1. DEFINITIONS.

1. “Administrator” shall mean a Subscriber with authority to designate additional Authorized Users and/or Administrators.

2. “Aggregated Statistics” means data and information related to Subscriber’s use of the Services that is used by GetOli in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.

3. “Agreement” shall mean this entire Terms of Service Agreement and incorporates by reference the Privacy Policy and applicable order forms.

4. “Authorized User” means Subscriber’s employees, consultants, contractors, and agents (i) who are authorized by Subscriber to access and use the Services under the rights granted to Subscriber pursuant to this Agreement and (ii) for whom access to the Services has been purchased hereunder.

5. “Confidential Information” shall mean the content and any information, technical data, or know-how considered proprietary or confidential by either party to this Agreement including, but not limited to, either party’s research, services, inventions, processes, specifications, designs, drawings, diagrams, concepts, marketing, techniques, documentation, source code, customer information, personally identifiable information, pricing information, procedures, menu concepts, business and marketing plans or strategies, financial information, and business opportunities disclosed by either party before or after the Effective Date of this Agreement, either directly or indirectly in any form whatsoever, including in writing, orally, machine readable form or through access to either party’s premises.

6. “Content” shall mean any information uploaded or posted to the Service by Subscriber or Authorized Users and any information provided by you to GetOli in connection with the Service, including, without limitation, information about your Authorized Users.

7. “Customer” will be used herein to refer to the customer of the Subscriber.

8. “Customer Data” is data, information, or material pertaining to the data belonging to Subscriber’s customers, including the Customer’s contact information and service requests.

9. “Documentation” means GetOli’s documentation relating to the features and functions of the Services available at help.getoli.ai

10. “Effective Date” shall mean the date that you begin your Subscription.

11. “GetOli IP” means the Services, the Documentation, and any and all intellectual property provided to Subscriber or any Authorized User in connection with the foregoing. For the avoidance of doubt, GetOli IP includes Aggregated Statistics and any information, data, or other content derived from GetOli’s monitoring of Subscriber’s access to or use of the Services but does not include Subscriber Data or Customer Data.

12. “Originating Subscriber” shall mean the Subscriber who initiated the Services offered by GetOli and is assumed by GetOli to have the sole authority to administer the Subscription.

13. “Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.

14. “Services” shall mean the customer relationship management, the sales and marketing features, and related Services provided by GetOli in connection with Subscriber’s Subscription.

15. “Subscriber” shall refer to the purchaser of the Services provided by GetOli and shall also include any present or former agent, representative, independent contractor, employee, servant, attorney and any entity or person who had authority to act on your behalf.

16. “Subscriber Data” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Subscriber or an Authorized User through the Services.

17. “Subscription” shall mean the level of Services chosen by Subscriber in connection with the Subscriber account, including number of user and number of contacts.

18. “Subscription Fees” means the fees for Subscription level chosen by the Subscriber.

19. “Third Party” means any Person other than GetOli, Subscriber, or Subscriber’s Authorized Users.

2. License Grants and Limitations of Use.

1. Access; License. Subject to and conditioned on Subscriber’s payment of Subscription Fees and compliance with all other terms and conditions of this Agreement, GetOli hereby grants Subscriber a non-exclusive, non-transferable right to access and use the Services during the Term according to the Subscription, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Subscriber’s internal use. The total number of Authorized Users will not exceed the number set forth in Subscriber’s Subscription, except as expressly agreed to in writing by the Parties and subject to any appropriate adjustment of the Subscription Fees payable hereunder.

2. Reservation of Rights. GetOli reserves all rights not expressly granted to Subscriber in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Subscriber or any Third Party any intellectual property rights or other right, title, or interest in or to the GetOli intellectual property.

3. Use Restrictions. Subscriber shall not, and shall require its Authorized Users not to, directly or indirectly:

a. use the Services beyond the scope of the license granted under this Agreement;

b. copy the Services, in whole or in part;

c. modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Services or any part thereof;

d. reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Services or any part thereof;

e. remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices provided on or with the Services, including any copy thereof;

f. use the Services in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Services, including their ability to engage in real time activities through the Services;

g. use any robot, spider, or other automatic device, process, or means to access the Services for any purpose, including monitoring or copying any of the material on the Services;

h. use any device, software, or routine that interferes with the proper working of the Services;

i. introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful;

j. attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, any server on which the Services is stored, or any server, computer, or database connected to the Services;

k. otherwise attempt to interfere with the proper working of the Services;

l. use the Services in violation of any law, regulation, or rule; or

m. use the Services for purposes of competitive analysis of the Services or the underlying software, the development of a competing software product or service, or any other purpose that is to GetOli’s commercial disadvantage.

4. Responsibility for Use of Services. Subscriber is responsible and liable for all uses of the Services through access thereto provided by Subscriber, directly or indirectly. Specifically, and without limiting the generality of the foregoing, Subscriber is responsible and liable for all actions and failures to take required actions with respect to the Services by its Authorized Users or by any other person to whom Subscriber or an Authorized User may provide access to or use of the Services, whether such access or use is permitted by or in violation of this Agreement.

5. Modifications. GetOli reserves the right at any time, and from time to time, to modify or discontinue, temporarily or permanently, any feature associated with the Service, with or without notice, except that GetOli shall provide Subscriber with 30-days’ notice of any modification that materially reduces the functionality of the Service. Continued use of the Service following any modification constitutes Subscriber’s acceptance of the modification.

6. Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, GetOli may monitor Subscriber’s use of the Services and collect and compile Aggregated Statistics. As between GetOli and Subscriber, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by GetOli. Subscriber acknowledges that GetOli may compile Aggregated Statistics based on Subscriber Data and Customer Data input into the Services. Subscriber agrees that GetOli may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Subscriber or Subscriber’s Confidential Information.

7. Use of Subscriber Trademark by GetOli. Subscriber will work with GetOli to allow the use of, in Supplier’s sole discretion and subject to Subscriber’s pre approval on all occasions, the nonexclusive right and license to use and display the Subscriber’s name, logo, and similar indicia (“Subscriber Marks”) (a) to the extent any customization or implementation of the Services involve the incorporation of Subscriber Marks in furtherance of this Agreement; and (b)in certain pre-approved marketing materials. GetOli obtains no rights in the Subscriber Marks except for the limited right described in the preceding sentence, and Subscriber retains all right, title, and interest in the Subscriber Marks.

8. Use of Subscriber Confidential Information. Subscriber grants to GetOli a non-exclusive, royalty free right during Subscriber’s use of the Service, to use the Confidential Information for the sole purpose of performing GetOli’s obligations under the Agreement in accordance with the terms of the Agreement. Such rights shall include permission for GetOli to generate and publish aggregate, anonymized reports on system usage and Content trends and type, provided they do not conflict with Section 4.1.

3. Access to the Service.

1. Authorized Users. Subscriber is only permitted to access and use the Service if he/she is an Authorized User. Authorized Users are required to provide their full legal name, a valid email address, and any other information reasonably requested by the Service.

2. Setup of Authorized Users and Administrators. The initial Administrator shall be the Originating Subscriber with authority to administer the Subscription and designate additional Authorized Users and/or Administrators. Each Subscription may designate multiple Authorized Users as Administrator. Any Administrator shall be deemed to have the authority to manage the Subscription and any Authorized Users. The Administrator will deactivate access if the Administrator wishes to terminate access to the Services for any Authorized User. Administrators are responsible for all use of the Services by Authorized Users on the list of active Authorized Users associated with the Subscription.

3. Availability of Services. Subscriber understands, acknowledges and agrees that: (i) the Services is run by software that is designed to be active 24 hours per day, 365 days per year; however, software in general is not error-free and the existence of any errors in the software used to deliver the Services shall not constitute a breach of this Agreement; (ii) in the event that GetOli discovers a material error or problem which substantially affects Subscriber’s use of the Services, GetOli shall use reasonable measures to restore access to the Services, provided that such error or problem has not been caused by incorrect use, abuse or corruption of the software or by improper use by Subscriber, use with other software or on equipment which it is incompatible, or by a Third Party or unauthorized person accessing the service through Subscriber’s passcodes.

4. Maintenance and Repair of Services. GetOli reserves the right to temporarily suspend access to the Service for operational purposes, including, but not limited to, maintenance, repairs or installation of upgrades, and will endeavor to provide no less than two business days’ notice prior to any such suspension. Such notice shall be provided to you in advance through by way of notification within the Service, email or other notification method deemed appropriate by GetOli. Further, GetOli shall endeavor to confine planned operational suspensions with a best effort to minimize disruption to the Subscriber, but reserves the ability to temporarily suspend operations without notice at any time to complete necessary repairs. In the event of a temporary suspension, GetOli will use the same notification methods listed in this section to provide updates as to the nature and duration of any temporary suspension.

5. Collection and Use of Information.

a. GetOli may, directly or indirectly through the services of others, collect and store information regarding use of the Services and about equipment on which the Services are accessed and used, by means of (i) providing maintenance and support services and through (ii) security measures included in the Services as described in Section 5.

b. You agree that GetOli may use such information for any purpose related to any use of the Services by you, including but not limited to: (i) improving the performance of the Services or developing updates; and verifying compliance with the terms of this Agreement and enforcing GetOli’s rights, including all intellectual property rights in and to the Services.

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4. Confidentiality

1. Mutual Limitation on Use of Confidential Information. Each party agrees to treat all Confidential Information as confidential and not to use or disclose such Confidential Information except as necessary to perform its obligations under this Agreement.

2. Disclosure of Confidential Information. GetOli and any Third Party vendors and hosting partners it utilizes to provide the Services shall hold Content in strict confidence and shall not use or disclose Content except:

a. as required to perform their obligations under this Agreement;

b. as otherwise authorized by you in writing; or

c. as required and permitted by law (such as in response to a subpoena or court order), and to cooperate with law enforcement authorities in the investigation of any criminal or civil matter. If GetOli is required by law to make any disclosure of the Confidential Information that is prohibited or otherwise constrained by this Agreement, then GetOli will provide Subscriber with prompt written notice (to the extent permitted by law) prior to such disclosure so that the Subscriber may seek a protective order or other appropriate relief. Subject to the foregoing sentence, GetOli may furnish that portion (and only that portion) of the Confidential Information that it is legally compelled or otherwise legally required to disclose.

5. Security

1. Security Infrastructure Offered by GetOli. GetOli is responsible for providing a secure method of authentication and accessing its Service. GetOli will provide mechanisms that allow for user password management; transmit passwords in a secure format; and protect passwords entered for purposes of gaining access to the Service by utilizing code that follows password management best practices. At all times, GetOli, and any Third Party vendors and hosting partners it utilizes to provide the Service, will employ information security best practices with respect to network security techniques, including, but not limited to, firewalls, intrusion detection, and authentication protocols, vulnerability and patch management.

2. Subscriber Security Responsibilities. Subscriber will be responsible for protecting the security of usernames and passwords, or any other codes associated to the Service, and for the accuracy and adequacy of personal information provided to the Service and will promptly notify GetOli upon suspicion that a username and password has been lost, stolen, compromised, or misused.

3. Security Breaches. GetOli shall report to Subscriber, with all relevant details, any event that GetOli reasonably believes represents unauthorized access to, disclosure of, use of, or damage to Content (a “Security Breach”). GetOli shall make such report within 48 hours after learning of the Security Breach.

4. Compliance Measures. The Services may contain technological copy protection or other security features designed to prevent unauthorized use of the Services. Subscriber shall not, and shall not attempt to, remove, disable, circumvent, or otherwise create or implement any workaround to, any such copy protection or security features.

5. Risks Associated with Stored Data. Subscriber acknowledges the risk that Subscriber Data, Customer Data, and Content stored and transmitted electronically through the Service may be intercepted by Third Parties. Subscriber agrees to accept that risk and will not hold GetOli liable for any loss, damage, or injury resulting from the interception of information. The Content is stored securely and encrypted during transmission and at rest. Only GetOli, with strict business reasons, may access and transfer the Content and only to provide Subscriber with the Service.

6. Support and Updates

1. Support. Subject to Section 6.3, the license granted hereunder entitles Subscriber to the basic support services, as updated from time to time, and as described on the website, throughout the Term of this agreement.

2. Updates. Maintenance and support services will include provision of such updates, upgrades, bug fixes, patches, and other error corrections (collectively, “Updates”) as GetOli makes generally available free of charge to all licensees of the Services then entitled to maintenance and support services. GetOli may develop and provide Updates in its sole discretion, and Subscriber agrees that GetOli has no obligation to develop any Updates at all or for particular issues. Subscriber further agrees that all Updates will be subject to this Agreement. Subscriber acknowledges that GetOli may provide all Updates as integrations into the then current Services portal and that Subscriber’s receipt thereof will require an internet connection, which connection is Subscriber’s sole responsibility. Maintenance and support services do not include any new version or new release of the features that GetOli may issue as a separate or new product, and GetOli may determine whether any issuance qualifies as a new version, new release, or Update in its sole discretion.

3. Support upon Breach. GetOli has no obligation to provide maintenance and support services, including updates if Subscriber is in breach under this Agreement.

7. Payment, Refunds and Subscription Changes

1. Subscription Fees. Subscriber shall pay GetOli the Subscription Fees as set forth in Subscriber’s applicable Subscription without offset or deduction. Subscriber will provide GetOli with a valid credit card for payment of the applicable Subscription Fees. Subscriber shall make all payments hereunder in US dollars on or before the due date.

2. Payment Cycle. Subscribers will be charged upon the expiration of any applicable free trial period. Subscriptions canceled prior to the expiration of any trial period, will not be charged. Monthly Subscribers will thereafter be charged in advance each 30 days. Annual Subscribers will thereafter be charged annually on the anniversary date of the initial Subscription charge. All charges are final and non-refundable, including payments made by annual subscribers.

3. Refunds, Cancellations, and Changes. No refunds or credits will be issued for partial periods of service, upgrade/downgrade refunds, or refunds for periods unused with an active Subscription, including, but not limited to, instances involving the removal of a Subscriber. There are no charges for canceling a Subscription, and paying Subscriptions canceled prior to the end of their current billing cycle will not be charged again in the following cycle. The amount charged on the next billing cycle will be automatically updated to reflect any changes to the Subscription, including upgrades or downgrades. Subscription changes, including downgrades, may result in loss of access to features provided by the Services.

4. Price Changes. All prices are subject to change upon notice. Such notice may be provided by an e-mail message to the Subscriber, or in the form of an announcement on the Services and shall not take effect until the next billing cycle. All price change notifications to be provided 90 days prior to next billing cycle.

5. Taxes. All Subscription Fees and other amounts payable by Subscriber under this Agreement are exclusive of taxes and similar assessments. Subscriber is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Subscriber hereunder, other than any taxes imposed on GetOli’s income.

6. Payment. If Subscriber fails to make any payment when due, without limiting GetOli’s other rights and remedies: (i) GetOli may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Subscriber shall reimburse GetOli for all costs incurred by GetOli in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) if such failure continues for 30 days or more, GetOli may suspend Subscriber’s and its Authorized Users’ access to any portion or all of the Services until such amounts are paid in full.

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8. Cancellation and Termination

1. Term and Termination.

a. This Agreement and the license granted hereunder shall begin on the first date of Subscriber’s Subscription and shall continue in effect until one month from such date (the “Initial Term”). This Agreement will automatically renew for one-month terms unless terminated pursuant to this Agreement (each a “Renewal Term” and together with the Initial Term, the “Term”).

b. Subject to Section 8.2, Subscriber may terminate this Agreement for convenience, for any reason or no reason, upon 30 days prior notice to GetOli by canceling through Subscriber’s account or via e-mail.

c. GetOli may terminate this Agreement, effective on written notice to Subscriber, if Subscriber: (A) fails to pay any amount when due hereunder, and such failure continues more than 15 days after GetOli’s delivery of written notice thereof; or (B) breaches any of its obligations under this Agreement. GetOli may also terminate this Agreement, effective on 30 days written notice to Subscriber for any reason.

d. Upon expiration or earlier termination of this Agreement, the license granted hereunder shall also terminate, and Subscriber shall cease using the Services at the end of the then current Term. No expiration or termination shall affect Subscriber’s obligation to pay all fees that may have become due before such expiration or termination or entitle Subscriber to any refund.

2. Termination by Administrators Only. Administrators are solely responsible for canceling Subscriptions. An Administrator may cancel their Subscription at any time by accessing the Subscriber account through the Services. For security reasons, cancellations shall only be performed by an Administrator. Cancellations shall not be accepted by any other means.

3. Suspension of Services. GetOli in its sole discretion has the right to suspend or discontinue providing the Service to any Subscriber without notice for actions that are in material violation of this Agreement.

4. Survival. This Section 8.4 and Sections 4, 7, 9, 10.2, 11, 12, and 14 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.

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9. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW:

a. IN NO EVENT WILL GETOLI OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO SUBSCRIBER OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE SOFTWARE; LOST REVENUES OR PROFITS; DELAYS, INTERRUPTION, OR LOSS OF SERVICES, BUSINESS, OR GOODWILL; LOSS OR CORRUPTION OF DATA; LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN; FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION; FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION; SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION; OR BREACHES IN SYSTEM SECURITY; OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE GETOLI WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

b. IN NO EVENT WILL GETOLI’S AND ITS AFFILIATES’, INCLUDING ANY OF ITS OR THEIR RESPECTIVE LICENSORS’ AND SERVICE PROVIDERS’, COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENTOR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO THE GETOLI PURSUANT TO THIS AGREEMENT FOR UP TO TWELVE (12) MONTHS OF THE SPECIFIC SERVICES, THAT IS OR ARE THE SUBJECT OF THE CLAIM.

THE ABOVE LIMITATIONS OF LIABILITY WILL NOT APPLY TO CLAIMS OR LIABILITIES ARISING FROM A BREACH BY GETOLI OF ITS RESPONSIBILITIES UNDER SECTION 4 (CONFIDENTIALITY), SECTION 5 (SECURITY) OR SECTION 11 (INDEMNITY).

10. Limited Warranty; Disclaimer of Warranties

1. Limited Warranty. GetOli represents and warrants that (a) it shall use reasonable efforts consistent with prevailing industry standards for similar services to maintain the Services in a manner which minimizes errors and interruptions in the Services; (b) it does not and will not infringe, misappropriate, or otherwise violate any intellectual property rights of any Third Party; and (c) it shall keep, maintain, and store all records relating to its services rendered hereunder in accordance with accepted professional standards and practices, and as may be required by the Subscriber and by any fiscal intermediary, federal, state, or local government agency, or other party to whom billings for GetOli’s services are rendered.

2. Warranty Disclaimer. EXCEPT FOR THE EXPRESS LIMITED WARRANTIES SET FORTH IN SECTION 10.1 THE SERVICES ARE PROVIDED TO SUBSCRIBER “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, GETOLI HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS WITH RESPECT TO ANY SERVICES PROVIDED BY GETOLI. WITHOUT LIMITATION TO THE FOREGOING, GETOLI PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SERVICES WILL MEET THE SUBSCRIBER’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. NOTHING IN THIS SECTION 10.2 SHALL MODIFY GETOLI’S OBLIGATION TO INDEMNIFY SUBSCRIBER AS REQUIRED BY SECTION 11.1 OF THIS AGREEMENT.

GETOLI SPECIFICALLY DISCLAIMS ANY WARRANTY THAT ANY INFORMATION SUBMITTED TO THE SERVICES BY AN AUTHORIZED USER AND SHARED WITH THE SUBSCRIBER OR ANY OTHER AUTHORIZED USER IS ACCURATE.

GETOLI MAKES NO WARRANTY THAT ITS SERVICES WHEN PROVIDED TO SUBSCRIBER IN DIGITAL OR ELECTRONIC FORMAT WILL BE COMPATIBLE WITH SUBSCRIBER COMPUTER AND/OR OTHER EQUIPMENT, OR THAT THESE SERVICES WILL BE SECURE OR ERROR FREE. NOR DOES GETOLI MAKE ANY WARRANTY AS TO ANY RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES.

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11. Indemnification

1. GetOli Indemnification.

a. GetOli shall indemnify, defend, and hold harmless Subscriber from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) (“Losses”) incurred by Subscriber resulting from any Third-Party Claim, suit, action, or proceeding (“Third-Party Claim”) that the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such Third Party’s US intellectual property rights, provided that Subscriber promptly notifies GetOli in writing of the claim, cooperates with GetOli, and allows GetOli sole authority to control the defense and settlement of such claim.

b. If such a claim is made or appears possible, Subscriber agrees to permit GetOli, at GetOli’s sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Subscriber to continue use. If GetOli determines that neither alternative is reasonably available, GetOli may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Subscriber.

c. This Section 11.1 will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by GetOli or authorized by GetOli in writing; (B) modifications to the Services not made by GetOli; (C) Subscriber Data; or (D) Customer Data.

2. Subscriber Indemnification. Subscriber shall indemnify, hold harmless, and, at GetOli’s option, defend GetOli from and against any Losses resulting from any Third-Party Claim that the Subscriber Data, Customer Data, or any use of the Subscriber Data or Customer Data in accordance with this Agreement, infringes or misappropriates such Third Party’s US intellectual property rights and any Third-Party Claims based on Subscriber’s or any Authorized User’s (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized by this Agreement; (iii) use of the Services in combination with data, software, hardware, equipment or technology not provided by GetOli or authorized by GetOli in writing; or (iv) modifications to the Services not made by GetOli, provided that Subscriber may not settle any Third-Party Claim against GetOli unless GetOli consents to such settlement, and further provided that GetOli will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.

3. Sole Remedy. THIS SECTION 11 SETS FORTH SUBSCRIBER’S SOLE REMEDIES AND GETOLI’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

12. Intellectual Property Rights

1. Ownership of Services and Underlying Technology. Subscriber acknowledges and agrees that the Services are provided under license, and not sold, to Subscriber. Subscriber does not acquire any ownership interest in the Services or underlying technology under this Agreement, or any other rights thereto, other than to use the same in accordance with the license granted and subject to all terms, conditions, and restrictions under this Agreement. GetOli reserves and shall retain its entire right, title, and interest in and to the Services and underlying technology and all intellectual property rights arising out of or relating to the Services and underlying technology, except as expressly granted to the Subscriber in this Agreement. Subscriber shall safeguard all Services and underlying technology from infringement, misappropriation, theft, misuse, or unauthorized access.

2. Subscriber Data. GetOli acknowledges that, as between GetOli and Subscriber, Subscriber owns all right, title, and interest, including all intellectual property rights, in and to the Subscriber Data. Subscriber hereby grants to GetOli a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Subscriber Data and perform all acts with respect to the Subscriber Data as may be necessary for GetOli to provide the Services to Subscriber, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Subscriber Data incorporated within the Aggregated Statistics.

3. Customer Data. GetOli does not own any Customer Data. Ownership of all Customer Data shall remain vested in Subscriber and Subscriber shall have sole and exclusive ownership of all rights, titles, and interests in and to the Customer Data. Subscriber hereby grants to GetOli the non-exclusive, non-transferable right during the Term of this Agreement to access and use Customer Data only as necessary for GetOli’s performance under this Agreement, and otherwise use and display Customer Data incorporated within the Aggregated Statistics. Subscriber shall have the sole responsibility for the input, accuracy, quality, integrity, legality, reliability, appropriateness and intellectual property ownership or right to use of all Customer Data. GetOli shall not be responsible or liable for its or Subscriber’s deletion, correction, destruction, damage loss or failure to store any Customer Data. Subscriber is solely responsible for adherence to any privacy act or regulation regarding such Customer Data and GetOli has no responsibility with respect to the same, except for GetOli’s obligation to reasonably protect any such Customer Data in its possession or when providing the Services.

4. Feedback. If Subscriber or any of its employees or contractors sends or transmits any communications or materials to GetOli by mail, email, telephone, or otherwise, suggesting or recommending changes to the Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), GetOli is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Subscriber hereby assigns to GetOli on Subscriber’s behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and GetOli is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although GetOli is not required to use any Feedback.

13. Dispute Resolution

Informal Resolution. GetOli is committed to working with Subscriber to reach a reasonable resolution that satisfies Subscriber in the event of a dispute. For any problem or dispute that Subscriber may have with GetOli, Subscriber acknowledges and agrees that Subscriber will first give GetOli an opportunity to resolve Subscriber’s problem or dispute. In order to initiate this dispute resolution process, Subscriber must first send GetOli a written description of Subscriber’s problem or dispute within thirty (30) days of the Services being performed by sending an email to: CustomerSuccess@getoli.ai. Subscriber then agrees to negotiate with GetOli in good faith about Subscriber’s problem or dispute. This should lead to resolution, but if for some reason Subscriber’s problem or dispute is not resolved satisfactorily within sixty (60) days after GetOli’s receipt of Subscriber’s written description of it, Subscriber agrees to the further dispute resolution provisions below.

14. Miscellaneous

1. Amendment. GetOli reserves the right to amend this Agreement. In the event of material changes to the Agreement, GetOli will notify Subscribers, by email, or by other reasonable means of these changes prior to their enactment. Continued use of the Service by the Subscriber after reasonable notice will be considered acceptance of any new terms.

2. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (which consent shall not be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety without consent of the other party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets provided the assignee has agreed to be bound by all of the terms of this Agreement. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this Section shall be void and of no effect.

3. Attorney’s Fees. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover reasonable costs and attorneys’ fees.

4. Entire Agreement. This Agreement, together with any order forms or Documentation, constitutes the entire agreement between Authorized Users and GetOli and governs Authorized Users use of the Service, superseding any prior agreements between Authorized Users and GetOli (including, but not limited to, any prior versions of this agreement).

5. Export Regulation. The Services utilize software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. The Subscriber shall not, directly or indirectly, export, re-export, or release the Services to, or make the Services accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Subscriber shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Services or the underlying software or technology available outside the US.

6. Governing Law and Venue. Except for the Arbitration Agreement set forth under Section 13, all matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be instituted in the federal courts of the United States of America or the courts of the State of Texas in each case located in the City of Dallas and County of Dallas, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such legal suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court.

7. Limitations Period. No action arising out of or in connection with this Agreement or the transactions contemplated by the Agreement may be brought by either party against the other more than one (1) year after knowledge of the action accrues.

8. Notice. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

9. Relationship. No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither Party has any authority of any kind to bind the other Party in any respect whatsoever.

10. Service Providers. Subscriber acknowledges and agrees that GetOli may use Third Party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service.

11. Severability; Waiver. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. The failure of either party to enforce any provision of this Agreement shall not be deemed a waiver of the provisions or of the right of such party thereafter to enforce that or any other provision.

12. Third Party Integrations. The Services may operate, interface, or integrate with Third Party products and services that Subscriber may use at Subscriber’s option and risk. Access to and use of any Third Party products and services are subject to the separate terms and conditions required by the providers of the Third Party products and services. Subscriber agrees that GetOli has no liability arising from Subscriber’s use of any integrations or arising from the Third Party products and services. GetOli can modify or cancel the integrations at any time without notice. For purposes of calculating downtime, calculation does not include the unavailability of any integration or any Third Party products or services.

13. US Government Rights. Each of the Documentation and the software components that constitute the Services is a “commercial item” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Customer is an agency of the US Government or any contractor therefor, Customer only receives those rights with respect to the Services and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors.

I HEREBY ACKNOWLEDGE THAT I HAVE READ AND UNDERSTAND THIS AGREEMENT AND PRIVACY POLICY AND AGREE THAT MY USE OF THE SERVICES IS AN ACKNOWLEDGMENT OF MY AGREEMENT TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.