This CQ Platform Agreement (the "Agreement") governs the use of the CQ Platform services provided by Renn Labs LLC, a Delaware corporation with its principal place of business at 901 Yamato Rd., Ste 260, Boca Raton, FL 33431 ("Provider" or "Renn Labs").
WHEREAS, Provider offers a SaaS fundraising platform with a proprietary investor database; and
WHEREAS, Customer desires to use Provider's services as set forth herein;
NOW, THEREFORE, by accessing or using the CQ Platform services, Customer agrees to be bound by the terms and conditions of this Agreement.
1. DEFINITIONS
1.1 "Service" means the SaaS fundraising platform provided by Provider, including access to the proprietary investor database, as well as any associated software, updates, and documentation.
1.2 "Proprietary Information" means all confidential and proprietary information of Provider, including but not limited to the investor database, software, algorithms, data analytics, business strategies, and trade secrets.
1.3 "Authorized Users" means individuals who are authorized by Customer to use the Service, which may include employees, contractors, and agents of Customer.
1.4 "Customer Data" means any data, information, or material originated by Customer that Customer submits to the Service in the course of using the Service.
1.5 "Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
2. SERVICES AND SUPPORT
2.1 Provision of Service. Subject to the terms and conditions of this Agreement, Provider shall make the Service available to Customer and its Authorized Users pursuant to this Agreement during the Term. Customer agrees that its purchase of the Service is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by Provider with respect to future functionality or features.
2.2 Support. Provider shall provide technical support for the Service as follows:
a) Email support during normal business hours (9:00 AM to 5:00 PM Eastern Time, Monday through Friday, excluding holidays); b) Access to online documentation and resources; c) Regular updates and maintenance of the Service; d) Emergency support for critical issues affecting Service availability; e) Quarterly service reviews to discuss performance, usage, and potential optimizations.
2.3 Service Levels. Provider shall use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for:
a) Planned downtime (of which Provider shall give at least 8 hours notice via the Service and which Provider shall schedule to the extent practicable during the weekend hours from 6:00 p.m. Friday to 3:00 a.m. Monday Eastern Time); and b) Any unavailability caused by circumstances beyond Provider's reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems, Internet service provider failures or delays, or denial of service attacks.
3. USE OF SERVICE AND RESTRICTIONS
3.1 Use of Service. Subject to the terms and conditions of this Agreement, Provider grants Customer a non-exclusive, non-transferable right to access and use the Service solely for its internal business purposes during the Term.
3.2 Authorized Users. Customer may permit Authorized Users to use the Service for Customer's internal business purposes only. Customer is responsible for all activities conducted under its Authorized Users' logins and for Authorized Users' compliance with this Agreement.
3.3 Restrictions. Customer shall not, and shall not permit any Authorized Users or third parties to:
a) License, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party, other than Authorized Users; b) Use the Service to process data on behalf of any third party; c) Modify, adapt, or hack the Service or otherwise attempt to gain unauthorized access to the Service or its related systems or networks; d) Falsely imply any sponsorship or association with Provider; e) Use the Service in any unlawful manner, including but not limited to violation of any person's privacy rights; f) Use the Service to store or transmit files, materials, data, text, audio, video, images or other content that infringes on any person's intellectual property rights; g) Use the Service in any manner that interferes with or disrupts the integrity or performance of the Service and its components; h) Attempt to decipher, decompile, reverse engineer or otherwise discover the source code of any software making up the Service; i) Use the Service to knowingly post, transmit, upload, link to, send or store any content that is unlawful, racist, hateful, abusive, libelous, obscene, or discriminatory; j) Use the Service to store or transmit any "protected health information" as that term is defined in 45 C.F.R. 160.103, unless expressly agreed to otherwise in writing by Provider; k) Use the Service to knowingly post transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, or any other similar harmful software ("Malicious Software"); l) Use or launch any automated system that accesses the Service in a manner that sends more request messages to the Service in a given period of time than a human can reasonably produce in the same period by using a conventional online web browser.
3.4 Customer Responsibilities. Customer is responsible for all activity occurring under Customer's accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with Customer's use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data.
4. PROPRIETARY RIGHTS
4.1 Reservation of Rights. Subject to the limited rights expressly granted hereunder, Provider and its licensors reserve all rights, title and interest in and to the Service, including all related Intellectual Property Rights. No rights are granted to Customer hereunder other than as expressly set forth herein.
4.2 Restrictions. Customer shall not (i) permit any third party to access the Service except as permitted herein, (ii) create derivative works based on the Service, (iii) copy, frame or mirror any part or content of the Service, other than copying or framing on Customer's own intranets or otherwise for Customer's own internal business purposes, (iv) reverse engineer the Service, or (v) access the Service in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Service.
4.3 Ownership of Customer Data. As between Provider and Customer, Customer exclusively owns all rights, title and interest in and to all Customer Data. Customer grants Provider a non-exclusive, worldwide, royalty-free license to use, reproduce, and display Customer Data solely to the extent necessary to provide the Service to Customer.
4.4 Suggestions. Provider shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Service any suggestions, enhancement requests, recommendations or other feedback provided by Customer, including Authorized Users, relating to the operation of the Service.
5. CONFIDENTIALITY
5.1 Definition of Confidential Information. As used herein, "Confidential Information" means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Customer shall include Customer Data; Confidential Information of Provider shall include the Service; and Confidential Information of each party shall include the terms and conditions of this Agreement and all Order Forms, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
5.2 Protection of Confidential Information. The Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates' employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
5.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.
6. DATA PROTECTION
6.1 Data Security. Provider will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data. Provider will not (a) modify Customer Data, (b) disclose Customer Data except as compelled by law or as expressly permitted in writing by Customer, or (c) access Customer Data except to provide the Service or prevent or address service or technical problems, or at Customer's request in connection with customer support matters.
6.2 Privacy Policy. Provider's privacy policy is available at Privacy Agreement and is hereby incorporated into this Agreement. Provider reserves the right to modify its privacy policy in its reasonable discretion from time to time. Provider will provide notice of any material changes to the privacy policy via the Service or in a notification to Customer. Customer's continued use of the Service following such notice constitutes Customer's acceptance of the updated privacy policy.
6.3 Data Processing Agreement. To the extent that Provider processes any Personal Data (as defined in the DPA) contained in Customer Data, on Customer's behalf, in the provision of the Service, the terms of the data processing addendum at Data Processing Agreement ("DPA"), which are hereby incorporated by reference, shall apply and the parties agree to comply with such terms.
7. TERM AND TERMINATION
7.1 Term. This Agreement commences on the Effective Date and continues for a period of one (1) year ("Initial Term"). Thereafter, this Agreement will automatically renew for successive one (1) year periods (each, a "Renewal Term," and collectively with the Initial Term, the "Term"), unless either party gives the other written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.
7.2 Termination for Cause. Either party may terminate this Agreement for cause: (i) upon 30 days' written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) 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.
7.3 Effect of Termination. Upon any termination or expiration of this Agreement: (a) all rights and licenses granted to Customer under this Agreement will immediately terminate; (b) Customer will immediately cease all use of and access to the Service; (c) Provider may disable all of Customer's and its Authorized Users' access to the Service; (d) each party will return or destroy all Confidential Information of the other party in its possession; and (e) Provider will make Customer Data available to Customer for electronic retrieval for a period of 30 days after termination, but thereafter Provider may delete stored Customer Data.
7.4 Surviving Provisions. The sections titled "Proprietary Rights," "Confidentiality," "Limitation of Liability," "Indemnification," and "General Provisions" will survive any termination or expiration of this Agreement.
8. LIMITATION OF LIABILITY
8.1 Limitation of Liability. IN NO EVENT SHALL PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY.
8.2 Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
9. INDEMNIFICATION
9.1 Indemnification by Customer. Customer shall defend, indemnify and hold harmless Provider and its Affiliates, officers, directors, employees, and agents from and against any and all claims, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including without limitation reasonable attorneys' fees) ("Claims") arising out of or in connection with:
(a) Customer Data, including but not limited to any claim alleging that Customer Data, or Customer's use of the Service in breach of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law;
(b) Customer's use of the Service in violation of this Agreement or applicable laws;
(c) Customer's breach of any of its representations, warranties, or obligations under this Agreement;
(d) Customer's gross negligence or willful misconduct; or
(e) Any acts or omissions of Customer's Authorized Users in connection with their use of the Service.
9.2 Indemnification Procedure. Provider shall promptly notify Customer in writing of any Claim for which Provider believes it is entitled to indemnification under this Section 9, and shall: (a) give Customer sole control of the defense and settlement of the Claim (provided that Customer may not settle any Claim unless the settlement unconditionally releases Provider of all liability); and (b) provide to Customer all reasonable assistance, at Customer's expense. Provider's failure to comply with the foregoing obligations will not relieve Customer of its indemnification obligations under this Section 9, except to the extent that Customer can demonstrate that it has been materially prejudiced as a result of such failure.
9.3 Exclusive Remedy. This Section 9 states the indemnifying party's sole liability to, and the indemnified party's exclusive remedy against, the other party for any type of Claim described in this Section.
10. GENERAL PROVISIONS
10.1 Governing Law. This Agreement shall be governed by the laws of the State of Delaware, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
10.2 Venue. The state and federal courts located in Chancery, Delaware, United States of America shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby consents to the exclusive jurisdiction of such courts.
10.3 Entire Agreement. This Agreement, including all exhibits and addenda hereto and all Order Forms, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted.
10.4 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 (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety, without consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party's sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party's election, termination of this Agreement upon written notice to the assigning party. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
10.5 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
10.6 Waiver. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.
10.7 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
10.8 Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money due and payable hereunder) for causes beyond that party's reasonable control and occurring without that party's fault or negligence, including, but not limited to, acts of God, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labor problems, computer attacks or malicious acts, such as attacks on or through the Internet, any Internet service provider, telecommunications or hosting facility. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.
10.9 Notices. All notices under this Agreement shall be in writing and shall be deemed to have been given upon: (i) personal delivery; (ii) the second business day after mailing; (iii) the second business day after sending by confirmed facsimile; or (iv) the first business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnifiable claim). Notices to Provider shall be addressed to the attention of its CEO at 901 Yamato Rd, Ste 260, Boca Raton, FL 33431. Notices to Customer shall be addressed to Customer's signatory of the Order Form Agreement unless otherwise designated in writing.
10.10 Waiver of Jury Trial. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.
10.11 Export Compliance. The Service, other Provider technology, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. Customer shall not permit Authorized Users to access or use the Service in a U.S.-embargoed country or in violation of any U.S. export law or regulation.
10.12 Anti-Corruption. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.
10.13 Relationship to Order Form Agreement. This CQ Platform Agreement governs the use of the Service and is incorporated by reference into the Order Form Agreement. The Order Form Agreement is the document that Customer actually signs to engage Provider's services. In the event of any conflict between this CQ Platform Agreement and the Order Form Agreement, the terms of the Order Form Agreement shall prevail.
10.14 Binding Effect. By signing the Order Form Agreement, Customer acknowledges that it has read, understood, and agrees to be bound by the terms of this CQ Platform Agreement. This CQ Platform Agreement becomes effective and binding upon Customer's execution of the Order Form Agreement.
11. ACCEPTANCE OF TERMS
11.1 By accessing or using the CQ Platform services, Customer acknowledges that it has read, understood, and agrees to be bound by the terms of this Agreement.
11.2 If Customer does not agree to these terms, Customer must not access or use the CQ Platform services.
11.3 This Agreement is effective as of the date the Customer executes the Order Form Agreement.
12. MODIFICATIONS TO THE AGREEMENT
12.1 Provider reserves the right to modify this Agreement at any time. Provider will provide notice of any material changes to this Agreement via the Service or in a notification to Customer.
12.2 Customer's continued use of the Service following the posting of any changes to this Agreement constitutes acceptance of those changes.
EXHIBIT A - SUPPORT TERMS
Provider shall provide the following support for the Service:
Service Level Agreement (SLA)
