Terms of Service

Effective as of 12/1/2020

These Stateful Terms of Service (this "Agreement") is entered into by and between Stateful, Inc. ("Stateful") and the entity or person placing an order for or accessing the Stateful Services ("Customer"or "you"). This Agreement consists of the terms and conditions set forth below, any exhibits or addenda identified below and any Order Forms. If you are accessing or using the Stateful Services on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to "you"or "Customer"reference your company.

Please note that Stateful may modify the terms and conditions of this Agreement in accordance with Section 12.9 (Amendments; Waivers).

BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING THE Stateful SERVICES, YOU ARE AGREEING TO BE BOUND BY ALL TERMS, CONDITIONS AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE DO NOT USE THE Stateful SERVICES. FOR CLARITY, EACH PARTY EXPRESSLY AGREES THAT THIS AGREEMENT IS LEGALLY BINDING UPON IT.

1. DEFINITIONS.

1.1. "Stateful Code" means the software extension and other software code provided by Stateful to enable use of the Stateful Service.

1.2. "Stateful Service" means Stateful's proprietary workflow intelligence platform for software developers.

1.3. "Stateful Technology" means the Stateful Service, any other Stateful products and services, and all related or underlying documentation, technology, code, Aggregate/Anonymous Data, logs, product usage data, know-how, logos, materials, and templates (including anything delivered as part of support or other services), and any updates, modifications or derivative works of any of the foregoing (including as may incorporate any Feedback).

1.4. "Confidential Information" means code, inventions, know-how, product plans, and technical and financial information exchanged under this Agreement, that is identified as confidential at the time of disclosure or should reasonably be considered confidential based on the circumstances surrounding the disclosure and the nature of the information disclosed.

1.5. "Customer Data" means any data collected from by the Stateful Service on behalf of Customer and any data or content that Customer provides to the Stateful Service.

1.6. "Effective Date"of this Agreement is the date which is the earlier of (a) Customer's initial access to the Stateful Services (as defined below) through any online provisioning, registration or order process or (b) the effective date of the first Order Form referencing this Agreement. This Agreement will govern Customer's initial purchase on the Effective Date as well as any future purchases made by Customer that reference this Agreement.

1.7. "Order Form" means any Stateful ordering documentation, online sign-up, or subscription flow that references this Agreement.

1.8. "Subscription Term" means the initial term for the subscription to the applicable Stateful Service specified on an Order Form, and each subsequent renewal term (if any). If Customer is using a Free Access Subscription, the Subscription Term may be terminated by Customer at any time.

1.9. "Third-Party Product" means any content, documentation, applications, integrations, software, code, online services, systems, other products not developed by Stateful.

2. ACCOUNT REGISTRATION AND USE. Customer may need to register for an Stateful account in order to use the Stateful Service. Account information must be accurate, current, and complete, and will be governed by Stateful's Privacy Policy (currently available at https://Stateful.com/privacy). Customer agrees to keep this information up-to-date so that Stateful may send notices, statements, and other information by email or through Customer's account. Customer must ensure that any user IDs, passwords, and other access credentials for the Stateful Service are kept strictly confidential and not shared with any unauthorized person. Customer will be responsible for any and all actions taken using its and its users' accounts, passwords or access credentials. Customer must notify Stateful promptly of any breach of security or unauthorized use of its account.

3. USE RIGHTS.

3.1. Use of Stateful Services. Subject to the terms and conditions of this Agreement, Stateful grants Customer a worldwide, non-exclusive, non-transferable, non-sublicensable right and license during the applicable Subscription Term to access and use the Stateful Service, solely for Customer's business. The Stateful Service may require installation of Stateful Code within Customer's development environment. In these cases, subject to the same conditions above, the rights granted in this Section further include the right to install and use the relevant Stateful Code.

3.2. General Restrictions. Customer must not (and must not allow any third party to: (i) rent, lease, copy, transfer, resell, sublicense, lease, time-share, distribute, or otherwise provide access to any portion of the Stateful Service to a third party; (ii) modify or create a derivative work of the Stateful Service or any portion of it; (iii) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs to any Stateful Service (including Stateful Code), except to the extent expressly permitted by applicable law and then only with advance notice to Stateful; (iv) break or circumvent any security measures, rate limits, or usage tracking (such as event tracking) of the Stateful Service; **(v)**access the Stateful Service for the purpose of building a competitive product or service or copying its features or user interface; (vi) use the Stateful Service for purposes of product evaluation, benchmarking, performance testing, or comparative analysis intended for publication; or (vii) remove or obscure any proprietary or other notices contained in the Stateful Service, including in any reports or output obtained from the Stateful Service.

3.3. Beta Releases and Free Access Subscriptions. Stateful may provide Customer with an Stateful Service for free or on a trial basis (a "Free Access Subscriptions" ) or with "alpha", "beta", or other early-stage Stateful Services, integrations, or features ( "Beta Releases" ), which are optional for Customer to use. Stateful makes no promises that future versions of Beta Releases or Free Access Subscriptions will be released or will be made available under the same commercial or other terms. Stateful may terminate Customer's right to use any Free Access Subscriptions or Beta Releases at any time in Stateful's sole discretion, without liability. WITH RESPECT TO BETA RELEASES, CUSTOMER ACKNOWLEDGES AND AGREES THAT BETA RELEASES MAY NOT BE COMPLETE OR FULLY FUNCTIONAL AND MAY CONTAIN BUGS, ERRORS, OMISSIONS, AND OTHER PROBLEMS FOR WHICH Stateful WILL NOT BE RESPONSIBLE. ACCORDINGLY, ANY USE OF BETA RELEASES ARE AT CUSTOMER'S SOLE RISK NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN.

4. CUSTOMER DATA.

4.1. Rights in Customer Data. As between the parties, Customer retains all right, title, and interest (including any intellectual property rights) in and to the Customer Data. Customer grants Stateful a non-exclusive, worldwide, royalty-free right to collect, use, modify and process Customer Data solely: (i) to provide the Stateful Service and related services to Customer and (ii) to generate separate anonymous data sets about product usage that do not identify Customer and that are stripped of all persistent identifiers (such as name, email address, device identifiers, IP addresses, and cookie IDs) ( "Aggregate/Anonymous Data" ).

4.2. Security. Stateful will implement appropriate technical and organizational security measures designed to protect Customer Data in the Stateful Service against unauthorized or unlawful processing, accidental or unlawful destruction, accidental loss or alteration, and unauthorized disclosure or access. Stateful's security measures will include: (i) storing Customer Data on servers located in a physically secured location; and (ii) using firewalls, access controls, and similar security technology designed to protect Customer Data from unauthorized disclosure and modification.

5. FEES AND PAYMENT.

5.2. Fees. To the extent the Stateful Services are made available for a fee, Customer agrees to pay all fees in the currency and payment period specified in the applicable Order Form. Stateful's fees are exclusive of all taxes, and Customer must pay any applicable sales, use, VAT, GST, excise, withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of Stateful. Except as expressly provided in this Agreement, payments are non-refundable and non-creditable and payment obligations non-cancellable. All undisputed fees due are payable in United States dollars, unless otherwise agreed to between the parties in writing.

5.3. Credit Card Payment Terms. If Customer elects to pay via credit card, then Customer is solely responsible for either (a) enabling auto-recharge on Customer's payment instrument or (b) ensuring that Customer's payment instrument has a sufficient positive balance to cover all fees due. If, for any reason, Customer has a negative balance on its account(s), then Stateful reserves the right to suspend access to the Stateful Services. 3. 5.4. Invoicing Payment Terms. If Customer elects to receive invoices and pay in arrears as agreed by Stateful, then invoices will be sent to via email in accordance with the Order Form. Except as otherwise set forth in an Order Form, Customer will make all of the undisputed fees hereunder within thirty (30) days of the date of the invoice. If Customer is overdue on any payment of undisputed fees and fails to pay within ten (10) business days of a written notice, then Stateful may assess, and Customer agrees to pay a late fee of either 1.5% per month, or the maximum amount allowable by applicable law, whichever is less.

5.5. Disputes. Customer must notify Stateful in writing of any good-faith invoice dispute within twenty (20) days of the applicable invoice date and reasonably cooperate with Stateful in resolving any dispute. If the parties are unable to resolve a dispute within ten (10) days of Customer's notice, each party will have the right to seek any remedies it may have under this Agreement, at law or in equity, irrespective of any provision in this Agreement that would limit seeking these remedies on account of a payment dispute. For clarity, any undisputed amounts must be paid in full in accordance with this Section.

6. TERM AND TERMINATION.

6.1 Term. This Agreement is effective as of the Effective Date and continues until terminated. Either party may terminate this Agreement with thirty (30) days' advance written notice if all Subscription Terms for the Stateful Service(s) have expired or are terminated as expressly permitted in this Agreement.

6.2. Subscription Term and Renewals. By executing an Order Form for purchase of an Stateful Service, Customer is agreeing to pay applicable fees for the entire Subscription Term. Customer cannot cancel or terminate a Subscription Term except as expressly permitted by Section 6.4 (Termination for Cause). If no subscription start date is specified on the applicable Order Form, the subscription starts when Customer first obtains access to the Stateful Service. Each Subscription Term will automatically renew for additional successive twelve-month periods unless: (i) otherwise stated on the applicable Order Form; or (ii) either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term.

6.3. Suspension of Service. Stateful may suspend Customer's access to the Stateful Service(s) ifCustomer's account is overdueand Customer fails to pay amounts due within ten (10) days of notice by Stateful, subject to Section 5.4 (Disputes). Stateful may also suspend Customer's access to the Stateful Service(s) if it determines thatsuspension is necessary to prevent harm or liability to other customers or third parties, or to preserve the security, stability, availability or integrity of the Stateful Service.

6.4. Termination for Cause. Either party may terminate this Agreement, including any related Order Form, if the other party: (i) fails to cure any material breach of this Agreement (including a failure to pay undisputed fees) within thirty (30) days after written notice detailing the breach; (ii) ceases operation without a successor; or (iii) if permitted by applicable law, seeks protection under any bankruptcy, receivership, trust deed, creditors' arrangement, composition, or comparable proceeding, or if any of these proceedings are instituted against that party (and not dismissed within sixty (60) days thereafter).

6.5. Effect of Termination. Upon any expiration or termination of this Agreement or an Order Form, Customer's license rights terminate and it must promptly: (a) stop using the applicable Stateful Service(s) (including any related Stateful Technology); (b) delete (or, at Stateful's request, return) any and all copies of the Stateful Code, any Stateful documentation, passwords or access codes, and any other Stateful Confidential Information in Customer's possession, custody, or control. If Stateful terminates this Agreement for cause as provided in Section 6.4 (Termination for Cause), any payments for the remaining portion of the Subscription Term will become due and must be paid immediately by Customer. If Customer terminates this Agreement for cause as provided in Section 6.4 (Termination for Cause), Customer will receive a refund of any subscription fees it has pre-paid for the terminated portion of the applicable Subscription Term. Except where this Agreement specifies an exclusive remedy, all remedies under this Agreement, including termination or suspension, are cumulative and not exclusive of any other rights or remedies that may be available to a party.

6.6. Survival. The following Sections survive any expiration or termination of this Agreement: 1 (Definitions); 2 (Account Registration and Use); 3.3 (General Restrictions); 3.5 (Beta Releases and Free Access Subscriptions); 4.1 (Rights in Customer Data); 5 (Fees and Payment); 6 (Term and Termination); 7 (Confidential Information); 8 (Stateful Technology); 9 (Indemnification); 10 (Disclaimers); 11 (Limitations of Liability); and 12 (General).

7. CONFIDENTIAL INFORMATION.

7.1. Confidentiality Obligation. Each party (as the receiving party) must: (i) hold in confidence and not disclose the other party's Confidential Information to third parties except as permitted by this Agreement; and (ii) only use the other party's Confidential Information to fulfill its obligations and exercise its rights under this Agreement. Each party may share the other party's Confidential Information with its employees, agents or contractors having a legitimate need to know (which, for Stateful, includes the subcontractors referenced in Section 12.5), provided that the party remains responsible for any recipient's compliance with the terms of this Section 7 and that these recipients are bound to confidentiality obligations no less protective than this Section.

7.2. Exclusions. These confidentiality obligations do not apply to (and Confidential Information does not include) information that: (i) is or becomes public knowledge through no fault of the receiving party; (ii) was known by the receiving party before it received the Confidential Information; (iii) is rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by the receiving party without using the disclosing party's Confidential Information. A party may also disclose the other party's Confidential Information to the extent required by law or court order, provided it gives advanced notice (if permitted by law) and cooperates in any effort by the other party to obtain confidential treatment for the information.

7.3. Remedies. The parties acknowledge that disclosing Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy, and so on breach of this Section, each party is entitled to seek appropriate equitable relief in addition to any other remedies it may have at law.

8. Stateful TECHNOLOGY.

8.1. Ownership and Updates. This is a subscription agreement for access to and use of the Stateful Service. Customer acknowledges that it is obtaining only a limited right to use the Stateful Service and no ownership rights are transferred to Customer under this Agreement. Stateful (or its suppliers) retain all rights, title and interest (including all intellectual property rights) in and to all Stateful Technology, which is deemed Stateful's Confidential Information, and reserves any licenses not specifically granted in this Agreement. Other than the Stateful Code, the Stateful Service is offered as an online, hosted product. Accordingly, Customer acknowledges and agrees that it has no right to obtain a copy of the software behind any Stateful Service, that Stateful may collect learnings, logs, and data regarding the performance and use of the Stateful Service, and that Stateful may make updates, bug fixes, modifications or improvements to the Stateful Service from time-to-time.

8.2. Feedback. If Customer elects to provide any suggestions, comments, improvements, information, ideas or other feedback or related materials to Stateful (collectively, "Feedback" ), Customer hereby grants Stateful a worldwide, perpetual, non-revocable, sublicensable, royalty-free right and license to use, copy, disclose, license, distribute, and exploit any Feedback in any format and in any manner without any obligation, payment, or restriction based on intellectual property rights or otherwise, however Stateful will not identify Customer as the source of the Feedback. Nothing in this Agreement limits Stateful's right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.

9. INDEMNIFICATION. Customer agrees to defend Stateful from and against any third-party claim to the extent resulting from its use of the Stateful Services. Customer will indemnify and hold Stateful harmless from and against any damages and costs awarded against Stateful or agreed in settlement by Customer (including reasonable attorney's fees) that result from these third-party claims. Customer must not settle any claim without Stateful's prior written consent if the settlement would require Stateful to admit fault, pay amounts that Customer must pay under this Agreement, or take or refrain from taking any action. Stateful may participate in a claim through counsel of its own choosing at its own expense and Customer and Stateful will reasonably cooperate on the defense.

10. DISCLAIMERS. ALL Stateful TECHNOLOGY AND RELATED SERVICES ARE PROVIDED "AS IS"AND ON AN "AS AVAILABLE"BASIS. NEITHER Stateful NOR ITS SUPPLIERS MAKE ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Stateful MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT Stateful TECHNOLOGY WILL MEET CUSTOMER'S REQUIREMENTS OR EXPECTATIONS, OR THAT Stateful TECHNOLOGY WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE.. THE DISCLAIMERS IN THIS SECTION WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT.CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, ANY STATUTORILY REQUIRED WARRANTIES UNDER APPLICABLE LAW, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD AND MAXIMUM EXTENT PERMITTED BY LAW.

11. LIMITATIONS OF LIABILITY.

11.1 Consequential Damages Waiver. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL Stateful BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, LOST PROFITS, COSTS OF DELAY, REPUTATIONAL HARM, OR ANY INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND HOWEVER CAUSED, EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF THESE DAMAGES.

11.2 Liability Cap. Stateful'S TOTAL LIABILITY WILL NOT EXCEED IN AGGREGATE THE AMOUNT ACTUALLY PAID OR PAYABLE BY CUSTOMER TO Stateful FOR THE APPLICABLE Stateful SERVICE OR RELATED SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. FOR FREE ACCESS SUBSCRIPTIONS OR BETA RELEASES, Stateful'S TOTAL LIABILITY WILL NOT EXCEED IN AGGREGATE FIFTY U.S. DOLLARS ($50 US).

11.3 Failure of Essential Purpose. EACH PARTY ACKNOWLEDGES AND AGREES THAT THIS SECTION 11 IS A FUNDAMENTAL BASIS OF THE BARGAIN AND A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND WILL SURVIVE AND APPLY TO ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY Stateful TECHNOLOGY OR ANY RELATED SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE), EVEN IF ANY LIMITED REMEDY IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

12. GENERAL.

12.1. Governing Law; Jurisdiction and Venue. This Agreement is governed by the laws of the State of California and the United States, without regard to choice or conflict of law rules thereof. The exclusive jurisdiction and venue for actions related to the subject matter of this Agreement are the state courts located in San Francisco, California or the United States District Court for the Northern District of California, and both parties submit to the personal jurisdiction of these courts.

12.2. Assignment. This Agreement will bind and inure to the benefit of each party's permitted successors and assigns. Neither party may assign this Agreement without the other party's advanced written consent, except that each party may assign this Agreement without consent in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of its assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section will be void.

12.3. Notices. Any notice or communication under this Agreement must be in writing. Customer must send any notices under this Agreement (including breach notices and warranty and indemnity claims) to Stateful, in English to info@Stateful.com. Stateful may send notices to the email addresses on Customer's account or, at Stateful's option, to Customer's last-known postal address. Stateful may also provide operational notices regarding the Stateful Service or other business-related notices through conspicuous posting of the notice on Stateful's website or the Stateful Service. Each party consents to receiving electronic notices. Stateful is not responsible for any automatic filtering Customer or its network provider may apply to email notifications.

12.4. Subcontractors. Stateful may use subcontractors and permit them to exercise the rights granted to Stateful in order to provide the Stateful Service and related services under this Agreement. These subcontractors may include, for example, Stateful's hosting providers. However, subject to all terms and conditions of this Agreement, Stateful will remain responsible for: (i) compliance of its subcontractors with the terms of this Agreement; and (ii) the overall performance of the Stateful Services if and as required under this Agreement.

12.5. Independent Contractors. The parties to this Agreement are independent contractors, and this Agreement does not create a partnership, joint venture, employment, franchise, or agency relationship. Neither party has the power to bind the other or incur obligations on the other party's behalf without the other party's prior written consent.

12.6. Force Majeure. Neither party will be liable for any delay or failure to perform its obligation under this Agreement if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or reduction of power or telecommunications or data networks or services, or government act.

12.7. Export. Each party will comply with all applicable export control laws. Customer represents and warrants that it is not on any government list of prohibited or restricted parties or located in (or a national of) a country subject to a government embargo or that has been designated by the government as a "terrorist supporting"country.

12.8. Publicity. Customer agrees that Stateful may refer to Customer's name and trademarks in Stateful's marketing materials and website, including but not limited to displaying the Customer's logo, solely for the purpose of identifying Customer as a customer of Stateful.

12.9. Amendments; Waivers. Stateful may update the terms and conditions of this Agreement (which may include changes pricing and plans) from time to time with prior notice to Customer in accordance with Section 12.3. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement. Waivers must be made in writing and executed by an authorized representative of the waiving party.

12.10 Severability. If any provision of this Agreement is found by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement may otherwise remain in effect.

12.11. No Third-Party Rights. Nothing in this Agreement confers on any third party the right to enforce any provision of this Agreement.

12.12. Entire Agreement. This Agreement represents the parties' complete and exclusive understanding relating to the Agreement's subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Stateful Technology or any other subject matter covered by this Agreement. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this Agreement. Any terms provided by Customer (including as part of any purchase order or other business form used by Customer) are for administrative purposes only, and have no legal effect.

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