorized use of the Platform infringes or misappropriates such third party's intellectual property rights. This indemnification obligation does not apply to claims arising from: (a) Customer Data; (b) modifications to the Platform made by anyone other than Company; (c) use of the Platform in combination with other products, services, or materials not provided by Company; or (d) Customer's breach of this Agreement.

10.3 Indemnification Procedure

The indemnified party must: (a) promptly notify the indemnifying party in writing of the claim; (b) grant the indemnifying party sole control of the defense and settlement of the claim; and (c) provide reasonable cooperation in the defense of the claim. The indemnifying party may not settle any claim without the indemnified party's prior written consent if the settlement requires the indemnified party to admit liability or make any financial payment.

Confidentiality

11.1 Definition

"Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") that is marked as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Company's Confidential Information includes the Platform, Documentation, and any technical or performance information about the Platform. Customer's Confidential Information includes Customer Data.

11.2 Obligations

The Receiving Party agrees to: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as permitted by this Agreement; (c) use Confidential Information only for purposes of performing its obligations or exercising its rights under this Agreement; and (d) protect Confidential Information using the same degree of care it uses to protect its own confidential information of similar nature, but no less than reasonable care.

11.3 Exceptions

Confidential Information does not include information that:

• Is or becomes publicly available through no breach of this Agreement by the Receiving Party;
• Was rightfully known to the Receiving Party before disclosure by the Disclosing Party;
• Is rightfully received by the Receiving Party from a third party without breach of any confidentiality obligation; or
• Is independently developed by the Receiving Party without use of or reference to the Confidential Information.

Service Level and Support

12.1 Availability

Company will use commercially reasonable efforts to make the Platform available 99.5% of the time, measured monthly, excluding scheduled maintenance and circumstances beyond Company's reasonable control ("Uptime Commitment"). Scheduled maintenance will be performed during off-peak hours when reasonably possible, and Company will provide advance notice of scheduled maintenance when feasible.

12.2 Technical Support

Company will provide technical support for the Platform via email during normal business hours (9:00 AM to 5:00 PM Pacific Time, Monday through Friday, excluding holidays). Company will use commercially reasonable efforts to respond to support requests within one (1) business day. Additional support options may be available under separate support agreements.

12.3 Updates and Modifications

Company may update, modify, or discontinue any aspect of the Platform at any time. Company will use reasonable efforts to notify Customer of material changes to the Platform. If Company makes a material reduction in functionality that substantially impairs Customer's use of the Platform, Customer may terminate this Agreement within thirty (30) days of receiving notice of the change and receive a pro-rata refund of prepaid fees for the remainder of the Subscription Term.

General Provisions

13.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the city of Rotterdam, the Netherlands, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

13.2 Dispute Resolution

Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be resolved through good faith negotiations between the parties. If the parties cannot resolve the dispute within thirty (30) days, either party may submit the dispute to binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall take place in Rotterdam, the Netherlands, and judgment on the award may be entered in any court having jurisdiction. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights.

13.3 Export Compliance

The Platform may be subject to export control laws and regulations of the Netherlands and other countries. Customer agrees to comply with all applicable export laws and regulations and shall not export, re-export, or transfer the Platform, directly or indirectly, to any prohibited country, entity, or person without obtaining required government approvals.

13.4 Force Majeure

Neither party shall be liable for any failure or delay in performance under this Agreement (except for payment obligations) due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, governmental actions, internet service provider failures, or denial of service attacks ("Force Majeure Event"). The affected party shall promptly notify the other party of the Force Majeure Event and use reasonable efforts to mitigate its impact.

13.5 Assignment

Customer may not assign or transfer this Agreement, in whole or in part, without Company's prior written consent. Any attempted assignment in violation of this provision shall be void. Company may assign this Agreement without Customer's consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.

13.6 Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when: (a) delivered personally; (b) sent by confirmed email; (c) sent by certified or registered mail, return receipt requested; or (d) sent by a nationally recognized overnight courier service. Notices to Company shall be sent to the address specified on the Company's website or in the applicable order form. Notices to Customer shall be sent to the email address associated with Customer's account or to the address specified in the applicable order form.

13.7 Entire Agreement

This Agreement, together with any order forms, invoices, and incorporated policies, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral. In the event of any conflict between this Agreement and an order form, the terms of the order form shall prevail with respect to the specific transaction covered by that order form.

13.8 Amendments

Company may modify this Agreement from time to time by posting an updated version on the Company's website or by providing notice through the Platform. The updated Agreement will become effective upon posting or on the date specified in the notice. Customer's continued use of the Platform after the effective date constitutes acceptance of the updated Agreement. If Customer does not agree to the updated Agreement, Customer must stop using the Platform and may terminate this Agreement as provided in Section 9 (Termination).

13.9 Waiver

No failure or delay by either party in exercising any right or remedy under this Agreement shall constitute a waiver of that right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy shall preclude or restrict the further exercise of that or any other right or remedy. No waiver shall be effective unless made in writing and signed by the waiving party.

13.10 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if it cannot be made valid and enforceable, it shall be severed from this Agreement. The remaining provisions of this Agreement shall continue in full force and effect.

13.11 Relationship of Parties

The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. Neither party has the authority to bind the other or to incur any obligation on the other's behalf without the other party's prior written consent.

13.12 Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

13.13 Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures shall have the same legal effect as original signatures.