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CUSTOMER SUBSCRIPTION AGREEMENT


PLEASE READ THIS CUSTOMER SUBSCRIPTION AGREEMENT (THE “AGREEMENT”) CAREFULLY BEFORE PURCHASING OR SIGNING UP FOR A SUBSCRIPTION TO ANY SERVICES FROM PRECIATE, INC. (“PRECIATE,” “WE” OR “US”). THIS AGREEMENT CONSTITUTES A BINDING CONTRACT. BY COMPLETING THE CHECKOUT PROCESS OR SIGNING UP FOR A SUBSCRIPTION TO ANY OF PRECIATE’S SERVICES, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT; (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH PRECIATE, AND (3) IF YOU ARE PURCHASING A SUBSCRIPTION TO PRECIATE’S SERVICES ON BEHALF OF AN ORGANIZATION OR OTHER LEGAL ENTITY, YOU HAVE THE AUTHORITY TO BIND SUCH ORGANIZATION OR OTHER LEGAL ENTITY (HEREAFTER, “COMPANY”) TO THE TERMS OF THIS AGREEMENT.


SUBSCRIPTIONS WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM AT PRECIATE’S THEN-CURRENT FEE FOR SUCH SERVICES UNLESS CUSTOMER DECLINES TO RENEW ITS SUBSCRIPTION IN ACCORDANCE WITH THE TERMS OF SECTION 4.3.

Please note that use of the Services is subject to our Individual User Terms of Use Agreement and Privacy Policy, as may be updated to us from time to time (collectively, the “Individual User Terms”). The Individual User Terms are currently available on our website at join.preciate.com/privacy and join.preciate.com/en/terms-of-use-agreement.

• If you are purchasing a subscription on behalf of yourself, you agree to comply with the Individual User Terms and the Individual User Terms are hereby incorporated by reference. In the event of any conflict between the Individual User Terms and the terms of this Agreement, the terms of this Agreement will control.
• If you are purchasing a subscription on behalf of a Company, then Company agrees to en-sure that its Licensed Users comply with the Individual User Terms.

THE “DISPUTE RESOLUTION” SECTION OF THE INDIVIDUAL USER TERMS AND THE DISPUTE RESOLUTION TERMS BINDING ON COMPANY PURSUANT TO SECTION 10 BELOW INCLUDE ARBITRATION CLAUSES THAT REQUIRE MOST DISPUTES BETWEEN US TO BE RESOLVED ON AN INDIVIDUAL, NON-CLASS ACTION BASIS THROUGH BINDING AND FINAL ARBITRATION IN-STEAD OF IN COURT. IF YOU ARE AN INDIVIDUAL END USER, SEE THE “DISPUTE RESOLUTION” SECTION OF THE INDIVIDUAL USER TERMS FOR MORE INFORMATION REGARDING THIS ARBITRATION CLAUSE, AND HOW TO OPT OUT.

1. DEFINITIONS

1.1 “Authorized Signatory” means an individual authorized to legally bind Company.

1.2 “Confidential Information” means all proprietary and confidential information disclosed by one Party to the other Party in connection with this Agreement or an Order Form, in each case which would reasonably be understood by a third party to be confidential based on the nature of the information and the facts and circumstances surrounding disclosure, including, but not limited to: (i) with respect to Company, Company’s employee information; (ii) the terms or conditions of this Agreement, which shall be the Confidential Information of both Parties; and (iii) any other materials marked or “confidential” or “proprietary.”

1.3 “Customer” means the Company or the Individual User, as applicable, that purchases or signs up for a subscription to the Services.

1.4 “Individual User” means an individual that purchases or signs up for a subscription to the Services for his or her own personal, non-commercial purposes.

1.5 “Licensed User” means Company’s employee and/or contractors that are authorized on Company’s Licensed User List as being allowed to receive access to the Services.

1.6 “Parties” means the Customer and Preciate, collectively.

1.7 “Primary Contact” means Company’s main contact for Preciate.

1.8 “Order Form” shall mean any subscription order, quote, or other Service ordering document or form that is executed between Customer and Preciate. Each Order Form shall constitute a part of this Agreement.

1.9 “Start Date” means the date Customer completes the Preciate checkout process.

1.10 “Subscription Term” means the initial subscription term and any renewal term of each subscription to the Preciate Services, as identified at the time of checkout or in the applicable Order Form.

1.11 “User Content” means any content, data, audio, video, photographs, images, works of authorship or other materials that are posted, provided, uploaded or otherwise made available to the Services by users.

2. SERVICES.

2.1 Overview. Subject to the terms and conditions of this Agreement during the Subscription Term, Preciate will use commercially reasonable efforts to provide Customer the Services that Customer purchases or signs up for a subscription to either (i) through Preciate’s online ordering process, or (ii) by executing an Order Form with Preciate. These services are referred to in this Agreement as the “Services.” Services may include, to the extent identified in the Order Form or at the time of checkout: (a) non-exclusive use of the Preciate mobile, Slack, Microsoft Teams, and web-enable application(s), (b) other features and services applicable for Company’s subscription tier, and/or (c) the opportunity to participate in members-only events, benefits and promotions. If Customer is a Company, such Services may also include enabling access to paid or premium Service features for Company’s Licensed Users.

3. ADDITIONAL TERMS FOR ENTERPRISE SUBSCRIPTIONS

3.1 Licensed User Lists. Preciate offers the ability for a Company to purchase a subscription to certain Services for Licensed Users. All Licensed Users must be at least 16 years of age and Company will ensure its Licensed User List only includes individuals that are at least 16 years of age or older. Only those individuals Company designate as or those who designate themselves as members of Company’s organization in their member profile at Preciate will be deemed to be “Licensed Users” with respect to Preciate Recognition. Company’s Licensed Users will be able to begin using, accessing, and/or receiving the Services on the later of (i) the Start Date for the applicable Order Form or (ii) the date we confirm the addition of such individual to the Licensed User List. Company is responsible for reviewing and maintaining the accuracy of Company’s Licensed User List, which, if applicable, will available via the Company’s admin portal.

3.2 Changes to or Removal of Primary Contact or Authorized Signatory. An Authorized Signatory generally has the sole authority to make changes to or terminate this Agreement on behalf of Company. A Primary Contact will generally serve as Preciate’s liaison regarding matters that involve Company’s Licensed Users. We will be entitled to rely on communications to or from the Authorized Signatory and Primary Contact as notice to or from Company. However, an Executive Officer of Company (“Executive Officer”) will have the authority to override the request of an Authorized Signatory or Primary Contact, as applicable, provided that we receive such a request within 24 hours following such Authorized Signatory’s or Primary Contact’s request. We will be entitled to request reasonable information to confirm that an individual claiming to be an Executive Officer truly is one and to exercise our discretion in determining whether a particular position constitutes an “Executive Officer.” An Executive Officer will also have the authority to remove or replace the individual serving as the Authorized Signatory and/or Primary Contact. Unless we receive instructions from the Authorized Signatory or Executive Officer, if the individual designated as the Primary Contact ceases to provide services to Company, we will use our reasonable judgment in designating a replacement Primary Contact.

3.3 Responsibility for Licensed Users. Company will ensure that its Licensed Users comply with the terms of Section 6.1 below (collectively, the “Additional Rules”) and all applicable laws, rules, and regulations applicable to the Agreement or Services. If any User Content provided by one of Company’s Licensed Users is owned by Company, then Company authorizes its Licensed Users to license to such User Content in accordance with the Individual User Terms and hereby grants all licenses necessary to accomplish the foregoing.

3.4 Sharing of User Content by Company’s Licensed Users. If Company has enabled the public sharing of User Content on the Services through one of Company’s administrative accounts on the Services, then, notwithstanding Sections 1.2 or 8: (i) any User Content that one of Company’s Licensed Users publicly posts or makes available to other users in accordance with the features and functionality of the Services will not be considered to be “Confidential Information”, and (ii) such information may be publicly disclosed and/or made available to other users in accordance with the features and functionality of the Services.

4. FEES AND PAYMENTS

4.1 Pricing. Unless otherwise agreed upon in an Order Form, our pricing and payment terms are available at https://preciate.com/web/pricing. Prices are subject to change, and, except as set forth in Section 4.5, any changes will become effective when Customer’s subscription renews.

4.2 Payments. Fees are specified in the checkout interface or in the Order Form, as applicable. Monthly plans are billed on a monthly basis and must be paid in advance. Unless otherwise set forth in an Order Form, yearly plans are billed on an annual basis and will be billed on an annual basis in advance.

4.3 Automatic Renewal; Subscription Cancellation. Unless otherwise stated in an Order Form, all subscriptions for the Services will automatically renew and continue indefinitely until terminated in accordance with this Agreement as follows: After Customer’s initial subscription period, and again after any subsequent subscription period end, Customer’s next subscription will automatically commence on the first day following the end of such prior subscription period and continue for an additional equivalent period, at Preciate’s then-current price for such subscription. Customer agrees that Customer’s subscription will be subject to this automatic renewal feature unless Customer cancels its subscription as set forth below. If Customer does not wish for Customer’s subscription to renew automatically, or if Customer wants to change or terminate its subscription, please contact Preciate at support@preciate.com. If Customer cancels its subscription, Customer may continue to use its subscription until the end of Customer’s then-current subscription term and Customer’s subscription will not be renewed after its then-current subscription term expires. However, Customer will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period. By subscribing, Customer authorizes Preciate to charge Customer’s Payment Method (as defined in Section 4.8) at the beginning of any subsequent subscription period. Upon renewal of Customer’s subscription, if Preciate does not receive payment from Customer’s Payment Method, (i) Customer agrees to pay all amounts due on Customer’s account upon demand and/or (ii) Customer agrees that Preciate may either terminate or suspend Customer’s subscription in accordance with Section 5.4 (or downgrade Customer and/or its Licensed Users to a free tier) and continue to attempt to charge Customer’s Payment Method until payment is received (upon receipt of payment in full, Customer’s subscription will be re-activated and for purposes of automatic renewal, Customer’s new subscription commitment period will begin as of the day payment was received.)

4.4 Taxes. Fees are exclusive of any applicable sales or use taxes and any other like taxes levied on the Services provided hereunder which we are required to collect and pay on Customer’s behalf to any other governmental authority. All such taxes shall be separately stated on the Order Form, invoice or in the checkout interface, as applicable.

4.5 Payments Based on Usage. If a Customer has signed up or ordered a subscription that is based on an identified number of Customer’s Licensed Users, the fees set forth at checkout or in the applicable Order Form only include access to such Services for up to such identified number of users. If Customer’s total number of concurrent users exceeding the stated amount of users, Preciate will invoice and bill Company for such users annually or, if the user amount is exceeded by 100%, quarterly, in arrears at Preciate’s standard rates (as determined using Preciate’s published pricing on the invoice date) based on the average number of concurrent users in excess of the stated limitation.

4.6 Invoices; Financial Information. Preciate will send or otherwise provide invoices and other billing-related documents, information and notices, as applicable, to the contact information provided at the time of purchase or signup, or in the case of a purchase or signup by a Company with an identified Primary Contact, such Primary Contact, unless a different billing contact is provided. Change of a Company’s billing contact for will require notice from its Authorized Signatory in accordance with this Agreement.

4.7 Late Fees. If payment for any valid accrued or outstanding fee is not made by the tenth (10th) of the month in which such payment is due, Customer will be responsible for paying a late charge of 1.5% per month.

4.8 Form of Payment. We accept payment of all amounts specified in this Agreement solely by the methods we communicate to Customer during the checkout process or from time to time during the term of this Agreement. Customer authorizes Preciate or its third party payment processor to charge all amounts due under this Agreement to the payment method designated in Customer’s account or otherwise identified by Customer (“Payment Method”). Customer will inform us promptly of any changes to Customer’s contact or payment information.

4.9 Outstanding Fees. When we receive funds from Company which are late, we will first apply funds to any balances which are in arrears first. Once past balances are satisfied, any remaining portion of the funds will be applied to current fees due. If any payments remain outstanding after we provide notice to Customer, we may, in our sole discretion, withhold or suspend Individual User’s, Company’s or its Licensed Users’ access to the Services or terminate this Agreement in accordance with Section 5.4.

4.10 Refunds. Unless this Agreement has been terminated by Customer for Preciate’s uncured material breach pursuant to Section 5.3(b), there are no refunds of any fees or other amounts paid by Customer in connection with the Services. If the Agreement is terminated for Preciate’s uncured material breach by Customer pursuant to Section 5.3(b), Customer shall be entitled to a pro-rata refund of any subscription fees paid for the unused period of the subscription.

5. TERM AND TERMINATION

5.1 Term. This Agreement will continue until terminated as set forth below; provided that we have no obligations to provide Customer or Company’s Licensed Users with the Services until the later of (i) the date on which payment has been received by us or (ii) the Start Date of the applicable Order Form.

5.2 Cancellation of an Order Form Prior to the Start Date. If Customer has ordered a subscription pursuant to an Order Form, Customer may cancel the Order Form prior to the Start Date upon delivery of notice to us. However, in such case, Company will not receive any refund of any setup fees, if applicable.

5.3 Termination by Customer. Customer may terminate this Agreement: (a) without cause by cancelling all subscriptions in accordance with the terms of this Agreement and providing notice of termination to Preciate; or (b) immediately if We are in material breach of our obligations hereunder and have failed to cure such material breach within fifteen business days of receipt of notice from Customer of such default.

5.4 Termination or Suspension by Us. We may withhold Services if any outstanding late fees are still due after we provide written notice to Customer and Customer has failed to make payment within five (5) business days of receipt of notice. We may terminate this Agreement immediately if Customer is in default of this Agreement and has failed to cure such default within fifteen business days of receipt of notice from us of such default. We may suspend any Individual User’s or Licensed User’s access to the Services if such Individual User or Licensed User fails to comply with then-current terms and conditions of the Preciate’s Individual User Terms (defined below) or the Additional Rules established in Section 6 or any other policies or instructions provided by us or applicable to such Individual User or Licensed User. If we suspend a Licensed User, we will promptly notify the Primary Contact of any such suspension, as applicable, and shall endeavor to provide advance notice where feasible. Additionally, we may terminate this Agreement at any time with thirty (30) days’ notice in the event that there are no active subscriptions for the Services. Upon termination of this Agreement, Customer will remain liable for past due amounts, and we may exercise our rights to collect due payment, despite termination or expiration of this Agreement.

6. ADDITIONAL RULES.

6.1 Customer (and its Licensed Users, if applicable) will not:

(a) perform any activity or cause or permit anything that is reasonably likely to be disruptive or dangerous to us or any other user of the Services or Preciate;

(b) use the Services to conduct or pursue any illegal or offensive activities or comport themselves to the community in a similar manner;

(c) misrepresent himself or herself to the Preciate community;

(d) use any information or intellectual property belonging to third parties or their users;

(e) take, copy or use for any purpose the name “Preciate” or any of our other business names, trademarks, service marks, logos, trade dress, other identifiers or other intellectual property or modified or altered versions of the same, without our prior consent, and this provision will survive termination of this Agreement;

7. WARRANTIES.

7.1 We warrant that we have the necessary equipment, computer capacity, software, programs, and trained personnel to properly perform the Services and provide the same consistent with applicable standard industry practices. Customer’s sole remedy, and our exclusive liability, for breach of the foregoing will be for Customer to terminate Customer’s subscriptions to the Services and this Agreement pursuant to Section 5.3. Additionally, we warrant that we have implemented and will maintain an information security program that contains administrative, technical, and physical safeguards which are consistent with (or exceed) the safeguards described in the most recent Preciate Security Overview, which may be requested at https://join.preciate.com/safety-and-security.

7.2 EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE SERVICES AND ALL RELATED INFORMATION AND USER CONTENT IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF DATA AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. SOME LAWS DO NOT ALLOW CERTAIN DISCLAIMERS, SO SOME OR ALL OF THESE DISCLAIMERS MAY NOT APPLY TO CUSTOMER.

8. CONFIDENTIALITY.

8.1 During the term of this Agreement, the Parties may, pursuant to this Agreement, disclose to one another Confidential Information. Notwithstanding Section 1.2, Confidential Information does not include information that: (i) becomes part of the public domain through no act of the other Party; (ii) is in the lawful possession of the other Party prior to the disclosure; (iii) is lawfully disclosed by a third party without restriction on disclosure, or (iv) was independently developed by the receiving Party.

8.2 Each Party shall use commercially reasonable efforts to prevent the unauthorized access to or disclosure of the other Party’s Confidential Information and will limit access to those employees, affiliates and contractors who need to know such Confidential Information in connection with this Agreement. Notwithstanding the foregoing, Customer acknowledges that the Services allow posting and sharing of content with other users, and Customer hereby authorizes Preciate to use, disclose and make User Content available, including to other users, as permitted by the features and functionality of the Services and the privacy settings selected within the Service. Upon termination of this Agreement, each Party shall promptly destroy all of the other Party’s Confidential Information then held and, upon request, certify such destruction in writing, provided that Preciate will not be obligated to de-activate any Licensed User’s account on the Services and any User Content may be retained and viewed by users of the Services in accordance with Preciate’s standard retention policies. If Customer is an Individual User and wishes to delete Customer’s account on the Services, Customer should contact Preciate at support@preciate.com.

8.3 If a Party is required to provide the other Party’s Confidential Information to any court or government agency pursuant to a written court order, subpoena, regulatory demand, or pro-cess of law (each, a “Mandated Disclosure”), it may disclose such information notwithstanding this Section 8, provided it must: (i) unless prohibited by applicable law, provide the other Party with prompt notice and reasonable cooperation if a protective order is sought; (ii) take reasonable steps to limit any such disclosure only to the Confidential Information required to be compliant with the Mandated Disclosure; and (iii) continue to otherwise protect all Confidential Information disclosed in response to such Mandated Disclosure.

9. ADDITIONAL TERMS

9.1 Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE MONETARY LIABILITY OF PRECIATE AND ANY OF ITS EMPLOYEES, ASSIGNEES, OFFICERS, SERVICE PROVIDERS, AGENTS AND DIRECTORS (COLLECTIVELY WITH PRECIATE, THE “PRECIATE PARTIES”) ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE INDIVIDUAL USER TERMS, AS APPLICABLE, FOR ANY REASON AND FOR ALL CAUSES OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO US UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.

THE PRECIATE PARTIES WILL NOT BE LIABLE UNDER ANY CAUSE OF ACTION, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, RELIANCE OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS OR BUSINESS INTERRUPTION OR ANY LOSS OF DATA, OPPORTUNITIES, REPUTATION, PROFITS OR REVENUES, RELATED TO THE SERVICES (E.G. OFFENSIVE OR DEFAMATORY STATEMENTS, DOWN TIME OR LOSS, USE OF, OR CHANGES TO, INFORMATION OR CONTENT). THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

THE FOREGOING LIMITATIONS OF LIABILITY ARE PART OF THE BASIS OF THE AGREEMENT BETWEEN YOU AND PRECIATE AND SHALL APPLY TO ALL CLAIMS OF LIABILITY (E.G. WARRANTY, TORT, NEGLIGENCE, CONTRACT, LAW) AND EVEN IF PRECIATE PARTIES HAVE BEEN TOLD OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF THESE REMEDIES FAIL THEIR ESSENTIAL PURPOSE. SOME LAWS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY, SO THESE LIMITS MAY NOT APPLY TO YOU.

9.2 Limitation on Claims. Neither Party may commence any action or proceeding against the other Party (and in the case of Company, the Preciate Parties), whether in contract, tort, or otherwise, unless the action, suit, or proceeding is commenced within eighteen (18) months of the cause of action’s accrual.

9.3 Indemnification. Customer shall indemnify, defend, and hold harmless the Preciate Parties from and against any claims brought by a third party and all resulting liabilities and expenses (including reasonable attorneys’ fees), resulting from Customer’s failure to comply with Section 3 or 6. Customer’s obligations in this Section are contingent upon Preciate (i) giving prompt written notice to the Customer of the applicable claim; (ii) fully cooperating in the defense or settlement of any such claim, at the expense of the Customer; and (iii) giving the Customer full control over the defense or settlement of any such claim.

9.4 Other Users. We do not control and are not responsible for the actions of other companies, their employees, or any other third parties, including without limitation any users of the Services. If a dispute arises between Customer or Customer’s Licensed Users and any other user or entity that has access to the Services, we shall have no responsibility or obligation to participate, mediate or indemnify any party.

9.5 Privacy. We collect, process, transfer and secure personal data about Customer and Company’s Licensed Users pursuant to the terms of our Privacy Policy, which can be found on the Preciate.com website,. Note that any information collected by us from Licensed Users is provided at their own will in accordance with the Individual User Terms of Use.

9.6 System Availability. We plan and operate to deliver an overall system uptime of 99.9%. We do not offer, and Customer will not be entitled to, any credits or refunds if we fail to meet our planned system availability, but failure to maintain such availability shall be grounds for termination pursuant to Section 5.3(b).

9.7 Support Service Level Agreement. We will provide a one business day response time for support requests via email and phone.

10. GOVERNING LAW AND DISPUTE RESOLUTION

10.1 Governing Law. This Agreement and the transactions contemplated hereby shall be governed by and construed under the law of the State of Texas.

10.2 Dispute Resolution; Arbitration. Any dispute, controversy or claim between Preciate and an Individual User or any of Company’s Licensed Users will be settled in accordance with the Arbitration Agreement in the Individual User Terms. If Customer is a Company, any dispute, controversy or claim between Preciate and Company will be settled in accordance with the provisions below:

(a) Any dispute, controversy or claim between Company and Preciate arising out of or in relation to this Agreement or the breach, termination or invalidity of this Agreement, that cannot be settled amicably by agreement of the parties to this Agreement, shall be settled in accordance with the arbitration rules of JAMS then in force, by one or more arbitrators appointed in accordance with said rules. Nothing in this Section shall prevent either party from applying to a court of competent jurisdiction for equitable or injunctive relief. The place of arbitration shall be Dallas, Texas, U.S.A. The arbitration proceedings shall be confidential. The award rendered shall be final and binding on both parties. Judgment on the award may be entered in any court of competent jurisdiction. In any action, suit or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover, in addition to any other relief awarded, the prevailing party’s reasonable attorneys’ fees and other fees, costs and expenses of every kind in connection with the action, suit or proceeding, any appeal or petition for review, the collection of any award or the enforcement of any order, as determined by the arbitrator(s) or court, as applicable.

(b) Any proceeding to resolve or litigate any dispute between Company and Preciate arising out of this Agreement in any forum will be conducted solely on an individual basis. Neither Company nor Preciate will seek to have any dispute under this Agreement heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No proceeding will be combined with another without the prior written consent of all parties to all affected proceedings. For clarity, the waiver set forth in this Section applies only to Company and Preciate; claims between Preciate and Individual Users or Licensed Users will be settled in accordance with the Individual User Terms.

11. MISCELLANEOUS

11.1 Updates to the Agreement. Any modifications to an Order Forms issued hereunder must be mutually agreed to in writing or through acceptance of terms Preciate’s checkout process. Preciate may update this Agreement from time to time. If a material change is made to this Agreement, Preciate will notify Customer through the Services. If Customer objects to any change, Customer may cancel its subscriptions pursuant to Section 4.3.

11.2 Waiver. Neither Party shall be deemed by any act or omission to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the waiving Party.

11.3 Severable Provisions. Except as set forth in the Dispute Resolution section of the Individual User Terms: (i) each provision of this Agreement shall be considered separable, and (ii) to the extent that any provision of this Agreement is prohibited, this Agreement shall be considered amended to the smallest degree possible in order to make the Agreement effective under applicable law.

11.4 Survival. Sections 1, 4 (to the extent any payments remain outstanding), 5.4, 6.1, 6.3, 7.2, 8, 9, 10, and 11 and all other provisions of this Agreement reasonably expected to survive the termination or expiration of this Agreement will do so.

11.5 Notices. Any and all notices under this Agreement will be given via email, and will be effective on the first business day after being sent; provided that any notice of termination of this Agreement or suspension of the Services must be in writing and sent by overnight mail which shall be effective upon receipt of written notice, with a copy also sent via email. All notices will be sent via email to the email addresses specified below, except as otherwise provided in this Agreement. If the Customer is a Company, Preciate shall send notices to the Primary Contact and/or the Authorized Signatory, provided that notices of suspension or termination must be mailed to designated address listed below. If Customer is a Company, notices related to this Agreement or the business relationship between Company and Preciate should be sent by either Company’s Primary Contact, Company’s Authorized Signatory, or Company’s legal counsel to the designated Preciate email address below. If we receive multiple notices from different individuals within Company containing inconsistent instructions, the Authorized Signatory’s notice will control unless we decide otherwise in our reasonable discretion.

(a) Preciate Contacts:

(i) Email: support@preciate.com

(ii) For notices of termination, Customer shall notify: Customer Support, 2346 Victory Park Lane, Suite 2, Dallas, TX 75215.

11.6 Headings; Interpretation. The headings in this Agreement are for convenience only and are not to be used to interpret or construe any provision of this Agreement. Any use of “including,” “for example” or “such as” in this Agreement shall be read as being followed by “without limitation” where appropriate.

11.7 No Assignment. Except in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of the shares or assets of the assigning Party or its parent corporation, neither Party may transfer or otherwise assign any of its rights or obligations under this Agreement (including by operation of law) without the other Party’s prior consent, which shall not be unreasonably withheld.

11.8 Entire Agreement. This Agreement (together with the Individual User Terms, as applicable) constitutes the entire agreement between the Parties relating to the subject matter hereof and shall not be changed in any manner except by a writing executed by both Parties or as otherwise permitted herein (or in such Individual User Terms). Except for the Individual User Terms, all prior agreements and understandings between the Parties regarding the matters described herein have merged into this Agreement. No terms of Customer’s purchase order or other administrative document will be effective as a modification of the terms and conditions of this Agreement, regardless of Preciate’s failure to object to such form.