LOCAAL, INC.

Last Updated: May 20, 2025

These Terms of Service (the “Terms of Service” or “Agreement”) are entered into by Locaal, Inc. (“Locaal”) and the individual or entity placing an order for or accessing the ContentsPal Platform (“Customer”) and constitute a binding agreement between Locaal and Customer (each, a “Party” and collectively the “Parties”). You agree that by signing up to use the ContentsPal Platform and registering as a user, entering into an order form with Local for the ContentsPal Platform which references this Agreement,  or by using the ContentsPal Platform, you are agreeing to be bound by the Agreement. If you register for a free plan, a free trial or a beta version of the ContentsPal platform, the Agreement will also govern that free plan, free trial and beta version.

The Agreement limits our liability and obligations to you, imposes certain obligations on you, allows us to suspend or terminate your access to and use of the ContentsPal Plaform, and provides you with other important information with respect to the provision and use of the ContentsPal Platform. We will notify you of updates to the Agreement by posting an updated version on our website at the applicable link and will revise the “Last Updated” date. We encourage you to periodically review the Agreement to be informed with respect to your and Locaal’s rights and obligations with respect to the ContentsPal Platform. Using the ContentsPal Platform after a notice of updates has been sent to you or published on the ContentsPal Platform shall constitute your consent to the changed terms and practices.

IF YOU RESPOND BY CLICKING ON THE “LOG IN”, “SIGN UP”, “I AGREE”, “I ACCEPT” OR SIMILAR BUTTON TO WHICH THIS AGREEMENT IS LINKED OR REFERENCED, YOU ACKNOWLEDGE AND AGREE THAT (i) IF YOU ARE USING THE CONTENTSPAL PLATFORM ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY (“COMPANY”), YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THE COMPANY TO THESE TERMS, (II) YOU HAVE READ AND UNDERSTAND THE AGREEMENT AND ARE AGREEING THAT YOU AND THE COMPANY WILL BE BOUND BY THE AGREEMENT AND (III) ALL REFERENCES TO “YOU” HEREIN SHALL BE DEEMED TO REFER TO THE COMPANY AND ALL REFERENCES TO USERS SHALL BE DEEMEED TO REFER TO THOSE INDVIDUALS TO WHOM THE COMPANY HAS ASSIGNED ACCESS CREDENTIALS TO USE THE CONTENTSPAL PLATFORM. IF YOU ARE NOT AUTHORIZED TO BIND THE COMPANY TO THE AGREEMENT OR DO NOT AGREE TO THE TERMS OF THE AGREEMENT, DO NOT CLICK ON THE “LOG IN”, “SIGN UP”, “I AGREE”, “I ACCEPT” OR SIMILAR BUTTON, DO NOT CONCLUDE THE SIGN UP OR REGISTRATION PROCESS, AND DO NOT USE THE CONTENTSPAL PLATFORM.

1. DEFINITIONS.  As used in this Agreement, defined terms shall have the meaning accorded to such terms herein and in Section 12 (Defined Terms) below.

2. CONTENTSPAL PLATFORM.

2.1 ContentsPal Platform. Subject to and in accordance with this Agreement and the applicable Subscription Plan, including, without limitation, payment of all applicable fees, Locaal will make the ContentsPal Platform available to Customer and its Users via the Internet on a software as a service basis in accordance with this Agreement and Customer and its Users shall have the right to use the ContentsPal Platform solely for Customer’s own internal business purposes and subject to any applicable usage and other limitations pursuant to the applicable Subscription Plan.  If Users are Customer’s third-party independent contractors, consultants, agents or third parties with whom Customer does business, Customer agrees that such Users may not be competitors of Locaal and Customer shall be responsible for any breach of this Agreement by any such third party.  Customer will ensure that all its Users comply with the terms and conditions of this Agreement, will promptly notify Locaal of any suspected or alleged violation of the terms and conditions of this Agreement and will reasonably cooperate with Locaal with respect to: (i) investigation by Locaal of any suspected or alleged violation of this Agreement, and (ii) enforcement of this Agreement. Locaal may suspend or terminate any User’s access to the ContentsPal Platform upon notice to Customer in the event Locaal reasonably determines that such User has violated any terms of this Agreement. Customer will (a) use commercially reasonable efforts to prevent unauthorized access to or use of the ContentsPal Platform and Locaal Software and notify Locaal promptly of any such unauthorized access or use, and (b) use ContentsPal Platform and Locaal Software only in accordance with the Documentation and applicable laws and regulations.

2.3 Integrations. The ContentsPal Platform supports Integrations with certain Data Sources to ingest Customer Data and Third Party Data into the ContentsPal Platform. Customer’s access and use of such Data Sources shall be governed solely by the terms and conditions of the provider of such Data Sources and Locaal does not endorse, is not responsible or liable for, and makes no representations as to Customer Data or Third Party Data or any aspect of any Data Sources that Customer connects with the ContentsPal Platform using the Integrations. In order for the ContentsPal Platform to communicate with such Data Sources, Customer may be required to input Customer’s access credentials for the Data Sources in order to authorize the ContentsPal Platform to connect to the Data Sources and to transmit, receive and process Customer Data to provide the ContentsPal Platform to Customer. By enabling any Data Sources, Customer is expressly permitting Locaal to disclose Customer’s access credentials to the provider of the Data Source and to ingest into the ContentsPal Platform Customer Data from the Data Source as necessary to provide the ContentsPal Platform to Customer and its Users. Locaal assumes no responsibility for the Data Sources, or their availability or unavailability, or for the accuracy, completeness, integrity or legality of any Customer Data and/or Third Party Data received from the Data Sources. Locaal cannot guarantee the continued availability of Integrations to such Data Sources features, and may cease enabling access to them, if, for example and without limitation, the provider of a Data Source ceases to make the Data Source available for interoperation with the ContentsPal Platform in a manner acceptable to Locaal. Integrations with Data Sources may be dependent on the APIs made available by the Data Sources, and, in the case of Customer’s Data Sources, APIs made available by Customer and Locaal assumes no liability for any failure of the Integrations to connect to the Data Sources or to ingest Customer Data or Third Party Data that is attributable to the APIs or the Data Sources. Customer irrevocably waives any claim against Locaal arising out of or related to any Data Sources, or the connection of Customer’s ContentsPal Platform account with any Data Sources, selected by Customer or its Users. 

2.4 System Requirements. A high-speed Internet connection is required for proper use of the ContentsPal Platform and ingestion of Customer Data from Data Sources. Customer is responsible for procuring and maintaining the network connections that connect Customer’s network to the ContentsPal Platform including, but not limited to, browser software that supports protocols used by the ContentsPal Platform. Locaal is not responsible for notifying Customer of any upgrades, fixes or enhancements to any such software or for any compromise of data, including Customer Data, transmitted across computer networks or telecommunications facilities (including but not limited to the Internet) which are not owned, operated or controlled by Locaal. Locaal assumes no responsibility for the reliability or performance of any connections as described in this Section.  

3. ACCESS CREDENTIALS; RESTRICTIONS

3.1 Access Credentials; Use of ContentsPal Platform.  Users will receive Access Credentials to access the ContentsPal Platform. These Access Credentials are granted to individual, named persons and may not be shared; provided, however, that Access Credentials may be permanently reassigned between uniquely identified individuals over time, but may not be reassigned so frequently as to enable the sharing of single Access Credentials between multiple Users. Customer will at all times be responsible for all actions taken under Customer’s account or using any of its Access Credentials. Customer will require its Users to keep Access Credentials secure and confidential and will promptly notify Locaal of any unauthorized use of any Access Credentials. Customer acknowledges and agrees that Customer’s and its Users’ access and use of the ContentsPal Platform is dependent upon access to telecommunications and Internet services. Customer will be solely responsible for acquiring and maintaining all telecommunications and Internet services and other hardware and software required to access and use the ContentsPal Platform, including, without limitation, all costs, fees, expenses, and taxes of any kind related to the foregoing.  ‍

3.2 Restrictions; Use Guidelines. Customer will not directly or indirectly: (a) adapt, alter, modify, improve, translate or create derivative works of the ContentsPal Platform (or any part thereof including the Locaal Technology); or (b) reverse engineer, decompile, disassemble or otherwise attempt to reconstruct or obtain the source code to all or any portion of the ContentsPal Platform; or (c) provide, maintain access to, or use the ContentsPal Platform in any manner inconsistent with this Agreement. Customer shall, and shall ensure that its Users will, use the ContentsPal Platform subject to the limited access rights granted in this Agreement and solely for Customer’s internal business purposes as contemplated by this Agreement and shall not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the ContentsPal Platform available to any third party, including without limitation acting as a service bureau or provides any outsourced business process services to third parties; (ii) interfere with or disrupt the integrity or performance of the ContentsPal Platform, the Locaal Technology or the data contained therein or disrupt any servers or networks connected to the ContentsPal Platform, or disobey any requirements, procedures, policies or regulations of networks connected to the ContentsPal Platform; (iii) attempt to gain unauthorized access to the ContentsPal Platform or the Locaal Technology or any related systems or networks; (iv) remove, alter or obscure any proprietary notices associated with the ContentsPal Platform; (v) access or use ContentsPal Platform in a United States embargoed country or in violation of any applicable export law or regulation (including any United States export laws and regulations); (vi) use the ContentsPal Platform in violation of any applicable, law, rule regulation or guideline; (vii) attempt to probe, scan, or test (including without limitation stress testing or penetration testing) the vulnerability of any system or network associated with the ContentsPal Platform or breach any security or authentication measures; (viii) utilize the ContentsPal Platform in order to (a) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (b) send or store infringing, obscene, threatening, libelous, or otherwise unlawful, unsafe, malicious, abusive or tortious material, including material harmful to children or violative of third party privacy rights; or (c) send or store Malware; (ix) provide access to the ContentsPal Platform to a competitor or access or use the ContentsPal Platform to (a) build a competitive product or service, (b) build a product or service using similar ideas, features, functions or graphics of the ContentsPal Platform, (c) copy any ideas, features, functions or graphics of the ContentsPal Platform, or (d) determine whether the ContentsPal Platform are within the scope of any patent; or (x) permit direct or indirect access to or use of ContentsPal Platform in a way that circumvents a contractual usage limit, or use ContentsPal Platform to access, copy or use any of Locaal Cloud intellectual property except as permitted under this Agreement, the Subscription Plan, or the Locaal Documentation.‍

4. FEES AND PAYMENT. In consideration for the rights granted hereunder, Customer will pay to Locaal the fees payable pursuant to Customer’s Subscription Plan in accordance with the payment terms applicable to such Subscription Plan. Locaal uses a third party payment processor, currently Stripe, to process online payments and Stripe’s terms and conditions and privacy policy are applicable to processing of payments and are set forth here.  All fees are nonrefundable, except as expressly otherwise set forth herein, and will be paid in U.S. dollars. Any fees that are not paid when due are subject to interest at one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is less, from the due date until paid. All amounts payable exclude taxes, levies, duties, sales and use taxes, value added tax, and similar governmental assessments of any nature excluding taxes on Locaal’s net income and employees (“Taxes”). Customer is responsible for paying all Taxes.  If Locaal has the legal obligation to collect Taxes for which Customer is responsible, Locaal will charge Customer and Customer will pay that amount unless Customer provides Locaal with a valid tax exemption certificate authorized by the appropriate taxing authority.  Customer will make all payments to Locaal free and clear of, and without reduction for, any withholding taxes; any such taxes imposed on payments of fees to Locaal will be Customer’s sole responsibility, and Customer will provide Locaal with official receipts issued by the appropriate taxing authority, or such other evidence as Locaal may reasonably request, to establish that such taxes have been paid.‍

5. CUSTOMER DATA. As between Customer and Locaal, Customer owns all right, title and interest in and to the Customer Data and reserves all rights not expressly granted to Locaal under this Agreement. ‍Customer represents, warrants and covenants that (i) Customer has all required rights and licenses to the Customer Data it submits to the ContentsPal Platform for processing, including all Customer Data transmitted from the Data Sources, and shall be solely responsible for the accuracy, integrity and legality of Customer Data, (ii) the Customer Data, and use of the ContentsPal Platform to process such Customer Data, will not violate applicable laws or regulations or third party rights, and (iii) the Customer Data will not contain any Malware. Customer grants to Locaal a non-exclusive, royalty-free, fully paid, worldwide license, under any and all of Customer’s Intellectual Property Rights, to (directly and indirectly using its third party hosting providers, affiliates and subcontractors) host, use, serve, render, store, access, copy, test, analyze, and create derivative works of the Customer Data for the sole purposes of providing the ContentsPal Platform to Customer. 

6. CONFIDENTIALITY.

6.1 Confidential Information. Each party (the “Disclosing Party”) may from time to time during the term of this Agreement disclose to or learn from the other party (the “Receiving Party”) certain information regarding the Disclosing Party’s business, including without limitation, technical, marketing, financial, employee, planning, and other confidential or proprietary information whether disclosed orally, in writing or visually, that is either marked or designated as confidential or is identified in writing as confidential at the time of disclosure or which the Receiving Party knew or should have known, under the circumstances, was considered confidential or proprietary by the Disclosing Party (“Confidential Information”). For the avoidance of doubt, the ContentsPal Platform, Locaal Technology, ContentsPal Platform Analytics, and Locaal Documentation constitute Confidential Information of Locaal and the Third Party Data constitutes Confidential Information of the Data Source. Further, for the avoidance of doubt, the Customer Data constitute Confidential Information of Customer. The Receiving Party’s obligations under this subsection will not apply to any portion of the Disclosing Party’s Confidential Information if the Receiving Party can document that such information: (a) was already lawfully known to the Receiving Party at the time of disclosure by the Disclosing Party; (b) is disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Party has become, generally available to the public; or (d) was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information. In addition, the Receiving Party will be allowed to disclose Confidential Information of the Disclosing Party to the extent that such disclosure is (i) approved in writing by the Disclosing Party, (ii) necessary for the Receiving Party to enforce its rights under this Agreement in connection with a legal proceeding; or (iii) required by law or by the order of a court or similar judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such required disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure.

6.2 Protection of Confidential Information. The Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose not expressly permitted by this Agreement, and will disclose the Confidential Information of the Disclosing Party only to the employees of the Receiving Party who have a need to know such Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party’s duty hereunder. The Receiving Party will (a) protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care; and (b) promptly advise the Disclosing Party upon becoming aware of any loss, disclosure, or duplication of the Confidential Information or of any breach of this Agreement, including, without limitation, the misappropriation of the Confidential Information. Both parties acknowledge and agree that the Disclosing Party may be irreparably harmed by any violation of this Article 6 (Confidentiality) and that the use of the Confidential Information for any purpose other than that stated herein may, among other things, enable the Receiving Party or other third parties receiving such Confidential Information to compete unfairly with the Disclosing Party. Therefore, in the event of a breach or threatened breach, the disclosing party shall be entitled, in addition to all other rights and remedies available at law or in equity, to seek (i) an injunction restraining such breach, without being required to show any actual damage or to post security or other bond; or (ii) a decree for specific performance of the applicable provision of this Agreement. Notwithstanding the termination or expiration of this Agreement, the obligations of the Receiving Party, with respect to the Confidential Information of Disclosing Party, shall be in full force and effect as follows: (A) in the case of any information or materials that constitute a trade secret within the meaning of applicable law, for as long as such information and materials remain as a trade secret, or (B) in the case of any other information or materials, during the term of this Agreement and for five (5) years following the termination or expiration of this Agreement.‍ Customer agrees that Locaal shall have the right to list Customer as a customer of Locaal, use Customer’s name and logo, in Locaal’s on and offline marketing collateral including as a customer on Locaal’s customer lists, including a short description of the ContentsPal Platform provided to Customer.

7. WARRANTIES.

7.1 Warranties by Both Parties. Each party represents and warrants that: (a) it has full power and authority to enter into and perform this Agreement; and (b) that it will perform its obligations or exercise its rights hereunder in conformance with all applicable laws, rules, regulations, and guidelines.

7.2 ContentsPal Platform Warranty. Locaal represents, warrants and covenants that the ContentsPal Platform will include the functionality provided in the Locaal Documentation  As Customer’s sole and exclusive remedy for a breach of the foregoing warranties, Locaal will use commercially reasonable efforts to remediate the nonconformity or if Locaal is unable to do so within a commercially reasonable period of time, either party shall have a right to terminate the Subscription Term and Locaal shall refund to Customer any prepaid fees for the unexpired remainder of the applicable Subscription Term.

7.3 Disclaimer of Warranty. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS SECTION 7 (WARRANTIES), LOCAAL MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, WHETHER, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION REGARDING THE CONTENTSPAL PLATFORM, THE LOCAAL DOCUMENTATION, THE LOCAAL TECHNOLOGY, THE INTEGRATIONS, DATA SOURCES, THIRD PARTY DATA OR OTHERWISE WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT AND EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON INFRINGEMENT OF THIRD-PARTY RIGHTS, AS WELL AS ANY WARRANTY, ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LOCAAL’S LIABILITY UNDER ANY IMPLIED OR STATUTORY WARRANTY, CONDITION, TERM, REPRESENTATION, UNDERTAKING OR GUARANTY WHICH CANNOT BE LEGALLY EXCLUDED IS LIMITED IN RESPECT OF THE SERVICES TO SUPPLYING THE CONTENTSPAL PLATFORM AGAIN OR PAYING THE COST OF SUPPLYING THE CONTENTSPAL PLATFORM AGAIN.

8. INDEMNIFICATION.

8.1 Locaal Indemnity. If Customer has purchased and paid for a twelve month subscription to the ContentsPal Platform (excluding, for the avoidance of doubt any beta versions, free trials, and free versions), Locaal shall defend (at Locaal’s expense), Customer and its affiliates and its and their officers, directors and employees from and against any third-party claims, suits, or proceedings ( “Claims”) brought against Customer or its officers, directors or employees by a third party contending that Customer’s use of the ContentsPal Platform in accordance with the Locaal Documentation infringes any Intellectual Property Rights of a third party and shall pay all damages finally awarded by a court of competent jurisdiction or agreed to by Locaal in settlement of the Claim. In the event that the ContentsPal Platform or any part thereof is likely to, in Locaal’s sole opinion, or does become the subject of an infringement related Claim, and Locaal cannot, at its option and expense, procure for Customer the right to continue using the ContentsPal Platform, or any part thereof, or modify the ContentsPal Platform, or any part thereof, to make it non infringing, then Locaal may terminate this Agreement with notice to Customer and will provide the Customer with a refund of any pre-paid fees for the unexpired portion of the remaining Subscription Term. Locaal shall have no liability for any Claim or demand arising from (i) an allegation that does not state with specificity that the ContentsPal Platform is the basis of the Claims; (ii) the use or combination of the ContentsPal Platform or any part thereof with software, hardware, or other materials not developed by Locaal if the ContentsPal Platform or use thereof would not infringe without such combination; (iii) modification of the ContentsPal Platform by a party other than Locaal, if the use of unmodified ContentsPal Platform would not constitute infringement; (iv) use of the ContentsPal Platform in violation of this Agreement or the Locaal Documentation if the claim would not have arisen but for such breach or unauthorized use; (v) an allegation made against Customer arising out of or related to Customer Data, Integrations, Data Sources, Third Party Data or open source software; or (vi) beta versions, free trials or free versions of the ContentsPal Platform. The foregoing states Locaal’s entire liability and Customer’s exclusive remedy for infringement of third party intellectual property rights.‍

8.2 Customer Indemnity. Customer shall defend (at Customer’s expense) Locaal and its affiliates, and its and their employees, officers, and directors brought against Customer or its officers, directors or employees by a third party from and against all Claims made or brought against Locaal by a third party (i) arising out of or related to the Customer Data, including any allegation that the Customer Data infringes the Intellectual Property Rights of or otherwise violates the rights a third party; or (ii) based upon any use of the ContentsPal Platform in violation of this Agreement or the Locaal Documentation, and shall pay all damages finally awarded by a court of competent jurisdiction or agreed to by Customer in settlement of the Claim.‍ The foregoing states Customer’s entire liability and Locaal’s exclusive remedy for infringement of third party intellectual property rights.

8.3 Indemnification Process. The foregoing indemnification obligations are conditioned on the indemnified party: (a) notifying the indemnifying party promptly in writing of such action, (b) reasonably cooperating and assisting in such defense at the indemnifying party’s expense, and (c) giving sole control of the defense and any related settlement negotiations to the indemnifying party. Neither party shall settle any claim without the other party’s prior written consent which will not be unreasonably withheld or delayed. The indemnified party may participate in the defense of the claim at the indemnified party’s expense.

9. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCLUDING DAMAGES ARISING FROM A PARTY’S VIOLATION OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS (A) IN NO EVENT SHALL EITHER PARTY'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING UNDER STATUTE, CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER FOR THE SUBSCRIPTION PLAN UNDER WHICH THE CLAIM AROSE DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH SUCH CLAIM OR CAUSE OF ACTION AROSE AND (B) IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOSS OF ACTUAL OR ANTICIPATED PROFITS, LOSS OF BUSINESS, LOSS OF, DAMAGE TO, OR CORRUPTION OF, DATA, LOSS OF USE, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED, WHETHER ARISING UNDER STATUTE, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR WHETHER SUCH DAMAGE WAS FORESEEABLE OR IN THE CONTEMPLATION OF THE PARTIES. THE FOREGOING LIMITATIONS ARE CUMULATIVE AND NOT PER INCIDENT AND SHALL APPLY EVEN IF THE NON-BREACHING PARTY’S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE. THE FOREGOING LIMITATIONS SHALL NOT LIMIT CUSTOMER’S LIABILITY TO MAKE PAYMENT OF UNDISPUTED FEES DUE. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON DURATION OR THE EXCLUSION OF AN IMPLIED WARRANTY, SO THE LIMITATIONS HEREIN MAY NOT APPLY. Neither party shall be responsible or liable for any loss, damage or inconvenience suffered by the other or by any third person, to the extent that such loss, damage or inconvenience is caused by the failure of the other party to comply with its obligations under this Agreement.‍ Each party acknowledges that the fees set forth in this Agreement reflect the allocation of risk between the parties and that the other party would not enter into this Agreement without these limitations on its liability.

10. TERM AND TERMINATION.  The term of this Agreement will commence on the Effective Date and remain in effect for the Subscription Term or the earlier termination of this Agreement as provided in this Section 10 (the “Term”). Upon any termination of this Agreement, the Subscription Term shall immediately terminate. The Subscription Term shall automatically renew for successive terms equal in length to the original Subscription Term or a longer duration if mutually agreed to by the parties, unless either party notifies the other party of its non-renewal of the Subscription Term at least thirty (30) days prior to the renewal date. The fees for any renewal period shall be Locaal’s then-current list prices at the time of renewal. This Agreement and the Subscription Term may be terminated: (a) by Locaal if Customer fails to timely make any payment due hereunder and fails to cure such default within fifteen (15) days after receiving notice in writing from Locaal of such failure; or (b) by either party (the “Non-breaching Party”) effective immediately upon written notice containing an explanation of the alleged breach to the other party (the “Breaching Party”), if the Breaching Party breaches any provision of this Agreement, and does not cure the breach within thirty (30) days after receiving written notice thereof from the Non-breaching Party. Locaal shall have the right to suspend Customer’s access to and use of the ContentsPal Platform if Customer breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof or if a threat to the security, integrity or availability of the ContentsPal Platform exists and shall endeavor to restore access as soon as commercially practicable following resolution of the event giving rise to the suspension.  Locaal reserves the right to modify the ContentsPal Platform on a continuous basis and if any such modification materially and adversely reduces the functionality of the ContentsPal Platform, Customer may terminate its subscription for the ContentsPal Platform for material breach by providing written notice to Locaal within thirty (30) days of the effective date of any modification to the ContentsPal Platform which materially and adversely reduces the functionality of the ContentsPal Platform. Locaal shall not be liable to Customer, its Users or any third party for any modification, suspension or discontinuation of Subscriber’s rights to access and use the ContentsPal Platform. Customer will pay in full for the use of the ContentsPal Platform up to and including the last day on which the ContentsPal Platform is provided. Upon expiration or termination of this Agreement, Customer’s and its Users’ right to access and use the ContentsPal Platform and any Customer Data stored in the ContentsPal Platform will immediately terminate, Customer and its Users will immediately cease all use of the ContentsPal Platform, and each party will return and make no further use of any Confidential Information, materials, or other items (and all copies thereof) belonging to the other party. Following termination or expiration of the Subscription Term, Locaal shall have the right to delete any Customer Data stored or otherwise archived on the ContentsPal Platform. Sections 1, 4, 6, 7.3, 8, 9, 10, 11 and 12 shall survive any termination or expiration of this Agreement.‍

11. GENERAL.

11.1 Governing Law; Jurisdiction. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the Commonwealth of Massachusetts, without giving effect to any conflicts of laws principles that require the application of the law of a different state. For all disputes relating to this Agreement, each party submits to the exclusive jurisdiction of the state and federal courts located in Boston, Massachusetts and waives any jurisdictional, venue, or inconvenient forum objections to such courts. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Customer shall pay on demand all of Locaal’s reasonable attorney fees and other costs incurred by Locaal to enforce this Agreement or to collect any fees or charges due to Locaal under this Agreement following Customer’s breach of its payment obligations. 

11.2 Export; Anti-Corruption. Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the ContentsPal Platform. Without limiting the foregoing, (i) each party represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports, and (ii) Customer shall not permit Users to access or use ContentsPal Platform in violation of any U.S. export embargo, prohibition or restriction. Customer represents that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Locaal’s employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Customer learns of any violation of the above restriction, Customer will use reasonable efforts to promptly notify Locaal.

11.3 Severability; Waiver; Remedies. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.‍

11.4 Entire Agreement. To the maximum extent permitted by applicable law, this Agreement, together with the documents referenced herein, constitute the entire agreement between the parties as to its subject matter, and supersede all previous and contemporaneous agreements, (including without limitation any nondisclosure agreements previously executed by the parties), proposals or representations, written or oral, concerning the subject matter of this Agreement. No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the parties prior to this Agreement except as expressly stated in this Agreement. Neither party shall have any remedy in respect of any untrue statement made by the other upon which that party relied in entering into this Agreement (unless such untrue statement was made fraudulently) and that party’s only remedy in respect of any untrue statement shall be for breach of contract as provided in this Agreement. Customer acknowledges and agrees that its agreement hereunder is not contingent upon the delivery of any future functionality or features not specified herein or in a Subscription Plan or dependent upon any oral or written, public or private comments made by Locaal with respect to future functionality or features for the ContentsPal Platform. In the event of any conflict between the provisions in this Agreement and any Subscription Plan, the terms of this Agreement shall prevail. No terms or conditions stated in a Customer purchase order or in any other Customer order documentation shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void. There are no third party beneficiaries to this Agreemeent and only the parties hereto shall have the right to enforce it.

‍11.6 No Assignment; Sub-processors. Except as otherwise permitted herein, neither party will assign, subcontract, delegate, or otherwise transfer this Agreement, or its rights and obligations herein, without obtaining the prior written consent of the other party, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void; provided, however, that either party may assign this Agreement in connection with a merger, acquisition, reorganization or change of control, including without limitation a sale of all or substantially all of its assets, stock or business to which this Agreement relates. The terms of this Agreement will be binding upon the parties and their respective successors and permitted assigns. Further, notwithstanding the foregoing, Locaal will utilize third party service providers and sub-processors who will have access to or process Customer Data in the provision of the ContentsPal Platform to Customer and Customer hereby consents to and provides general authorization for Locaal’s use of such service providers and. sub-processors. Locaal shall be responsible for the acts and omissions of its third party service providers and sub-processors to the same extent that Locaal would be responsible if it was performing the services of such third party service providers and sub-processors directly under the terms of this Agreement. 

11.7 Force Majeure. Any delay in the performance of any duties or obligations of either party (except the payment of money owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, pandemic, epidemic, failure of utility, telecommunications and/or service providers or any other event beyond the control of such party (“Force Majeure Events”), provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible.

11.8 Independent Contractors. Locaal’s relationship to Customer is that of an independent contractor, and neither party is an agent or partner of the other. Neither party will have, and will not represent to any third party that it has, any authority to act on behalf of the other.‍

11.9 Notices. All notices under this Agreement shall be in writing. All notices shall be given (i) by delivery in person (ii) by a nationally recognized next day courier service, (iii) by first class, registered or certified mail, postage prepaid, (iv) by facsimile or (v) by electronic mail to the address of the party specified in this Agreement or an Order Form. All notices shall be effective upon (i) receipt by the party to which notice is given, (ii) the second (2nd) day following sending by electronic mail or facsimile, or (iii) on the fifth (5th) day following mailing, whichever occurs first. Each party may change its address for receipt of notice by giving notice of such change to the other party.

11.10 Locaal Intellectual Property Rights. The ContentsPal Platform, the Locaal Technology, the ContentsPal Platform Analytics, and the Locaal Documentation and all worldwide Intellectual Property Rights in each of the foregoing, are the exclusive property of Locaal and its licensors. Except for the rights and licenses expressly granted herein, all rights in and to all of the foregoing are reserved by Locaal and its licensors. Nothing in this Agreement will be deemed to grant to Customer any right to receive a copy of software platform underlying the ContentsPal Platform, or any other Locaal Technology, in either object or source code form. Further, in the event Customer provides Locaal any ideas, thoughts, criticisms, suggestions, enhancement requests, techniques, know-how, comments, feedback or other input related to the Services, the ContentsPal Platform or the Locaal Technology (including Customer and its Users), (collectively “Feedback”), including without limitation in response to any product plans or roadmaps shared with Customer, unless otherwise agreed in writing prior to such disclosure, Customer grants to Locaal a worldwide, royalty-free, fully paid, perpetual, irrevocable license to use, reproduce, modify, translate, distribute, perform, display, import, sell, license, offer for sale, make, have made and otherwise exploit the Feedback in any form, media, or technology, whether now known or hereafter developed, and to allow others to do the same without restriction or obligation of any kind, on account of confidential information, intellectual property rights or otherwise, and may incorporate into its services any service, product, technology, enhancement, documentation or other development (“Improvement") incorporating or derived from any Feedback with no obligation to license or to make available the Improvement to Customer or any other person or entity.‍‍

11.11 Publicity. Locaal may mention Customer and the relationship between Locaal and Customer in Locaal’s marketing collateral, website, and other promotional and marketing materials. 

11.12 Federal Government End Use Provisions. Locaal provides the ContentsPal Platform, including related software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Services include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Locaal Documentation). If a government agency has a need for rights not conveyed under these terms, it must negotiate with Locaal to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement.‍

11.13 Construction. The titles of the sections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. Unless the context of this Agreement clearly requires otherwise: (i) references to the plural include the singular, the singular the plural, and the part the whole, (ii) “or” has the inclusive meaning frequently identified with the phrase “and/or,” (iii) “including” has the inclusive meaning frequently identified with the phrase “including but not limited to” or “including without limitation,” and (iv) references to “hereunder,” “herein” or “hereof” relate to this Agreement as a whole. Any reference in this Agreement to any statute, rule, regulation or agreement, including this Agreement, shall be deemed to include such statute, rule, regulation or agreement as it may be modified, varied, amended or supplemented from time to time. The parties agree that this Agreement shall be fairly interpreted in accordance with its terms without any strict construction in favor of or against either party and that ambiguities shall not be interpreted against the drafting party.

12. DEFINED TERMS.

“Access Credentials” mean login information, passwords, security protocols, and policies through which Users access and use the ContentsPal Platform.

“ContentsPal Platform” means the version of the Locaal software as a service offering made generally commercially available by Locaal as of the Effective Date, and all Updates thereto made generally commercially available by Locaal.  The entitlements included in the ContentsPal Platform are based on the Subscription Plan subscribed to by Customer.

“ContentsPal Platform Analytics” means anonymized information, data, statistics, metadata, inferences, interrelationships, and/or associations generated or derived from the use of the ContentsPal Platform and/or Locaal Technology, expressly excluding Customer Data, and which is used by Locaal to provide and improve the ContentsPal Platform and to improve the Locaal Technology.

“Customer Data” means all data, information, content, text, images, and videos uploaded or otherwise entered into the ContentsPal Platform by or on behalf of Customer.

“Data Sources” means the third party service provider platforms and any third party or customer cloud-based or on premises servers, software programs and databases which connect to the ContentsPal Platform via Integrations.

“Intellectual Property Rights” mean any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark or service mark rights (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; and (f) registrations, applications, renewals, extensions, or reissues of the foregoing, in each case, in any jurisdiction throughout the world.‍

“Integration(s)” means the object code version of any components, connecters, middleware or other code that enable the ContentsPal Platform to connect to Data Sources, including all Updates thereto made generally commercially available by Locaal.

“Locaal Documentation” means user guides, manuals and other materials, whether in print or electronic form, made available to Customer from time to time during the Subscription Term (including through the ContentsPal Platform) that include descriptions of the features and functions of the ContentsPal Platform and instructions regarding the use of the ContentsPal Platform and Integrations.

“Locaal Technology” means the computer software, computer code, scripts, neural networks, machine learning, artificial intelligence, application programming interfaces, methodologies, processes, templates, reports, workflows, diagrams, tools, algorithms, formulas, user interfaces, know-how, trade secrets, techniques, designs, inventions, APIs, API Specifications, Integrations, third-party services and other tangible or intangible technical material, information and works of authorship underlying or otherwise used to make available the ContentsPal Platform, including, without limitation, all upgrades, enhancements, modifications, additions and improvements thereto and all derivative works thereof, and Intellectual Property Rights therein and thereto.

“Malware” means viruses, Trojan horses, spyware, malware, worms, time bombs, cancelbots, exploitable security vulnerabilities, disabling devices or other harmful component intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system or data.

“Subscription Plan” means the subscription plan subscribed to by Customer via the Locaal website at https://www.contentspal.com/pricing, which includes the entitlements and is subject to the limitations as set forth in the subscription plan.

“Subscription Term” means the period of time during which Customer has the right to use the ContentsPal Platform pursuant to its Subscription Plan.  Customer will select its Subscription Term when placing its order via the Locaal website at https://www.contentspal.com/pricing.

“Third Party Data” means all data, information, content, text, images, and videos uploaded or otherwise entered into the ContentsPal Platform from Data Sources.

“Updates” mean all upgrades, enhancements, improvements, maintenance releases, additions, and modifications of the ContentsPal Platform and/or Integrations made generally commercially available by Locaal to its customers as part of the ContentsPal Platform and/or Integrations, as applicable, and applicable to Customer’s Subscription Plan.

“User” means an individual (i) authorized by Customer to use the ContentsPal Platform, (ii) for which Customer has purchased a subscription and paid the applicable fees, if any and (iii) who has been assigned Access Credentials.  “Users” may include, for example, employees, independent contractors, and consultants Customer (“Customer Personnel”). Users may not include third parties who are not Customer Personnel and may not include competitors of Locaal.‍