Terms and Conditions

1.1 The Service

Subject to all the terms of this Agreement, during the term of an applicable Order Form, SlashExperts will provide Customer with the SlashExperts' platform to help Customer's prospects engage with end customer personnel ("Experts") for reference purposes (the "Service"). Customer will have a non-sublicensable, non-transferrable (except with an assignment of this Agreement as authorized herein), nonexclusive, limited right to remotely access and use the Service for the purposes for which it is provided. Such access and use applied to Customer's personnel for Customer's own internal benefit ("Authorized Users"). Customer is responsible for its Authorized Users' compliance with this Agreement.

1.2 General Restrictions

Customer shall not (and shall not allow any third party to): (a) rent, lease, copy, provide access to or sublicense any part of the Service to a third party; (b) use any part of the Service to help develop any products or services that compete with any part of the Service; (c) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code to any of any part of the Service; or (d) modify or create derivatives of the any part of the Service or any other materials provided by SlashExperts.

1.3 Support

SlashExperts will provide Customer with reasonable support as it determines appropriate.

1.4 Feedback

Notwithstanding anything else, Customer grants SlashExperts a perpetual, irrevocable, royalty free, paid-up, sub-licensable, right and license to use, display, reproduce, distribute and otherwise exploit Feedback for any purposes. SlashExperts agrees that (i) Customer does not have to provide Feedback, and (ii) all Feedback is provided "AS IS". "Feedback" means all suggestions for improvement or enhancement, recommendations, comments, opinions or other feedback provided by Customer (whether in oral, electronic or written form) to SlashExperts for any part of the Service.

"Customer Data" means all (i) data provided by Customer or its systems or end users to SlashExperts, and (ii) all data (if any) collected by the Services from Customer's equipment or environment. As between the parties, Customer shall retain all right, title and interest in the Customer Data.

2.1 License of Data

Subject to the terms of this Agreement, Customer hereby grants to SlashExperts a non-exclusive, worldwide, royalty-free right to use the Customer Data to the extent necessary to provide the Service to Customer. Customer represents and warrants that (i) it has all rights and authorization to provide the Customer Data, and (ii) Customer's provision, use and maintenance of Customer Data complies with all laws, regulations and third-party rights.

2.2 Security

SlashExperts will implement and maintain an industry-standard information security program with administrative, physical, and technical safeguards designed to protect the integrity of Customer Data.

No intellectual property rights are assigned or transferred by either party in connection with this Agreement. For clarity, SlashExperts owns all aspects of the Service.

4.1 Fees; Payment

All fees are as set forth in the applicable Order Form. Subscription fees are payable in advance. Fees must be paid within thirty (30) days of Customer's receipt of SlashExperts' invoice, unless otherwise specified in the applicable Order Form. If Customer disagrees with an invoice, it must notify SlashExperts within thirty (30) days from receipt of the invoice – or it is deemed final. To the extent Customer has provided SlashExperts with a credit card or bank account information to process payments, it authorizes SlashExperts to automatically charge such card/account. Customer must keep all card/account information correct and up-to-date with SlashExperts. SlashExperts' fees are exclusive of all taxes and other governmental assessments. Customer is responsible for all of the foregoing — other than taxes based on the income of SlashExperts. Except as expressly set out herein, all fees are non-cancellable and non-refundable.

4.2 Late Payments

In the event of late payments, Customer agrees to pay interest at the rate of one and one-half percent (1.5%) per month (or the maximum rate permitted by applicable law, whichever is less), plus all costs of collection. If Customer's account is thirty (30) days or more overdue, in addition to any of its other rights or remedies, SlashExperts reserves the right to suspend Customer's access to the Service, on five (5) days email notice, without liability to Customer until such amounts are paid in full.

5.1 Term

This Agreement will begin on the Effective Date and terminate as set forth below. Unless otherwise terminated as set forth below, each Order Form will begin on its effective date and have the initial term set forth thereon. Thereafter, each Order Form will automatically renew for successive renewal terms of equal length to the initial term, unless either party provides the other party with written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term; provided that, unless otherwise set forth in an Order Form, any pilot or proof-of-concept or evaluation term will only renew on written agreement of the parties.

5.2 Termination

Either party may terminate this Agreement on thirty (30) days written notice if there are no Order Forms in effect. There is no other right to terminate for convenience. Order Forms cannot be terminated for convenience. In addition, either party may terminate this Agreement if the other party (a) fails to cure any material breach of this Agreement within thirty (30) days after written notice (such notice must contain sufficient detail as to the nature of the breach and expressly state the intent to terminate) (email notice is sufficient in the case of non-payment); (b) ceases operation without a successor; or (c) seeks protection under, or is subject to, any bankruptcy, receivership or comparable proceeding. For clarity, termination of this Agreement will automatically terminate all Order Forms.

5.3 Effect of Termination

Upon any expiration or termination of this Agreement, (i) Customer shall immediately cease any and all use of and access to the Service, and (ii) each party will return to the other party (or destroy at the discloser's request) such other party's Confidential Information (subject to Section 5.4 below). In the event this Agreement is terminated by Customer for SlashExperts' uncured breach as authorized in Section 5.2, or is terminated pursuant to Sections 6.2 or 7, SlashExperts will promptly refund to Customer all fees paid in advance for the remainder of the term. In the event of any other termination, all fees that but for termination would otherwise have been due for the full term of all Order Forms (as if no termination had occurred) will be non-cancellable and non-refundable (and, if not already paid, will become promptly due).

5.4 Data on Termination

During the thirty (30) days period immediately following expiration or termination of this Agreement, SlashExperts will provide Customer with access to the Customer Data for download. Thereafter, all data may be deleted by SlashExperts.

5.5 Survival

The following Sections shall survive any expiration or termination of this Agreement: 1.2, 1.4, 1.6, 4 (with respect to outstanding payment obligations), 5, 6.3, 7, 8 and 10.

6.1 Mutual Warranties

Each party represents and warrants that (i) it has all right, power, and authority to execute this Agreement and perform hereunder, (ii) its activities in connection with this Agreement will not violate any laws or regulations, and (iii) its performance will not conflict with any obligations it has to any third party.

6.2 Limited Warranty

SlashExperts warrants, for Customer's benefit only, that the Service will operate free of material defects and will comply with any technical specifications it makes available or otherwise agreed to by the parties in writing. The limited warranty set forth in this Section 6.2 shall not apply if the Service is provided on a no-charge or evaluation basis.

6.3 Disclaimer; Limitation

EXCEPT FOR THE LIMITED WARRANTY IN SECTION 6.2, THE SERVICE IS PROVIDED "AS IS" AND SLASHEXPERTS DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

CUSTOMER ACKNOWLEDGES THAT SLASHEXPERTS DOES NOT CONTROL THE EXPERTS. AS SUCH, NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IT MAKES NO WARRANTIES WITH RESPECT TO THE ACTS, OMISSIONS, OR INFORMATION PROVIDED BY ANY EXPERT.

EXCEPT FOR SLASHEXPERTS' INDEMNITY OBLIGATIONS WITH RESPECT TO THE INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS, OR A PARTY'S GROSSLY NEGLIGENT OR WILLFUL BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ANY THIRD-PARTY, UNDER ANY LEGAL OR EQUITABLE THEORY OF LAW, WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT FOR ANY (I) INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE, OR (II) AMOUNTS IN THE AGGREGATE IN EXCESS OF THE FEES PAID BY CUSTOMER TO SLASHEXPERTS DURING THE IMMEDIATELY PRECEDING TWELVE (12) MONTH PERIOD (OR, IF NO AMOUNTS HAVE BEEN PAID, SUCH AMOUNT SHALL BE US$1,000.00) ("STANDARD CAP").

SlashExperts shall indemnify and hold harmless Customer from and against any third-party claim, action, or suit that the Service (but not the acts, omissions, or information provided by any Experts) infringes any third-party intellectual property rights provided that Customer provides SlashExperts with: (i) prompt written notice of such claim; (ii) sole control of all defense and settlement activities; and (iii) all reasonably necessary cooperation of Customer. If Customer's use of the Service is, or in SlashExperts' opinion is likely to be, enjoined due to the type of infringement specified above, or if required by settlement, SlashExperts may, in its sole discretion: (a) substitute substantially functionally similar products or services; (b) procure for Customer the right to continue using the Service; or if (a) and (b) are commercially impracticable, (c) terminate the Agreement on ten (10) days' notice and SlashExperts will promptly issue a refund to Customer as set out in Section 6.2.

Each party agrees that all business and technical information it obtains ("Receiving Party") from the disclosing party ("Disclosing Party") constitute the confidential property of the Disclosing Party ("Confidential Information"), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. Except as expressly authorized herein, the Receiving Party will, using reasonable measures, hold in confidence and not use or disclose any Confidential Information. The Receiving Party's nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; or (ii) is or has become public knowledge through no fault of the Receiving Party. If required to be disclosed by law, the Receiving Party will immediately notify the Disclosing Party and use its best efforts to limit the disclosure. The Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore, that upon any such disclosure by the Receiving Party, the Disclosing Party shall be entitled to appropriate equitable relief (without the posting of a bond or similar instrument) in addition to whatever other remedies it might have at law.

If Customer has executed a commercial Order Form other than for a pilot or proof-of-concept, Customer agrees that SlashExperts may use Customer's name and logo on SlashExperts's web site and in SlashExperts promotional materials as part of a general list of customers. Any other marketing or promotional use is subject to Customer's written approval (email is sufficient).

10.1 Assignment

This Agreement will bind and inure to the benefit of each party's permitted successors and assignees. Neither party may assign this Agreement except upon the advance written consent of the other party, except that either party may assign this Agreement in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of such party's assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section 10.1 will be null and void.

10.2 Force Majeure

Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, pandemic, riot, natural disaster, failure or diminishment of telecommunications, or refusal of a license by a government agency. Any issues with any third-party artificial intelligence solutions used by SlashExperts (such as 'hallucinations') will be deemed force majeure events outside of SlashExperts' control. If a force majeure event prevents a party's performance hereunder for more than ten (10) days, the other party may terminate this Agreement on written notice.

10.3 Governing Law; Disputes

This Agreement shall be governed by the laws of the State of California and the United States without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court), any dispute arising under this Agreement shall be finally settled in accordance with the Rules of the Judicial Arbitration and Mediation Service ("JAMS") in accordance with such Rules. To the extent the JAMS streamlined rules are available – they shall apply. The arbitration shall take place in San Francisco, California, in the English language and the arbitral decision may be enforced in any court. To the extent a claim cannot legally be arbitrated (as determined by an arbitrator), the jurisdiction and venue for actions related to the subject matter hereof shall be the state and United States federal courts located in San Francisco, California and both parties hereby submit to the personal jurisdiction of such courts.

10.4 Notice

Except as otherwise set forth in this Agreement, any notice or communication required or permitted under this Agreement shall be in writing to the parties at the addresses set forth on the first page of this Agreement, an Order Form, or at such other address as may be given in writing by either party to the other in accordance with this Section and shall be deemed to have been received by the addressee: (i) if given by hand, immediately upon receipt; (ii) if given by overnight courier service, the first business day following dispatch or (iii) if given by registered or certified mail, postage prepaid and return receipt requested, the second business day after such notice is deposited in the mail. In addition, any legal notices to SlashExperts must be delivered to the following email address: hello@slashexperts.com (but, notwithstanding earlier receipt via email, legal notices will be deemed received when the physical notice is received as set forth in preceding sentence).

10.5 Entire Agreement

This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. It may only be amended or waived in a writing executed by both parties. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that this Agreement shall otherwise remain in effect. This Agreement may be executed electronically and in counterparts (such as via DocuSign).