Master Subscription Agreement

Section 1. Access to the Services

1.1 Service. We will make the Services and Your Service Data available to You pursuant to this Agreement. We will use commercially reasonable efforts to make the Services available twenty-four (24) hours a day, seven (7) days a week, except during (a) Planned Downtime (of which We will give advance notice via Our Site or via email); and (b) Force Majeure Events.

1.2 Support. We will, at no additional charge, provide You standard customer support for the Services.

1.3 Professional Services. Upon Your request, We may provide Professional Services that will be governed by the terms of this Agreement or a separate Statement of Work.

1.4 Modifications. You acknowledge that Ruddr may modify the features and functionality of the Services during the Subscription Term. Ruddr will not materially decrease the overall functionality of the Services purchased by You during the Subscription Term.

1.5 Additional Features. Your use of any Additional Features provided by Ruddr will be governed by the terms of the applicable Service Order. Your use of any Additional Features that constitute Non-Ruddr Services will be governed by the terms agreed to between you and the provider of such Non-Ruddr Services.We will, at no additional charge, provide You standard customer support for the Services.

1.6 Extension of Rights to Affiliates. You may extend Your rights, benefits and protections provided herein to Your Affiliates and to contractors or service providers acting on Your or Your Affiliates’ behalf, provided that You remain responsible for Your and their compliance hereunder.

Section 2. Use of the Services

2.1 Login Management. Access to and use of certain Services is restricted, such as to the specified number of individual workspace Members, as detailed in the Documentation. For Services that are Member-based, You agree and acknowledge that an Member Login cannot be shared or used by more than one (1) individual per Account. You and Your Members are responsible for maintaining the confidentiality of all Member Login information for Your Account. Absent a written license from Ruddr expressly stating otherwise, You agree and acknowledge that You may not use the Services, including but not limited to the API, to circumvent the requirement for an individual Member Login for each workspace member. Further, Subscriber shall not use the API or any Software in such a way to circumvent applicable Service Plan restrictions or Member licensing restrictions that are enforced in the Service user interface.

2.2 Compliance. As between You and Ruddr, You are responsible for compliance with the provisions of this Agreement by Members and End-Users and for any and all activities that occur under Your Account, which Ruddr may verify from time to time. Without limiting the foregoing, You will ensure that Your and Your Members’ and End-Users’ use of the Services is compliant with all applicable laws and regulations as well as any and all privacy notices, agreements or other obligations You may maintain or enter into with Members or End-Users or any third-party.

2.3 Conduct. In Your use of the Services You agree not to (a) modify, adapt, or hack the Services or otherwise attempt to gain unauthorized access to the Services or related systems or networks; (b) attempt to bypass or break any security or rate limiting mechanism on any of the Services or use the Services in any manner that interferes with or disrupts the integrity, security or performance of the Services and its components; or (c) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of any Software making up the Services.

2.4 System Requirements. A high-speed Internet connection is required for proper transmission of the Services. You are responsible for procuring and maintaining the network connections that connect Your network to the Services including, but not limited to, browser software that supports protocols used by Ruddr. We assume no responsibility for the reliability or performance of any connections as described in this Section.

2.5 Internal Business Purposes Only. You agree not to license, sublicense, sell, outsource, rent, lease, transfer, assign, distribute, time-share or otherwise commercially exploit or resell the Services to any third party, other than authorized Members and End-Users in furtherance of Your internal business purposes as expressly permitted by this Agreement, unless expressly agreed to otherwise in writing by Ruddr. Without limiting the foregoing, Your right to access and use the API is also subject to the restrictions and policies as set forth in the Documentation.

2.6 No Competitive Access. You may not access the Services for competitive purposes or if You are a competitor of Ruddr.

Section 3. Term, Cancellation and Termination

3.1 Term. Unless Your Account and subscription to a Service are terminated in accordance with this Agreement or the applicable Service Order, Your subscription to a Service will renew for a Subscription Term equivalent in length to the then-expiring Subscription Term. Subscription Charges for a new Subscription Term will not increase within the first twenty-four (24) months of Your initial Subscription Term and thereafter can increase by no more than 10% in any subsequent twenty-four (24) month period, provided that We notify You in writing of such increase no less than thirty (30) days prior to the end of the then-expiring Subscription Term.

3.2 Cancellation. Either Party may elect to terminate Your Account and subscription to a Service at the end of Your then-current Subscription Term by providing notice no less than thirty (30) days prior to the end of such Subscription Term. Your subscription to a Service will automatically be terminated after 180 days of inactivity.

3.3 Mutual Termination for Cause. A Party may terminate this Agreement for cause (a) upon written notice to the other Party of a material breach by the other Party if such breach remains uncured after thirty (30) days from the date of receipt of such notice; or (b) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

We will refund any prepaid fees covering the remainder of the Subscription Term as of the effective date of termination if this Agreement is terminated by You in accordance with this Section for Ruddr’s uncured material breach.

You must pay any unpaid fees covering the remainder of the Subscription Term if We terminate this Agreement for Your material breach in accordance with this Section. In no event will Our termination for cause relieve You of Your obligation to pay any fees payable to Us for the period prior to termination.

3.4 Payment Upon Termination. Except for Your termination under Section 3.3, if You terminate Your subscription to a Service or cancel Your Account prior to the end of Your then-effective Subscription Term, or if We terminate or cancel Your Account pursuant to Section 3.3, in addition to any other amounts You may owe Ruddr, You must immediately pay any and all unpaid Subscription Charges associated with the remainder of such Subscription Term.

3.5 No Refunds. Except for Your termination rights under Section 3.3, no refunds for Subscription Charges or other fees or payments will be provided if You terminate a subscription to a Service or cancel Your Account prior to the end of a Subscription Term.

3.6 Export of Service Data. Upon Your written request, We will make Service Data available to You for export or download for thirty (30) days after the effective date of termination, expiration or migration of Your Account, unless We have suspended or terminated Your Account due to Your breach of the Agreement, in which case Your Service Data will be available for download until We notify You of such suspension or termination. Thereafter, We will have no obligation to maintain or provide any Service Data and We will delete Your Service Data unless prohibited by law or legal order. All of Your Service Data may be permanently deleted by us forty-five (45) days after the date of termination.

Section 4. Billing, Plan Modifications and Payments

4.1 Payment and Billing. Unless otherwise expressly set forth in this Agreement, all Subscription Charges are due in full upon commencement of Your Subscription Term. You are responsible for providing valid and current payment information and You agree to promptly update your Account information, including payment information, with any changes that may occur (for example, a change in Your billing address or credit card expiration date). If You fail to pay Your Subscription Charges or any other charges within five (5) days of Our notice to You that payment is delinquent, or if You do not update payment information upon Our request, in addition to Our other remedies, We may suspend access to and use of the Services by You, Members and End-Users.

4.2 Upgrades. If You choose to upgrade Your Service Plan, any incremental Subscription Charges associated with such upgrade will be charged in accordance with the remaining Subscription Term. In any subsequent Subscription Term, Your Subscription Charges will reflect any such upgrades.

4.3 Downgrades. You may downgrade Your Service Plan during any Subscription Term. You will not receive a refund in connection with a downgrade to Your Service Plan, but pricing will be adjusted upon the commencement of your next Subscription Term. Downgrading Your Service Plan may cause loss of content, features, or capacity of the Service as available to You under Your Account.

4.4 Taxes. Unless otherwise stated, Our charges do not include any Taxes. You are responsible for paying Taxes assessed in connection with Your subscription to the Services except those assessable against Ruddr measured by its net income. We will invoice You for such Taxes if We believe We have a legal obligation to do so and You agree to pay such Taxes if so invoiced. We agree to exempt You from any taxes for which You provide to Us a tax exemption certificate; provided, however, that no such exemption shall be extended to You following written notice to Us from a taxing authority of appropriate jurisdiction that You do not qualify for the claimed exemption.

4.5 Payment Agent. If You pay by credit card or certain other payment instruments, the Services provide an interface for the Account owner to change credit card information (e.g., upon card renewal). Payments made by credit card, debit card, ACH, or certain other payment instruments for the Ruddr Service are billed and processed by Ruddr’s Payment Agent. You hereby authorize the Payment Agent to bill Your credit card or other payment instrument in advance on a periodic basis in accordance with the terms of the Service Plan for the Services until Your subscription to the Services terminates, and You further agree to pay any Subscription Charges so incurred. The Account owner will receive a receipt upon each acceptance of payment by the Payment Agent, or they may obtain a receipt from within the Services to track subscription status. The Payment Agent is acting solely as a billing and processing member for and on behalf of Ruddr and shall not be construed to be providing the applicable Service.

Section 5. Confidential Information

In connection with the Services, each Party will protect the other’s Confidential Information from unauthorized use, access or disclosure in the same manner as each Party protects its own Confidential Information, but with no less than reasonable care. Except as otherwise expressly permitted pursuant to this Agreement, each Party may use the other Party’s Confidential Information solely to exercise its respective rights and perform its respective obligations under this Agreement and shall disclose such Confidential Information (a) solely to the employees and/or non-employee service providers and contractors who have a need to know such Confidential Information and who are bound by terms of confidentiality intended to prevent the misuse of such Confidential Information; (b) as necessary to comply with an order or subpoena of any administrative agency or court of competent jurisdiction; or (c) as reasonably necessary to comply with any applicable law or regulation. The provisions of this Section 5 shall control over any non-disclosure agreement by and between the Parties and any such non-disclosure agreement shall have no further force or effect with respect to the exchange of Confidential Information after the execution of this Agreement. For clarity, any exchange of Confidential Information prior to the execution of this Agreement shall continue to be governed by any such non-disclosure agreement. Given the unique nature of Confidential Information, the Parties agree that any violation or threatened violation by a Party to this Agreement with respect to Confidential Information may cause irreparable injury to the other Party. Therefore, the Parties agree such violation or threatened violation shall entitle the other Party to seek injunctive or other equitable relief in addition to all legal remedies.

Section 6. Sub-processors and Security of Service Data

6.1 Sub-processors. Ruddr will utilize Sub-processors who will have access to or process Service Data to assist in providing the Services to You. You hereby confirm and provide general authorization for Ruddr’s use of the Sub-processors listed within our privacy policy. We shall be responsible for the acts and omissions of members of Ruddr Personnel and Sub-processors in their performance of the Services under this Agreement.

6.2 Third-Party Service Providers. Ruddr may use third-party service providers to assist in providing the Services to You, but do not have access to Service Data. Any third-party service providers utilized by Ruddr will be subject to confidentiality obligations which are substantially similar to the confidentiality terms herein. We shall be responsible for the acts and omissions of third-party service providers in their performance of the Services under this Agreement.

6.3 Safeguards. Ruddr will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Service Data.

Section 7. Temporary Suspension

We reserve the right to restrict functionalities or suspend the Services (or any part thereof), Your Account or Your and/or Members’ or End-Users’ rights to access and use the Services and remove, disable or quarantine any Service Data or other content if (a) We reasonably believe that You, Members or End-Users have violated this Agreement; or (b) We suspect or detect any Malicious Software connected to Your Account or use of a Service by You, Members or End-Users, other than Malicious Software originating from our network. We shall not be liable to You, Members, End-Users or any other third party for any modification, suspension or discontinuation of Your rights to access and use the Services. We may refer any suspected fraudulent, abusive, or illegal activity by You, Members or End-Users to law enforcement authorities at Our sole discretion.

Section 8. Non-Ruddr Services

If You decide to enable, access or use Non-Ruddr Services, Your access and use of such Non-Ruddr Services shall be governed solely by the terms and conditions of such Non-Ruddr Services. Ruddr does not endorse, is not responsible or liable for, and makes no representations as to any aspect of such Non-Ruddr Services, including, without limitation, their content or the manner in which they handle, protect, manage or process data (including Service Data), or any interaction between You and the provider of such Non-Ruddr Services. We cannot guarantee the continued availability of such Non-Ruddr Service features, and may cease enabling access to them without entitling You to any refund, credit or other compensation, if, for example and without limitation, the provider of a Non-Ruddr Service ceases to make the Non-Ruddr Service available for interoperation with the corresponding Service in a manner acceptable to Us. You irrevocably waive any claim against Ruddr with respect to such Non-Ruddr Services. We are not liable for any damage or loss caused or alleged to be caused by or in connection with Your enablement, access or use of any such Non-Ruddr Services, or Your reliance on the privacy practices, data security processes or other policies of such Non-Ruddr Services. You may be required to register for or log into such Non-Ruddr Services on their respective websites.

Section 9. Intellectual Property Rights

9.1 Intellectual Property Rights. Each Party shall retain all rights, title and interest in any of its respective Intellectual Property Rights. The rights granted to You, Members and End-Users to use the Service(s) under this Agreement do not convey any additional rights in the Service(s) or in any Intellectual Property Rights of Ruddr associated therewith. Subject only to limited rights to access and use the Service(s) as expressly stated herein, all rights, title and interest in and to the Services and all hardware, Software and other components of or used to provide the Services, including all related Intellectual Property Rights, will remain with Ruddr and belong exclusively to Ruddr.

9.2 Feedback. Ruddr shall have a fully paid-up, royalty-free, worldwide, transferable, sub-licensable (through multiple layers), assignable, irrevocable and perpetual license to implement, use, modify, commercially exploit, incorporate into the Services or otherwise use any suggestions, enhancement requests, recommendations or other feedback regarding the Services that We receive from You, Members, End-Users, or other third parties acting on Your behalf. Ruddr also reserves the right to seek intellectual property protection for any features, functionality or components that may be based on or that were initiated by suggestions, enhancement requests, recommendations or other feedback regarding the Services that We receive from You, Members, End-Users, or other third parties acting on Your behalf.

9.3 Ownership of Service Data. Subscriber shall retain ownership rights, including all Intellectual Property Rights, to all Service Data processed under the terms of this Agreement.

Section 10. Representations, Warranties and Disclaimers

10.1 Warranties. Each Party represents and warrants to the other that (a) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such Party in accordance with its terms; (b) no authorization or approval from any third party is required in connection with such Party’s execution, delivery or performance of this Agreement; and (c) the execution, delivery and performance of the Agreement does not and will not violate the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.

10.2 Ruddr Warranties. We warrant that during an applicable Subscription Term (a) this Agreement and the Documentation will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Service Data; (b) the Services will perform materially in accordance with the applicable Documentation; and (c) we will provide customer support for the Services through in-app chat, support tickets, and by e-mailing help@ruddr.io (the “Support Channels”) and we will respond to all support requests as soon as reasonably practical, but in no case more than 24 hours after the request is received through a Support Channel. For any breach of a warranty in this section, Your exclusive remedies are those described in Section 3.3 herein. The warranties herein do not apply to any misuse or unauthorized modification of the Services made by You, Your Members or Your End-Users.

10.3 Disclaimers. EXCEPT AS SPECIFICALLY SET FORTH IN SECTION 10.2, THE SITES AND THE SERVICES, INCLUDING ALL SERVER AND NETWORK COMPONENTS, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OR ADVICE OBTAINED BY YOU FROM US OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

Section 11. Indemnification

11.1 Indemnification by Us. We will indemnify and defend You from and against any claim brought by a third party against You alleging that Your use of a Service as permitted hereunder, infringes or misappropriates a third party’s valid patent, copyright, trademark or trade secret (an “IP Claim”). We shall, at Our expense, defend such IP Claim and pay damages finally awarded against You in connection therewith, including reasonable fees and expenses of attorneys engaged by Ruddr for such defense, provided that (a) You promptly notify Ruddr of the threat or notice of such IP Claim; (b) We will have sole, exclusive control and authority to select defense attorneys, defend and/or settle any such IP Claim (however, We shall not settle or compromise any claim that results in liability or admission of any liability by You without Your prior written consent); and (c) You fully cooperate with Ruddr in connection therewith. If use of a Service by You, Members or End-Users has become, or, in Our opinion, is likely to become, the subject of any such IP Claim, We may, at Our option and expense (i) procure for You the right to continue using the Service(s) as set forth hereunder; (ii) replace or modify a Service to make it non-infringing; or (iii) if options (i) or (ii) are not commercially reasonable or practicable as determined by Ruddr, terminate Your subscription to the Service(s) and repay You, on a pro-rata basis, any Subscription Charges paid to Ruddr for the unused portion of Your Subscription Term for such Service(s). We will have no liability or obligation under this Section 11.1 with respect to any IP Claim if such claim is caused in whole or in part by (x) compliance with designs, data, instructions or specifications provided by You; (y) modification of the Service(s) by anyone other than Ruddr or Ruddr Personnel; or (z) the combination, operation or use of the Service(s) with other hardware or software where a Service would not by itself be infringing. The provisions of this Section 11.1 state the sole, exclusive and entire liability of Ruddr to You and Your sole remedy with respect to an IP Claim brought by reason of access to or use of a Service by You, Members or End-Users.

11.2 Indemnification by You. You will indemnify, defend and hold Ruddr harmless against any claim brought by a third party against Ruddr (a) arising from or related to use of a Service (and not arising solely from the Service itself) by You, Members or End-Users in breach of this Agreement; or (b) alleging that Your use of the Service or Your Service Data infringes or misappropriates a third party’s valid patent, copyright, trademark or trade secret; provided that (i) We promptly notify You of the threat or notice of such claim; (ii) You will have the sole and exclusive control and authority to select defense attorneys, and to defend and/or settle any such claim (however, You shall not settle or compromise any claim that results in liability or admission of any liability by Us without Our prior written consent); and (iii) We fully cooperate with You in connection therewith.

Section 12. Limitation of Liability

12.1 EXCLUSION OF DAMAGES. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) SHALL EITHER PARTY TO THIS AGREEMENT, OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, SERVICE PROVIDERS, SUPPLIERS OR LICENSORS, BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA (WHERE SUCH DATA IS LOST IN THE COURSE OF TRANSMISSION VIA YOUR SYSTEMS OR OVER THE INTERNET THROUGH NO FAULT OF RUDDR), BUSINESS INTERRUPTION, LOSS OF GOODWILL, COSTS OF COVER OR REPLACEMENT, OR FOR ANY OTHER TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGES, OR FOR ANY OTHER INDIRECT LOSS OR DAMAGES INCURRED BY THE OTHER PARTY OR ITS AFFILIATES IN CONNECTION WITH THIS AGREEMENT, THE SERVICES OR PROFESSIONAL SERVICES, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.

12.2 LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, RUDDR’S AGGREGATE LIABILITY TO YOU, YOUR AFFILIATES, OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT, THE SERVICES OR PROFESSIONAL SERVICES, SHALL IN NO EVENT EXCEED THE SUBSCRIPTION CHARGES AND/OR PROFESSIONAL SERVICES FEES PAID BY YOU DURING THE TWELVE (12) MONTHS PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. YOU ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION 12.2 IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE SUBSCRIPTION CHARGES AND PROFESSIONAL SERVICES FEES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF WE WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. WE HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE YOU WITH THE RIGHTS TO ACCESS AND USE THE SERVICES AND/OR THE PROFESSIONAL SERVICES PROVIDED FOR IN THIS AGREEMENT. THE LIMITATIONS SET FORTH IN SECTION 12.2 SHALL NOT APPLY TO CLAIMS OR DAMAGES RESULTING FROM RUDDR’S IP CLAIMS INDEMNITY OBLIGATIONS IN SECTION 11.1 OF THIS AGREEMENT.

12.3 LIMITATION OF LIABILITY IN THE AGGREGATE. THE LIMITATION OF LIABILITY PROVIDED FOR HEREIN APPLIES IN AGGREGATE TO ANY AND ALL CLAIMS BY SUBSCRIBER AND ITS AFFILIATES, AND SHALL NOT BE CUMULATIVE.

12.4 Jurisdiction-specific exclusions. Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages or for a party’s own fraud, willful injury to the person or property of another, or violation of law which means that some of the above limitations may not apply to You. IN THESE JURISDICTIONS, RUDDR’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

12.5 Enforceable against Ruddr. Any claims or damages that You may have against Ruddr shall only be enforceable against Ruddr and not any other entity, nor any officers, directors, representatives or members of Ruddr or any other entity.

Section 13. Assignment, Entire Agreement and Amendment

13.1 Assignment. You may not, directly or indirectly, by operation of law or otherwise, assign all or any part of this Agreement or Your rights under this Agreement, or delegate performance of Your duties under this Agreement, without Our written prior consent, which consent will not be unreasonably withheld. Notwithstanding the foregoing, subject to Section 2.6 herein, You may, without Our consent, assign this Agreement to an Affiliate or in connection with any merger or change of control of You or the sale of all or substantially all of Your assets, provided that any such successor agrees to fulfill its obligations pursuant to this Agreement. We may assign this Agreement in connection with any merger or change of control of Ruddr or the sale of all or substantially all of Our assets provided that any such successor agrees to fulfill its obligations pursuant to this Agreement. Subject to the foregoing restrictions, this Agreement will be fully binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assigns.

13.2 Entire Agreement. This Agreement constitutes the entire agreement, and supersedes any and all prior agreements between You and Ruddr with regard to the subject matter hereof. This Agreement shall apply in lieu of the terms or conditions in any purchase order, request for information, request for proposal, or other order documentation You or any entity which You represent provide(s) and all such terms or conditions in such purchase order, request for information, request for proposal, or other order documentation are null and void. Except as expressly stated herein, there are no other agreements, representations, warranties or commitments which may be relied upon by either Party with respect to the subject matter hereof. There are no oral promises, conditions, representations, understandings, interpretations or terms of any kind between the Parties, except as may otherwise be expressly provided herein. The headings used herein are for convenience only and shall not affect the interpretation of the terms of this Agreement.

Section 14. Severability

If any term in this Agreement is determined to be invalid or unenforceable by a competent court or governing body, such term shall be replaced with another term consistent with the purpose and intent of this Agreement, and the remaining provisions of this Agreement shall remain in effect.

Section 15. Export Compliance and Use Restrictions

The Services and other Ruddr technology, and derivatives thereof, may be subject to export controls and economic sanctions laws and regulations of the United States and other jurisdictions. Subscriber agrees to comply with all such laws and regulations as they relate to the access to and use of the Services and other Ruddr technology. Each Party represents that it (nor its parents or controlling shareholders) is not named on any U.S. government or other applicable restricted-party list, and Subscriber will not, and will not permit any Member or End-User to: (a) access or use any Service in a U.S.-embargoed or U.S.-sanctioned country or region, (e.g., Cuba, Iran, North Korea, Syria, Crimea, or any other country or region embargoed or sanctioned during the Subscription Term); (b) access or use any Service if Subscriber, Member, or End-User is named on any U.S. government or other applicable restricted-party list; (c) place any information in the Services that is controlled under the U.S. International Traffic in Arms Regulations or other similar laws; or (d) access or use any Service for any purpose prohibited by the United States or applicable international import and export laws and regulations.

Ruddr reserves the unconditional right to refuse to enter into a contractual relationship with any particular company, legal entity or individual on the basis of export control restrictions, embargoes, sanctions or other considerations to the extent permitted by law.

Section 16. Relationship of the Parties

The Parties are independent contractors and this Agreement does not create a partnership, franchise, joint venture, general agency, fiduciary or employment relationship between the Parties.

Section 17. Notice

17.1 Notices to Subscriber. All notices provided by Ruddr to You under this Agreement may be delivered in writing by (a) nationally recognized overnight delivery service (“Courier”) or U.S. mail to the contact mailing address provided by You; or (b) electronic mail to the electronic mail address provided for Your Account owner.

17.2 Notices to Ruddr. All Legal Notices provided by You to Ruddr under this Agreement must be delivered in English and in writing by (a) Courier or U.S. mail to 1050 Crown Pointe Parkway, Suite 500, Atlanta, GA 30338 U.S.A. Attn: Legal Department; or (b) electronic mail to legal@ruddr.io. All other notices provided by You to Ruddr under this Agreement must be delivered in English and in writing by electronic mail to hello@ruddr.io.

17.3 All notices provided by either Party to the other shall be deemed to have been given immediately upon delivery by electronic mail; or upon the earlier of proof of receipt or two (2) business days after being deposited in the mail or with a Courier as permitted above.

Section 18. Governing Law

This Agreement shall be governed by the laws of the State of Georgia in the United States, without reference to conflict of laws principles. Any disputes under this Agreement shall be resolved in the applicable State or Federal courts located in Georgia. You hereby expressly agree to submit to the exclusive personal jurisdiction of this jurisdiction for the purpose of resolving any dispute relating to this Agreement, or relating to access to or use of the Services by You, Members or End-Users.

Section 19. Federal Government End Use Provisions

If You are a U.S. federal government department or agency or contracting on behalf of such department or agency, each of the Services is a “Commercial Product” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as those terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Services are licensed to You with only those rights as provided under the terms and conditions of this Agreement.

Section 20. Ethical Conduct and Compliance

Neither Party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of its employees or members in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.

Section 21. Survival

Sections 2.1, 3.5, 3.6, 4.4, 5 – 7, 9, 12 – 18 and 23 shall survive termination of this Agreement with respect to use of the Services by You, Members or End-Users. Termination of this Agreement shall not limit a Party’s liability for obligations accrued as of or prior to termination or for any breach of this Agreement.

Section 22. Non-Solicitation

During the term, and one year thereafter, the Parties will not, directly, or indirectly (whether for compensation or without compensation) recruit, solicit or induce, or attempt to induce, any employee or contractor of the other Party to terminate their employment or contractual relationship with that Party.

In the event that a Party or its related parties make an offer, directly or indirectly, to any person who has been in the employment of the other Party or to any contractor employed by the other Party at any time during the term, then the Party agrees to pay a sum equivalent to 12 months of remuneration to the other Party within 15 days of the date of the offer letter. Remuneration will include all fixed, variable and success linked remuneration as enumerated in the offer letter.

Section 23. Definitions

When used in this Agreement with initial letters capitalized, these terms have the following meaning:

“Account” means any Ruddr workspace instance created by, or on behalf of, Subscriber or its Affiliates within the Services.

“Additional Feature(s)” means additional features or functionality that are available or enabled through the Services, but do not form part of the Service. Additional Features are purchased or enabled separately and distinctly from Your Service Plan.

“Affiliate(s)” means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, whereby “control” (including, with correlative meaning, the terms “controlled by” and “under common control”) means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.

“Agreement” means the Master Subscription Agreement and other mutually executed documents.

“API” means the application programming interfaces developed, made available and enabled by Ruddr that permit Subscribers to access certain functionality provided by the Services, including, without limitation, the REST API that enables the interaction with the Services automatically through HTTP requests and the application development API that enables the integration of the Services with other web applications.

“Confidential Information” means all information disclosed by one Party to the other Party which is in tangible form and designated as confidential or is information, regardless of form, which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure, including but not limited to the pricing terms. Notwithstanding the foregoing, Confidential Information shall not include information that (a) was already known to the receiving Party at the time of disclosure by the disclosing Party; (b) was or is obtained by the receiving Party from a third party not known by the receiving Party to be under an obligation of confidentiality with respect to such information; (c) is or becomes generally available to the public other than by violation of this Agreement or another valid agreement between the Parties; or (d) was or is independently developed by the receiving Party without the use of the disclosing Party’s Confidential Information.

“Documentation” means any written or electronic documentation, images, video, text or sounds specifying the functionalities or limitations of the Services or describing Service Plans, as applicable, provided or made available by Ruddr to You in the Ruddr help center at https://help.ruddr.io.

“End-User(s)” means any person or entity other than Subscriber or Members with whom Subscriber, its Members, or its other End-Users interact while using a Service.

“Force Majeure Event” means any circumstances beyond Our reasonable control, including, but not limited to, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Our employees).

“Intellectual Property Rights” means any and all of a Party’s patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights.

“Legal Notice” means any notice provided by Subscriber to Ruddr under Sections 3.3 of this Agreement.

“Malicious Software” means any viruses, malware, Trojan horses, time bombs, or any other similar harmful software.

“Member(s)” means an individual (including those of Your Affiliates) authorized to use the Service(s) through Your Account as a member or administrator, each as identified through an individual Member Login.

“Member Contact Information” means information about Your Members, such as their name and email address, that Ruddr stores separate from the Services in order to, among other things, communicate with Your Members and provide customer support. Member Contact Information is not considered Service Data.

“Member Login” means a unique email address and associated password provisioned to an individual to permit them to access the Services.

“Non-Ruddr Services” means third party products, applications, services, software, networks, systems, directories, websites, databases and information which a Service links to, or which You may connect to or enable in conjunction with a Service, including, without limitation, services or software which may be integrated directly into Your Account by You or at Your direction.

“Payment Agent(s)” means the payment processor responsible for billing Subscription Charges related to Your Subscription Term.

“Personnel” means employees and/or non-employee contractors of Ruddr engaged by Ruddr in connection with performance hereunder.

“Planned Downtime” means planned downtime for upgrades and maintenance to the Services scheduled in advance of such upgrades and maintenance.

“Privacy Policy” means Ruddr’s Privacy Policy located at https://www.ruddr.com/privacy-policy, the terms of which are incorporated herein by reference.

“Professional Services” means consulting or professional services (including any training, success and implementation services) provided by Ruddr Personnel as indicated on a Service Order or other written document such as a statement of work. Professional Services may also be referred to as Consulting Services.

“Ruddr” means Nexza, Inc., a Delaware corporation doing business as Ruddr, or any of its successors or assignees.

“Service(s)” means the products and services that are used, whether on a trial or paid basis, and made available online by Us, via the applicable subscriber login link and other web pages designated by Us, including, individually and collectively, the applicable Software, updates, API, and Documentation that are provided under this Agreement. “Services” exclude (a) Non-Ruddr Services as that term is defined in this Agreement; and (b) any Additional Features that are not provided under this Agreement or Your Service Plan. From time to time, the names and descriptions of the Services or any individual Service may be changed by execution of a Service Order.

“Service Data” means all electronic data, text, messages, communications or other materials submitted to and stored within a Service by You, Members and End-Users in connection with Your use of such Service, excluding Member Contact Information.

“Service Order” means one or more service orders executed by You and Us describing the Services purchased and incorporating the terms of this Master Subscription Agreement by reference.

“Service Plan(s)” means the packaged service plan(s) and the functionality and services associated therewith as described in the applicable Documentation.

“Site” means a website operated by the Ruddr, including www.ruddr.io, www.ruddr.com, as well as all other websites that Ruddr operates.

“Software” means software provided by Ruddr (either by download or access through the internet) that allows Members or End-Users to use any functionality in connection with the applicable Service.

“Sub-processor(s)” means any third-party data processor engaged by Ruddr, who receives Service Data from Ruddr for Processing on behalf of Subscriber.

“Subscription Charges” means all charges associated with Your access to and use of an Account.

“Subscription Term” means the period during which You have agreed to subscribe to a Service.

“Taxes” means taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction.

“We,” “Us” or “Our” means Ruddr as defined herein.

Last updated: March 20, 2024