SaaS Services Agreement

This SaaS Services Agreement (the “Agreement”) is made by and between Corral Data, Inc., with a place of business at 270 Lafayette Suite 1510, New York, NY 10012 (“Company”), and the customer named on the Services Order Form (“Customer”), effective as of the date of last signature (“Effective Date”).

This Agreement includes and incorporates the Services Order Form, where applicable, as well as the Terms and Conditions below. Free plan users are governed by CorralData’s Terms of Use and are not subject to this Agreement.

Company and Customer may be referred to individually as a “party” or collectively as the “parties.”

The parties hereby agree as follows:

1. SaaS Services and Support

1. Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services.
2. Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with Company’s standard practice.
3. 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 Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.
4. 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 252.2277014(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.
5. Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company 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 an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
6. 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.

2. Prohibited Conduct

Customer agrees not to:

1. Share or Sell Access
   Resell, sublicense, share, or otherwise provide access to the Services to any third party without prior written consent from Company.
2. Use to Compete
   Use the Services or any information derived from the Services to build, support, or operate a product or service that competes with Company.
3. Upload Harmful or Unlawful Content
   Upload, transmit, or store any content that is harmful, infringing, deceptive, unlawful, or otherwise violates applicable laws or third-party rights.
4. Automated Access
   Access the Services via bots, crawlers, scripts, scrapers, or any other automated method, unless expressly authorized in writing by Company.
5. Any violation of this section constitutes a material breach of this Agreement and may result in immediate suspension or termination of Customer’s access to the Services, in addition to any other remedies available at law or equity.

3. Service Level Agreement

1. Introduction
   This Agreement governs paid subscriptions to CorralData’s services. Free plan users are subject to CorralData’s Terms of Use and are not covered by this Agreement.
2. Support
   • Growth Plans: White glove support from our US-based team.
   • Enterprise Plan: Dedicated account manager and priority support.
3. Response and Resolution Times
   • Growth Plan:
     • Response Time: Next business day
     • Estimated Resolution Time: Within 3 business days
   • Enterprise Plan:
     • Response Time: Same business day
     • Estimated Resolution Time: Within 1 business day
4. Data Integration
   • Growth Plans: Integration with 500+ data sources.
   • Enterprise Plan: Custom data integration support.
5. Service Upgrades
   Regular updates and feature additions to the platform. Enterprise customers will receive early access to new features.

4. User Account Sharing Prohibition

1. User Accounts: Each user account provided under this Agreement is intended for use by a single individual only. Sharing of user accounts among multiple individuals is strictly prohibited.
2. Unauthorized Account Sharing: If the Company discovers that user accounts are being shared by multiple users, the Customer will be deemed in breach of this Agreement.
3. Immediate Payment or Termination: Immediately upon discovery of shared user accounts, the Customer will be given the option to either:
   • Pay the standard subscription amount of $100 per month for all users over the 10-user threshold in the current billing cycle; or
   • Accept termination of the account in breach.
4. Flat Penalty Fee: For the first violation, the Customer will incur a single flat penalty fee of $500 regardless of the number of accounts shared.
5. Billing Cycle Adjustment: For the next billing cycle following the discovery, the Customer has the option to either:
   • Reduce the number of user accounts to 10; or
   • Continue paying the standard subscription price for all users over the 10-user threshold.
6. Rectification Period: The Customer will have a period of 30 days from the date of discovery to rectify the situation by ensuring compliance with the single-user account policy or by purchasing the necessary additional licenses to cover the shared usage.
7. Future Violations: If the Customer is found to be in violation of this clause at any time after the 30-day rectification period, they will be charged a flat fee of $500 per account found to be in violation, in addition to the aforementioned charges.
8. Non-Compliance Consequences: Continued failure to comply with this clause may result in further action, including but not limited to, suspension or termination of the Customer’s access to the services, as outlined in this Agreement.

5. Confidentiality; Proprietary Rights

1. 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 Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. 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.
2. Customer shall own all right, title and interest in and to the Customer Data. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with support, (c) all intellectual property rights related to any of the foregoing, and (d) any anonymized, aggregated data and insights derived from Customer Data, stripped of all personally identifiable information (“PII”) and handled in compliance with applicable data protection and privacy laws.
3. Company commits to maintaining the highest standards of data security and privacy for all its customers adhering to HIPAA and SOC2 guidelines and best practices. Supporting documentation can be provided upon request.

6. Term and Termination

1. In the absence of a Services Order Form, Customer may choose to move forward with a CorralData subscription within 10 business days of the expiration of a free trial period by enrolling their billing information, which shall continue for a period of one (1) year. If no agreement is reached within 10 business days of the expiration of a free trial, all Customer Data, Users, and Integrations will be securely deleted.
2. Upon the conclusion of the Initial Term, this Agreement shall automatically renew for successive one (1) year terms (each, a “Renewal Term”) unless either party provides written notice of its intent not to renew at least forty-five (45) days prior to the end of the then-current term. The Fees for any Renewal Term shall be as set forth on the Company Pricing Page at the time of renewal. If there is any change in pricing, Company will provide Customer with written notice (via email or platform notification) at least forty-five (45) days prior to the commencement of the Renewal Term.
3. Should either party wish to discontinue this Agreement due to a material breach of its terms and conditions by the other, they may do so by providing thirty (30) day written notice. In instances of nonpayment, immediate termination may occur without prior notice. In the event of termination, the Customer is responsible for payment for services rendered until the termination date. Following termination, the Company will ensure the secure deletion of all Customer Data, Users, and Integrations. Certain provisions of this Agreement will persist post-termination as needed by their nature, including but not limited to accrued payment obligations, confidentiality commitments, warranty disclaimers, and limitations of liability.
4. Paying customers who wish to remove integrated connectors (data sources or destination) before the expiration of the 1-year term will receive an invoice equivalent to the average monthly fees prior to their removal of the connectors.

7. Payment of Fees

1. Customer will pay Company the then applicable fees based on the terms of the Services Order Form.
2. If Customer’s use of the Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Company 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). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department.
3. Customers may choose to pay their monthly fee via Credit Card or Bank ACH or quarterly or annually via invoice. Invoice payments are due within 30 days of receipt. Unpaid amounts are subject to a finance charge of 10% 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. Customers shall be responsible for all taxes associated with Services other than U.S. taxes based on Company’s net income.

8. Warranty and Disclaimer

1. Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.
2. Company commits to providing 99.9% uptime for all its plans, excluding scheduled maintenance.
3. However, company 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 company disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement.

9. Indemnity

1. Company shall hold Customer harmless from liability to third parties resulting from infringement by the Service of any United States patent or any copyright or misappropriation of any trade secret, provided Company is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Company will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by Company, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by Company, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Service is not strictly in accordance with this Agreement. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Service.

10. Limitation of Liability

1. Notwithstanding anything to the contrary, except for bodily injury of a person, company 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 company’s reasonable control; or (d) for any amounts that, together with amounts associated with all other claims, exceed the fees paid by customer to company 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 company has been advised of the possibility of such damages.

11. Marketing Permissions

1. CorralData may use and display Customer’s name and logo on CorralData’s website and marketing materials in connection with identifying Customer as a customer. If CorralData requests, Customer also agrees to participate in a win release and/or case study, and/or video testimonial.

12. Miscellaneous

1. 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 Company’s prior written consent. Company 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 Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. 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.
2. This Agreement shall be governed by the laws of the State of New York without regard to its conflict of laws provisions.