Compensation Tool Terms of Service Squirrel Terms of Service

COMPENSATION TOOL SAAS SERVICES AGREEMENT

THIS SAAS SERVICES AGREEMENT GOVERNS CUSTOMER’S USE OF THE SERVICES. BY CLICKING ON THE ACCEPTANCE BOX OR ACCESSING OR USING THE SERVICES OR THE SOFTWARE, CUSTOMER ACKNOWLEDGE SAND AGREES THAT ALL SUCH ACCESS AND USE IS SUBJECT TO THIS AGREEMENT. ANY SUCH ACCESS OR USE WILL CONSTITUTE SUCH ACCEPTANCE AND RESULT IN A BINDING AND LEGALLY ENFORCEABLE AGREEMENT BETWEEN CUSTOMER AND COMPENSATION TOOL CORPORATION. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A CORPORATION, PARTNERSHIP, ASSOCIATION OR OTHER ENTITY OR GROUP OR IF YOU HAVE AUTHORIZED ANOTHER ENTITY OR INDIVIDUAL TO ACCEPT THESE TERMS ON YOUR BEHALF, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO LEGALLY BIND SUCH ENTITY TO THIS AGREEMENT OR TO HAVE SUCH ENTITY OR INDIVIDUAL BIND YOU TO THIS AGREEMENT.


THE APPLICABLE PROVISIONS OF THIS AGREEMENT ALSO GOVERN ANY FREE TRIAL OF THE SERVICES.

1. SERVICES AND SUPPORT

1.1 Paid Services. Subject to the terms and conditions of this SAAS Services Agreement (this “Agreement”), Compensation Tool Corporation (“CT”) grants to the individual, person, company, or organization that has purchased or has registered for a trial of the Services (“Customer”) a non-exclusive, non-transferable, worldwide and non-sublicensable right during the term of this Agreement to use the Services for Customer’s internal business operations. This Agreement includes and incorporates the terms of any order form for the Services either signed between Customer and CT or an order form completed via CT’s website (the “Order Form”). The “Services” means CT’s human resources management software which enables users to (i) manage internal proprietary and third party human resources data and (ii) conduct compensation and market analysis of employment positions and the employees serving in those positions, including jobs, employees, pay structures, and survey data, all as described in greater detail at CompensationTool.com.

1.2 Free Trial. If Customer registers for a free trial, CT will make the applicable Service available to Customer for its internal business operations on a trial basis free of charge until the earlier of: (a) the end of the free trial period for which Customer registered to use the applicable Service; (b) the start date of any purchased Service subscription ordered by Customer for such Service; or (c) termination by CT in its sole discretion. Additional trial terms and conditions may appear on the applicable registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legal binding. CT reserves the right to Determine Customer’s eligibility for a free trial and, subject to applicable laws, to withdraw, terminate or to modify a free trial at any time without prior notice and with no liability, to the greatest extent permitted under law. ANY DATA ENTERED INTO THE SERVICES, AND ANY CONFIGURATION CHANGES MADE TO THE SERVICES BY OR FOR CUSTOMER DURING A FREE TRIAL MAY BE PERMANENTLY LOS UNLESS: (A) CUSTOMER PURCHASES A SUBSCRIPTION TO THE SERVICES OR (B) CUSTOMER EXPORTS SUCH DATA BEFORE THE END OF THE FREE TRIAL PERIOD.

1.3 As part of the registration process, Customer will identify an administrative user name and password for Customer’s CT account. CT reserves the right to refuse registration of, or cancel passwords it deems inappropriate.

1.4 Subject to the terms hereof, CT will provide Customer with technical support services in accordance with CT’s standard practice. Customer may initiate a HelpDesk ticket at any time by emailing support@compensationtool.com. CT will use commercially reasonable efforts to promptly respond to all Helpdesk tickets. Notwithstanding the foregoing, CT is not obligated to provide support services for free trials.

2. RESTRICTIONS AND RESPONSIBILITIES

2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by CT or authorized within the Services); rent, lease or sell the Services or any Software; use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.

2.2 Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

2.3 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with CT’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless CT against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from (i) an alleged violation of the foregoing, (ii) any breach of Customer’s representations or warranties in Section 4.2, or (iii) otherwise from Customer’s use of Services. Although CT has no obligation to monitor Customer’s use of the Services, CT may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

2.4 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

3. CONFIDENTIALITY

Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of CT includes non-public information regarding features, functionality and performance of the Service. Proprietary information of Customer includes Customer Data (defined below). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use or divulge to any third person any such Proprietary Information (except in the performance of the Services or as otherwise permitted herein). The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

4. PROPRIETARY RIGHTS

4.1 As used in this Section 4, the following terms shall have the following meanings:

“Customer Data” means information, data and other content, in any form or medium, which is collected, downloaded or otherwise received, directly or indirectly from Customer by or through the Services (or from a third party based on Customer’s acts). Customer Data includes, without limitation, information regarding employees, salaries, third party salary surveys, and other employment information provided by Customer.

4.2 Customer shall own all right, title and interest in and to the Customer Data. Customer represents, warrants and covenants to CT that Customer owns or otherwise has and will have the necessary rights and consents in and relating to the Customer Data so that, as received by CT and processed in accordance with this agreement, they do not and will not infringe, misappropriate or otherwise violate any intellectual property rights or any other rights of any person or violate any applicable law. Customer irrevocably grants CT the right to collect, process, and analyze Customer Data in connection with the provision, use, and performance of the Services and related systems and technologies and to use such Customer Data: (i) to provide, improve, and enhance the Services; (ii) for other development, improvement, diagnostic and corrective purposes in connection with the Services; and (iii) for normative research,; provided that such data is used only in aggregated and anonymized manner (i.e., all personally identifiable information permitting the identification of individual employees is removed and the names of Customer’s clients are removed, and data is aggregated to that no Customer Data is reported or made available as part of any normative research).

4.3 CT shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto (whether made by CT alone or with any contribution from Customer or its personnel), (b) any software, applications, inventions or other technology developed in connection with the Services or support, and (c) all intellectual property rights related to any of the foregoing.

4.4 No rights or licenses are granted except as expressly set forth herein.

5. PAYMENT OF FEES

5.1 Customer will pay CT the then applicable fees described in the Order Form for the in accordance with the terms therein (the “Fees”). CT reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then-current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). Billing inquiries should be directed to CT’s customer support department.

5.2 CT may choose to bill through an invoice, in which case, full payment for invoices issued must be received by CT thirty (30) days after the mailing date of the invoice, provided that Customer will not be permitted to use the Services until full payment is received by CT. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on CT’s net income.

6. TERM AND TERMINATION

6.1 Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.

6.2 In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. CT may terminate this Agreement immediately with respect to any free trial or upon any breach of Section 2.1. Customer will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, CT may, but is not obligated to, delete stored Customer Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

7. MAINTENANCE; DISCLAIMER

The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by CT or by third-party providers, or because of other causes beyond CT’s reasonable control, but CT shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, CT DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND CT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

8. THIRD PARTY SITE LINKS

The Services may provide links that allow Customer to leave CT’s website and/or access third party websites. Linked sites in many cases are not under the control of CT and CT is not responsible for the contents of any linked site or any link in a linked site, or any changes or updates to such sites. CT is not responsible for webcasting or any other form of transmission received from any linked site. CT provides these links as a convenience and the inclusion of any link does not imply endorsement by CT of the applicable sites.

9. LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY, CT AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND CT’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO CT FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT CT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, DURING ANY FREE TRIAL THE SERVICES AND THE SOFTWARE ARE PROVIDED “AS-IS” AND WITHOUT ANY WARRANTY AND CT SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE SERVICES AND THE SOFTWARE FOR THE FREE TRIAL PERIOD UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE CT’S LIABILITY WITH RESPECT TO THE SERVICES AND THE SOFTWARE PROVIDED DURING THE FREE TRIAL SHALL NOT EXCEED $10.00. WITHOUT LIMITING THE FOREGOING, CT AND ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO CUSTOMER THAT CUSTOMER’S USE OF THE SERVICES OR THE SOFTWARE DURING THE FREE TRIAL PERIOD WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR.

10. MISCELLANEOUS

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with CT’s prior written consent. CT may transfer and assign any of its rights and obligations under this Agreement without consent. 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, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind CT in any respect whatsoever. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of Washington without regard to their conflict of laws provisions.

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with CT’s prior written consent. CT may transfer and assign any of its rights and obligations under this Agreement without Customer’s consent. 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, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind CT in any respect whatsoever. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of Washington without regard to its conflicts of law provisions. CT may (a) issue a press release announcing the relationship between the parties, (b) make available for marketing purposes case studies regarding the implementation of the Services by Customer, (c) mention Customer and the parties’ relationship in CT’s marketing collateral, website, and other promotional materials, or (d) use Customer’s name, trademark(s), or logo(s) in any marketing or promotional efforts.

SQUIRREL SERVICES AGREEMENT

Last Modified: April 30, 2022

This Squirrel Services Agreement (this “Agreement”) is a binding contract between you (“Customer,” “you,” or “your”) and Compensation Tool Corporation (“CT,” “we,” or “us”). This Agreement governs your access to and use of the Squirrel Services.

THIS AGREEMENT TAKES EFFECT WHEN YOU CLICK THE “I ACCEPT” BUTTON BELOW OR BY ACCESSING OR USING THE SQUIRREL SERVICES (the “Effective Date”). BY CLICKING ON THE “I ACCEPT” BUTTON BELOW OR BY ACCESSING OR USING THE SQUIRREL SERVICES YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.

IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE SQUIRREL SERVICES.


1. Access and Use.

(a) Provision of Access. Subject to and conditioned upon your payment of all fees for the Squirrel Services and your compliance with the terms and conditions of this Agreement, CT hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the services that are detailed on CT’s website available at [https://compensationtool.com/squirrel] (the “Squirrel Services”) during the Term solely for your internal business operations.

(b) Use Restrictions. You shall not, and shall not permit any person or entity to, use the Squirrel Services or any component thereof for any purposes beyond the scope of the access granted in this Agreement. You shall not at any time, directly or indirectly, and shall not permit any person or entity to: (i) copy, modify, or create derivative works of the Squirrel Services, or any component of the Squirrel Services, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Squirrel Services except as expressly permitted under this Agreement; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any component of the Squirrel Services, in whole or in part; (iv) remove any proprietary notices from the Squirrel Services; or (v) use the Squirrel Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule.

(c) Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, CT may monitor Customer’s use of the Squirrel Services and collect and compile data and information related to Customer’s use of the Squirrel Services to be used by CT in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Squirrel Services (“Aggregated Statistics”). As between CT and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by CT. You acknowledge that CT may compile Aggregated Statistics based on data input by Customer into the Squirrel Services. You agree that CT may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law.

(d) Reservation of Rights. CT reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the CT IP. “CT IP” means the Squirrel Services and all intellectual property provided to Customer in connection with the foregoing, and includes Aggregated Statistics and any information, data, or other content derived from CT’s monitoring of Customer’s access to or use of the Cloud Services.

(e) Suspension. Notwithstanding anything to the contrary in this Agreement, CT may temporarily suspend Customer’s access to any portion or all of the Squirrel Services if: (i) CT reasonably determines that (A) there is a threat or attack on any of the CT IP; (B) Customer’s use of the CT IP disrupts or poses a security risk to the CT IP or to any other customer or vendor of CT; (C) Customer is using the CT IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; (E) CT’s provision of the Squirrel Services to Customer is prohibited by applicable law; or (ii) any vendor of CT has suspended or terminated CT’s access to or use of any third-party services or products required to enable Customer to access the Squirrel Services (any such suspension described in subclause (i) or (ii), a “Service Suspension”). CT will have no liability for any damage, liabilities, losses (including any loss of or profits), or any other consequences that Customer (or any other person or entity) may incur as a result of a Service Suspension.

2. Customer Responsibilities.

(a) Account Use. You are responsible and liable for all uses of the Squirrel Services resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement.

(b) Passwords and Access Credentials. You are responsible for keeping your passwords and access credentials associated with the Squirrel Services confidential. You will not sell, transfer, or share them to any other person or entity. You will promptly notify us about any unauthorized access to your passwords or access credentials.

(c) Third-Party Products. The Services may permit access to products, content, services, information, websites, or other materials that are owned by third parties and incorporated into or accessible through the Squirrel Services (collectively, “Third-Party Products”). Such Third-Party Products are subject to their own terms and conditions presented to you for acceptance within the Squirrel Services by website link or otherwise. If you do not agree to abide by the applicable terms for any such Third-Party Products, then you should not install, access, or use such Third-Party Products.

3. Privacy Statement.

CT complies with its privacy statement available at https://compensationtool.com/privacy-statement-us/ (“Privacy Statement”), in providing the Squirrel Services. The Privacy Statement is subject to change as described therein. By accessing, using, and providing information to or through the Squirrel Services, you acknowledge that you have reviewed and accepted our Privacy Statement, and you consent to all actions taken by us with respect to your information in compliance with the then-current version of our Privacy Statement.

4. Intellectual Property Ownership; Feedback.

We own all right, title, and interest, including all intellectual property rights, in and to the Squirrel Services. If you or any of your employees, contractors, or agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Squirrel Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), we are free to use such Feedback irrespective of any other obligation or limitation between you and us governing such Feedback. All Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and shall cause your employees, contractors, and agents to assign, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.

5. Payment of Fees

Customer will pay CT the then applicable fees described in the Invoice or Order Form in accordance with the terms therein (the “Fees”). CT reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then-current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). Billing inquiries should be directed to CT’s customer support department.

CT may choose to bill through an invoice, in which case, full payment for invoices issued must be received by CT thirty (30) days after the mailing date of the invoice, provided that Customer will not be permitted to use the Services until full payment is received by CT. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on CT’s net income.

6. Warranty Disclaimer.

THE SQUIRREL SERVICES ARE PROVIDED “AS IS” AND CT SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. CT SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. CT MAKES NO WARRANTY OF ANY KIND THAT THE SQUIRREL SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S OR ENTITY’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY’S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

7. Indemnification.

Customer shall indemnify, hold harmless, and, at CT’s option, defend CT and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all Losses arising from or relating to any Third-Party Claim based on Customer’s negligence or willful misconduct or use of the Squirrel Services in a manner not authorized by this Agreement; provided that Customer may not settle any Third-Party Claim against CT unless CT consents to such settlement, and further provided that CT will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.

8. Limitations of Liability.

IN NO EVENT WILL CT BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER CT WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL CT’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO CT UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $100, WHICHEVER IS LESS.

9. Term and Termination.

(a) Term. The term of this Agreement begins on the Effective Date and continues until terminated. [Squirrel Services that are specified to automatically renew will renew unless earlier terminated pursuant to this Agreement’s express provisions or either party gives the other party written notice of non-renewal at least 1 day prior to the expiration of the then-current services period.

(b) Termination. In addition to any other express termination right set forth in this Agreement:

(i) CT may terminate this Agreement, for any reason upon 30 days’ advance notice. You may terminate this Agreement for any reason [upon [60] days’ advance notice. No refunds are provided if Customer terminates agreement.

(ii) either party may terminate this Agreement, effective on written notice to the other party, if the other party breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 30 days after the non-breaching party provides the breaching party with written notice of such breach; or

(iii) either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

(c) Effect of Termination. Upon termination of this Agreement, Customer shall immediately discontinue use of the Squirrel Services and the CT IP. No expiration or termination of this Agreement will affect Customer’s obligation to pay all fees that may have become due before such expiration or termination, or entitle Customer to any refund.

(d) Survival. All Sections and any right, obligation, or required performance of the parties in this Agreement which, by its express terms or nature and context is intended to survive termination [or expiration] of this Agreement, will survive any such termination [or expiration].

10. Modifications.

You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement [from time to time], and that modified terms become effective on posting. You will be notified of modifications by email using the email address provided during registration. You are responsible for reviewing and becoming familiar with any such modifications. Your continued use of the Squirrel Services after the effective date of the modifications will be deemed acceptance of the modified terms.

11. Governing Law and Jurisdiction.

This agreement is governed by and construed in accordance with the internal laws of the State of Washington without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Washington. [Except as otherwise set forth herein,] any legal suit, action, or proceeding arising out of or related to this agreement or the rights granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Washington, in each case located in Seattle, King County, Washington, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

12. Miscellaneous.

This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Any notices to us must be sent to our corporate headquarters address available at 1916 Pike Place Ste 12 #1418 Seattle, WA 98101 and must be delivered either by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Squirrel Services. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder. For Customers that have registered after December 1st, 2021, CT may (a) issue a press release announcing the relationship between the parties, (b) make available for marketing purposes case studies regarding the implementation of the Services by Customer, (c) mention Customer and the parties’ relationship in CT’s marketing collateral, website, and other promotional materials, or (d) use Customer’s name, trademark(s), or logo(s) in any marketing or promotional efforts.