SQOR TERMS OF SERVICE

These Sqor Terms of Service (this “Agreement”) is entered into by and between Sqor, Inc. (“Sqor”) and the entity or person placing an order for or accessing the Services (“Customer” or “you”). This Agreement consists of the terms and conditions set forth below, any exhibits or addenda identified below and any ordering documents, online registration, order descriptions or order confirmations referencing this Agreement (“Order Forms”). If you are accessing or using the 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.

The “Effective Date” of this Agreement is the date which is the earlier of (a) Customer’s initial access to the 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.

Modifications: You acknowledge and agree that sqor may modify the terms and conditions of this Agreement in accordance with Section 12 (Modifications).BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING THE 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 SERVICES. FOR CLARITY, EACH PARTY EXPRESSLY AGREES THAT THIS AGREEMENT IS LEGALLY BINDING UPON IT.


1. SQOR SERVICES.

Sqor offers a suite of Services for data integration, data governance and audience management, as further described below and in the Documentation.

1.1. Overview. sqor’s “Connections” Service acts as a central hub for Customer Data, allowing Customer to collect Customer Data from its selected sources (“Sources”), such as its own or third-party websites or properties, and send the Customer Data to Customer’s chosen destinations (“Destinations”), such as Customer’s databases or its accounts with third-party applications or services, for Customer’s further use. The supported Sources and Destinations are identified in the Documentation. For Sources owned or controlled by Customers (“Customer Properties”), Customer enables the collection of Customer Data by implementing sqor’s JavaScript, SDK or other code (“sqor Code”) on such Customer Properties. As further described below and in the Documentation, Customer maintains control over which Sources and Destinations it uses with the Services, as well as the types and content of Customer Data it shares between its Sources and Destinations.

1.2. Additional Services. If included on an Order Form, Customer may also receive access to additional sqor services that may be used with Connections (e.g. Personas or Protocols). The features of any additional services are further described in the applicable Order Form. For clarity, any additional services are considered part of the Services for purposes of this Agreement.

1.3. Definitions

“Customer Data” means any data that Customer submits to the Services, including data that it collects from Customer Properties or retrieves from other Sources through the Services, including as may be incorporated in any Customer reports or output generated by the Services. Customer Data does not, however, include any sqor or third-party templates, technology or data.

“Documentation” means the end user technical documentation provided with the Services, as may be modified from time to time.

“Laws” means all applicable local, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer, international communications, and the exportation of technical or personal data.

“Sensitive Personal Information” means any of the following: (i) credit, debit or other payment card data subject to the Payment Card Industry Data Security Standards (“PCI DSS”), or other financial account numbers or credentials; (ii) patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act (“HIPAA”); (iii) social security numbers, driver’s license numbers or other government ID numbers; (iv) any information deemed to be “special categories of data” of an EU resident (as defined in European Union Regulation 2016/679); or (v) other personal or sensitive information subject to regulation or protection under the Gramm-Leach-Bliley Act, Children’s Online Privacy Protection Act or similar foreign or domestic Laws.“Service(s)” means the specific sqor proprietary hosted service(s) (e.g. Connections, Protocols, Personas) specified on an Order Form, including any related sqor dashboards, APIs and sqor Code.“Usage Data” means sqor’s technical logs, account and login data, data and learnings about Customer’s use of the Services (e.g., frequency of logins, volume of Customer Data collected or sent to Destinations). For clarity, Usage Data does not include Customer Data.

1.4. Provision of the Services. The Services are provided on a subscription basis for a set term designated on the Order Form (each, a “Subscription Term”) unless otherwise specified in Section 2 (Service Plans and Beta Releases). Customer shall purchase and sqor shall provide the Services as specified in the applicable Order Form.

1.5. Access to the Services. During the Subscription Term (as defined below), Customer may access and use the Services for its internal business operations, subject to this Agreement, the Documentation, and any scope of use restrictions on the applicable Order Form. This includes the right to implement sqor Code on Customer Properties in order to collect Customer Data for use with the Services. Access to the Services is limited to Customer’s employees and contractors acting for the sole benefit of Customer (“Permitted Users”). Customer and its Permitted Users may need to register for a sqor account in order to access or use the Services. Account registration information must be accurate, current and complete, and will be governed by sqor’s Privacy Policy (currently available at https://sqor.com/docs/legal/privacy/). Customer is responsible for any use of the Services by its Permitted Users and their compliance with this Agreement. Customer shall keep confidential its user IDs and passwords for the Services and remain responsible for any actions taken through its accounts.

1.6. Use Restrictions. Customer shall not (and shall not permit any third party to): (a) rent, lease, provide access to or sublicense the Services to a third party; (b) use the Services to provide, or incorporate the Services into, any product or service provided to a third party; (c) use the Services to develop a similar or competing product or service; (d) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the Services, except to the extent expressly permitted by applicable law (and then only upon advance notice to sqor); (e) copy, modify or create any derivative work of the Services or any Documentation; (f) remove or obscure any proprietary or other notices contained in the Services (including any reports or data printed from the Services); or (g) publicly disseminate performance information regarding the Services.

1.7. Storage and Processing of Customer Data. During each Subscription Term, sqor may store certain Customer Data submitted from Sources to enable various features and functionality of the Services, including for “replay” and re-sending of Customer Data to Destinations at Customer’s direction. Customer acknowledges that Customer Data transmitted through the Services may be stored and processed by sqor in the United States or in other countries as approved or directed by Customer (e.g., through Customer’s selection of a regional option through the Services). For clarity, nothing in this Section 1.6 prohibits sqor from transmitting Customer Data to Customer’s designated Destinations as part of the Services.

1.8. Data Protection Addendum. The parties agree to comply with the terms of the Data Protection Addendum attached as Exhibit B.

2. SERVICE PLANS AND BETA RELEASES

2.1. Services Plans. sqor makes available the Services through paid plans (“Paid Plans”), a free “Free” plan (“”), a free “Free” plan (“Free Plan”) and trial plans (“Trial Plans”). Current plans are described at ”). Current plans are described at https://sqor.com/pricinghttps://sqor.com/pricing and Customer’s specific plan will be identified in the Order Form presented when Customer registers, orders or pays for the Services. Customer’s permitted scope of use (such as features available, permitted number of monthly tracked users (MTUs) and other usage limits) depends on the plan that Customer selects and will be specified on the applicable Order Form.

2.2. Paid Plans. Paid Plans are provided for the Subscription Term designated on the applicable Order Form and, unless otherwise specified on the Order Form, each Subscription Term shall automatically renew for the same period as the then-current Subscription Term unless either party gives the other written notice of termination at least thirty (30) days prior to expiration of the then-current Subscription Term (e.g., monthly Paid Plans will automatically roll over month-to-month and annual Paid Plans will automatically renew for additional 12-month periods).

2.3. Free Plans and Trial Plans

a) Free Plans. Under Free Plans, Customer may use the Services, and the Subscription Term is ongoing until either (a) sqor or Customer terminate this Agreement or (b) sqor ceases to offer the Free Plan, whichever occurs first.

b) Trial Plans. Under Trial Plans, Customer may use the Services solely to determine whether to purchase a Paid Plan, and the Subscription Term will be thirty (30) days unless otherwise specified in the Order Form. If Customer does not upgrade from a Trial Plan to a Paid Plan at the end of the Subscription Term, then Customer’s access to the Services may be limited or suspended (to be determined at sqor’s sole discretion) until such time as Customer terminates this Agreement or converts to a Paid Plan.

c) Special Terms. Free Plans and Trial Plans may not include all features or functionality offered as part of Paid Plans, and sqor reserves the right to add or subtract any features or functionality at any time for such plans. sqor has the right to suspend or terminate a Free Plan or Trial Plan at any time for any reason.

2.4. Beta Releases. Customer may receive access to a Service (or Service features) as an alpha, beta or early access offering (“Beta Releases”). sqor identifies all Beta Releases as such and any usage by Customer is optional. Use of a Beta Release is permitted only for Customer’s internal evaluation during the period designated by sqor (or if not designated, 30 days) and may be subject to additional terms provided by sqor and agreed by Customer. sqor may suspend or terminate Customer’s access to Beta Releases at any time for any reason. Beta Releases may be inoperable, incomplete or include features that sqor may never release, and their features and performance information are sqor’s Confidential Information. ”). Notwithstanding anything else in this Agreement, sqor’s liability for Beta Releases will not exceed US$50.Notwithstanding anything else in this Agreement, sqor’s liability for Beta Releases will not exceed US$50.

3. CUSTOMER OBLIGATIONS

3.1. Data Collection.Subject to this Agreement and as further described in the Documentation, Customer may configure the Customer Data elements to be collected from Sources and shared with different Destinations. In some instances, as referenced in the Services dashboard and Documentation, enabling a third-party Destination involves implementing the third-party provider’s own SDK or code on Customer Properties. As a result, in these cases, certain default data designated by that Destination’s provider may be sent directly to Customer’s accounts with that Destination, rather than passing through the Services.

3.2. Rights in Customer Data. Customer is solely responsible for the accuracy, content and legality of all Customer Data. Customer represents and warrants to sqor that (1) Customer will comply with all applicable Laws in its use of the Services (including, if applicable, the California Online Privacy Protection Act, European Union Regulation 2016/679 and similar Laws governing cross-site tracking or automated decision-making) and (2) Customer has provided all disclosures and obtained all necessary rights, consents and permissions to collect, share and use Customer Data as contemplated in this Agreement (including granting sqor the rights in Section 5.1 and Customer’s building, tracking, using or sharing of any user profiles, traits or audiences), without violation or infringement of (i) any third party intellectual property, publicity, privacy or other rights, (ii) any Laws, or (iii) any terms of service, privacy policies or other agreement governing the Customer Properties or Customer’s accounts with third-party Sources or Destinations. By enabling use of the Services with any Source or Destination, Customer authorizes sqor to access Customer’s accounts with such Source or Destination for the purposes described in this Agreement. In addition, in order to provide the Services to Customer and improve sqor’s integrations with Sources and Destinations, sqor may also disclose Customer’s status as a sqor customer and related technical Services data to the providers of Customer’s Sources and Destinations.

3.3. No Sensitive Personal Information. Customer specifically agrees not to use the Services to collect, store, process or transmit any Sensitive Personal Information. Customer acknowledges that sqor is not a Business Associate or subcontractor (as those terms are defined in HIPAA) or a payment card processor and that the Services is neither HIPAA nor PCI DSS compliant. sqor shall have no liability under this Agreement for Sensitive Personal Information, notwithstanding anything to the contrary herein.Customer specifically agrees not to use the Services to collect, store, process or transmit any Sensitive Personal Information. Customer acknowledges that sqor is not a Business Associate or subcontractor (as those terms are defined in HIPAA) or a payment card processor and that the Services is neither HIPAA nor PCI DSS compliant. sqor shall have no liability under this Agreement for Sensitive Personal Information, notwithstanding anything to the contrary herein.

3.4. Indemnification by Customer. Customer shall indemnify, defend and hold harmless sqor from and against any and all third-party claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with any Customer Data or breach or alleged breach by Customer of Sections 3.2 (Rights in Customer Data) or 3.3 (No Sensitive Personal Information). This indemnification obligation is subject to Customer receiving (i) prompt written notice of such claim (but in any event notice in sufficient time for Customer to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense, or settlement of such claim; and (iii) all reasonably necessary cooperation of sqor (at Customer’s expense for reasonable out-of-pocket costs).

4. SECURITY

sqor agrees to use commercially reasonable technical and organizational measures designed to prevent unauthorized access, use, alteration or disclosure of the Services or Customer Data, as further described in sqor’s Information Security Policy attached as Exhibit A. However, sqor shall have no responsibility for errors in transmission, unauthorized third-party access or other causes beyond sqor’s control.

5. OWNERSHIP

5.1. Customer Data. As between the parties, Customer shall retain all right, title and interest (including any and all intellectual property rights) in and to the Customer Data as provided to sqor. Subject to the terms of this Agreement, Customer hereby grants to sqor a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, modify, create derivative works of and display the Customer Data solely to the extent necessary to provide the Services to Customer during the Subscription Term.

5.2. Sqor Technology. This is a subscription agreement for access to and use of the Services. Customer agrees that sqor or its suppliers retain all right, title and interest (including all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the Services, all Documentation and any and all related and underlying technology and documentation and any derivative works, modifications or improvements of any of the foregoing, including as may incorporate Feedback (as defined below). sqor may generate Usage Data to operate, improve, analyze and support the Services, for benchmarking and reporting and for sqor’s other lawful business purposes. Except as expressly set forth in this Agreement, no rights in the Services or any sqor technology are granted to Customer.

5.3. Feedback. Customer, from time to time, may submit comments, questions, suggestions or other feedback relating to any sqor product or service to sqor (“FeedbackFeedback”). sqor may freely use or exploit Feedback in connection with any of its products or services.”). sqor may freely use or exploit Feedback in connection with any of its products or services.

6. FEES & PAYMENT

6.1. Fees and Payment. All fees for Paid Plans are as set forth in the applicable Order Form and shall be paid by Customer in accordance with the payment terms set forth in the Order Form. If no payment terms are specified in the Order Form, then the following default terms apply: (i) for monthly Subscription Terms, Customer will pay all fees at the end of the month and (ii) for annual Subscription Terms, Customer will pay all fees within thirty (30) days of invoice. Except as expressly set forth in Section 12.1 (Modifications to this Agreement), all fees are non-refundable. sqor reserves the right to increase the rates specified in the Order Form upon any renewal of a Subscription Term. Any late payments shall be subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less.

6.2. Taxes. sqor’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, including for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “”) and Customer shall be responsible for payment of all Taxes associated with this Agreement and all Order Forms, except that sqor is solely responsible for taxes assessable against sqor based on sqor’s net income, property, and employees. If any deduction or withholding is required by law, Customer shall notify sqor and shall pay sqor any additional amounts necessary to ensure that the net amount that sqor receives, after any deduction and withholding, equals the amount sqor would have received if no deduction or withholding had been required.

6.3. Overages. If Customer exceeds its permitted usage in any month of a Subscription Term as specified in an Order Form, sqor reserves the right to charge overage fees in respect of such excess usage at the applicable overage rates set forth in the Order Form. Customer will pay any overage fees monthly in arrears.

7. TERM AND TERMINATION

7.1. Term. This Agreement is effective as of the Effective Date and expires on the date of expiration or termination of all Subscription Terms. This Agreement is effective as of the Effective Date and expires on the date of expiration or termination of all Subscription Terms.

7.2. Termination for Cause. Either party may terminate this Agreement (including all related Order Forms) if the other party (a) fails to cure any material breach of this Agreement (including a failure to pay fees or comply with applicable scope of use restrictions) within thirty (30) days after written notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter). For clarity, nothing in this Section7.2 limits sqor’s right to terminate or suspend any Free Plan or Trial Plan as set forth in Section 2.3 (Free Plans and Trial Plans).

7.3. Suspension of Services. Without limiting sqor’s termination or other rights hereunder, sqor reserves the right to suspend Customer’s access to the Services (and any related services) in whole or in part, without liability to Customer: (i) if Customer’s account is thirty (30) days or more overdue; (ii) for Customer’s breach of Sections 1.5 (Access to the Services), 1.6 (Use Restrictions) or 3 (Customer Obligations); or (iii) to prevent harm to other customers or third parties or to preserve the security, availability or integrity of the Services. When practicable, sqor will use reasonable efforts to provide Customer with advance notice of the suspension (email sufficing). Unless this Agreement has been terminated, sqor will cooperate to restore Customer’s access to the Services promptly after sqor verifies that Customer has resolved the issue requiring suspension.

7.4. Effect of Termination. Upon any expiration or termination of this Agreement, Customer shall immediately cease any and all use of and access to the Services (including any and all related sqor technology), cease distributing any sqor Code installed on Customer Properties, and delete (or, at sqor’s request, return) any and all copies of the Documentation, any sqor passwords or access codes and any other sqor Confidential Information in its possession. Customer acknowledges that following termination it shall have no further access to any Customer Data in the Services, and that sqor may delete any such data as may have been stored by sqor at any time. Upon any expiration or termination of this Agreement, sqor shall delete all Customer Data within sixty (60) days after receipt of Customer’s written request. Notwithstanding the foregoing, Customer understands that sqor may retain copies of Customer Data in regular backups or as required by Laws, which will remain subject to the security standards in Section 4 (Security). Except where an exclusive remedy is specified, the exercise of either party of any remedy under this Agreement, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law or otherwise.

7.5. Survival. The following Sections shall survive any expiration or termination of this Agreement: 1.5 (Use Restrictions), the disclaimers in Section 2.4 (Beta Releases), 3.4 (Indemnification by Customer), 5 (Ownership), 6.1 (Fees and Payment), 7 (Term and Termination), 8 (Warranty Disclaimer), 9 (Limitation of Remedies and Damages), 10 (Confidential Information), 12 (Modifications) and 13 (General Terms).

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